Tocqueville sells to Sprott who then dumps NUG National Instrument 62-103 Form 62-103F3
REQUIRED DISCLOSURE BY AN ELIGIBLE INSTITUTIONAL INVESTOR
UNDER PART 4 – Alternative Monthly Reporting System
RE: NULEGACY GOLD CORPORATION ITEM 1 – SECURITY AND REPORTING ISSUER
1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.
This report relates to common shares (the “Shares”) of NuLegacy Gold Corporation (the “Reporting Issuer”).
The head office address of the Reporting Issuer is:
1055 W. Hastings St., Suite 300 Vancouver, BC V6E 2E9 Canada
1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.
N/A
ITEM 2 – IDENTITY OF THE ELIGIBLE INSTITUTIONAL INVESTOR
2.1 State the name and address of the eligible institutional investor.
Tocqueville Asset Management, L.P. (“Tocqueville”)
The Tocqueville Gold Fund, a series of the Tocqueville Trust (the “Gold Fund”) 40 West 57th Street, 19th Floor
New York, New York 10019 USA
Tocqueville is the investment adviser of a number of investment funds, including the Gold Fund, which is a mutual fund. Tocqueville did not itself own any securities of the Reporting Issuer, but had authority to exercise control or direction over certain securities of the Reporting Issuer as the investment adviser of the Gold Fund. Tocqueville and the Gold Fund are referred to collectively in this report as the “Investor”.
2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.
This filing is being made to report the Investor’s holdings of Shares as at January 31, 2020.
- 2 -
Pursuant to an asset purchase agreement dated as of August 6, 2019, Tocqueville agreed
to sell certain of its assets comprising its gold strategy asset management business to
Sprott Asset Management LP (“Sprott”), and the completion of that sale took place on
January 17, 2020 (the “Asset Sale Transaction”). Following the completion of the Asset
Sale Transaction, the securities of the Reporting Issuer that were under the control and
direction of Tocqueville are now under the control and direction of Sprott, and any
securities of the Reporting Issuer that were beneficially owned by the Gold Fund have
been transferred to an entity managed by Sprott.
Since filing its last report with respect to the Reporting Issuer, the Investor’s percentage
holdings and deemed holdings of Shares has decreased from approximately 10.33% to
nil.
2.3 State the name of any joint actors.
There are no joint actors with Tocqueville and the Gold Fund.
2.4 State that the eligible institutional investor is eligible to file reports under Part 4 in
respect of the reporting issuer.
This report is issued in accordance with the alternative reporting system respecting Early
Warning Reporting under Part 4 of National Instrument 62-103. Neither Tocqueville, the
Gold Fund nor, to the knowledge of Tocqueville, any of the clients whose accounts
Tocqueville manages presently intend to:
(1) make a formal take-over bid for securities of the Reporting Issuer, or
(2) propose a reorganization, amalgamation, merger arrangement or similar
business combination with the Reporting Issuer that if completed would
reasonably be expected to result in Tocqueville or its managed accounts
either alone or together with any joint actors, possessing effective control
over the Reporting Issuer or a successor to all or part of the business of such
entity.
ITEM 3 – INTEREST IN SECURITIES OF THE REPORTING ISSUER
3.1 State the designation and the net increase or decrease in the number or principal
amount of securities, and in the eligible institutional investor’s securityholding
percentage in the class of securities, since the last report filed by the eligible
institutional investor under Part 4 or the early warning requirements.
The Investor is reporting a net decrease of 42,550,683 Shares, representing approximately
10.33% in Gold Fund’s holdings of Shares as at January 31, 2020, since the date of the
last report under the Alternative Monthly Reporting System.
3.2 State the designation and number or principal amount of securities and the eligible
institutional investor’s securityholding percentage in the class of securities at the end
of the month for which the report is made.
None.
- 3 -
3.3 If the transaction involved a securities lending arrangement, state that fact.
N/A
3.4 State the designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities to which this report
relates and over which
(a) the eligible institutional investor, either alone or together with any joint actors,
has ownership and control,
None.
(b) the eligible institutional investor, either alone or together with any joint actors,
has ownership but control is held by persons or companies other than the eligible
institutional investor or any joint actor, and
None.
(c) the eligible institutional investor, either alone or together with any joint actors,
has exclusive or shared control but does not have ownership.
None.
3.5 If the eligible institutional investor or any of its joint actors has an interest in, or right
or obligation associated with, a related financial instrument involving a security of
the class of securities in respect of which disclosure is required under this item,
describe the material terms of the related financial instrument and its impact on the
eligible institutional investor’s securityholdings.
N/A
3.6 If the eligible institutional investor or any of its joint actors is a party to a securities
lending arrangement involving a security of the class of securities in respect of which
disclosure is required under this item, describe the material terms of the arrangement
including the duration of the arrangement, the number or principal amount of
securities involved and any right to recall the securities or identical securities that
have been transferred or lent under the arrangement. State if the securities lending
arrangement is subject to the exception provided in section 5.7 of NI 62-104.
N/A
3.7 If the eligible institutional investor or any of its joint actors is a party to an agreement,
arrangement or understanding that has the effect of altering, directly or indirectly,
the eligible institutional investor’s economic exposure to the security of the class of
securities to which this report relates, describe the material terms of the agreement,
arrangement or understanding.
N/A
- 4 -
ITEM 4 – PURPOSE OF THE TRANSACTION
State the purpose or purposes of the eligible institutional investor and any joint
actors for the acquisition or disposition of securities of the reporting issuer. Describe
any plans or future intentions which the eligible institutional investor and any joint
actors may have which relate to or would result in any of the following:
(a) the acquisition of additional securities of the reporting issuer, or the disposition of
securities of the issuer;
(b) a sale or transfer of a material amount of the assets of the reporting issuer or
any of its subsidiaries;
(c) a change in the board of directors or management of the reporting issuer,
including any plans or intentions to change the number or term of directors or to fill
any existing vacancy on the board;
(d) a material change in the present capitalization or dividend policy of the
reporting issuer;
(e) a material change in the reporting issuer’s business or corporate structure;
(f) a change in the reporting issuer’s charter, bylaws or similar instruments or
another action which might impede the acquisition of control of the reporting issuer
by any person;
(g) a class of securities of the reporting issuer being delisted from, or ceasing to be
authorized to be quoted on, a marketplace;
(h) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
(i) a solicitation of proxies from securityholders;
(j) an action similar to any of those enumerated above.
All of the securities of the Reporting Issuer referred to in this report were purchased for,
and were being held for, investment purposes only and not for the purpose of exercising
control or direction over the Reporting Issuer. The purchases were made in the ordinary
course of the Investor’s investment activities, and in connection with the Asset Sale
Transaction. The Investor has no current plan or proposal which relates to, or would
result in acquiring additional ownership or control over the securities of the Reporting
Issuer, other than in the ordinary course of business of the Investor. The Investor may or
may not purchase or sell securities of the Reporting Issuer in the future on the open
market or in private transactions, depending on market conditions and other factors
material to the Investor’s investment decision.
- 5 -
ITEM 5 – AGREEMENTS, ARRANGEMENTS, COMMITMENTS OR
UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE REPORTING
ISSUER
Describe the material terms of any agreements, arrangements, commitments or
understandings between the eligible institutional investor and a joint actor and
among those persons and any person with respect to securities of the class of securities
to which this report relates, including but not limited to the transfer or the voting of
any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or withholding
of proxies. Include such information for any of the securities that are pledged or
otherwise subject to a contingency, the occurrence of which would give another
person voting power or investment power over such securities except that disclosure
of standard default and similar provisions contained in loan agreements need not be
included.
None.
ITEM 6 – CHANGE IN MATERIAL FACT
If applicable, describe any change in a material fact set out in a previous report filed
by the eligible institutional investor under the early warning requirements or Part 4
in respect of the reporting issuer’s securities.
See Item 2.2.
ITEM 7 – CERTIFICATION
The eligible institutional investor must certify that the information is true and
complete in every respect. In the case of an agent, the certification is based on the
agent’s best knowledge, information and belief but the eligible institutional investor
is still responsible for ensuring that the information filed by the agent is true and
complete. This report must be signed by each person on whose behalf the report is
filed or his authorized representative.
It is an offence to submit information that, in a material respect and at the time and
in the light of the circumstances in which it is submitted, is misleading or untrue.
Remainder of Page Intentionally Left Blank
Certificate
I, as the eligible institutional investor, certify, or I, as the agent filing the report on behalf of the
eligible institutional investor, certify to the best of my knowledge, information and belief, that the
statements made in this report are true and complete in every respect.
Date: February 10, 2020
TOCQUEVILLE ASSET MANAGEMENT, L.P.
By: “Helen Balk”
Name: Helen Balk
Title: Treasurer
- 6 -