SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Timmins Gold Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

88741P103

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 88741P103   Schedule 13G   Page 2 of 5

 

 

  1   

Names of Reporting Persons

 

Goldcorp Inc.

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Ontario, Canada

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    5    

Sole Voting Power

 

31,600,000*

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

31,600,000*

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

31,600,000*

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11  

Percent of Class Represented by Amount in Row (9)

 

9.9%*

12  

Type of Reporting Person (See Instructions)

 

CO

 

* Goldcorp Inc. owns a warrant currently exercisable for the purchase of 10,000,000 Common Shares of the Issuer. The amounts and percentage shown above only include 1,600,000 of such Common Shares of the Issuer because the warrant contains a blocker that does not permit Goldcorp Inc. to exercise the warrant if such any such exercise would cause Goldcorp Inc. to own over 10% of the Issuer.

CUSIP No. 88741P103   Schedule 13G   Page 3 of 5

 

 

Item 1(a)       Name of Issuer:
      Timmins Gold Corp. (the “Issuer”)
Item 1(b)       Address of Issuer’s Principal Executive Offices:
     

570 Granville Street, Suite 1900

Vancouver, British Columbia

V6C 3P1 Canada

Item 2(a)       Name of Person Filing:
      Goldcorp Inc. (“Goldcorp”)
Item 2(b)       Address of Principal Business Office or, if none, Residence:
     

Suite 3400 - 666 Burrard St.

Vancouver, British Columbia V6C 2X8 Canada

Item 2(c)       Citizenship:
      Ontario, Canada
Item 2(d)       Title of Class of Securities:
      Common Shares, no par value (the “Common Shares”)
Item 2(e)       CUSIP Number:
      88741P103
Item 3.       If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     

Not applicable

Item 4.       Ownership
      Goldcorp’s calculation of their percentage ownership of the Common Shares of the Issuer is based upon 315,288,850 Common Shares issued and outstanding as of November 2, 2015, as disclosed by the Issuer in its Management’s Discussion and Analysis for the three and nine months ended September 30, 2015 and 2014 filed with the Securities and Exchange Commission on November 3, 2015 as Exhibit 99.2 to the Issuer’s Report on Form 6-K.
      Goldcorp Inc. owns a warrant currently exercisable for the purchase of 10,000,000 Common Shares of the Issuer. The amounts and percentage shown below only include 1,600,000 of such Common Shares of the Issuer because the warrant contains a blocker that does not permit Goldcorp Inc. to exercise the warrant if such any such exercise would cause Goldcorp Inc. to own over 10% of the Issuer.
   (a)      Amount beneficially owned:
      31,600,000

CUSIP No. 88741P103   Schedule 13G   Page 4 of 5

 

   (b)      Percent of class:
      9.9%
   (c)      Number of shares as to which the person has:   
     

(i)     Sole power to vote or to direct the vote:

   

31,600,000

     

(ii)    Shared power to vote or to direct the vote

   

                0

     

(iii)  Sole power to dispose or to direct the disposition of

   

31,600,000

     

(iv)   Shared power to dispose or to direct the disposition of

   

                0

Item 5.       Ownership of Five Percent or Less of a Class
      If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨
Item 6.       Ownership of More than Five Percent on Behalf of Another Person
     

Not Applicable.

Item 7.       Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
     

Not Applicable.

Item 8.       Identification and Classification of Members of the Group
     

Not Applicable.

Item 9.       Notice of Dissolution of Group
     

Not Applicable.

Item 10.       Certification
      By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 88741P103   Schedule 13G   Page 5 of 5

 

SIGNATURE

 

      After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2016

 

Goldcorp Inc.
By:  

/s/ Anna Tudela

Name:   Anna Tudela
Title:   VP, Diversity, Regulatory Affairs and
  Corporate Secretary