Form SC 13G - Statement of acquisition of beneficial ownership by individuals
December 26 2023 - 6:15AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934 (Amendment No. N/A_)*
EMX
Royalty Corporation
(Name
of Issuer)
Common
Shares
(Title
of Class of Securities)
26873J107
(CUSIP
Number)
December
22, 2023
(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) |
|
☒ |
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.: 26873J107
1.
|
NAME
OF REPORTING PERSONS |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
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|
Extract
Advisors LLC |
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a)
☐ |
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(b)
☒ |
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3.
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SEC
USE ONLY |
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4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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|
Delaware |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5.
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SOLE
VOTING POWER |
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|
0 |
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6.
|
SHARED
VOTING POWER |
|
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|
6,195,782* |
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7.
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SOLE
DISPOSITIVE POWER |
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0 |
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8.
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SHARED
DISPOSITIVE POWER |
|
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|
6,195,782* |
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9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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6,195,782* |
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10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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|
☐ |
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11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.5%* |
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12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
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|
IA,
OO |
CUSIP No.: 26873J107
1. |
NAME
OF REPORTING PERSONS |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Extract
Capital Master Fund Ltd. |
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
(a)
☐ |
|
(b)
☒ |
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|
3. |
SEC
USE ONLY |
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|
|
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4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
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|
Cayman
Islands |
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|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
5. |
SOLE
VOTING POWER |
|
|
|
0 |
|
|
6. |
SHARED
VOTING POWER |
|
|
|
6,195,782* |
|
|
7.
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SOLE
DISPOSITIVE POWER |
|
|
|
0 |
|
|
8.
|
SHARED
DISPOSITIVE POWER |
|
|
|
6,195,782* |
|
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9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
6,195,782* |
|
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
5.5%* |
|
|
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
PN |
CUSIP No.: 26873J107
1. |
NAME
OF REPORTING PERSONS |
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
|
Darin
Milmeister |
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
|
(a)
☐ |
|
(b)
☒ |
|
|
3.
|
SEC
USE ONLY |
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|
|
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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|
United
States |
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|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
5.
|
SOLE
VOTING POWER |
|
|
|
0 |
|
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6.
|
SHARED
VOTING POWER |
|
|
|
6,195,782* |
|
|
7.
|
SOLE
DISPOSITIVE POWER |
|
|
|
0 |
|
|
8.
|
SHARED
DISPOSITIVE POWER |
|
|
|
6,195,782* |
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
6,195,782* |
|
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
|
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
5.5%* |
|
|
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
HC,
IN |
CUSIP No.: 26873J107
Item
1. |
(a). |
Name
of Issuer: |
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EMX
Royalty Corporation |
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(b). |
Address
of issuer’s principal executive offices: |
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Suite
501 – 543 Granville Street |
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Vancouver,
British Columbia V6C 1XB |
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Item
2. |
(a). |
Name
of person filing: |
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|
Extract
Advisors LLC* |
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|
Extract
Capital Master Fund Ltd.* |
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Darin
Milmeister* |
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|
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(b). |
Address
or principal business office or, if none, residence: |
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21255
Burbank Blvd., Suite 120 |
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Los
Angeles, California 91367 |
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(c). |
Citizenship: |
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Extract
Advisors LLC - Delaware |
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Extract
Capital Master Fund Ltd. – Cayman Islands |
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Darin
Milmeister- United States |
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(d). |
Title
of class of securities: |
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|
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Common
Shares |
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(e). |
CUSIP
No.: |
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|
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26873J107 |
CUSIP No.: 26873J107
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 |
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N/A |
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Item
4. |
Ownership. |
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*
The common shares (“Shares”) reported herein are held by Extract Capital
Master Fund Ltd. (the “Fund”), which is managed by Extract Advisors LLC (the
“Adviser”). Darin Milmeister serves as the managing member to the Adviser.
As
of the reporting date the Fund held 6,195,782 Shares which includes 1,352,573 Shares that the Reporting Persons have the right
to acquire within sixty days. The percentages reported herein are calculated based upon the statement in the Issuer’s Report
on Form 6-K for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on November 14, 2023, that
there were 112,214,040 Shares of the Issuer outstanding as of November 13, 2023. |
|
This
report shall not be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities
reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of
the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s
pecuniary interest therein.
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1. |
|
(a) |
Amount
beneficially owned: |
|
|
|
|
|
Extract
Advisors LLC– 6,195,782* |
|
|
Extract
Capital Master Fund Ltd. – 6,195,782* |
|
|
Darin
Milmeister – 6,195,782* |
|
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|
|
|
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(b) |
Percent
of class: |
|
|
|
|
|
Extract
Advisors LLC – 5.5%* |
|
|
Extract
Capital Master Fund Ltd. – 5.5%* |
|
|
Darin
Milmeister – 5.5%* |
|
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|
|
|
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(c) |
Number
of shares as to which the person has: |
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote |
|
|
|
|
|
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Extract
Advisors LLC – 0 |
|
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Extract
Capital Master Fund Ltd.- 0 |
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Darin
Milmeister – 0 |
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|
|
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|
(ii) |
Shared
power to vote or to direct the vote |
|
|
|
|
|
|
|
Extract
Advisors LLC – 6,195,782* |
|
|
|
Extract
Capital Master Fund Ltd. – 6,195,782* |
|
|
|
Darin
Milmeister – 6,195,782* |
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of |
|
|
|
|
|
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|
Extract
Advisors LLC – 0 |
|
|
|
Extract
Capital Master Fund Ltd.- 0 |
|
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|
Darin
Milmeister – 0 |
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of |
|
|
|
|
|
|
|
Extract
Advisors LLC – 6,195,782* |
|
|
|
Extract
Capital Master Fund Ltd. – 6,195,782* |
|
|
|
Darin
Milmeister – 6,195,782* |
CUSIP No.: 26873J107
Item
5. |
Ownership
of Five Percent or Less of a Class. |
|
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|
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. |
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N/A |
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Item
6. |
Ownership
of More Than Five Percent on Behalf of Another Person. |
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If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates
to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. |
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N/A |
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Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
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|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company
or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary. |
|
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|
N/A |
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|
Item
8. |
Identification
and Classification of Members of the Group. |
|
|
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
|
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|
N/A |
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|
Item
9. |
Notice
of Dissolution of Group. |
|
|
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See
Item 5. |
|
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N/A |
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Item
10. |
Certification. |
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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, other than activities
solely in connection with a nomination under §240.14a-11. |
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:
December 26, 2023 |
|
|
Extract
Advisors LLC |
|
|
|
By: |
/s/
Darin Milmeister |
|
|
Darin
Milmeister, Managing Member |
|
|
|
|
Extract
Capital Master Fund Ltd. |
|
|
|
|
By: |
/s/
Darin Milmeister |
|
|
Darin
Milmeister, Director |
|
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|
|
Darin
Milmeister |
|
|
|
|
By: |
/s/
Darin Milmeister |
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|
Darin
Milmeister, Individually |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit
1
Joint
Filing Statement
Pursuant
to Rule 13d-1(k)(1)
The
undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with
respect to the Common Shares of EMX Royalty Corporation, together with any or all amendments thereto, when and if appropriate.
The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule
13G, thereby incorporating the same into such Schedule13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned
may mutually agree.
Dated:
December 26, 2023 |
|
|
Extract
Advisors LLC |
|
|
|
By: |
/s/
Darin Milmeister |
|
|
Darin
Milmeister, Managing Member |
|
|
|
|
Extract
Capital Master Fund Ltd. |
|
|
|
|
By: |
/s/
Darin Milmeister |
|
|
Darin
Milmeister, Director |
|
|
|
|
Darin
Milmeister |
|
|
|
|
By: |
/s/
Darin Milmeister |
|
|
Darin
Milmeister, Individually |
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