UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Ero Copper Corp.

(Name of Issuer)
 

Common Shares, no par value

(Title of Class of Securities)
 

296006109

(CUSIP Number)
 
December 31, 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 disclosures provided in a prior cover page.

 

The information required on 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. 296006109 SCHEDULE 13G Page 2 of 8

 

 

1

NAME OF REPORTING PERSON

 

David Strang

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

72,177(1)

6

SHARED VOTING POWER

 

4,783,575(2)

7

SOLE DISPOSITIVE POWER

 

72,177(1)

8

SHARED DISPOSITIVE POWER

 

4,783,575(2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,855,752(3)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.7%(4)

  
12

TYPE OF REPORTING PERSON

 

IN

  

 

(1)Represents (i) 30,185 common shares held by David Strang and (ii) 41,992 common shares issuable on the conversion on a 1:1 basis of stock options held by David Strang within 60 days.
(2)Represents 4,783,575 held by Tugela (B) Limited Partnership, by its general partner Tugela (B) GP Inc., which are controlled by David Strang.
(3)Represents (i) 30,185 common shares held by David Strang, (ii) 41,992 common shares issuable on the conversion on a 1:1 basis of stock options held by David Strang within 60 days and (iii) 4,783,575 held by Tugela (B) Limited Partnership, by its general partner Tugela (B) GP Inc., which is controlled by David Strang.
(4)Based on 102,789,550 common shares outstanding, calculated as follows, (i) 102,747,558 common shares of the Issuer issued and outstanding as of December 31, 2023, plus (ii) 41,992 common shares issuable on the conversion of stock options held by David Strang.

 

 

 

 

CUSIP No. 296006109 SCHEDULE 13G Page 3 of 8

 

 

1

NAME OF REPORTING PERSON

 

Tugela (B) Limited Partnership

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

4,783,575(1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

4,783,575(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,783,575(1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.7%(2)

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

(1)Represents 4,783,575 common shares held by Tugela (B) Limited Partnership, by its general partner Tugela (B) GP Inc., which is controlled by David Strang.
(2)Based on 102,789,550 common shares outstanding, calculated as follows, (i) 102,747,558 common shares of the Issuer issued and outstanding as of December 31, 2023, plus (ii) 41,992 common shares issuable on the conversion of stock options held by David Strang.

 

 

 

 

CUSIP No. 296006109 SCHEDULE 13G Page 4 of 8

 

 

1

NAME OF REPORTING PERSON

 

Tugela (B) GP Inc.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

4,783,575(1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

4,783,575(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,783,575(1)

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.7%(2)

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

(1)Represents 4,783,575 common shares held by Tugela (B) GP Inc., the general partner of Tugela (B) Limited Partnership. Tugela (B) GP Inc. is controlled by David Strang.
(2)Based on 102,789,550 common shares outstanding, calculated as follows, (i) 102,747,558 common shares of the Issuer issued and outstanding as of December 31, 2023, plus (ii) 41,992 common shares issuable on the conversion of stock options held by David Strang.

 

 

 

 

CUSIP No. 296006109 SCHEDULE 13G Page 5 of 8

 

 

ITEM 1. (a) NAME OF ISSUER
     
  Ero Copper Corp.
     
  (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
     
  625 Howe Street, Suite 1050, Vancouver, British Columbia, V6C 2T6, Canada
   
ITEM 2. (a) NAME OF PERSONS FILING
     
 

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

     
    (i) David Strang
     
    (ii) Tugela (B) Limited Partnership
       
    (iii)

Tugela (B) GP Inc.

     
  (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE
     
    (i) 625 Howe Street, Suite 1050, Vancouver, British Columbia, V6C 2T6, Canada
     
    (ii) Suite 2900 - 595 Burrard Street in the City of Vancouver, Province of British Columbia
       
    (iii) Suite 2900 - 595 Burrard Street in the City of Vancouver, Province of British Columbia
     
  (c) CITIZENSHIP
     
    (i) Canada
       
    (ii) British Columbia
       
    (iii) British Columbia
       
  (d) TITLE OF CLASS OF SECURITIES
     
  Common Shares
     
  (e) CUSIP NUMBER
     
  296006109
     
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:
     
  Not Applicable.

 

 

 

 

CUSIP No. 296006109 SCHEDULE 13G Page 6 of 8

 

 

ITEM 4. OWNERSHIP
   
  (a) Amount beneficially owned:
     
    See row 9 of the cover page for each Reporting Person.
     
    As of December 31, 2023,
     
    (i) David Strang directly owned of record (i) 30,185 common shares of the Issuer (a “Common Share”) and (ii) 41,992 Common Shares issuable on the conversion on a 1:1 basis of stock options held by David Strang within 60 days, or 0.1% of issued and outstanding Common Shares;
     
   

(ii)

Tugela (B) Limited Partnership directly owned of record 4,783,575 Common Shares or 4.7% of issued and outstanding Common Shares; and

       
    (iii) Tugela (B) GP Inc. directly owned of record no Common Shares or 0.0% of issued and outstanding Common Shares.
     
    The general partner of Tugela (B) Limited Partnership is Tugela (B) GP Inc. Tugela (B) GP Inc. is controlled by David Strang. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of 4,783,575 Common Shares.
     
  (b) Percent of class:
     
    See row 11 of the cover page for each Reporting Person.
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:
       
      See row 5 of the cover page of each Reporting Person.
       
    (ii) Shared power to vote or to direct the vote:
       
      See row 6 of the cover page of each Reporting Person.
       
    (iii) Sole power to dispose or to direct the disposition of:
       
      See row 7 of the cover page of each Reporting Person.
       
    (iv) Shared power to dispose or to direct the disposition of:
       
      See row 8 of the cover page of each Reporting Person.
 
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 5 percent of the class of securities, check the following [X]

   
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
   
  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
   
  Not applicable.

 

 

 

 

CUSIP No. 296006109 SCHEDULE 13G Page 7 of 8

 

 

Exhibit Index

 

Exhibit No.   Description
     
Exhibit 1  

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

 

 

 

   

 

 

CUSIP No. 296006109 SCHEDULE 13G Page 8 of 8

 

 

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 8, 2024

 

  DAVID STRANG  
       
  /s/ David Strang  
   
   
  TUGELA (B) LIMITED PARTNERSHIP  
     
  By:

TUGELA (B) GP INC., its general partner

  
       
  By: /s/ David Strang  
  Name: David Strang  
  Title: President  
 
     
 

TUGELA (B) GP INC.

  
     
  By: /s/ David Strang  
  Name: David Strang  
  Title: President  

 

 

   

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: February 8, 2024

 

  DAVID STRANG  
       
  /s/ David Strang  
   
   
  TUGELA (B) LIMITED PARTNERSHIP  
     
  By:

TUGELA (B) GP INC., its general partner

  
       
  By: /s/ David Strang  
  Name: David Strang  
  Title: President  
 
     
 

TUGELA (B) GP INC.

  
     
  By: /s/ David Strang  
  Name: David Strang  
  Title: President  

 

 

 

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