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(a)
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Name of Person Filing:
This statement is being filed on behalf of the following (collectively, the “Reporting Persons”): (i) South Lake One, LLC (“South Lake”), (ii) Isidoro Quiroga Moreno (“Quiroga”), (iii) Inversiones El Aromo Limitada (“El Aromo”), and (iv) Asesorías e Inversiones Benjamín S.A. (“Benjamin”).
This statement amends Amendment No. 2 to Schedule 13G filed by Inversiones Kinacu Limitada (“Kinacu”), Quiroga, El Aromo and Benjamin with the Securities and Exchange Commission (“Commission”) on September 6, 2019 (the “Prior Statement”), to disclose the change in the ownership structure of the 5,786,571 shares of the Issuer’s Common Stock previously held directly by Kinacu as disclosed in the Prior Statement and the 1,000,000 shares of the Issuer’s Common Stock previously held directly by Benjamin as disclosed in the Prior Statement, resulting in South Lake having direct and indirect ownership of over 5% of the Issuer’s Common Stock and Benjamin having direct and indirect ownership of less than 5% of the Issuer’s Common Stock.
Quiroga directly owns approximately 71% of the issued and outstanding capital stock of El Aromo. El Aromo directly or indirectly controls (as a general partner with the power to manage) South Lake, direct owner of 11,548,476 shares of the Issuer’s Common Stock.
Kinacu, an indirect subsidiary of El Aromo previously owned 5,786,571 shares of the Issuer’s Common Stock as reported on the Prior Statement, equivalent to approximately 4.7% of the Issuer’s Common Stock as of the date of the Prior Statement’s filing. Approximately 89% of the issued and outstanding capital stock of Kinacu is directly owned by Junior Investment Company, a corporation organized under the laws of the Cayman Island (“JIC”) and approximately 11% of the issued and outstanding capital stock of Kinacu is directly owned by Quiroga. JIC is a wholly owned subsidiary of Benjamin, which previously directly owned 1,000,000 shares of the Issuer’s Common Stock as of the date of the Prior Statement’s filing. Approximately 100% of the issued and outstanding capital stock of Benjamin is directly owned by El Aromo.
On November 4, 2019, Kinacu transferred all of its directly held 5,786,571 shares of the Issuer’s Common Stock to South Lake and on November 11, 2019, Benjamin entered into an agreement to transfer all of its directly held 1,000,000 shares of the Issuer’s Common Stock to South Lake (collectively, the “Share Transfers”), increasing South Lake’s direct ownership of the Issuer’s Common Stock to 12,148,476 shares, representing approximately 9.93% of the Issuer Common Stock.
South Lake is wholly owned by South Cone Investments Limited Partnership, a Canadian limited partnership (“South Cone”), which is controlled by its general partner El Aromo, which is controlled by Isidoro Quiroga Moreno as described above.
As a result of the Share Transfers changing the ownership structure of the shares of Common Stock of the Issuer previously held by Kinacu and Benjamin, increasing South Lake’s beneficial ownership of the Issuer’s Common Stock to over 5% and decreasing Benjamin’s beneficial ownership of the Issuer’s Common Stock to less than 5%, the Reporting Persons are jointly filing this statement.
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