UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Auryn Resources Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
05208W108
(CUSIP Number)
December 31, 2018
(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. 05208W108 | 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
11,124,228 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
11,124,228 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,124,228 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
12.3% | |||||
| 12 | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. 05208W108 | Schedule 13G | Page 3 of 5 |
| Item 1(a) | Name of Issuer: |
Auryn Resources Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
600 – 1199 West Hastings Street
Vancouver, B.C., Canada V6E 3T5
| 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, B.C., Canada V6C 2X8
| Item 2(c) | Citizenship: |
Ontario, Canada
| Item 2(d) | Title of Class of Securities: |
Common Shares (the “Common Shares”)
| Item 2(e) | CUSIP Number: |
05208W108
| 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 90,337,816 Common Shares issued and outstanding as of November 8, 2018, as disclosed by the Issuer in its Management’s Discussion and Analysis for the nine months ended September 30, 2018 filed with the Securities and Exchange Commission on November 9, 2018.
| (a) | Amount beneficially owned: |
11,124,228
| (b) | Percent of class: |
12.3%
| CUSIP No. 05208W108 | Schedule 13G | Page 4 of 5 |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 11,124,228 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 11,124,228 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| 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. 05208W108 | 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 5, 2019
| Goldcorp Inc. | ||
| By: | /s/ Anna Tudela | |
| Name: | Anna Tudela | |
| Title: | VP, Diversity, Regulatory Affairs and Corporate Secretary | |