KLX Energy Services Holdings, Inc.
|
(Name of Issuer)
|
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
|
48253L205
|
(CUSIP Number)
|
|
March 8, 2023
|
(Date of Event which Requires Filing of this Statement)
|
☐ |
Rule 13d-1(b)
|
☒ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
CUSIP No. 48253L205
|
SCHEDULE 13G
|
Page 2 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Greene's Holding Corp
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
14.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC, CO
|
|
|
|||
|
|
CUSIP No. 48253L205
|
SCHEDULE 13G
|
Page 3 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Greene's Investment Holdings LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
14.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC, OO
|
|
|
|||
|
|
CUSIP No. 48253L205
|
SCHEDULE 13G
|
Page 4 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Denham IV Continuation Fund LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
14.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC, PN
|
|
|
|||
|
|
CUSIP No. 48253L205
|
SCHEDULE 13G
|
Page 5 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Denham IV Continuation Fund GP LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
14.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC, PN
|
|
|
|||
|
|
CUSIP No. 48253L205
|
SCHEDULE 13G
|
Page 6 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Denham IV Continuation GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
14.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC, OO
|
|
|
|||
|
|
CUSIP No. 48253L205
|
SCHEDULE 13G
|
Page 7 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Denham Capital Management LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
14.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA, PN
|
|
|
|||
|
|
CUSIP No. 48253L205
|
SCHEDULE 13G
|
Page 8 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Denham Capital Management GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
14.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC, OO
|
|
|
|||
|
|
CUSIP No. 48253L205
|
SCHEDULE 13G
|
Page 9 of 14 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Stuart D. Porter
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,402,852
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
14.6%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC, IN
|
|
|
|||
|
|
CUSIP No. 48253L205
|
SCHEDULE 13G
|
Page 10 of 14 Pages
|
Item 1(a). |
NAME OF ISSUER
|
Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
|
Item 2(a). |
NAME OF PERSON FILING
|
(i) |
Greene's Holding Corp (“GHC”);
|
(ii) |
Greene's Investment Holdings LLC (“GIH”);
|
(iii) |
Denham IV Continuation Fund LP (“Denham IV Fund”);
|
(iv) |
Denham IV Continuation Fund GP LP (“Denham IV Fund GP”);
|
(v) |
Denham IV Continuation GP LLC (“Denham IV GP”);
|
(vi) |
Denham Capital Management LP (“DCM”);
|
(vii) |
Denham Capital Management GP LLC (“DCM GP”); and
|
(viii) |
Stuart D. Porter (Mr. Porter).
|
Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
|
Item 2(c). |
CITIZENSHIP
|
(i) |
GHC is a Delaware corporation;
|
(ii) |
GIH is a Delaware limited liability company;
|
(iii) |
Denham IV Fund is a Cayman Islands limited partnership;
|
(iv) |
Denham IV Fund GP is a Cayman Islands limited partnership;
|
(v) |
Denham IV GP is a Cayman Islands limited liability company;
|
(vi) |
DCM is a Delaware limited partnership;
|
(vii) |
DCM GP is a Delaware limited liability company; and
|
(viii) |
Mr. Porter is a citizen of the United States.
|
Item 2(d). |
TITLE OF CLASS OF SECURITIES
|
Item 2(e). |
CUSIP NUMBER
|
Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
CUSIP No. 48253L205
|
SCHEDULE 13G
|
Page 11 of 14 Pages
|
Item 4. |
OWNERSHIP
|
Item 4(a)
|
Amount Beneficially Owned:
|
Item 4(b) |
Percent of Class:
|
Item 4(c) |
Number of Shares as to Which Such Person has:
|
(i) |
Sole power to vote or direct the vote: 0
|
(ii) |
Shared power to vote or direct the vote: 2,402,852
|
(iii) |
Sole power to dispose or direct the disposition of: 0
|
(iv) |
Shared power to dispose or direct the disposition of: 2,402,852
|
Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
|
Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
Item 9. |
NOTICE OF DISSOLUTION OF GROUP
|
Item 10. |
CERTIFICATION
|
CUSIP No. 48253L205
|
SCHEDULE 13G
|
Page 12 of 14 Pages
|
Date: March 20, 2023
|
||
Greene's Holding Corp
|
||
By:
|
/s/ Steven Smith
|
|
Name:
|
Steven Smith
|
|
Title:
|
Director
|
|
Greene's Investment Holdings LLC
|
||
By:
|
/s/ Cody Nicholson
|
|
Name:
|
Cody Nicholson
|
|
Title:
|
Secretary
|
|
Denham IV Continuation Fund LP
|
||
By:
|
Denham IV Continuation Fund GP LP, its General Partner
|
|
By:
|
Denham IV Continuation GP LLC, its General Partner
|
|
By:
|
/s/ Anthony Fiore
|
|
Name:
|
Anthony Fiore
|
|
Title:
|
Managing Director
|
|
Denham IV Continuation Fund GP LP
|
||
By:
|
Denham IV Continuation GP LLC, its General Partner
|
|
By:
|
/s/ Anthony Fiore
|
|
Name:
|
Anthony Fiore
|
|
Title:
|
Managing Director
|
|
Denham IV Continuation GP LLC
|
||
By:
|
/s/ Anthony Fiore
|
|
Name:
|
Anthony Fiore
|
|
Title:
|
Managing Director
|
|
Denham Capital Management LP
|
||
By:
|
/s/ Anthony Fiore
|
|
Name:
|
Anthony Fiore
|
|
Title:
|
Chief Legal Officer
|
|
Denham Capital Management GP LLC
|
||
By:
|
/s/ Anthony Fiore
|
|
Name:
|
Anthony Fiore
|
|
Title:
|
Chief Legal Officer
|
|
/s/ Stuart D. Porter
|
||
Stuart D. Porter
|
CUSIP No. 48253L205
|
SCHEDULE 13G
|
Page 13 of 14 Pages
|
Ex.
|
Page No.
|
|
A
|
Joint Filing Agreement
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14 |
CUSIP No. 48253L205
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SCHEDULE 13G
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Page 14 of 14 Pages
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Date: March 20, 2023
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Greene's Holding Corp
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By:
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/s/ Steven Smith
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Name:
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Steven Smith
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Title:
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Director
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Greene's Investment Holdings LLC
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By:
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/s/ Cody Nicholson
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Name:
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Cody Nicholson
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Title:
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Secretary
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Denham IV Continuation Fund LP
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By:
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Denham IV Continuation Fund GP LP, its General Partner
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By:
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Denham IV Continuation GP LLC, its General Partner
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By:
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/s/ Anthony Fiore
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Name:
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Anthony Fiore
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Title:
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Managing Director
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Denham IV Continuation Fund GP LP
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By:
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Denham IV Continuation GP LLC, its General Partner
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By:
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/s/ Anthony Fiore
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Name:
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Anthony Fiore
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Title:
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Managing Director
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Denham IV Continuation GP LLC
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By:
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/s/ Anthony Fiore
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Name:
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Anthony Fiore
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Title:
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Managing Director
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Denham Capital Management LP
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By:
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/s/ Anthony Fiore
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Name:
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Anthony Fiore
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Title:
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Chief Legal Officer
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Denham Capital Management GP LLC
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By:
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/s/ Anthony Fiore
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Name:
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Anthony Fiore
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Title:
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Chief Legal Officer
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/s/ Stuart D. Porter
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Stuart D. Porter
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