UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
ERO Copper Corp.
(Name of Issuer)
Common Stock
(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 | 13G/A | Page 2 of 6 |
| 1. | NAMES
OF REPORTING PERSONS GMT Capital Corp. | ||
| 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 Georgia, United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | |
| 6. | SHARED
VOTING POWER 7,750,125 | ||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||
| 8. | SHARED
DISPOSITIVE POWER 7,750,125 | ||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,750,125 | ||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6%1 | ||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IA | ||
| 1 | Calculated based on 102,447,575 shares of common stock of the Issuer (the “Common Stock”) outstanding as of December 31, 2023, as reported on the Issuer’s Reports on Form 6-K, filed with the Securities and Exchange Commission on November 2, 2023, and November 14, 2023. |
| CUSIP No. 296006109 | 13G/A | Page 3 of 6 |
| 1. | NAMES
OF REPORTING PERSONS Thomas E. Claugus | ||
| 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 United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | |
| 6. | SHARED
VOTING POWER 7,750,125 | ||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||
| 8. | SHARED
DISPOSITIVE POWER 7,750,125 | ||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,750,125 | ||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6%1 | ||
| 12. | TYPE
OF REPORTING PERSON (see instructions) HC | ||
| 1 | Calculated based on 102,447,575 shares of common stock of the Issuer (the “Common Stock”) outstanding as of December 31, 2023, as reported on the Issuer’s Reports on Form 6-K, filed with the Securities and Exchange Commission on November 2, 2023 and November 14, 2023. |
| CUSIP No. 296006109 | 13G/A | Page 4 of 6 |
Item 1.
| (a) | Name of Issuer |
The name of the issuer is ERO Copper Corp. (herein referred to as “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices |
The principal executive offices of the Issuer are located at 625 Howe Street, Suite 1050
Vancouver, British Columbia V6C 2T6
Item 2.
| (a) | Name of Persons Filing |
This Statement is being filed jointly on behalf of each of the following persons (collectively, the “Reporting Persons”)
| i) | GMT Capital Corp. (“GMT Capital”) with respect to shares of Common Stock directly owned by each of Bay Resource Partners, L.P. (“Bay”), Bay II Resource Partners, L.P. (“Bay II”), Bay Resource Partners Offshore Master Fund, L.P. (“Bay Offshore”) and certain sub-advisory and separate account clients advised by GMT Capital (together with Bay, Bay II and Bay Offshore, collectively, the “Managed Funds and Accounts”). |
| ii) | Thomas E. Claugus, the control person of GMT Capital, with respect to the shares of Common Stock directly owned by the Managed Funds and Accounts. |
| (b) | Address of the Principal Office or, if none, residence |
The address of the business office of each of the Reporting Persons is 2300 Windy Ridge Parkway, Ste. 550 South
Atlanta, GA 30339.
| (c) | Citizenship |
GMT Capital is a Georgia corporation.
Mr. Claugus is a citizen of the United States.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
296006109
| CUSIP No: 296006109 | 13G/A | Page 5 of 6 |
Item 3. Filing pursuant to §240.13d-1(c)
If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a :
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.D. 78o): |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | ☒ An investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F); |
| (g) | ☒ A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
See Rows 5 through 11 of each Reporting Person’s cover page.
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 ☐
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.
Thomas E. Claugus is the President of GMT Capital and in that capacity directs the operations GMT Capital, including the voting and disposition of shares held by the Managed Funds and Accounts.
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
| CUSIP No. 296006109 |
13G/A |
Page 6 of 6 |
Item 10. Certification
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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.
| February 12, 2024 | |
| Date |
GMT Capital Corp.
By: /s/ Omar Z. Idilby |
|
| Name:
Omar Z. Idilby Title: General Counsel and CCO |
/s/ Thomas E. Claugus.
|
|
Thomas E. Claugus, Omar Z. Idilby, attorney in fact* |
| * | Omar Z. Idilby is signing on behalf of Thomas E. Claugus as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by GMT Capital Corp. on Schedule 13G for Hudbay Minerals Inc. on 2/12/24. |