1 |
NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY):
|
||||
|
|||||
Central
Asian Metals, Inc.
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): |
||||
(a) o
|
|||||
(b) o
|
|||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
British
Virgin Islands
|
|||||
5 | SOLE VOTING POWER: | ||||
NUMBER
OF
|
20,400,408
|
||||
|
|||||
SHARES
|
6 | SHARED VOTING POWER: | |||
BENEFICIALLY
|
|||||
OWNED
BY
|
0
|
||||
|
|||||
EACH
|
7 | SOLE DISPOSITIVE POWER: | |||
REPORTING
|
|||||
PERSON
|
20,400,408
|
||||
|
|||||
WITH:
|
8 | SHARED DISPOSITIVE POWER: | |||
0
|
|||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
20,400,408
|
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o
|
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
16.3%
|
|||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO
|
1 |
NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY):
|
||||
|
|||||
The
White Hill Trust
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): |
||||
(a) o
|
|||||
(b) o
|
|||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Cayman
Islands
|
|||||
5 | SOLE VOTING POWER: | ||||
NUMBER
OF
|
21,483,741
|
||||
|
|||||
SHARES
|
6 | SHARED VOTING POWER: | |||
BENEFICIALLY
|
|||||
OWNED
BY
|
0
|
||||
|
|||||
EACH
|
7 | SOLE DISPOSITIVE POWER: | |||
REPORTING
|
|||||
PERSON
|
21,483,741
|
||||
|
|||||
WITH:
|
8 | SHARED DISPOSITIVE POWER: | |||
0
|
|||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
21,483,741 (1)
|
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o
|
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
17.2%
|
|||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO
|
|
(1)
|
The
White Hill Trust, as the sole shareholder of Central Asian Metals, Inc.,
is deemed to beneficially own the 20,400,408 shares of Bekem Metals, Inc.
currently held by Central Asian Metals, Inc. The White Hill
Trust is also the sole owner of Munivac Global Ventures Inc, a British
Virgin Islands corporation, which owns 1,083,333 shares of Bekem Metals,
Inc., and the White Hill Trust is thus deemed to be the beneficial owner
of a total of 21,483,741 shares of Bekem Metals,
Inc.
|
|
1 |
NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY):
|
||||
|
|||||
Mirbulat
Abuov
|
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): |
||||
(a) o
|
|||||
(b) o
|
|||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Kazakhstan
|
|||||
5 | SOLE VOTING POWER: | ||||
NUMBER
OF
|
21,483,741
|
||||
|
|||||
SHARES
|
6 | SHARED VOTING POWER: | |||
BENEFICIALLY
|
|||||
OWNED
BY
|
0
|
||||
|
|||||
EACH
|
7 | SOLE DISPOSITIVE POWER: | |||
REPORTING
|
|||||
PERSON
|
21,483,741
|
||||
|
|||||
WITH:
|
8 | SHARED DISPOSITIVE POWER: | |||
0
|
|||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
21,483,741(1)
|
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o
|
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
17.2%
|
|||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN
|
|
(1)
|
Mirbulat
Abuov is the Settlor of the White Hill Trust, and is deemed to be the
beneficial owner of all shares of Bekem Metals, Inc. held by wholly-owned
subsidiaries of the White Hill Trust
(21,483,741shares).
|
Central
Asian Metals, Inc.:
The
White Hill Trust:
Mirbulat
Abuov:
|
Domiciled in British Virgin Islands
Domiciled in Cayman Islands
Domiciled in
Kazakhstan
|
|
(i)
|
Sole
power to vote or to direct the vote:
20,400,408
|
|
(ii)
|
Shared
power to vote or to direct the vote:
20,400,408
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
20,400,408
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
20,400,408
|
|
(i)
|
Sole
power to vote or to direct the vote:
21,483,741
|
|
(ii)
|
Shared
power to vote or to direct the vote:
21,483,741
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
21,483,741
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
21,483,741
|
|
(i)
|
Sole
power to vote or to direct the vote:
21,483,741
|
|
(ii)
|
Shared
power to vote or to direct the vote:
21,483,741
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
21,483,741
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
21,483,741
|
|
By:
|
/s/ Mirbulat Abuov | |
Mirbulat Abuov |
Central Asian Metals, Inc. | |||
|
By:
|
Lakeside
Management Ltd.
Director,
Central Asian Metals, Inc.
|
|
By: | /s/ Nicole Huber | ||
Name: Nicole Huber | |||
Title: Director, Lakeside Management Ltd. | |||
By: | /s/ Roelant Siemer | ||
Name: Roelant Siemer | |||
Title: Director, Lakeside Management Ltd. |
The White Hill Trust | |||
|
By:
|
Brilliance
Investments Ltd
As
Trustee of The White Hill Trust
|
|
By: | /s/ Nicole Huber | ||
Name: Nicole Huber | |||
Title: Director, Brilliance Investments Ltd | |||
By: | /s/ Kim Fessler | ||
Name: Kim Fessler | |||
Title: Director, Brilliance Investments Ltd |