ETQ Corriente Resources

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§240.13d-7 for other parties to whom copies are to be sent.

* 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.		22027E409

* Beneficial ownership of 10,418,441 Common Shares (as defined below) referred to in Rows (8), (10) and (11) (including 2,940,000 Common Shares of which the Reporting Persons (as defined below) may acquire beneficial ownership within sixty days of February 2, 2010 through the exercise of Options held by the Locked-Up Shareholders (as defined below)) is being reported hereunder solely because the Reporting Persons may be deemed to have beneficial ownership of such shares as a result of the Lock-Up Agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the 10,418,441 Common Shares referred to in Rows (8), (10) and (11) for purposes of Section 13(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.

** The calculation of the foregoing percentage is based on 75,349,893 Common Shares issued and outstanding as of December 28, 2009 as represented in the Support Agreement described in Item 4 hereof.

CUSIP No.		22027E409

* Beneficial ownership of 10,418,441 Common Shares referred to in Rows (8), (10) and (11) (including 2,940,000 Common Shares of which the Reporting Persons may acquire beneficial ownership within sixty days of February 2, 2010 through the exercise of Options held by the Locked-Up Shareholders) is being reported hereunder solely because the Reporting Persons may be deemed to have beneficial ownership of such shares as a result of the Lock-Up Agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the 10,418,441 Common Shares referred to in Rows (8), (10) and (11) for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

** The calculation of the foregoing percentage is based on 75,349,893 Common Shares issued and outstanding as of December 28, 2009 as represented in the Support Agreement described in Item 4 hereof.

CUSIP No.		22027E409

* Beneficial ownership of 10,418,441 Common Shares referred to in Rows (8), (10) and (11) (including 2,940,000 Common Shares of which the Reporting Persons may acquire beneficial ownership within sixty days of February 2, 2010 through the exercise of Options held by Locked-Up Shareholders) is being reported hereunder solely because the Reporting Persons may be deemed to have beneficial ownership of such shares as a result of the Lock-Up Agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the 10,418,441 Common Shares referred to in Rows (8), (10) and (11) for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

** The calculation of the foregoing percentage is based on 75,349,893 Common Shares issued and outstanding as of December 28, 2009 as represented in the Support Agreement described in Item 4 hereof.

CUSIP No.		22027E409

* Beneficial ownership of 10,418,441 Common Shares referred to in Rows (8), (10) and (11) (including 2,940,000 Common Shares of which the Reporting Persons may acquire beneficial ownership within sixty days of February 2, 2010 through the exercise of Options) is being reported hereunder solely because the Reporting Persons may be deemed to have beneficial ownership of such shares as a result of the Lock-Up Agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the 10,418,441 Common Shares referred to in Rows (8), (10) and (11) for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

** The calculation of the foregoing percentage is based on 75,349,893 Common Shares issued and outstanding as of December 28, 2009 as reported in the Support Agreement described in Item 4 hereof.

     This Amendment No. 1 amends and supplements the Schedule 13D filed on January 7, 2010 by Tongling Nonferrous Metals Group Holdings Co., Ltd., China Railway Construction Corporation Limited and CRCC-Tongguan Investment Co., Ltd. (the “Statement”) relating to the common shares, without par value, of Corriente Resources Inc., a corporation incorporated under the laws of the Province of British Columbia, Canada. Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Statement, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 2.       Identity and Background

     Item 2 of the Statement is hereby amended by deleting the first two sentences of the first paragraph thereof and inserting the following:

     “This Schedule 13D is being jointly filed by Tongling Nonferrous Metals Group Holdings Co., Ltd., a corporation incorporated under the laws of the People’s Republic of China (“Tongling”), China Railway Construction Corporation Limited, a corporation incorporated under the laws of People’s Republic of China (“CRCC”), CRCC-Tongguan Investment Co., Ltd., a corporation incorporated under the laws of the People’s Republic of China (the “Offeror”), and CRCC-Tongguan Investment (Canada) Co., Ltd., a corporation incorporated under the laws of the Province of British Columbia (“BC Offeror” and, together with Tongling, CRCC and the Offeror, the “Reporting Persons”). The Reporting Persons have entered into an Amended and Restated Joint Filing Agreement, dated February 1, 2010, a copy of which is filed herewith as Exhibit 99.4, and is incorporated by reference.”

     Item 2 of the Statement is hereby amended by adding the following paragraph immediately following the fourth paragraph thereof:

     “BC Offeror is a wholly-owned direct subsidiary of the Offeror. BC Offeror was incorporated under the laws of the Province of British Columbia on December 30, 2009. BC Offeror has not carried on any material business or activity prior to the date hereof other than in connection with matters directly related to the transactions described in Item 4 hereof. The address of the registered and principal office of BC Offeror is 25 ^th Floor, 700 West Georgia Street, Vancouver, British Columbia, Canada V7Y 1B3.”

     Schedule I to the Statement is amended and restated in its entirety to read as set forth on Schedule I hereto.

Item 3.       Source and Amount of Funds or Other Consideration

     The last sentence of Item 3 of the Statement is hereby deleted and replaced with the following:

     “In addition to existing cash resources that the Offeror, Tongling and CRCC have available, the Offeror has received a commitment letter (the “Commitment Letter”), dated January 28, 2010, from the Bank of China for a loan of up to US$300 million for purposes of funding the Offer. The loan will be subject to the condition that all relevant governmental and regulatory approvals that are required to be obtained in connection with the Offer be obtained or otherwise satisfied and terms customary for such loan transactions. The interest rate for the loan will be settled between the Offeror and the Bank of China at the time when the formal loan agreement is entered into and the loan may be repaid at any time without penalty. The foregoing summary of the Commitment Letter does not purport to be complete and it is qualified in its entirety by reference to the complete text of the Commitment Letter, which is filed as Exhibit 99.7 hereto, and is incorporated herein by reference.”

Item 4.       Purpose of Transaction

     The fourth paragraph of Item 4 of the Statement is hereby deleted and replaced in its entirety with the following:

     “In accordance with the Support Agreement, on January 25, 2010, the Offeror assigned its rights under the Support Agreement to BC Offeror pursuant to an assignment and assumption agreement (the “Assignment Agreement”). As a result, BC Offeror became entitled to all the rights and assumed all the obligations under the Support Agreement as the “Offeror” thereunder. Notwithstanding the assumption of obligations under the Support Agreement by BC Offeror, the Offeror remains responsible for all of its obligations under the Support Agreement and continues to be liable to the Issuer for any default in the performance of BC Offeror under the Support Agreement.”

     The seventh paragraph of Item 4 of the Statement is hereby deleted and replaced in its entirety with the following:

     “The Offeror entered into a Lock-Up Agreement (each a “Lock-Up Agreement”, and collectively, the “Lock-Up Agreements”) on December 28, 2009 with each of Daniel Carriere, Richard Clark, Anthony Holler, Darryl Jones, Ross McDonald, Dale Peniuk, Kenneth Shannon and David Unruh (each a “Locked-Up Shareholder” and collectively, the “December Locked-Up Shareholders”), and the Offeror entered into a Lock-Up Agreement on January 29, 2010 with each of Warren McLean, Darryl Lindsay, Ian Harris, Skott Mealer and Leonardo Elizalde (each also a “Locked-Up Shareholder” and collectively, the “January Locked Up Shareholders” and together with the December Locked-Up Shareholders, the “Locked-Up Shareholders”). Each Locked-Up Shareholder executed a Lock-Up Agreement substantially identical to the Form of Lock-Up Agreement attached hereto as Exhibit 99.3. Pursuant to each Lock-Up Agreement, each Locked-Up Shareholder party to such Lock-Up Agreement has agreed, among other things, to (a) accept the Offer, (b) validly deposit or cause to be deposited under the Offer, and not withdraw or cause to be withdrawn, subject to certain exceptions, all of the Common Shares currently owned or controlled by such Locked-Up Shareholder, and (c) exercise all of the Options currently owned by such Locked-Up Shareholder and accept the Offer and validly deposit or cause to be deposited under the Offer, and not withdraw or cause to be withdrawn, all of the Common Shares issued on such exercise of Options, representing an aggregate of 10,418,441 Common Shares or approximately 13.3% of the issued and outstanding Common Shares, except in limited circumstances, some of which are discussed below.”

     The final paragraph of Item 4 of the Statement is hereby deleted and replaced in its entirety with the following:

     “The foregoing summaries of the Support Agreement, the Offer, the Lock-Up Agreements and the Assignment Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Support Agreement, the Form of Lock-Up Agreement and the Assignment Agreement attached hereto as Exhibits 99.2, 99.3 and 99.6, respectively, which are incorporated herein by reference.”

     Item 4 of the Statement is hereby amended by adding the following paragraphs immediately following the last paragraph thereof:

     “On February 1, 2010, BC Offeror made the Offer pursuant to the terms and conditions set forth in the Support Agreement and the Assignment Agreement. The Offer will be open for acceptance until 5:00 p.m. (Vancouver time) on March 25, 2010, unless extended or withdrawn.

     The foregoing summary of the Offer does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer to Purchase and Circular, which is filed as Exhibit 99.5 hereto, and is incorporated herein by reference.”

Item 5.       Interest in Securities of the Issuer

     Item 5(a), (b) and (c) of the Statement are hereby amended and restated to read in their entirety as follows:

“(a) and (b)

As of February 2, 2010, the Reporting Persons did not own any Common Shares. However, as of February 2, 2010, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to have shared power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own), 10,418,441 Common Shares (including 2,940,000 Common Shares of which the Reporting Persons may acquire beneficial ownership within sixty days of February 2, 2010 through the exercise of Options held by the Locked-Up Shareholders), representing approximately 13.3% of the issued and outstanding Common Shares. Accordingly, the percentage of issued and outstanding Common Shares that may be beneficially owned by the Reporting Persons is approximately 13.3%. The beneficial ownership of the 10,418,441 Common Shares referred to above that are subject to the Lock-Up Agreements is expressly disclaimed by each of the Reporting Persons.”

(c)

Except as set forth in Item 4, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the Schedule I Persons, has beneficial ownership of, or has effected any transaction since the date of the Statement, any Common Shares.”

Item 6.       Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     Item 6 of the Statement is hereby amended and restated to read in its entirety as follows:

     “As reported in Item 4, on December 28, 2009, the Offeror entered into the Lock-Up Agreements with the December Locked-Up Shareholders. Also as reported in Item 4, on January 29, 2010, the Offeror entered into the Lock-Up Agreements with the January Locked-Up Shareholders.

     As reported in Item 4, on January 25, 2010 the Offeror assigned its rights under the Support Agreement to BC Offeror, whereby BC Offeror became entitled to all the rights and assumed all the obligations under the Support Agreement as the “Offeror” thereunder. Notwithstanding the assumption of obligations under the Support Agreement by BC Offeror, the Offeror will remain responsible for all of its obligations under the Support Agreement and continue to be liable to the Issuer for any default in the performance of BC Offeror under the Support Agreement.

     As reported in Item 3, the Offeror received a Commitment Letter for a loan of up to US$300 million for purposes of funding the Offer. The information set forth in Items 3 and 4 hereof is incorporated by reference.”

Item 7.       Material to be Filed as Exhibits

Exhibit
No.				Exhibits Name
	99.4.			Amended and Restated Joint Filing Agreement, dated February 2, 2010, by and among Tongling Nonferrous Metals Group Holdings Co., Ltd., China Railway Construction Corporation Limited, CRCC-Tongguan Investment Co., Ltd. and CRCC-Tongguan Investment (Canada) Co., Ltd. to the filing of a joint statement on Schedule 13D, as amended.
	99.5.			Offer to Purchase and Circular dated February 1, 2010. (1)
	99.6.			Assignment and Assumption Agreement, effective as of January 25, 2010, between CRCC-Tongguan Investment Co., Ltd. and CRCC-Tongguan Investment (Canada) Co., Ltd. (1)
	99.7.			Commitment Letter, dated January 28, 2010, from the Bank of China Anhui Branch to CRCC-Tongguan Investment Co., Ltd.

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 2, 2010

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 2, 2010

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 2, 2010

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 2, 2010

EXHIBIT INDEX

Exhibit
No.				Exhibits Name
	99.1.			Joint Filing Agreement, dated January 7, 2010, by and among Tongling Nonferrous Metals Group Holdings Co., Ltd., China Railway Construction Corporation Limited and CRCC-Tongguan Investment Co., Ltd. to the filing of a joint statement on Schedule 13D.**
	99.2.			Support Agreement, dated December 28, 2009, by and among Tongling Non-Ferrous Metals Group Holdings Co., Ltd., China Railway Construction Corporation Limited, CRCC-Tongguan Investment Co., Ltd. and Corriente Resources Inc.**
	99.3.			Form of Lock-Up Agreement.**
	99.4.			Amended and Restated Joint Filing Agreement, dated February 2, 2010, by and among Tongling Nonferrous Metals Group Holdings Co., Ltd., China Railway Construction Corporation Limited, CRCC-Tongguan Investment Co., Ltd. and CRCC-Tongguan Investment (Canada) Co., Ltd. to the filing of a joint statement on Schedule 13D, as amended.*
	99.5.			Offer to Purchase and Circular dated February 1, 2010. (1)
	99.6.			Assignment and Assumption Agreement, effective as of January 25, 2010, between CRCC-Tongguan Investment Co., Ltd. and CRCC-Tongguan Investment (Canada) Co., Ltd. (1)
	99.7.			Commitment Letter, dated January 28, 2010, from the Bank of China Anhui Branch to CRCC-Tongguan Investment Co., Ltd.*

Schedule I

DIRECTORS AND EXECUTIVE OFFICERS OF
TONGLING NONFERROUS METALS GROUP HOLDINGS CO., LTD.
(“TONGLING”)

The (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation and (v) principal business address for each member of Tongling’s board of directors and each executive officer of Tongling is set forth below. Tongling is directly owned by the Chinese state-owned Assets Supervision and Administration Commission of Anhui Province, which is directly under the control of the Anhui Provincial Government of the People’s Republic of China. Unless otherwise indicated, all of the persons listed below are citizens of the People’s Republic of China. If no principal business address is given below, the address is Changjiang West Road, Tongling 244001, Anhui Province, People’s Republic of China.

Principal

Country of

Principal

business

Name

Title

citizenship

occupation

address

Jianghong WEI

Chairman and CEO

Chairman and CEO of Tongling

Guotai FANG

Vice Chairman

Vice Chairman of Tongling

Wu SHAO

Director and Standing Vice President

Director and Standing Vice President of Tongling

Renfa WANG

Director

Director of Tongling

Xiaowei WU

Director

Director of Tongling

Huadong GONG

Director and Vice President

Director and Vice President of Tongling

Keming LIANG

Director and Vice President

Director and Vice President of Tongling

Mingyong CHEN

Director and Vice President

Director and Vice President of Tongling

Libao WANG

Director and Chief Accountant

Director and Chief Accountant of Tongling

Dongqing LI

Chief Engineer

Chief Engineer of Tongling

DIRECTORS AND EXECUTIVE OFFICERS OF
CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
(“CRCC”)

The (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation and (v) principal business address for each member of CRCC’s board of directors and each executive officer of CRCC is set forth below. CRCC is indirectly controlled by the Chinese state-owned Assets Supervision and Administration Commission, which is directly under the State Council of the People’s Republic of China. Unless otherwise indicated, all of the persons listed below are citizens of the People’s Republic of China. If no principal business address is given below, the address is No. 40, Fuxing Road, Beijing 100855, People’s Republic of China.

Principal

Country of

Principal

business

Name

Title

citizenship

occupation

address

Guorui LI

Chairman and non-executive director

Chairman and non-executive director of CRCC

Yuanchen DING

Vice chairman and executive director

Vice chairman and executive director of CRCC

Guangfa ZHAO

Executive director and company president

Executive director and company president of CRCC

Jingui HUO

Non-executive director

Non-executive director of CRCC

Mingxian ZHU

Non-executive director

Non-executive director of CRCC

Kecheng LI

Independent non-executive director

Independent non-executive director of CRCC

Guangjie ZHAO

Independent non-executive director

Independent non-executive director of CRCC

Taishi WU

Independent non-executive director

Independent non-executive director of CRCC

Waifung NGAI

Independent non-executive director

Independent non-executive director of CRCC

Principal

Country of

Principal

business

Name

Title

citizenship

occupation

address

Shugui PENG

Chairman of the Supervisor Committee and company supervisor

Chairman of the Supervisor Committee and company supervisor of CRCC

Shaojun HUANG

Company supervisor

Company supervisor of CRCC

Zhenyi HU

Company vice president and chief economist

Company vice president and chief economist of CRCC

Fengli YU

Company supervisor

Company supervisor of CRCC

Guobin XIA

Company vice president and chief engineer

Company vice president and chief engineer of CRCC

De FAN

Company vice president

Company vice president of CRCC

Zhiliang ZHOU

Company vice president

Company vice president of CRCC

Shangbiao ZHUANG

Company vice president, chief financial officer and chief legal advisor

Company vice president, chief financial officer and chief legal advisor of CRCC

Zongyan ZHANG

Company vice president

Company vice president of CRCC

Ruchen LIU

Company vice president

Company vice president of CRCC

Tingzhu LI

Secretary to the board of directors

Secretary to the board of directors of CRCC

Chun Biu LAW

Qualified accountant and joint company secretary

Hong Kong

Joint company secretary of CRCC

DIRECTORS AND EXECUTIVE OFFICERS OF
CRCC—TONGGUAN INVESTMENT CO., LTD.
(“OFFEROR”)

The (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation and (v) principal business address for each member of the Offeror’s board of directors and each executive officer of the Offeror is set forth below. The Offeror is jointly owned by Tongling and CRCC. Each of Tongling and CRCC directly owns 50% of the Offeror’s equity. Unless otherwise indicated, all of the persons listed below are citizens of the People’s Republic of China. If no principal business address is given below, the address is No. 40, Fuxing Road, Beijing 100855, People’s Republic of China.

Principal

Country of

Principal

business

Name

Title

citizenship

occupation

address

Shouhua JIN

Chairman and Director

Head of Capital Operations Department of CRCC

Dongqing LI

Director and CEO

Chief engineer of Tongling

Changjiang West Road, Tongling 244001, Anhui Province, People’s Republic of China

Xingxi YU

Director

Head of Finance Department of CRCC

Guobin HU

Director

Deputy head of International Cooperation Department of Tongling

Changjiang West Road, Tongling 244001, Anhui Province, People’s Republic of China

Zhaoqi WANG

CFO

Chief of Property Rights Division of Finance Department of CRCC

DIRECTORS AND EXECUTIVE OFFICERS OF
CRCC—TONGGUAN INVESTMENT (CANADA) CO., LTD.
(“BC OFFEROR”)

The (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation and (v) principal business address for each member of BC Offeror's board of directors and each executive officer of BC Offeror is set forth below. BC Offeror is a wholly-owned direct subsidiary of the Offeror. Unless otherwise indicated, all of the persons listed below are citizens of the People's Republic of China. If no principal business address is given below, the address is No. 40, Fuxing Road, Beijing 100855, People’s Republic of China.

Principal

Country of

Principal

business

Name

Title

citizenship

occupation

address

Shouhua JIN

Chairman and Director

Head of Capital Operations Department of CRCC

Dongqing LI

CEO and Director

Chief Engineer of Tongling

Changjiang West Road, Tongling 244001, Anhui Province, People’s Republic of China

Xingxi YU

Director

Head of Finance Department of CRCC

Guobin HU

Secretary and Director

Deputy Head of International Cooperation Department of Tongling

Changjiang West Road, Tongling 244001, Anhui Province, People’s Republic of China

Zhaoqi WANG

CFO

Chief of Property Rights Division of Finance Department of CRCC

Corriente Resources (AMEX:ETQ)
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Corriente Resources (AMEX:ETQ)
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