Scully Royalty Ltd. — Major Shareholding Notification 1998

Mar 16, 1998

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 ICHOR CORPORATION - ---------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value - ---------------------------------------------------------------------------- (Title and Class of Securities) 693286 10 6 - ---------------------------------------------------------------------------- (CUSIP Number) Michael J. Smith, 6 Rue Charles-Bonnet, 1206 Geneva, Switzerland Telephone (41 22) 818 2999 - ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 6, 1998 - ---------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. 2 Page 2 of 11 Pages CUSIP No. 693286 10 6 ----------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons MFC Bancorp Ltd. ------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3) SEC Use Only ---------------------------------------------- 4) Source of Funds AF ------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) - ------------------------------------------------------------------------- 6) Citizenship or Place of Organization Yukon Territory, Canada ------------------------------- Number of (7) Sole Voting Power 0 Shares Bene- --------------------- ficially (8) Shared Voting Power 6,866,003 Owned by ------------------- Each Reporting (9) Sole Dispositive Power 0 Person ---------------- With (10) Shared Dispositive Power 6,866,003 -------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 6,866,003 ---------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares --------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 88.0% ------------------- 14) Type of Reporting Person CO --------------------------------------------- - -------------- * Including the assumed conversion of 402,500 preferred shares of ICHOR Corporation indirectly acquired on March 6, 1998, based on a conversion price of $1.39. 3 Page 3 of 11 Pages CUSIP No. 693286 10 6 ----------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons Logan International Corp. ------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3) SEC Use Only ----------------------------------------------------- 4) Source of Funds WC -------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ------------------------------------------------------------------- 6) Citizenship or Place of Organization Washington ----------------------------- Number of (7) Sole Voting Power 0 Shares Bene- ----------- ficially (8) Shared Voting Power 3,525,180 Owned by ----------- Each Reporting (9) Sole Dispositive Power 0 Person ------- With (10) Shared Dispositive Power 3,525,180 ----------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,525,180 ---------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares --------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 59.4% -------------------- 14) Type of Reporting Person CO -------------------------------------------- - -------------- * Including the assumed conversion of 142,500 preferred shares of ICHOR Corporation acquired on March 6, 1998, based on a conversion price of $1.39. 4 Page 4 of 11 Pages CUSIP No. 693286 10 6 ----------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons Sutton Park International Ltd. ------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3) SEC Use Only ------------------------------------------------------ 4) Source of Funds WC --------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) -------------------------------------------------------------------- 6) Citizenship or Place of Organization Tortola, British Virgin Islands -------------------------------- Number of (7) Sole Voting Power 0 Shares Bene- --------------- ficially (8) Shared Voting Power 1,258,992 Owned by ------------- Each Reporting (9) Sole Dispositive Power 0 Person ---------- With (10) Shared Dispositive Power 1,258,992 ----------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,258,992 ---------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares -------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 20.4% ---------- 14) Type of Reporting Person CO ---------------------------------- - ------------- * Assuming the conversion of 175,000 preferred shares of ICHOR Corporation acquired on March 6, 1998, based on a conversion price of $1.39. 5 Page 5 of 11 Pages CUSIP No. 693286 10 6 ----------- 1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons Constable Investments Ltd. -------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] 3) SEC Use Only -------------------------------------------------- 4) Source of Funds WC ---------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) --------------------------------------------------------------------- 6) Citizenship or Place of Organization Tortola, British Virgin Islands ------------------------------- Number of (7) Sole Voting Power 0 Shares Bene- --------------- ficially (8) Shared Voting Power 611,511 Owned by ------------- Each Reporting (9) Sole Dispositive Power 0 Person ---------- With (10) Shared Dispositive Power 611,511 ---------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 611,511 -------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares --------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 11.1% ----------- 14) Type of Reporting Person CO ------------------------------------ - ------------- * Assuming the conversion of 85,000 preferred shares of ICHOR Corporation acquired on March 6, 1998, based on a conversion price of $1.39. 6 Page 6 of 11 Pages ITEM 1. SECURITY AND ISSUER. This statement relates to the shares of common stock with a $0.01 par value each of ICHOR Corporation ("ICHOR"), a Delaware corporation, having a principal executive office at Suite 1250, 400 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A6. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of MFC Bancorp Ltd. ("MFC"), Logan International Corp. ("Logan"), Sutton Park International Ltd. ("Sutton") and Constable Investments Ltd. ("Constable"). MFC operates in the financial services segment and has a principal business and office address at 6 Rue Charles-Bonnet, 1206 Geneva, Switzerland. Sutton and Constable are wholly- owned operating companies of MFC. Sutton's principal business and office address is 6 Rue Charles-Bonnet, 1206 Geneva, Switzerland. Constable's principal business and office address is 8 Queensway House, Queen Street, St. Helier, Jersey, Channel Islands, JF2 4WD. Logan is a 69% owned subsidiary of MFC which engages in real estate activities and has a principal business and office address at #108 - 1201 SW 7th Street, P.O. Box 860, Renton, Washington, U.S.A. 98055-0860. See Item 6 on pages 2 to 5 of this Schedule 13D/A for the jurisdiction of organization of MFC, Logan, Sutton and Constable. The following table lists the names, citizenship, principal business addresses and principal occupations of the executive officers and directors of MFC, Logan, Sutton and Constable. Sanne Trust Company Limited ("Sanne") is the corporate secretary of Sutton and Constable and is a corporation organized pursuant to the laws of the Channel Islands. Sanne operates as a corporate secretary and nominee and has a principal business and office address at 8 Queensway House, Queen Street, St. Helier, Jersey, Channel Islands, JE2 4WD.

7 Page 7 of 11 Pages During the last five years, neither MFC, Logan, Sutton, Constable nor, to the knowledge of MFC, Logan, Sutton or Constable, any of their officers or directors, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor have they been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Each of MFC, Logan, Sutton and Constable have executed a joint filing agreement consenting to the joint filing of this Schedule 13D/A. Such agreement is filed as Exhibit 1 to this Schedule 13D/A and is incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Logan acquired 142,500 shares of 5% Cumulative Redeemable Convertible Preferred Stock, Series 1 (the "Preferred Stock") of ICHOR in consideration of debt forgiveness in the amount of $1,425,000. Sutton acquired 175,000 shares of Preferred Stock in consideration of $750,000 in debt forgiveness and $1,000,000 from Sutton's cash reserves. Constable has paid an aggregate of $850,000 or $10.00 per share for 85,000 shares of Preferred Stock. The purchase price was paid from Constable's cash reserves. ITEM 4. PURPOSE OF TRANSACTION. Logan, Sutton and Constable have acquired their respective shares of Preferred Stock for investment purposes. At this time, neither MFC, Logan, Sutton or Constable nor, to the knowledge of MFC, Logan, Sutton or Constable, any of their directors or executive officers, have the intention of acquiring additional shares of ICHOR, although MFC, Logan, Sutton and Constable reserve the right to make additional purchases on the open market, in private transactions and from treasury. Neither MFC, Logan, Sutton or Constable nor, to the knowledge of MFC, Logan, Sutton or Constable, any of their directors or executive officers, have any present intention, arrangements or understandings to effect any of the transactions listed in Item 4(a)-(j) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As disclosed in the Schedule 13D dated December 17, 1996 filed by MFC and Logan, MFC was the beneficial holder of 3,970,320 shares of common stock of ICHOR, and Logan was the beneficial holder of 2,500,000 shares of common stock of ICHOR. On March 6, 1998, Logan completed the acquisition of 142,500 shares of Preferred Stock (the "Logan Preferred Stock") from treasury in consideration of $1,425,000 in debt forgiveness. The Preferred Stock have a conversion price equal to 90% of the 20 day average closing trading price of the shares of common stock of ICHOR on the stock exchange or quotation system through with the largest number of shares of common stock traded during the period immediately preceding the date that notice of conversion is delivered to 8 Page 8 of 11 Pages ICHOR. For the purposes of this Schedule 13D/A, the conversion price and the amount of underlying common stock have been calculated using the 20 day average closing trading price on March 6, 1998, which was approximately $1.54. As a result of these transactions, Logan has the shared power to direct the vote and disposition of a total of 3,525,180 shares of common stock of ICHOR, which represents approximately 59.4% of the issued and outstanding common stock of ICHOR, assuming the conversion of the Logan Preferred Stock at a conversion price of $1.39 per share into 1,025,180 common shares of ICHOR. On March 6, 1998, Sutton completed the acquisition of 175,000 shares of Preferred Stock (the "Sutton Preferred Stock") from treasury in consideration of $750,000 in debt forgiveness and a private placement in the amount of $1.0 million. As a result, Sutton has the shared power to direct the vote and disposition of 1,258,992 shares of common stock of ICHOR, which represents approximately 20.4% of ICHOR's issued and outstanding common shares, assuming the conversion of the Sutton Preferred Stock at a conversion price of $1.39 per share. On March 6, 1998, Constable completed the acquisition of 85,000 shares of Preferred Stock (the "Constable Preferred Stock") from treasury for $10.00 per share or an aggregate purchase price of $850,000. As a result, Constable has the shared power to direct the vote and disposition of 611,511 shares of common stock of ICHOR, which represents approximately 11.1% of ICHOR's issued and outstanding common shares, assuming the conversion of the Constable Preferred Stock at a conversion price of $1.39 per share. As a result of the above-mentioned transactions, MFC has the shared power to direct the vote and disposition of 6,866,003 shares of common stock of ICHOR, which represents approximately 88% of ICHOR's issued and outstanding common shares, assuming the conversion of the Logan, Sutton and Constable Preferred Stock at a conversion price of $1.39 per share into an aggregate of 2,895,683 common shares of ICHOR. Michael J. Smith, Roy Zanatta and Leonard Petersen are each deemed to be beneficial owners of approximately 10,000 shares (less than 1%) of common stock of ICHOR, pursuant to unexercised stock options. To the knowledge of MFC, Logan, Sutton and Constable, none of its directors or executive officers have any power to vote or dispose of any shares of common stock of ICHOR, nor did they, MFC, Logan, Sutton or Constable effect any transactions in such shares during the past 60 days, except as disclosed herein. 9 Page 9 of 11 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The description of the transactions described in Item 5 above is qualified in its entirety by reference to Exhibits 2, 3, 4, 5 and 6 which contain the debt settlement and subscription agreements and are incorporated herein by reference. As disclosed in Item 5 above, Mr. Smith, Mr. Zanatta and Mr. Petersen currently hold stock options entitling them to purchase shares of common stock of ICHOR. Set forth as Exhibit 7 is ICHOR's Amended 1994 Stock Option Plan, which is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Number Description -------------- ----------- 1 Joint Filing Agreement among MFC Bancorp Ltd., Logan International Corp., Sutton Park International Ltd. and Constable Investments Ltd. dated March 13, 1998. 2 Debt Settlement Agreement between Logan International Corp. and ICHOR Corporation dated September 30, 1997. 3 Debt Settlement Agreement between Logan International Corp. and ICHOR Corporation dated February 20, 1998. 4 Debt Settlement Agreement between Sutton Park International Ltd. and ICHOR Corporation dated February 20, 1998. 5 Subscription Agreement between Constable Investments Ltd. and ICHOR Corporation dated February 26, 1998. 6 Subscription Agreement between Sutton Park International Ltd. and ICHOR Corporation dated February 26, 1998. 7 Amended 1994 Stock Option Plan of ICHOR Corporation. Incorporated by reference to the Definitive Schedule 14A of ICHOR Corporation filed July 9, 1996. 10 Page 10 of 11 Pages 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. March 13, 1998 ------------------------------ (Date) MFC BANCORP LTD. By: /s/ Michael J. Smith ------------------------------ (Signature) Michael J. Smith, President ------------------------------ (Name and Title) March 13, 1998 ------------------------------ (Date) LOGAN INTERNATIONAL CORP. By: /s/ Michael J. Smith ------------------------------ (Signature) Michael J. Smith, President ------------------------------ (Name and Title) 11 Page 11 of 11 Pages March 13, 1998 ------------------------------ (Date) SUTTON PARK INTERNATIONAL LTD. By: /s/ Michael J. Smith ------------------------------ (Signature) Michael J. Smith, Director ------------------------------ (Name and Title) March 13, 1998 ------------------------------ (Date) CONSTABLE INVESTMENTS LTD. By: /s/ Michael J. Smith ------------------------------ (Signature) Michael J. Smith, Director ------------------------------ (Name and Title) 12 EXHIBIT INDEX ------------- 1 Joint Filing Agreement among MFC Bancorp Ltd., Logan International Corp., Sutton Park International Ltd. and Constable Investments Ltd. dated March 13, 1998. 2 Debt Settlement Agreement between Logan International Corp. and ICHOR Corporation dated September 30, 1997. 3 Debt Settlement Agreement between Logan International Corp. and ICHOR Corporation dated February 20, 1998. 4 Debt Settlement Agreement between Sutton Park International Ltd. and ICHOR Corporation dated February 20, 1998. 5 Subscription Agreement between Constable Investments Ltd. and ICHOR Corporation dated February 26, 1998. 6 Subscription Agreement between Sutton Park International Ltd. and ICHOR Corporation dated February 26, 1998. 7 Amended 1994 Stock Option Plan of ICHOR Corporation. Incorporated by reference to the Definitive Schedule 14A of ICHOR Corporation filed July 9, 1996.