Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934

(Amendment No. 2)
 
Fronteer Gold Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
35903Q106
(CUSIP Number)
 
December 31, 2010
(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)
  
 
x
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 the 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).
 

Continued on following pages
Page 1 of 7 Pages

 
 
 

SCHEDULE 13G
 
CUSIP No. 35903Q106
Page 2of 7 Pages
 
1
Names of Reporting Persons
 
Jacob E. Safra
   
 
I.R.S. Identification Nos. of above persons (entities only)
 
N/A
   
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
 
N/A

 
5
Sole Voting Power
Number of
Shares
  
780,000
     
Beneficially
 Owned By
      Each
6
Shared Voting Power
0
     
Reporting
   Person
    With
7
Sole Dispositive Power
780,000
 
8
Shared Dispositive Power
   
0
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
780,000
   
10
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
 
[    ]
   
11
Percent of Class Represented By Amount in Row (9)
   
 
Less than 1%
   
12
Type of Reporting Person (See Instructions)
   
 
IN

 
 
 

SCHEDULE 13G
 
CUSIP No. 35903Q106
Page 3of 7 Pages

1
NWG Holdings Inc.
   
 
I.R.S. Identification Nos. of above persons (entities only)
 
N/A
   
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
  
 
Barbados
  

Number of
Shares
5
Sole Voting Power
780,000
     
Beneficially
 Owned By
      Each
6
Shared Voting Power
0
     
Reporting
  Person
   With
7
Sole Dispositive Power
780,000
 
8
Shared Dispositive Power
   
0

9
Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
780,000
   
10
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
 
[    ]
   
11
Percent of Class Represented By Amount in Row (9)
   
 
Less than 1%
   
12
Type of Reporting Person (See Instructions)
 
CO


 
 
 



SCHEDULE 13G
 
CUSIP No. 35903Q106
Page 4 of 7 Pages
 
1
Names of Reporting Persons
 
NWG Investments Inc.
   
 
I.R.S. Identification Nos. of above persons (entities only)
 
N/A
   
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
 
Barbados

 
5
Sole Voting Power
Number of
Shares
  
780,000
     
Beneficially
 Owned By
      Each
6
Shared Voting Power
0
     
Reporting
   Person
     With
7
Sole Dispositive Power
780,000
     
 
8
Shared Dispositive Power
 
   
0

9
Aggregate Amount Beneficially Owned by Each Reporting Person
   
 
780,000
   
10
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   
 
[    ]
   
11
Percent of Class Represented By Amount in Row (9)
   
 
Less than 1%
   
12
Type of Reporting Person (See Instructions)
 
CO

 
 
 

SCHEDULE 13G
 
CUSIP No. 35903Q106
Page 5 of 7 Pages
  
Item 1(a)
Name of Issuer:
 
  
Fronteer Gold Inc. (the "Issuer")
 
Item 1(b)
Address of the Issuer's Principal Executive Offices:
 
1650-1055 West Hastings St.,
Vancouver, British Columbia, Canada V6R 2E9
 
Item 2(a)
Name of Person Filing:
   
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

 
i)
Jacob E. Safra (“Safra”)

 
ii)
NWG Holdings Inc. (“NWG Holdings”)

 
iii)
NWG Investments Inc. (“NWG Investments”)

This statement related to Shares (as defined herein below) held by NWG Investments.  NWG Investments is indirectly owned 100% by Safra through NWG Holdings.
 
Item2(b) 
Address of Principal Business Office or, if None, Residence:
 
The address of Safra is c/o CDL Consultants, 29 rue de la Coulouvrenière 1204 GENEVA Switzerland
 
The address of the principal business office of NWG Investments is c/o Selena Invest SA, Mill Mall, P.O. Box 964, Road Town, Tortola, BVI.
 
Item 2(c)
Citizenship:
 
1)
Safra is an individual
     
 
2)
NWG Holdings is a Barbados corporation.
     
 
3)
NWG Investments is a Barbados corporation.

Item 2(d)
Title of Class of Securities:
    
 
Common Stock (the "Shares").
    
Item 2(e)
CUSIP Number:
 
35903Q106
 
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
  
 
This Item 3 is not applicable.
 
Item 4.
Ownership:  
 
Item 4(a)
Amount Beneficially Owned:
 
As of February 9, 2011, each of the Reporting Persons may be deemed to be the beneficial owner of 780,000 Shares.

 
 
 

SCHEDULE 13G
 
CUSIP No. 35903Q106
Page 6 of 7 Pages

Item 4(b)
Percent of Class:
 
According to the Issuer’s Form 6-K filed on November 12, 2010, the number of Shares outstanding as of September 30, 2010 was 120,703,856.  Each of the Reporting Persons may be deemed to be the beneficial owner of less than 1% of the total number of Shares outstanding.
 
Item 4(c)
Number of shares as to which such person has:
 
Safra
 
(i)
Sole power to vote or direct the vote
780,000
     
(ii)
Shared power to vote or to direct the vote
0
     
(iii)
Sole power to dispose or to direct the disposition of
780,000
     
(iv)
Shared power to dispose or to direct the disposition of
0

NWG Holdings

(i)
Sole power to vote or direct the vote
780,000
     
(ii)
Shared power to vote or to direct the vote
0
     
(iii)
Sole power to dispose or to direct the disposition of
780,000
     
(iv)
Shared power to dispose or to direct the disposition of
0

NWG Investments
 
(i)
Sole power to vote or direct the vote
780,000
     
(ii)
Shared power to vote or to direct the vote
0
     
(iii)
Sole power to dispose or to direct the disposition of
780,000
     
(iv)
Shared power to dispose or to direct the disposition of
0

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: x
    
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person:
 
This Item 6 is not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
This Item 7 is not applicable.
    
Item 8.
Identification and Classification of Members of the Group:
 
  
  
This Item 8 is not applicable.

Item 9.
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
Item 10. 
Certification:
 
By signing below each of the Reporting Persons certify that, to the best of such person's 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 
 
 

SCHEDULE 13G
 
CUSIP No. 35903Q106
Page 7 of 7 Pages
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date:
February 10, 2011
NWG HOLDINGS INC. 
 
By:
/s/ Dominique Liardet    
 
Name:
Dominique Liardet  
 
Title:
Attorney in Fact  

Date:
February 10, 2011
NWG INVESTMENTS INC.
  
 
By:
/s/Dominique Liardet    
 
Name:
Dominique Liardet  
 
Title:
Attorney in Fact  
 
Date:
February 10, 2011
 
  

 
/s/Jacob E. Safra
JACOB E. SAFRA
 
Joint Filing Agreement

                        In accordance with Rule 13d-1(k) under the Securities Exchange Act, as amended, the undersigned hereby agree to the joint filing on behalf of each of them on a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, no par value, of Fronteer Gold Inc.

                        IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 10th day of February 2011.

NWG INVESTMENTS INC.
  
NWG HOLDINGS INC.
     
By: /s/Dominique Liardet
  
By: /s/Dominique Liardet
 
Name: Dominique Liardet
  
Name: Dominique Liardet
Title: Attorney in Fact
  
Title: Attorney in Fact
     
/s/Jacob E. Safra
    
JACOB E. SAFRA