UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NORTHERN ORION RESOURCES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
665575106
(CUSIP Number)
December 31, 2005
(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 in 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).
Page 1 of 2
CUSIP No. 665575106
1. NAMES OF REPORTING PERSONS: Frank E. Holmes
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 00-0000000
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Canada
NUMBER OF 5. SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 12,572,400 shares
4,564,000 CW08 warrants
356,500 CW10 warrants
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 12,572,400 shares
4,564,000 CW08 warrants
356,500 CW10 warrants
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 12,572,400 shares
4,564,000 CW08 warrants
356,500 CW10 warrants
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4%
12. TYPE OF REPORTING PERSON HC
Page 2 of 2
CUSIP No. 665575106
1. NAMES OF REPORTING PERSONS: U.S. Global Investors, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 00-0000000
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Commonwealth of Massachusetts
NUMBER OF 5. SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 12,572,400 shares
4,564,000 CW08 warrants
356,500 CW10 warrants
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 12,572,400 shares
4,564,000 CW08 warrants
356,500 CW10 warrants
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 12,572,400 shares
4,564,000 CW08 warrants
356,500 CW10 warrants
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4%
12. TYPE OF REPORTING PERSON IA
Page 2 of 2
CUSIP No. 665575106
1. NAMES OF REPORTING PERSONS:
U.S. Global Investors World Precious Minerals Fund
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 00-0000000
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Commonwealth of Massachusetts
NUMBER OF 5. SOLE VOTING POWER: 7,422,000 shares
SHARES 2,887,550 CW08 warrants
BENEFICIALLY 176,500 CW10 warrants
OWNED BY 6. SHARED VOTING POWER: 0
EACH
REPORTING 7. SOLE DISPOSITIVE POWER: 7,422,000 shares
2,887,550 CW08 warrants
176,500 CW10 warrants
PERSON
WITH 8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 7,422,000 shares
2,887,550 CW08 warrants
176,500 CW10 warrants
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
12. TYPE OF REPORTING PERSON IV
Page 2 of 2
ITEM 1.
(a) NAME OF ISSUER: Northern Orion Resources, Inc.
(b) ADDRESS OF ISSUER'S
PRINCIPAL EXECUTIVE OFFICES: 1075 West Georgia Street, Suite 250
Vancouver, B.C.
Canada V6E3C9
ITEM 2.
(a) NAME OF PERSON FILING: Frank E. Holmes
(b) ADDRESS OF PRINCIPAL 7900 Callaghan Road
BUSINESS OFFICE San Antonio, Texas 78229
(c) CITIZENSHIP: Canada
(a) NAME OF PERSON FILING: U.S. Global Investors, Inc. ("USGI")
(b) ADDRESS OF PRINCIPAL 7900 Callaghan Road
BUSINESS OFFICE: San Antonio, Texas 78229
(c) CITIZENSHIP: Texas
(a) NAME OF PERSON FILING: U.S. Global Investors World Precious Minerals
Fund("WPMF")
(b) ADDRESS OF PRINCIPAL: 7900 Callaghan Road
BUSINESS OFFICE San Antonio, Texas 78229
(c) CITIZENSHIP: Commonwealth Massachusetts
(d) TITLE OF CLASS OF SECURITIES: Common Stock (no par value)("Shares")
(e) CUSIP NUMBER: 665575106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 17 CFR ss.240.13d-1(b) OR
ss.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.C. 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) [X] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with 17 CFR 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with 17 CFR
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with 17 CFR
ss.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) [ ] Group, in accordance with 17 CFR ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
The responses to Items 5-11 of the respective cover pages of Mr. Holmes, USGI,
and WPMF are hereby incorporated by reference in response to Items 4(a)-(c).
WPMF, a registered investment company under the Investment Company Act of 1940,
is the direct holder of 7,422,000 Shares, 2,887,550 CW08 warrants, and 176,500
CW10 warrants. USGI, a registered investment adviser under the Investment
Advisors Act of 1940, is the manager of WPMF. USGI is also the manager of other
registered investment companies (the"Funds") that hold in the aggregate
12,572,400 Shares, 4,564,000 CW08 warrants, and 356,500 CW10 warrants, none of
which individually owns greater than five percent of the Shares. Mr. Holmes is
the chief executive officer and controlling shareholder of USGI. Because of
their direct and indirect control of the investment and voting decisions of WPMF
and the other Funds, USGI and Mr. Holmes may be deemed the beneficial owners of
the Shares, but disclaim such beneficial ownership except to the extent of their
pecuniary interest in the Shares.
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 five
percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Item 4 above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
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.
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 as of February 13, 2006.
FRANK E. HOLMES
/s/Susan B. McGee, Power of Attorney
------------------
(Signature) Susan B. McGee, Power of Attorney
U.S. GLOBAL INVESTORS INC.
By: Frank E. Holmes
Chief Executive Officer
/s/Susan B. McGee, Power of Attorney
------------------
(Signature) Susan B. McGee, Power of Attorney
U.S. GLOBAL INVESTORS WORLD
PRECIOUS MINERALS FUND
By: Frank E. Holmes
President/Chief Executive Officer
/s/Susan B. McGee, Power of Attorney
------------------
(Signature) Susan B. McGee, Power of Attorney
Exhibit A
Joint Filing Agreement
We, the undersigned, hereby express our agreement that the attached
Schedule 13G, and any amendments thereto, is filed jointly on behalf of each of
us pursuant to Rule 13d-1(k) of the Exchange Act.
Dated as of: February 13, 2006.
FRANK E. HOLMES
/s/Susan B. McGee, Power of Attorney
------------------
(Signature) Susan B. McGee, Power of Attorney
U.S. GLOBAL INVESTORS INC.
By: Frank E. Holmes
Chief Executive Officer
/s/Susan B. McGee, Power of Attorney
------------------
(Signature) Susan B. McGee, Power of Attorney
U.S. GLOBAL INVESTORS WORLD PRECIOUS
MINERALS FUND
By: Frank E. Holmes
President/Chief Executive Officer
/s/Susan B. McGee, Power of Attorney
------------------
(Signature) Susan B. McGee, Power of Attorney