Effective March 3, 2023, through a transaction with Pandion, Ryan Byrne, Joseph Archibald, Ospraie
Management, LLC and MKS Private Equity BV, Qenta, Inc. (“Qenta”) acquired 100% of the equity
interests of Pandion and its general partner, and subsequently assigned such interests to Qenta Asset
Management LLC (“QAM”), its wholly owned subsidiary (referred to herein as the “Transaction”).
Pandion provides discretionary investment advice solely to private investment funds that seek to generate
significant capital appreciation primarily through investments in companies in the primary business of
constructing and operating mineral mining assets globally. In particular, the Firm serves as the investment
manager to a master/feeder fund complex comprised of (i) Pandion Fund I Feeder, L.P. (the “Feeder
Fund”)1 and (ii) RivertMet Resource Capital, L.P. (“RiverMet” or the “Main Fund”, and the Feeder
Fund, the “Fund”).
The Fund’s primary investment structure consisted of pre-paid metal purchase agreement (“PMPA”). Via
the PMPA, the Fund pre-purchased future production at a discount to the prevailing forward price and
material deliveries amortize the capital investment. The Fund generally receives a senior secured or
substantially similar interest in the mineral property and assets of the company, and also seeks corporate
guarantees and step-in rights as appropriate to permit the removal of management if necessary. PMPAs
were generally structured to include upside potential in the form of equity warrants, call options, royalty
payments and/or other yield enhancements. The Fund also made opportunistic equity investments.
The investment management services Pandion
provides to the Fund primarily consists of investigating,
structuring and negotiating investments and dispositions, monitoring the performance of investments and
performing certain administrative services. These services are provided pursuant to investment
management agreements with the Fund, the Feeder Fund, and RiverMet Resource Capital GP, LLC, the
general partner of the Fund and an affiliate of the Firm (the “General Partner”). The General Partner is
governed by a three-person board of directors comprised of Brent de Jong, Joseph Graf, and Roberto Perez.
The Fund has financed a significant portion of its portfolio with borrowings under a secured credit facility.
Risk factors and other considerations related to the Fund’s secured indebtedness are set forth in Item 8.
All information contained in this brochure is based on the advisory services that the Firm offers. This
brochure is not an offer to invest in the Fund. Information included in this brochure is intended to provide
a useful summary about Pandion, but it is qualified in its entirety by information included in the Fund’s
Limited Partnership Agreement (the “LPA”).
Pandion generally will not permit investors in the Fund to impose limitations on the investment activities
described in the LPA. (See Item 16 – Investment Discretion)
Pandion does not participate in any wrap fee programs.
As of December 31, 2023, the regulatory assets under management, which includes the fair market value of
investments, is approximately $125,234,716. All assets are managed on a discretionary basis.
1 The Feeder Fund is an exempted limited partnership registered in the Cayman Islands that is a limited partner of the
Main Fund and is only allowed to invest in the Main Fund.