Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Amendment No. 9 to SCHEDULE 13D
Under the Securities Exchange Act of 1934
AUGUSTA GOLD CORP.
(Name of Issuer)
Common Stock, $0.0001 Par Value
(Title of Class of Securities)
051276103
(CUSIP Number)
Augusta Investments Inc. Suite 555, 999 Canada Place
Vancouver, British Columbia V6C 3E1 Canada
(604) 687-1717
Copy to: Jason K. Brenkert
Dorsey & Whitney LLP
1400 Wewatta Street, Suite 400
Denver, Colorado 80202-5549
(303) 629-3445
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 26, 2024
(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. ☐
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. 051276103
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1
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NAMES OF REPORTING PERSONS
Augusta Investments Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⌧
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
Not Applicable
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia
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7
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SOLE VOTING POWER
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42,765,388 (1)
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NUMBER OF SHARES
BENEFICIALLY
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8
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SHARED VOTING POWER
0
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OWNED BY EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
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PERSON WITH:
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42,765,388 (1)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,765,388 (1)
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12
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CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
NOT APPLICABLE
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.40%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(1)
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Includes 25,390,388 shares of common stock of the Issuer (the “Shares”) and warrants to purchase 17,375,000 Shares.
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(2)
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The percentages used herein are calculated based upon 85,929,753 outstanding shares of Augusta Gold Corp. as
of March 27, 2024, plus 17,375,000 common shares in aggregate underlying convertible securities which are beneficially owned by Augusta Investments Inc. and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
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CUSIP NO. 051276103
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1
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NAMES OF REPORTING PERSONS
Richard Warke
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⌧
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
Not Applicable
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
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7
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SOLE VOTING POWER
43,565,388(1)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
43,565,388 (1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,565,388 (1)
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12
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CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
NOT APPLICABLE
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.85%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
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Includes 25,390,388 Shares, warrants to purchase 17,375,000 Shares, and options exercisable for 800,000 Shares.
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(2)
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The percentages used herein are calculated based upon 85,929,753 outstanding shares of Augusta Gold Corp. as
of as of March 27, 2024, plus 18,175,000 common shares in aggregate underlying convertible securities which are beneficially owned by Augusta Investments Inc. and Richard Warke and are included pursuant to Rule 13d-3(d)(1)(i) of the Act.
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Explanatory Note:
This Statement constitutes Amendment No. 9 (“Amendment No. 9”) to the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on March 12, 2021 (the “Original Schedule 13D”), as amended through to the date hereof (the “Amended Schedule
13D”) with respect to the common stock of Augusta Gold Corp. (the “Issuer”), held by Augusta Investments Inc. (“Augusta Investments”) and Richard Warke (“Mr. Warke”).
This Schedule 13D supplements, amends and constitutes Amendment No. 11 to the
Schedule 13D filed with the Commission by Augusta Investments on October 28, 2020, as amended through to the date hereof.
This Amendment No. 9 amends and supplements the Amended Schedule 13D on behalf of the undersigned
to furnish the information set forth herein. Except as set forth below, all Items of the Amended Schedule 13D remain unchanged.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Amended Schedule 13D is hereby amended to add the following at the end thereof:
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(i)
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Augusta Investments acquired the additional 5,000 Shares using working capital.
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Item 4. Purpose of Transaction
Item 4 of the Amended Schedule 13D as is hereby amended to add the following at the end thereof:
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(i)
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Augusta Investments acquired the additional 5,000 Shares through open market purchases in the ordinary course
of business.
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Item 5. Interest
in Securities of the Issuer
Item 5(a)-(b) of the Amended Schedule 13D is hereby amended as follows:
(a)-(b)
The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 85,929,753
shares of Common Stock issued and outstanding as of March 27, 2024, as reported on the Issuer’s Form 10-K filed with the Commission on March 29, 2024) are as follows:
Augusta Investments
Augusta Investments owns Warrants to purchase an additional 17,375,000 shares of Common Stock. Augusta Investments is deemed to
beneficially own the 17,375,000 shares of Common Stock issuable upon exercise of the Warrants. Mr. Warke is the sole officer and director of Augusta Investments and exercises sole voting and dispositive power over its securities of the Issuer.
Augusta Investments has sole voting power and sole dispositive power with respect to a total of 42,765,388 shares of Common Stock.
The aggregate amount of shares of Common Stock beneficially owned by Augusta Investments represents approximately 41.40% of the issued
and outstanding shares of Common Stock of the Issuer as calculated for purposes of this Schedule 13D.
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(i)
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Sole power to vote or to direct the vote: 42,765,388 shares of Common Stock.
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(ii)
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Shared power to vote or to direct the vote: 0 shares.
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(iii)
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Sole power to dispose or direct the disposition: 42,765,388 shares of Common Stock.
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(iv)
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Shared power to dispose or direct the disposition: 0 shares.
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Richard Warke
Mr. Warke is the sole officer and director of Augusta Investments and exercises sole voting and dispositive power over its securities of
the Issuer. Therefore, Mr. Warke beneficially owns Warrants to purchase an additional 17,375,000 shares of Common Stock held by Augusta Investments and beneficially owns the 800,000 shares of Common Stock issuable upon exercise of the Option granted
to him by the Issuer. Mr. Warke has sole voting power and sole dispositive power with respect to a total of 43,565,388 shares of Common Stock.
The aggregate amount of shares of Common Stock beneficially owned by Mr. Warke represents approximately 41.85% of the issued and
outstanding shares of Common Stock of the Issuer as calculated for purposes of this Schedule 13D.
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(i)
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Sole power to vote or to direct the vote: 43,565,388 shares of Common Stock.
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(ii)
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Shared power to vote or to direct the vote: 0 shares.
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(iii)
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Sole power to dispose or direct the disposition: 43,565,388 shares of Common Stock.
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(iv)
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Shared power to dispose or direct the disposition: 0 shares.
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Item 5(c) of the Amended Schedule 13D is hereby amended as follows:
| (c) |
Augusta Investments acquired the additional shares of Common Stock listed below, using working capital, following the Schedule 13D made with the Securities and Exchange
Commission on December 15, 2023:
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Date
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Number of Shares
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Purchase Price
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04/05/2024
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5,000
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C$1.10 (US$0.81 using exchange rate of 1.3598)
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 of the Amended Schedule 13D is hereby amended to add the following at the end thereof:
On April 16, 2024, Richard Warke was awarded 650,000 stock options in the Issuer pursuant to the Issuer’s Stock Option Plan. The options vest 1/3 on April
16, 2025, 1/3 on April 16, 2026 and 1/3 on April 16, 2027. The options are exercisable at a price of C$1.11 (US$.80 using an exchange rate of 1.3821). The options are governed by the terms and conditions of the Issuer’s Stock Option Plan. As the
shares of Common Stock are not acquirable by Mr. Warke within 60 days of the date of this report, they are not inculded in the beneficial ownership of Mr. Warke as set forth above in this report.
On April 26, 2024, the Issuer executed an amended Schedule A (the “Amended Schedule A”) to its amended and restated secured promissory note issued to
Augusta Investments on September 13, 2022, as amended and restated on March 27, 2024 (the “Amended and Restated Note”). In connection with entering into the Amended Schedule A, Augusta Investments loaned the Company an additional $1,500,000 pursuant
to the terms and conditions of the Amended and Restated Note (the “Additional Loan”). As amended by the Amended Schedule A, the Amended and Restated Note is for a principal amount of $24,318,852.62 The Amended and Restated Note has the terms and
conditions as disclosed in Item 1.01 of the Issuer’s Current Report on Form 8-K as filed on March 28, 2024, which disclosure is incorporated herein by reference.
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.
Date: April 26, 2024
AUGUSTA INVESTMENTS INC.
By:/s/
Richard Warke
Name: Richard Warke
Title: President
/s/ Richard Warke
Richard Warke