Sec Form 13D Filing - Augusta Investments Inc. filing for AUGUSTA GOLD CORP DEL COM (AUGG) - 2023-03-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4 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)

March 22, 2023
(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).

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CUSIP No. 051276103

1	NAMES OF REPORTING PERSONS
	Augusta Investments Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER
			43,946,615 (1)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			43,946,615 (1)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	43,946,615 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	NOT APPLICABLE
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	41.94%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

______________________________

(1) Includes 25,080,888 shares of common stock of the Issuer (the "Shares") and warrants to purchase 18,865,727 Shares.

(2) The percentages used herein are calculated based upon 85,929,753 outstanding shares of Augusta Gold Corp. as of March 15, 2023, plus 18,865,727 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

1	NAMES OF REPORTING PERSONS
	Richard Warke
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER
			44,746,615(1)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			44,746,615(1)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,746,615 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	NOT APPLICABLE
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	42.38%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

______________________________

(1) Includes 25,080,888 Shares, warrants to purchase 18,865,727 Shares, and options exercisable for 800,000 Shares.

(2) The percentages used herein are calculated based upon 85,929,753 outstanding shares of Augusta Gold Corp. as of March 15, 2023, plus 19,665,727 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. 4 ("Amendment No. 4") to the Schedule 13D (the "Original Schedule 13D") filed with the Securities and Exchange Commission ("SEC") on March 12, 2021, as amended by Amendment No. 1 on May 20, 2022 ("Amendment No. 1"), Amendment No. 2 on September 20, 2022 ("Amendment No. 2") and Amendment No. 3 on October 5, 2022, 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. 6 to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by Augusta Investments on October 28, 2020, as amended by the Amendment No. 1 thereto as filed by Augusta Investments with the Commission on February 5, 2021,  the Original Schedule 13D as filed on March 12, 2021, which acted as Amendment No. 2 thereto, Amendment No. 1 as filed on May 20, 2022, which acted as Amendment No. 3 thereto, Amendment No. 2 as filed on September 20, 2022, which acted as Amendment No. 4 thereto and Amendment No. 3 as filed on October 5, 2022, which acted as Amendment No. 5 thereto.

This Amendment No. 4 amends and supplements the Original Schedule 13D as amended by Amendment No.1, Amendment No. 2 and Amendment No. 3 on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D as Amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 is hereby amended to add the following at the end thereof:

(h) Augusta Investments acquired the additional 3,041,500 Shares using working capital.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D as Amended by Amendment No. 1 is hereby amended to add the following at the end thereof:

(h) Augusta Investments acquired the additional 3,041,500 Shares through open market purchases in the ordinary course of business. 

Item 5. Interest in Securities of the Issuer

Item 5(a)-(b) of the Original Schedule 13D as Amended by Amendment No. 1 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 15, 2023, as provided by the Issuer) are as follows:

Augusta Investments

Augusta Investments owns Warrants to purchase an additional 18,865,727 shares of Common Stock.  Augusta Investments is deemed to beneficially own the 18,865,727 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 43,946,615 shares of Common Stock.

The aggregate amount of shares of Common Stock beneficially owned by Augusta Investments represents approximately 41.94% of the issued and outstanding shares of Common Stock of the Issuer as calculated for purposes of this Schedule 13D.

(i) Sole power to vote or to direct the vote: 43,946,615 shares of Common Stock

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(ii) Shared power to vote or to direct the vote: 0 shares.

(iii) Sole power to dispose or direct the disposition: 43,946,615 shares of Common Stock

(iv) Shared power to dispose or direct the disposition: 0 shares.

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 18,865,727 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. Mr. Warke has sole voting power and sole dispositive power with respect to a total of 44,746,615 shares of Common Stock.

The aggregate amount of shares of Common Stock beneficially owned by Mr. Warke represents approximately 42.38% of the issued and outstanding shares of Common Stock of the Issuer as calculated for purposes of this Schedule 13D.

(i) Sole power to vote or to direct the vote: 44,746,615 shares of Common Stock

(ii) Shared power to vote or to direct the vote: 0 shares.

(iii) Sole power to dispose or direct the disposition: 44,746,615 shares of Comm on Stock

(iv) Shared power to dispose or direct the disposition: 0 shares.

Item 5(c) of the Original Schedule 13D is hereby amended as follows:

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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: March 24, 2023

	AUGUSTA INVESTMENTS INC.
	By:	/s/ Richard Warke
		Name: Richard Warke
		Title: President
	/s/	Richard Warke
		Richard Warke

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