Sec Form 13D Filing - Augusta Investments Inc. filing for AUGUSTA GOLD CORP DEL COM (AUGG) - 2022-09-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 2 to

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

AUGUSTA GOLD CORP.

(Name of Issuer)

 

Common Stock, $0.0001 Par Value

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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)

September 13, 2022

 (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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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(D) OR 2(E)				☐
	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
			40,905,115 (1)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			40,905,115 (1)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	40,905,115 (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)
	41.71%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1)    Includes 22,039,388 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 79,204,606 outstanding shares of Augusta Gold Corp. as of September 13, 2022, 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.

 

(1)    Includes 22,039,388 Shares, warrants to purchase 18,865,727 Shares, and options exercisable for 800,000 Shares.

 

(2)   The percentages used herein are calculated based upon 79,204,606  outstanding shares of Augusta Gold Corp. as of September 13, 2022, 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.

This Amendment No. 2 amends and supplements the Original Schedule 13D as amended by Amendment No.1 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 remain unchanged.

 

 

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

 

(f) Augusta Investments acquired 261,500 additional Shares using working capital.

 

 

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

 

(f) Augusta Investments acquired the additional 261,500 Shares through open market purchases in the ordinary course of business.

 

 

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 79,204,606 shares of Common Stock issued and outstanding as of September 13, 2022, 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. 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 40,905,115 shares of Common Stock.

 

The aggregate amount of shares of Common Stock beneficially owned by Augusta Investments represents approximately 41.71% 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: 40,905,115 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: 40,905,115 shares of Common Stock

 

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

 

Richard Warke

 

Warke is the sole officer and director of Augusta Investments and exercises sole voting and dispositive power over its securities of the Issuer.  Therefore, 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. Warke has sole voting power and sole dispositive power with respect to a total of 41,705,115 shares of Common Stock.

 

The aggregate amount of shares of Common Stock beneficially owned by Mr. Warke represents approximately 42.18% 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: 41,705,115 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: 41,705,115 shares of Common 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:

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Item 6 of the Original Schedule 13D as Amended by Amendment No. 1 is hereby amended to add the following at the end thereof:

 

On September 13, 2022, Augusta Investments entered into a secured note purchase agreement (the “Purchase Agreement”) with Augusta Gold Corp. (the “Company”) to purchase a secured promissory note of the Company (the “Note”) in exchange for loaning the Company US$22,232,561 (the “Loan”).  The Company used the Loan to make the second payment and deferred payment to Waterton Nevada Splitter LLC in connection with the Company’s acquisition of its Reward gold project.  The Note bears interest at a rate of prime plus 3% and is for a maximum term of 12 months.  The Note is secured by a first-priority, perfected security interest in all the assets of the Company pursuant to a guarantee and security agreement (the “Security Agreement”) and certain deeds of trust (the “Deeds of Trust”).  The payment of the obligations of the Company under the Note is also guaranteed by each of the subsidiaries of the Company pursuant to the Security Agreement. The Company also paid Augusta Investments an origination fee of 0.5% of the amount of the Loan on the closing of the issuance of the Note pursuant to the Purchase Agreement.

 

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: September 16, 2022