Filing Details

---

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(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
		40,643,615 (1)
	8	SHARED VOTING POWER
		0
	9	SOLE DISPOSITIVE POWER
		40,643,615 (1)
	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	40,643,615 (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)
	45.13%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

---

(1)   Includes 21,777,888 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 71,196,272 outstanding shares of Augusta Gold Corp. as of May 9, 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.

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(D) OR 2(E)			☐
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		41,443,615(1)
	8	SHARED VOTING POWER
		0
	9	SOLE DISPOSITIVE POWER
		41,443,615(1)
	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,443,615 (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)
	45.61%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

---

(1)   Includes 21,777,888 Shares, warrants to purchase 18,865,727 Shares, and options exercisable for 800,000 Shares.

 

(2)   The percentages used herein are calculated based upon 71,196,272  outstanding shares of Augusta Gold Corp. as of May 9, 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. 1 amends and supplements the Original Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged.

 

 

Item 3 of the Original Schedule 13D is hereby amended to add the following at the end thereof:

 

(f) Augusta Investments acquired 88,100 additional Shares using working capital.

 

 

Item 4 of the Original Schedule 13D is hereby amended to add the following at the end thereof:

 

(f) Augusta Investments acquired the additional 88,100 Shares through open market purchases in the ordinary course of business.

 

 

Item 5(a)-(b) of the Original 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 71,196,272 shares of Common Stock issued and outstanding as of May 9, 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 40,643,615 shares of Common Stock.

 

The aggregate amount of shares of Common Stock beneficially owned by Augusta Investments represents approximately 45.13% 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: 40,643,615 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: 40,643,615 shares of Common Stock

 

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

 

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 41,443,615 shares of Common Stock.

 

The aggregate amount of shares of Common Stock beneficially owned by Mr. Warke represents approximately 45.61% 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: 41,443,615 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: 41,443,615 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:

 

 

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: May 19, 2022

---