Filing Details
- Accession Number:
- 0000912282-25-000494
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-30 20:00:00
- Filed By:
- Augusta Investments Inc.
- Company:
- Augusta Gold Corp. (OTCMKTS:AUGG)
- Filing Date:
- 2025-05-01
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Augusta Investments Inc. | 25,475,888 | 0 | 25,475,888 | 0 | 25,475,888 | 29.7% |
| Warke Richard W | 26,925,888 | 0 | 26,925,888 | 0 | 26,925,888 | 30.8% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
|
AUGUSTA GOLD CORP. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
051276103 (CUSIP Number) |
Augusta Investments Inc. Suite 555, 999 Canada Place, Vancouver, A1, V6C 3E1 (604) 687-1717 Copy to: Jason K. Brenkert Dorsey & Whitney LLP, 1400 Wewatta Street, Suite 400 Denver, CO, 80202-5549 (303) 629-3445 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/30/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 051276103 |
| 1 |
Name of reporting person
Augusta Investments Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,475,888.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, SA |
Comment for Type of Reporting Person:
The percentage used in Item 13 is calculated based upon 85,929,753 outstanding shares of Augusta Gold Corp. as of March 17, 2025.
SCHEDULE 13D
|
| CUSIP No. | 051276103 |
| 1 |
Name of reporting person
Warke Richard W | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,925,888.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Items 7, 9, and 11 includes 25,475,888 Shares and options exercisable for 1,450,000 Shares, 1,016,667 of which are fully vested and exercisable within the next 60 days.
The percentage used in Item 13 is based upon 85,929,753 outstanding shares of Augusta Gold Corp. as of March 17, 2025, plus 1,450,000 options which are beneficially owned by Richard Warke and are included pursuant to Rule 13d-3(d)(1)(i) of the Act.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
AUGUSTA GOLD CORP. | |
| (c) | Address of Issuer's Principal Executive Offices:
Suite 555 - 999 Canada Place, Vancouver,
BRITISH COLUMBIA, CANADA
, V6C 3E1. | |
Item 1 Comment:
This Statement constitutes Amendment No. 17 ("Amendment No. 17") 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. 19 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. 17 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 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
On April 30, 2025, the Issuer and Augusta Investments entered into a Fourth Amendment (the "Fourth Amendment") to its amended and restated secured promissory note issued to Augusta Investments on March 27, 2024, as amended by Amendment Number One dated June 28, 2024, Amendment Number Two dated September 20, 2024, Amendment Number 3 dated December 27, 2024, and amendments to the Schedule A thereto from time (as amended through March 27, 2025 the "Amended and Restated Note").
The Fourth Amendment evidenced Augusta Investments Inc. loaning the Company an additional $500,000.00 effective as of April 25, 2025, pursuant to the terms and conditions of the Amended and Restated Note (the "Additional Loan"). As amended by the Fourth Amendment, the Amended and Restated Note is for a principal amount of $31,101,339.03 and the outside maturity date is extended to November 30, 2025.
The Fourth Amendment also evidenced that the $5,479,941.03 repaid to Augusta Investments on October 2, 2024 satisfied in full the Issuer's obligation in the second amendment to the amended and restated promissory note dated September 30, 2024, to immediately repay $5,479,941.03 to Augusta Investments.
Outside of adding the Additional Loan to the principal amount of the Amended and Restated Note, evidencing the October 2, 2024 repayment, and extending the maturity date, the Fourth Amendent did not amend, alter, restate or otherwise change the principal terms and conditions of the Amended and Restated Note as described in Item 1.01 of the Company's Current Reports as filed on September 19, 2022, March 28, 2024, July 5, 2024, October 2, 2024, December 31, 2024, and March 28, 2025, 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.
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