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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
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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) |
03/27/2025 (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
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| 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 |
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 November 8, 2024.
SCHEDULE 13D
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| 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
26,275,888.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.3 % | ||||||||
| 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 800,000 Shares. The percentage used in Item 13 is based upon 85,929,753 outstanding shares of Augusta Gold Corp. as of November 8, 2024, plus 800,000 options which are beneficially owned by Richard Warke and are included pursuant to Rule 13d-3(d)(1)(i) of the Act.
SCHEDULE 13D
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| 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. 16 ("Amendment No. 16") 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. 18 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. 16 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 | |
Augusta Investments acquired the additional 12,500 Shares using $9,859.68 of working capital. | ||
| Item 4. | Purpose of Transaction | |
Augusta Investments acquired the additional 12,500 Shares through open market purchases in the ordinary course of business. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (i) Augusta Investments: 25,475,888 shares of Common Stock, 29.7% (ii) Richard Warke: 26,275,888 shares of Common Stock, 30.3% | |
| (b) | (i) Augusta Investments: 25,475,888 shares of Common Stock, 29.7% (ii) Richard Warke: 26,275,888 shares of Common Stock, 30.3% | |
| (c) | See Exhibit 99.2 attached hereto and incorporated herein by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
On March 27, 2025, Augusta Gold Corp., a Nevada corporation (the "Company"), executed an amended Schedule A (the "Amended Schedule A") to its amended and restated secured promissory note issued to Augusta Investments Inc. on September 13, 2022, as amended and restated on March 27, 2024, and as amended by Amendment Number One dated June 28, 2024, Amendment Number Two on September 20, 2024, and Amendment Number 3 on December 27, 2024 (the "Amended and Restated Note"). The Amended Schedule A evidenced Augusta Investments Inc. loaning the Company an additional $250,000.00 effective as of March 20, 2025, 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 $30,601,339,03. Outside of adding the Additional Loan to the principal amount of the Amended and Restated Note, the Amended Schedule A 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, and December 31, 2024 which disclosure is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.3 - Trading History During Past Sixty Days | ||
| 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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