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. 20)*
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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) |
10/23/2025 (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)
OO | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The reporting person disposed of all Issuer shares pursuant to the Agreement and Plan of Merger, dated as of July 15, 2025 (as amended from time to time, the "Merger Agreement") by and among the Issuer, AngloGold Ashanti (U.S.A.) Holdings Inc. ("Parent"), Exploration Inc., ("Merger Sub"), and joined by AngloGold Ashanti Holdings plc for the limited purposes specified in the Merger Agreement, which was consummated on October 23, 2025, and pursuant to which Parent acquired all of the outstanding common shares of the Issuer (other than those owned by Parent and its affiliates) in exchange for cash consideration of C$1.70 per share (the "Merger").
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)
OO | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The reporting person disposed of all Issuer securities pursuant to the Agreement and Plan of Merger, dated as of July 15, 2025 (as amended from time to time, the "Merger Agreement") by and among the Issuer, AngloGold Ashanti (U.S.A.) Holdings Inc. ("Parent"), Exploration Inc., ("Merger Sub"), and joined by AngloGold Ashanti Holdings plc for the limited purposes specified in the Merger Agreement, which was consummated on October 23, 2025, and pursuant to which Parent acquired all of the outstanding common shares of the Issuer (other than those owned by Parent and its affiliates) in exchange for cash consideration of C$1.70 per share (the "Merger").
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. 20 ("Amendment No. 20") 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. 22 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. 20 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. This report constitutes an exit report for the reporting persons as they no longer hold any securities of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 0 | |
| (b) | 0 | |
| (c) | See Item 6, incorporated herein by reference. | |
| (e) | October 23, 2025 | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The reporting persons disposed of the Issuer securities pursuant to the Agreement and Plan of Merger, dated as of July 15, 2025 (as amended from time to time, the "Merger Agreement") by and among the Issuer, AngloGold Ashanti (U.S.A.) Holdings Inc. ("Parent"), Exploration Inc., ("Merger Sub"), and joined by AngloGold Ashanti Holdings plc for the limited purposes specified in the Merger Agreement, which was consummated on October 23, 2025, and pursuant to which Parent acquired all of the outstanding common shares of the Issuer (other than those owned by Parent and its affiliates) in exchange for cash consideration of C$1.70 per share (the "Merger"). In connection with the Merger, all outstanding options to purchase common shares of the Issuer as of immediately prior to the effective time of the Merger were deemed unconditionally vested and exercisable, and subsequently cancelled in exchange for cash payment equal to the difference between the per share consideration of C$1.70 and the per share exercise price of such option multiplied by the number of common shares issuable pursuant to such option, less applicable withholdings. Additionally, in connection with the Merger each Issuer option granted under Issuer's 2021 Equity Incentive Plan that had a per share exercise price that is equal to or more than C$1.70 and that was outstanding as of immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive the value of such Issuer Options as determined in accordance with the Black-Scholes Option Pricing Model. | ||
| 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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