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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Highlander Silver Corp. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
43087N204 (CUSIP Number) |
Yoana Thomas 555-999 Canada Place, Vancouver, A1, V6C 3E1 604-638-2008 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/10/2026 (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. | 43087N204 |
| 1 |
Name of reporting person
Augusta Ozama Investment LP | ||||||||
| 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, 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
26,916,667.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The percentage reported in Item 13 is calculated based upon 203,286,668 outstanding common shares of the Issuer as of March 9, 2026.
SCHEDULE 13D
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| CUSIP No. | 43087N204 |
| 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
20,029,167.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percentage reported in Item 13 is calculated based upon 203,286,668 outstanding common shares of the Issuer as of March 9, 2026.
SCHEDULE 13D
|
| CUSIP No. | 43087N204 |
| 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
47,333,334.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
BD, IN |
Comment for Type of Reporting Person:
Items 7, 9 and 11 include (i) 387,500 options to purchase commons hares held directly by Richard Warke, (ii) 26,916,667 common shares held by Augusta Ozama Investment LP, and (iii) 20,029,167 common shares held by Augusta Investments Inc. Mr. Warke is the sole officer and director of Augusta Ozama Investment LP and Augusta Investments Inc. The percentages used herein are calculated on a partially diluted basis based upon 203,286,668 outstanding common shares of the Issuer as of March 9, 2026 plus 387,500 options to purchase common shares held by Richard Warke, which are included pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value | |
| (b) | Name of Issuer:
Highlander Silver Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
2500-100 King Street West, Toronto,
ONTARIO, CANADA
, M5X 1A9. | |
Item 1 Comment:
This Schedule 13D (this "Schedule 13D") is being jointly filed by (i) Augusta Ozama Investment LP ("Augusta Ozama") (ii) Augusta Investments Inc. ("Augusta Investments") and (iii) Richard Warke (collectively, the "Reporting Persons") pursuant to the Joint Filing Agreement filed as Exhibit 99.1 to this Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Augusta Ozama Investment LP Augusta Investments Inc. Richard W. Warke | |
| (b) | The principal business office of Augusta Ozama, Augusta Investments, each of their executive officers, and Mr. Richard Warke is: Suite 555, 999 Canada Place Vancouver, British Columbia V6C 3E1 Canada | |
| (c) | The principal business of Augusta Ozama, Augusta Investments, and their sole executive officer is investment. Richard Warke is the sole officer and director of Augusta Ozama and Augusta Investments and is Chair of the Issuer. | |
| (d) | None of Augusta Ozama, Augusta Investments, nor Richard Warke as their sole officer and director and in his personal capacity, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of Augusta Ozama, Augusta Investments, nor Richard Warke as their sole officer and director and in his personal capacity, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of the Reporting Persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Augusta Ozama is a Canadian limited partnership. Augusta Investments is a British Columbia corporation. Richard Warke is a citizen of Canada. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Augusta Ozama acquired the Shares using working capital. Augusta Investments acquired the Shares using working capital. Richard Warke acquired the Options (defined below) in consideration of his services as Chair of the Issuer. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired the securities of the Issuer for investment purposes and to exert control over the Issuer. The Reporting Persons do not have any plans which related to or would result in: a. The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; c. A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; d. Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of the Issuer; f. Any other material change in the Issuer's business or corporate structure; g. Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; h. Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; i. A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or j. Any action similar to any of those enumerated above. The Reporting Persons reserve the right to formulate plans or make proposals, and to take any actions with respect to their investments in the Issuer, including any or all of the actions described in paragraphs (a) to (j) of the instructions to Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Augusta Ozama owns 26,916,667 common shares, representing approximately 13.2% of the Issuer's common shares (on the basis of 203,286,668 outstanding common shares of the Issuer). Augusta Investments owns 20,029,167 common shares, representing approximately 9.9% of the Issuer's common shares (on the basis of 203,286,668 outstanding common shares of the Issuer). Richard Warke as the sole officer and director of Augusta Ozama and Augusta Investments and exercises sole voting and dispositive power over their securities of the Issuer. Therefore, Mr. Warke beneficially may be deemed to hold a total of 47,333,334 common shares, including (i) 387,500 options to purchase common shares held directly by Richard Warke, (ii) 26,916,667 common shares held by Augusta Ozama, and (iii) 20,029,167 common shares held by Augusta Investments. The Options were granted as follows: (i) 350,000 Options granted October 21, 2024, exercisable at C$0.80 per share, expiring October 21, 2029, all of which are fully vested; (ii) 150,000 Options granted January 2, 2025, exercisable at C$1.04 per share, expiring January 2, 2030, 37,500 of which are fully vested and the remainder of which vest in equal traches over the next three years on the yearly anniversary of the grant. Mr. Warke also holds 400,000 options granted January 15, 2026, none of which are currently vested, exercisable at C$6.17 per share, expiring January 15, 2031, and which vest one-fourth on each yearly anniversary of the grant. Mr. Warke's percentage ownership is calculated on a partially diluted basis based upon 203,286,668 outstanding common shares of the Issuer as of March 9, 2026, plus 387,500 options to purchase common shares held by Richard Warke and included pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. | |
| (b) | See the information on the cover pages of this Schedule 13D, which is incorporated by reference herein. | |
| (c) | Not applicable. | |
| (d) | No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common shares. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 5 of this Schedule 13D summarizes certain provisions of the Options and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing 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.
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