Amended Statement of Ownership (sc 13g/a)
06 April 2023 - 7:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934 (Amendment No. 1)*
AUGUSTA
GOLD CORP.
(Name
of Issuer)
Common
Stock, $0.0001 Par Value
(Title
of Class of Securities)
051276103
(CUSIP
Number)
March
29, 2023
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in 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
13G
1 |
Names
of Reporting Persons |
|
|
|
Waterton
Global Resource Management, Inc. |
|
|
2 |
Check
the appropriate box if a member of a Group (see instructions) |
|
|
|
(a)
☐ |
|
(b)
☐ |
|
|
3 |
Sec
Use Only |
|
|
|
|
4 |
Citizenship
or Place of Organization |
|
|
|
Ontario,
Canada |
|
5 |
Sole
Voting Power |
|
|
|
|
|
|
Number
of |
6 |
Shared
Voting Power |
Shares |
|
|
Beneficially |
|
3,362,000 |
Owned
by Each |
|
|
Reporting
Person |
7 |
Sole
Dispositive Power |
With: |
|
|
|
|
|
|
8 |
Shared
Dispositive Power |
|
|
|
|
|
3,362,000 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
3,362,000 |
|
|
10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
|
|
|
☐ |
|
|
11 |
Percent
of class represented by amount in row (9) |
|
|
|
4.24% |
|
|
12 |
Type
of Reporting Person (See Instructions) |
|
|
|
IA |
1 |
Names
of Reporting Persons |
|
|
|
Waterton
Global Resource Management Cayman Corp. |
|
|
2 |
Check
the appropriate box if a member of a Group (see instructions) |
|
|
|
(a)
☐ |
|
(b)
☐ |
|
|
3 |
Sec
Use Only |
|
|
|
|
4 |
Citizenship
or Place of Organization |
|
|
|
Cayman
Islands |
|
5 |
Sole
Voting Power |
|
|
|
|
|
|
Number
of |
6 |
Shared
Voting Power |
Shares |
|
|
Beneficially |
|
3,362,000 |
Owned
by Each |
|
|
Reporting
Person |
7 |
Sole
Dispositive Power |
With: |
|
|
|
|
|
|
8 |
Shared
Dispositive Power |
|
|
|
|
|
3,362,000 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
3,362,000 |
|
|
10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
|
|
|
☐ |
|
|
11 |
Percent
of class represented by amount in row (9) |
|
|
|
4.24% |
|
|
12 |
Type
of Reporting Person (See Instructions) |
|
|
|
CO |
1 |
Names
of Reporting Persons |
|
|
|
Waterton
Global Resource Management, LP |
|
|
2 |
Check
the appropriate box if a member of a Group (see instructions) |
|
|
|
(a)
☐ |
|
(b)
☐ |
|
|
3 |
Sec
Use Only |
|
|
|
|
4 |
Citizenship
or Place of Organization |
|
|
|
Cayman
Islands |
|
5 |
Sole
Voting Power |
|
|
|
|
|
|
Number
of |
6 |
Shared
Voting Power |
Shares |
|
|
Beneficially |
|
3,362,000 |
Owned
by Each |
|
|
Reporting
Person |
7 |
Sole
Dispositive Power |
With: |
|
|
|
|
|
|
8 |
Shared
Dispositive Power |
|
|
|
|
|
3,362,000 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
3,362,000 |
|
|
10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
|
|
|
☐ |
|
|
11 |
Percent
of class represented by amount in row (9) |
|
|
|
4.24% |
|
|
12 |
Type
of Reporting Person (See Instructions) |
|
|
|
PN |
1 |
Names
of Reporting Persons |
|
|
|
Waterton
Precious Metals Fund II Cayman, LP |
|
|
2 |
Check
the appropriate box if a member of a Group (see instructions) |
|
|
|
(a)
☐ |
|
(b)
☐ |
|
|
3 |
Sec
Use Only |
|
|
|
|
4 |
Citizenship
or Place of Organization |
|
|
|
Cayman
Islands |
|
5 |
Sole
Voting Power |
|
|
|
|
|
|
Number
of |
6 |
Shared
Voting Power |
Shares |
|
|
Beneficially |
|
3,362,000 |
Owned
by Each |
|
|
Reporting
Person |
7 |
Sole
Dispositive Power |
With: |
|
|
|
|
|
|
8 |
Shared
Dispositive Power |
|
|
|
|
|
3,362,000 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
3,362,000 |
|
|
10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
|
|
|
☐ |
|
|
11 |
Percent
of class represented by amount in row (9) |
|
|
|
4.24% |
|
|
12 |
Type
of Reporting Person (See Instructions) |
|
|
|
PN |
1 |
Names
of Reporting Persons |
|
|
|
Waterton
Nevada Splitter, LLC |
|
|
2 |
Check
the appropriate box if a member of a Group (see instructions) |
|
|
|
(a)
☐ |
|
(b)
☐ |
|
|
3 |
Sec
Use Only |
|
|
|
|
4 |
Citizenship
or Place of Organization |
|
|
|
Nevada |
|
5 |
Sole
Voting Power |
|
|
|
|
|
|
Number
of |
6 |
Shared
Voting Power |
Shares |
|
|
Beneficially |
|
3,362,000 |
Owned
by Each |
|
|
Reporting
Person |
7 |
Sole
Dispositive Power |
With: |
|
|
|
|
|
|
8 |
Shared
Dispositive Power |
|
|
|
|
|
3,362,000 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
3,362,000 |
|
|
10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
|
|
|
☐ |
|
|
11 |
Percent
of class represented by amount in row (9) |
|
|
|
4.24% |
|
|
12 |
Type
of Reporting Person (See Instructions) |
|
|
|
OO |
1 |
Names
of Reporting Persons |
|
|
|
Isser
Elishis |
|
|
2 |
Check
the appropriate box if a member of a Group (see instructions) |
|
|
|
(a)
☐ |
|
(b)
☐ |
|
|
3 |
Sec
Use Only |
|
|
|
|
4 |
Citizenship
or Place of Organization |
|
|
|
United
States |
|
5 |
Sole
Voting Power |
|
|
|
|
|
|
Number
of |
6 |
Shared
Voting Power |
Shares |
|
|
Beneficially |
|
3,362,000 |
Owned
by Each |
|
|
Reporting
Person |
7 |
Sole
Dispositive Power |
With: |
|
|
|
|
|
|
8 |
Shared
Dispositive Power |
|
|
|
|
|
3,362,000 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
3,362,000 |
|
|
10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
|
|
|
☐ |
|
|
11 |
Percent
of class represented by amount in row (9) |
|
|
|
4.24% |
|
|
12 |
Type
of Reporting Person (See Instructions) |
|
|
|
IN |
1 |
Names
of Reporting Persons |
|
|
|
Richard
J. Wells |
|
|
2 |
Check
the appropriate box if a member of a Group (see instructions) |
|
|
|
(a)
☐ |
|
(b)
☐ |
|
|
3 |
Sec
Use Only |
|
|
|
|
4 |
Citizenship
or Place of Organization |
|
|
|
Canada |
|
5 |
Sole
Voting Power |
|
|
|
|
|
|
Number
of |
6 |
Shared
Voting Power |
Shares |
|
|
Beneficially |
|
3,362,000 |
Owned
by Each |
|
|
Reporting
Person |
7 |
Sole
Dispositive Power |
With: |
|
|
|
|
|
|
8 |
Shared
Dispositive Power |
|
|
|
|
|
3,362,000 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
3,362,000 |
|
|
10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
|
|
|
☐ |
|
|
11 |
Percent
of class represented by amount in row (9) |
|
|
|
4.24% |
|
|
12 |
Type
of Reporting Person (See Instructions) |
|
|
|
IN |
1 |
Names
of Reporting Persons |
|
|
|
Cheryl
Brandon |
|
|
2 |
Check
the appropriate box if a member of a Group (see instructions) |
|
|
|
(a)
☐ |
|
(b)
☐ |
|
|
3 |
Sec
Use Only |
|
|
|
|
4 |
Citizenship
or Place of Organization |
|
|
|
Canada |
|
5 |
Sole
Voting Power |
|
|
|
|
|
|
Number
of |
6 |
Shared
Voting Power |
Shares |
|
|
Beneficially |
|
3,362,000 |
Owned
by Each |
|
|
Reporting
Person |
7 |
Sole
Dispositive Power |
With: |
|
|
|
|
|
|
8 |
Shared
Dispositive Power |
|
|
|
|
|
3,362,000 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
3,362,000 |
|
|
10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
|
|
|
☐ |
|
|
11 |
Percent
of class represented by amount in row (9) |
|
|
|
4.24% |
|
|
12 |
Type
of Reporting Person (See Instructions) |
|
|
|
IN |
1 |
Names
of Reporting Persons |
|
|
|
Kanwaljit
Toor |
|
|
2 |
Check
the appropriate box if a member of a Group (see instructions) |
|
|
|
(a)
☐ |
|
(b)
☐ |
|
|
3 |
Sec
Use Only |
|
|
|
|
4 |
Citizenship
or Place of Organization |
|
|
|
Canada |
|
5 |
Sole
Voting Power |
|
|
|
|
|
|
Number
of |
6 |
Shared
Voting Power |
Shares |
|
|
Beneficially |
|
3,362,000 |
Owned
by Each |
|
|
Reporting
Person |
7 |
Sole
Dispositive Power |
With: |
|
|
|
|
|
|
8 |
Shared
Dispositive Power |
|
|
|
|
|
3,362,000 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
3,362,000 |
|
|
10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
|
|
|
☐ |
|
|
11 |
Percent
of class represented by amount in row (9) |
|
|
|
4.24% |
|
|
12 |
Type
of Reporting Person (See Instructions) |
|
|
|
IN |
1 |
Names
of Reporting Persons |
|
|
|
Kalman
Schoor |
|
|
2 |
Check
the appropriate box if a member of a Group (see instructions) |
|
|
|
(a)
☐ |
|
(b)
☐ |
|
|
3 |
Sec
Use Only |
|
|
|
|
4 |
Citizenship
or Place of Organization |
|
|
|
United
States |
|
5 |
Sole
Voting Power |
|
|
|
|
|
|
Number
of |
6 |
Shared
Voting Power |
Shares |
|
|
Beneficially |
|
3,362,000 |
Owned
by Each |
|
|
Reporting
Person |
7 |
Sole
Dispositive Power |
With: |
|
|
|
|
|
|
8 |
Shared
Dispositive Power |
|
|
|
|
|
3,362,000 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
3,362,000 |
|
|
10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
|
|
|
☐ |
|
|
11 |
Percent
of class represented by amount in row (9) |
|
|
|
4.24% |
|
|
12 |
Type
of Reporting Person (See Instructions) |
|
|
|
IN |
Item
1. |
|
|
|
|
(a) |
Name
of Issuer: |
|
|
|
|
|
Augusta
Gold Corp. |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices: |
|
|
|
|
|
Suite
555 – 999 Canada Place, |
|
|
Vancouver,
BC, Canada |
|
|
|
|
Item
2. |
|
|
|
|
(a) |
Name
of Person Filing: |
|
|
|
|
|
Waterton
Global Resource Management, Inc. |
|
|
Waterton
Global Resource Management Cayman Corp. |
|
|
Waterton
Global Resource Management, LP |
|
|
Waterton
Precious Metals Fund II Cayman, LP |
|
|
Waterton
Nevada Splitter, LLC |
|
|
Isser
Elishis |
|
|
Richard
J. Wells |
|
|
Cheryl
Brandon |
|
|
Kanwaljit
Toor |
|
|
Kalman
Schoor |
|
|
|
|
(b) |
Address
of Principal Business Office or, if None, Residence: |
|
|
|
|
|
Commerce
Court West |
|
|
199
Bay Street, Suite 5050 |
|
|
Toronto
ON, M5L 1E2 |
|
|
|
|
(c) |
Citizenship: |
|
|
|
|
|
Waterton
Global Resource Management, Inc. |
Ontario,
Canada |
|
Waterton
Global Resource Management Cayman Corp. |
Cayman
Islands |
|
Waterton
Global Resource Management, LP |
Cayman
Islands |
|
Waterton
Precious Metals Fund II Cayman, LP |
Cayman
Islands |
|
Waterton
Nevada Splitter, LLC |
Nevada |
|
Isser
Elishis |
United
States |
|
Richard
J. Wells |
Canada |
|
Cheryl
Brandon |
Canada |
|
Kanwaljit
Toor |
Canada |
|
Kalman
Schoor |
United
States |
|
|
|
(d) |
Title
and Class of Securities: |
|
|
|
|
|
Common
Stock |
|
|
|
|
(e) |
CUSIP
No.: |
|
|
|
|
|
051276103 |
|
Item
3. |
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Act; |
|
|
|
|
|
(b) |
☐ |
Bank
as defined in Section 3(a)(6) of the Act; |
|
|
|
|
|
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Act; |
|
|
|
|
|
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940; |
|
|
|
|
|
(e) |
☐ |
An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940; |
|
|
|
|
|
(j) |
☐ |
A
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
|
|
|
|
|
(k) |
☐ |
Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
Item
4. |
Ownership |
|
|
|
With
respect to the beneficial ownership of the reporting person, see Items 5 through 11 of the cover pages to this Schedule 13G, which
are incorporated herein by reference. |
|
|
Item
5. |
Ownership
of Five Percent or Less of a Class. |
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☒. |
|
|
Item
6. |
Ownership
of more than Five Percent on Behalf of Another Person. |
|
|
|
Not
Applicable. |
|
|
Item
7. |
Identification
and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. |
|
|
|
With
respect to the beneficial ownership of the reporting person, see Items 5 through 11 of the cover pages to this Schedule 13G, which
are incorporated herein by reference. |
|
|
Item
8. |
Identification
and classification of members of the group. |
|
|
|
Not
Applicable. |
|
|
Item
9. |
Notice
of Dissolution of Group. |
|
|
|
Not
Applicable. |
|
|
Item
10. |
Certifications. |
|
|
|
By
signing below each of the undersigned certifies that, to the best of such undersigned’s knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were not acquired and are not for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect. |
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.
Dated:
April 6, 2023
Waterton
Global Resource Management, Inc. |
|
|
|
|
/s/
Richard J. Wells |
|
Name:
|
Richard
J. Wells |
|
Title: |
Chief
Financial Officer |
|
|
|
|
Waterton
Global Resource Management Cayman Corp. |
|
|
|
|
/s/
Richard J. Wells |
|
Name:
|
Richard
J. Wells |
|
Title: |
Chief
Financial Officer |
|
Waterton
Global Resource Management, LP, its general partner
By:
Waterton Global Resource Management Cayman Corp., its general partner
|
/s/
Richard J. Wells |
|
Name:
|
Richard
J. Wells |
|
Title: |
Chief
Financial Officer |
|
Waterton
Precious Metals Fund II Cayman, LP
By:
Waterton Global Resource Management, LP, its general partner
By:
Waterton Global Resource Management Cayman Corp., its general partner
|
/s/
Richard J. Wells |
|
Name:
|
Richard
J. Wells |
|
Title: |
Chief
Financial Officer |
|
Waterton
Nevada Splitter, LLC
|
/s/
Isser Elishis |
|
Name:
|
Isser
Elishis |
|
Title: |
Manager |
|
|
|
|
|
/s/
Isser Elishis |
|
|
Isser
Elishis |
|
|
|
|
|
/s/
Richard J. Wells |
|
|
Richard
J. Wells |
|
|
|
|
|
/s/
Cheryl Brandon |
|
|
Cheryl
Brandon |
|
|
|
|
|
/s/
Kanwaljit Toor |
|
|
Kanwaljit
Toor |
|
|
|
|
|
/s/
Kalman Schoor |
|
|
Kalman
Schoor |
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person),
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Augusta Gold
Corp. that may be deemed beneficially owned by the undersigned, and further agree that this Joint Filing Agreement be included as an
exhibit to such Schedule 13G.
IN
WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement on April 6, 2023.
Waterton
Global Resource Management, Inc.
|
/s/
Richard J. Wells |
|
Name:
|
Richard
J. Wells |
|
Title: |
Chief
Financial Officer |
|
Waterton
Global Resource Management Cayman Corp.
|
/s/
Richard J. Wells |
|
Name:
|
Richard
J. Wells |
|
Title: |
Chief
Financial Officer |
|
Waterton
Global Resource Management, LP, its general partner
By:
Waterton Global Resource Management Cayman Corp., its general partner
|
/s/
Richard J. Wells |
|
Name:
|
Richard
J. Wells |
|
Title: |
Chief
Financial Officer |
|
Waterton
Precious Metals Fund II Cayman, LP
By:
Waterton Global Resource Management, LP, its general partner
By:
Waterton Global Resource Management Cayman Corp., its general partner
|
/s/
Richard J. Wells |
|
Name:
|
Richard
J. Wells |
|
Title: |
Chief
Financial Officer |
|
Waterton
Nevada Splitter, LLC
|
/s/
Isser Elishis |
|
Name:
|
Isser
Elishis |
|
Title: |
Manager |
|
|
|
|
|
/s/
Isser Elishis |
|
|
Isser
Elishis |
|
|
|
|
|
/s/
Richard J. Wells |
|
|
Richard
J. Wells |
|
|
|
|
|
/s/
Cheryl Brandon |
|
|
Cheryl
Brandon |
|
|
|
|
|
/s/
Kanwaljit Toor |
|
|
Kanwaljit
Toor |
|
|
|
|
|
/s/
Kalman Schoor |
|
|
Kalman
Schoor |
|
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