AUGG Augusta Gold Corporation (QB)

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Amended Schedule 13D is hereby amended to add the following at the end thereof:

Item 4. Purpose of Transaction

Item 4 of the Amended Schedule 13D as is hereby amended to add the following at the end thereof:

Item 5. Interest in Securities of the Issuer

Item 5(a)-(b) of the Amended Schedule 13D is hereby amended as follows:

(a)-(b)

The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 85,929,753 shares of Common Stock issued and outstanding as of August 12, 2024, as reported on the Issuer’s Form 10-Q filed with the Commission on August 12, 2024) are as follows:

Augusta Investments

Augusta Investments owns Warrants to purchase an additional 17,375,000 shares of Common Stock. Augusta Investments is deemed to beneficially own the 17,375,000 shares of Common Stock issuable upon exercise of the Warrants. Mr. Warke is the sole officer and director of Augusta Investments and exercises sole voting and dispositive power over its securities of the Issuer. Augusta Investments has sole voting power and sole dispositive power with respect to a total of 42,827,888 shares of Common Stock.

The aggregate amount of shares of Common Stock beneficially owned by Augusta Investments represents approximately 41.46% of the issued and outstanding shares of Common Stock of the Issuer as calculated for purposes of this Schedule 13D.

Richard Warke

Mr. Warke is the sole officer and director of Augusta Investments and exercises sole voting and dispositive power over its securities of the Issuer. Therefore, Mr. Warke beneficially owns Warrants to purchase an additional 17,375,000 shares of Common Stock held by Augusta Investments and beneficially owns the 800,000 shares of Common Stock issuable upon exercise of the Option granted to him by the Issuer. Mr. Warke has sole voting power and sole dispositive power with respect to a total of 43,627,888 shares of Common Stock.

The aggregate amount of shares of Common Stock beneficially owned by Mr. Warke represents approximately 41.91% of the issued and outstanding shares of Common Stock of the Issuer as calculated for purposes of this Schedule 13D.

Item 5(c) of the Amended Schedule 13D is hereby amended as follows:

(c) August

On September 30, 2024, the Issuer and Augusta Investments entered into a Second Amendment (the “Second Amendment”) to its amended and restated secured promissory note issued to Augusta Investments on March 27, 2024, as amended by the Amendment Number One, dated June 28, 2024 (as amended through June 28, 2024, the “Amended and Restated Note”).

The Second Amendment amends Section 1 of the Amended and Restated Note to (i) extend the maturity date (the “Maturity Date”) of the Amended and Restated Note from September 30, 2024 to April 30, 2025, (ii) approve an extension fee to Augusta Investments of $71,748.00 (the “Extension Fee”), and (iii) provide that Augusta Investments will loan to the Issuer US$5,479,941.03 (the “Additional Loan Amount”), an amount equal to all interest and fees payable on the loan under the Amended and Restated Note through September 30, 2024 (including the amount of the Extension Fee), which the Issuer will immediately repay to Augusta Investments in full satisfaction of all interest and fees payable through September 30, 2024.

In addition, any remaining amount of interest payable from October 1, 2024 through the Maturity Date, will not become due and payable under the Amended and Restated Note until the Issuer obtains approval for the payment of such interest from the disinterested shareholders of the Issuer in accordance with the requirements of the Toronto Stock Exchange (the “TSX”). If the Issuer does not obtain the necessary approval from the Issuer’s disinterested shareholders by April 30, 2025, then at any time immediately following such date until such approval from the Issuer’s disinterested shareholders is obtained, the principal amount outstanding under the Note will become immediately due and payable in full upon delivery of written notice by Augusta Investments to the Issuer making demand for immediate payment of the Note.

Other than the amendments as set forth above, the Second Amendment and 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 Issuer’s Current Reports as filed on September 19, 2022, March 28, 2024 and July 5, 2024, which disclosure is incorporated herein by reference.