Filing Details

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Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 8 to SCHEDULE 13D

Under the  Securities Exchange Act  of 1934

AUGUSTA GOLD CORP.

(Name of Issuer)

 Common Stock, $0.0001 Par Value

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(Title of Class of Securities)

051276103

(CUSIP Number)

Augusta Investments Inc. Suite 555, 999 Canada Place

Vancouver, British Columbia V6C 3E1 Canada

(604) 687-1717

Copy to: Jason K. Brenkert

Dorsey & Whitney LLP

1400 Wewatta Street, Suite 400

Denver, Colorado 80202-5549

(303) 629-3445

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 27, 2024

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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  disclosures provided in a prior cover page.

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).

On March 27, 2024, Augusta Investments and the Issuer entered into Amendment Number One (the “Amendment”) to the previously issued Secured Promissory Note Purchase Agreement dated on September 13, 2022 (the “Purchase Agreement”), pursuant to which Augusta Investments agreed to purchase a secured promissory note in the amount of US$22,232,561 (the “Note”).

The Amendment amends the Purchase Agreement to: (i) amend the terms of the Purchase Agreement such that all amounts loaned to the Issuer under the Purchase Agreement are set forth on Schedule A to the Note, as amended and restated, from time to time; (ii) provide that the Note will be secured by an amended and restated guarantee and security agreement dated March 27, 2024 (the “Amended and Restated Security Agreement”); (iii) amend the Purchase Agreement to provide for multiple closings to occur at mutually agreed upon dates as necessary; (iv) amend the deliverable documents for each closing; and (v) amend the governing law from Delaware to Nevada.

The Amendment also provides that in consideration of Augusta Investments granting an extension to the maturity date of the Note from March 31, 2024 to June 30, 2024, the Issuer has agreed to pay to the lender an extension fee of $27,790.70, which amount will be accrued in the Note and due on the maturity date of the Note.

Other than the amendments set forth above, the Amendment does not otherwise amend, alter, supplement or change the provisions of the Purchase Agreement.

In connection with entering into the Amendment, Augusta Investments loaned the Issuer an additional $525,000, less a $25,000 loan origination fee, and the Issuer issued an amended and restated Note to Augusta Investments dated March 27, 2024 (the “Amended and Restated Note”).  The Amended and Restated Note amends the Note to provide that the principal amount due and payable thereunder will be set forth on Schedule A thereto, as amended from time to time, by the mutual agreement of the parties. As issued on March 27, 2024, the Amended and Restated Note is for a principal amount of $22,818,852.62, which includes (i) the original issue amount of the Note on September 13, 2022 of $22,232,561, (ii) an extension fee of $33,501.12 on December 13, 2023, (iii) the $525,000 loan on March 27, 2024 and (iv) the extension fee of $27,790.70 on March 27, 2024.  The Amended and Restated Note bears interest at a rate of prime plus 3% and has an outside maturity date of June 30, 2024. The Amended and Restated Note also amends the governing law of the Note from Delaware to Nevada. The Amended and Restated Note otherwise has the same terms and conditions of the Note, as disclosed in Item 1.01 of the Issuer’s Current Report on Form 8-K as filed on September 19, 2022, which disclosure is incorporated herein by reference.

The Amended and Restated Note is secured by a first-priority, perfected security interest in all the assets of the Issuer and its subsidiaries pursuant to the Amended and Restated Security Agreement and a certain deed of trust, assignment of leases, rents and contracts, security agreement and fixture filing (the “Deed of Trust”) to be filed by the Issuer pursuant to the requirements of the Amended and Restated Security Agreement.  The payment of the obligations of the Issuer under the Amended and Restated Note is also guaranteed by each of the subsidiaries of the Issuer pursuant to the Amended and Restated Security Agreement.