-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F1zbHm1Ix8m227VtTXmQAOtoH943Xw9d2aX4NoA4KMc4T/iw1NWGek0wOKotWmfw T5HZCrPA2ImNfy2oe/wwGQ== 0001116502-07-001930.txt : 20071012 0001116502-07-001930.hdr.sgml : 20071012 20071012132942 ACCESSION NUMBER: 0001116502-07-001930 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071012 DATE AS OF CHANGE: 20071012 GROUP MEMBERS: JMB CAPITAL PARTNERS MASTER FUND, L.P. GROUP MEMBERS: JONATHAN BROOKS GROUP MEMBERS: SMITHWOOD ADVISERS, L.P. GROUP MEMBERS: SMITHWOOD GENERAL PARTNER, LLC GROUP MEMBERS: SMITHWOOD PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Augusta Resource CORP CENTRAL INDEX KEY: 0001353123 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82241 FILM NUMBER: 071169148 BUSINESS ADDRESS: STREET 1: #400 - 837 W. HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6C3N6 BUSINESS PHONE: 6046871717 MAIL ADDRESS: STREET 1: #400 - 837 W. HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6C3N6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JMB Capital Partners Master Fund L.P. CENTRAL INDEX KEY: 0001408898 IRS NUMBER: 980543101 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: SUITE 2040 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-286-2929 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: SUITE 2040 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G 1 augusta13g.htm SCHEDULE 13G United States Securities and Exchange Commission EDGAR Filing




SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No.  ­ )*


Augusta Resource Corporation

(Name of Issuer)


Common Shares, without par value

(Title of Class of Securities)


050912203

(CUSIP Number)



     October 5, 2007     

(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)

 

 

X

 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).

 






CUSIP No. 

13G

Page 2 of 11 Pages




1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


JMB Capital Partners Master Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [  ]

(b)   [X]

Joint Filer

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION


Cayman Islands


                              

NUMBER OF

5

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER


4,964,300

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER


0

WITH

 

8

SHARED DISPOSITIVE POWER


4,964,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


4,964,300

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[  ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


5.60%

12

TYPE OF REPORTING PERSON*


PN







CUSIP No. 

13G

Page 3 of 11 Pages





1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Smithwood Advisers, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [  ]

(b)   [X]

Joint Filer

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION

California


                              

NUMBER OF

5

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER


4,964,300

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER


0

WITH

 

8

SHARED DISPOSITIVE POWER


4,964,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


4,964,300

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[  ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


5.60%

12

TYPE OF REPORTING PERSON*


PN







CUSIP No. 

13G

Page 4 of 11 Pages




1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Smithwood General Partner, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [  ]

(b)   [X]

Joint Filer

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION

California


                              

NUMBER OF

5

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER


4,964,300

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER


0

WITH

 

8

SHARED DISPOSITIVE POWER


4,964,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


4,964,300

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[  ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


5.60%

12

TYPE OF REPORTING PERSON*


OO







CUSIP No. 

13G

Page 5 of 11 Pages




1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Smithwood Partners, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [  ]

(b)   [X]

Joint Filer

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION

California


                              

NUMBER OF

5

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER


4,964,300

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER


0

WITH

 

8

SHARED DISPOSITIVE POWER


4,964,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


4,964,300

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[  ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


5.60%

12

TYPE OF REPORTING PERSON*


OO







CUSIP No. 

13G

Page 6 of 11 Pages




1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


Jonathan Brooks

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [  ]

(b)   [X]

Joint Filer

3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA


                              

NUMBER OF

5

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER


4,964,300

EACH

REPORTING

PERSON

7

SOLE DISPOSITIVE POWER


0

WITH

 

8

SHARED DISPOSITIVE POWER


4,964,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


4,964,300

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[  ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


5.60%

12

TYPE OF REPORTING PERSON*


IN






CUSIP No. 

13G

Page 7 of 11 Pages



Item 1.


(a)

Name of Issuer


Augusta Resource Corporation


(b)

Address of Issuer’s Principal Executive Offices


837 West Hastings Street, Suite 400

Vancouver, BC V6C 3N6

          

Item 2.


(a)

Name of Person Filing


JMB Capital Partners Master Fund L.P. (the “Fund”)

Smithwood Advisers, L.P. (“Advisers”)

Smithwood General Partner, LLC (“Smithwood GP”)

Smithwood Partners, LLC (“Partners”)

Jonathan Brooks (“Brooks”)


(collectively hereinafter referred to as the “Reporting Persons”)


Mr. Brooks is the Managing Member of Partners, which is the General Partner of the Fund.

Mr. Brooks is also the controlling owner and Managing Member of Smithwood GP, which is the General Partner of Advisers, the Fund’s investment adviser.


The Fund directly owns the Common Shares to which this Schedule 13G relates (the “Common Shares”). Each of Advisers, Smithwood GP, Partners and Brooks by virtue of their relationships to the Fund may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the Common Shares directly owned by the Fund, but each disclaims beneficial ownership of such Common Shares except to the extent of their pecuniary interest therein.


 

(b)

Address of Principal Business Office or, if none, Residence


c/o Smithwood Advisers, L.P.

1999 Avenue of the Stars, Suite 2040

Los Angeles, CA  90067


(c)

Citizenship


The Fund is a limited partnership formed and existing under the laws of the Cayman Islands.

Advisers is a limited partnership formed and existing under the laws of the State of California.

Smithwood GP is a limited liability company formed and existing under the laws of the State of California.

Partners is a limited liability company formed and existing under the laws of the State of California.

Brooks is a citizen of the United States.



(d)

Title of Class of Securities


Common Shares, without par value







CUSIP No. 

13G

Page 8 of 11 Pages



(e)

CUSIP Number


050912203


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:  NOT APPLICABLE.


(a)

 

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

 

 

(b)

 

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

 

(c)

 

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

 

(d)

 

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

 

 

(e)

 

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

 

(f)

 

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

 

(g)

 

A parent holding company or control person in accordance with § 240.13d-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 (15 U.S.C. 80a-3);

 

 

 

(j)

 

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.

Ownership.


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


(a)

Amount beneficially owned:


As of the date of this filing: The Reporting Persons beneficially own 4,964,300 Common Shares of the Issuer.


(b)

Percent of class: Taking into consideration that 88,583,061 Common Shares are issued and outstanding as reported in the Issuer’s 2nd Quarter Report, for the quarter ended June 30, 2007.


5.60%


(c)

Number of shares as to which the Reporting Person have:


(i)

Sole power to vote or to direct the vote – 0

(ii)

Shared power to vote or to direct the vote – The Reporting Persons share the power to vote or direct the vote of the  4,964,300 Common Shares beneficially owned by each of them.

(iii)

Sole power to dispose or to direct the disposition of – 0

(iv)

Shared power to dispose or to direct the disposition of – The Reporting Persons share the power to dispose or to direct the disposition of the 4,964,300 Common Shares beneficially owned by each of them.







CUSIP No. 

13G

Page 9 of 11 Pages



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.


  Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of, dividends from, or proceeds from the sale of, in excess of 5% of the total outstanding Common Shares.


Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.


Not Applicable


Item 8.

Identification and Classification of Members of the Group.


Not Applicable


Item 9.

Notice of Dissolution of Group.


Not Applicable


Item 10.

Certification


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held 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.







CUSIP No. 

13G

Page 10 of 11 Pages



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: October 12, 2007


                                           

                                                   

JMB Capital Partners Master Fund, L.P.

 

 

By: Smithwood Partners, LLC, its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Jonathan Brooks

 

 

Jonathan Brooks, Managing Member

 

 

 

 

 

Smithwood Partners, LLC

 

 

 

 

 

 

 

 

By:

/s/ Jonathan Brooks

 

 

Jonathan Brooks, Managing Member

 

 

 

 

 

Smithwood Advisers, L.P.

 

 

By:  Smithwood General Partner, LLC,

 

 

its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Jonathan Brooks

 

 

Jonathan Brooks, Managing Member

 

 

 

 

 

Smithwood General Partner, LLC

 

 

 

 

 

 

 

 

By:

/s/ Jonathan Brooks

 

 

Jonathan Brooks, Managing Member

 

 

 

 

 

 

 

 

 

 

 

/s/ Jonathan Brooks

 

 

Jonathan Brooks, Individually






CUSIP No. 

13G

Page 11 of 11 Pages



Exhibit No. 1


JOINT FILING AGREEMENT


The undersigned hereby consent to the joint filing by any of them of a  Statement on Schedule 13G and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Augusta Resource Corporation and hereby affirms that this Schedule 13G is being filed on behalf of each of the undersigned.



Dated: October 12, 2007


                                           

                                                   

JMB Capital Partners Master Fund, L.P.

 

 

By: Smithwood Partners, LLC, its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Jonathan Brooks

 

 

Jonathan Brooks, Managing Member

 

 

 

 

 

Smithwood Partners, LLC

 

 

 

 

 

 

 

 

By:

/s/ Jonathan Brooks

 

 

Jonathan Brooks, Managing Member

 

 

 

 

 

Smithwood Advisers, L.P.

 

 

By:  Smithwood General Partner, LLC,

 

 

its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Jonathan Brooks

 

 

Jonathan Brooks, Managing Member

 

 

 

 

 

Smithwood General Partner, LLC

 

 

 

 

 

 

 

 

By:

/s/ Jonathan Brooks

 

 

Jonathan Brooks, Managing Member

 

 

 

 

 

 

 

 

 

 

 

/s/ Jonathan Brooks

 

 

Jonathan Brooks, Individually






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