0000912282-14-000081.txt : 20140214 0000912282-14-000081.hdr.sgml : 20140214 20140214165952 ACCESSION NUMBER: 0000912282-14-000081 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: AUGUSTA CAPITAL CORP GROUP MEMBERS: AUGUSTA INVESTMENTS INC. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82241 FILM NUMBER: 14618202 BUSINESS ADDRESS: STREET 1: SUITE 555 - 999 CANADA PLACE CITY: VANCOUVER STATE: A1 ZIP: V6C 3E1 BUSINESS PHONE: 6046871717 MAIL ADDRESS: STREET 1: SUITE 555 - 999 CANADA PLACE CITY: VANCOUVER STATE: A1 ZIP: V6C 3E1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warke Richard W CENTRAL INDEX KEY: 0001390411 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: #400, 837 W. HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3N6 SC 13G/A 1 augustasc13ga_warke-123114.htm augustasc13ga_warke-123114.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

SCHEDULE 13G

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)1
 

AUGUSTA RESOURCE CORPORATION
(Name of Issuer)
 

COMMON SHARES
(Title of Class of Securities)
 

050912203
(CUSIP Number)


December 31, 2013
(Date of Event Which Requires Filing of This Statement)

 
Check the Appropriate box to designate the rule pursuant to which this schedule is filed:
 
 
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
 
_____________________
 
1 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 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. 050912203 13G Page 2 of 7 Pages

1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
 
Richard W. Warke
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ý
(b) o
 
3
SEC USE ONLY
 
 
 
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Canadian
 
5
SOLE VOTING POWER
NUMBER OF
  
1,416,500
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
  
6,536,708
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
  
1,416,500
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH
  
6,536,708
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,953,208*
*The reporting person directly holds 566,499 common shares, options to acquire an additional 735,000 common shares and 115,001 restricted share units convertible into common shares. The reporting person indirectly holds 4,686,931 common shares through Augusta Investments Inc. and $5,000,000 in convertible promissory notes, convertible into 1,849,777 common shares

Due to a typographical error, the Schedule 13G amendment filed with the Securities and Exchange Commission on February 14, 2013, incorrectly reported direct holdings of 10,065,999 common shares instead of the correct number: 1,065,999 common shares.
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
     
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.4%**
**Based on 144,552,776 common shares outstanding as of December 31, 2013, plus 2,699,778 common shares in aggregate underlying convertible securities which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
12
TYPE OF REPORTING PERSON*
 
IN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 
 
CUSIP No. 050912203 13G Page 3 of 7 Pages

1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
 
Augusta Capital Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ý
(b) o
 
3
SEC USE ONLY
 
 
 
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Columbia, Canada
 
5
SOLE VOTING POWER
NUMBER OF
  
0
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
  
0
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
  
0
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH
  
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
     
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
 
12
TYPE OF REPORTING PERSON*
 
CO
 

 
 
 
CUSIP No. 050912203 13G Page 4 of 7 Pages

1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
 
Augusta Investments Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ý
(b) o
 
3
SEC USE ONLY
 
 
 
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Columbia, Canada
 
5
SOLE VOTING POWER
NUMBER OF
  
6,536,708
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
  
0
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
  
6,536,708
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH
  
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,536,708*
*Augusta Investments Inc. holds 4,686,931 common shares and $5,000,000 in convertible promissory notes, convertible into 1,849,777 common shares.
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
     
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
<5%.  Based on 144,552,776 common shares outstanding as of December 31, 2013 plus 1,849,777 common shares underlying convertible securities.
 
12
TYPE OF REPORTING PERSON*
 
CO
 

 

 
 
 
CUSIP No. 050912203 13G Page 5 of 7 Pages
 
Item 1 (a). Name of Issuer:

Augusta Resource Corporation

Item 1 (b). Address of Issuer’s Principal Executive Offices:

Suite 555 - 999 Canada Place
Vancouver, BC, V6C 3E1
 
Item 2 (a). Name of Person Filing:

i)      Richard W. Warke
ii)     Augusta Capital Corporation
iii)    August Investments Inc.

Item 2 (b). Address of Principal Business Office or, if None, Residence:

i)   Suite 555 - 999 Canada Place
      Vancouver, BC, V6C 3E1
 
ii)   Suite 555 - 999 Canada Place
       Vancouver, BC, V6C 3E1
 
iii)   Suite 555 - 999 Canada Place
       Vancouver, BC, V6C 3E1
 
Item 2 (c). Citizenship:
 
i)     Canadian
ii)    British Columbia, Canada
iii)   British Columbia, Canada
Item 2 (d). Title of Class of Securities:

Common Shares

Item 2 (e). CUSIP Number:

050912203
 
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 
(a)
 o
Broker or dealer registered under Section 15 of the Act;
 
(b)
 o
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
 o
Insurance Company as defined in Section 3(a)(19) of the Act;
 
(d)
 o
Investment Company registered under Section 8 of the Investment Company Act;
 
(e)
 o
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
 o
Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
 o
Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
 o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
(i)
 o
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)
 o
Group, in accordance with Rule 13d-1(b)(1)(ii)(j).
 
 
o
If this statement is filed pursuant to Rule 13d-1(c), check this box.
 
 
 
CUSIP No. 050912203 13G Page 6 of 7 Pages
 
Item 4.
 
Ownership.
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.
 
 
(a)
Amount beneficially owned:

 
See Item 9 on the cover page

 
(b)
Percent of class:

 
See Item 11 on the cover page

 
(c)
Number of shares as to which such person has:

(i)Sole power to vote or to direct the vote

(ii)Shared power to vote or to direct the vote

(iii)Sole power to dispose or to direct the disposition of

(iv)Shared power to dispose or to direct the disposition of

See Items 5-8 on the cover page

Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

Item 5.
Ownership of Five Percent or Less of a Class.
 
 
If the 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 o.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

 
N/A

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 
N/A

Item 8.
Identification and Classification of Members of the Group.

 
N/A

Item 9.
Notice of Dissolution of Group.

 
N/A

Item 10.
Certification.

 
N/A



 
 
 
CUSIP No. 050912203 13G Page 7 of 7 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.



 
February 14, 2014
 
(Date)
   
   
  "Richard W. Warke"
 
Richard Warke
   
   
 
February 14, 2014
   
  Augusta Capital Corporation
   
   
By:   "Richard W. Warke"
  Richard Warke, President
 
 
 
February 14, 2014
   
  Augusta Investments Inc.
   
   
By:   "Richard W. Warke"
  Richard Warke, President