SCHEDULE: Augusta Gold Secures Additional $4.2 Million Loan from Major Shareholder

Sentiment:

Amendment to Beneficial Ownership Statement


Augusta Gold Corp. received an additional $4.2 million in financing from Augusta Investments Inc., increasing the total principal of the secured promissory note to over $35.3 million.

Capital raiseAugusta Gold Corp. received an additional $4,200,000 in loans from Augusta Investments Inc.The new loans were provided in two tranches: $1,050,000 effective June 25, 2025, and $3,150,000 on July 31, 2025.Loan origination fees of $50,000 and $150,000 were deducted from these amounts, respectively.This financing increases the principal amount of the secured promissory note to $35,301,339.03.

Summary

  • Augusta Gold Corp. received an additional $4.2 million in loans from Augusta Investments Inc., a significant shareholder.
  • This additional financing comprises $1,050,000 (less a $50,000 origination fee) effective June 25, 2025, and $3,150,000 (less a $150,000 origination fee) on July 31, 2025.
  • The total principal amount of the amended and restated secured promissory note from Augusta Investments Inc. to Augusta Gold Corp. now stands at $35,301,339.03.
  • Augusta Investments Inc. beneficially owns 25,475,888 shares, representing 29.7% of Augusta Gold Corp.'s common stock.
  • Richard W. Warke, President of Augusta Investments Inc., beneficially owns 26,925,888 shares, including 1,450,000 options, representing 30.8% of the common stock.
  • The percentages are calculated based on 85,929,753 outstanding shares as of May 12, 2025.

Sentiment

Score: 5

Explanation: Neutral. While securing additional funding is positive for liquidity, the continuous reliance on related-party debt and the associated fees suggest ongoing capital needs, which could be a concern. The filing itself is purely factual about a transaction.

Positives

  • Secured additional financing of $4.2 million, providing capital for ongoing operations or projects.
  • Continued support from a major shareholder, Augusta Investments Inc., and its President, Richard W. Warke, indicating confidence.

Negatives

  • The need for continuous financing from a related party may suggest ongoing capital requirements or challenges in securing external, non-related party funding.
  • Loan origination fees totaling $200,000 were deducted from the new loan amounts.

Risks

  • Reliance on related-party financing could pose a risk if the lender's financial position changes or if terms become less favorable.
  • The increasing principal amount of the secured promissory note ($35,301,339.03) represents a growing debt burden for Augusta Gold Corp.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance beyond the details of the loan agreement.

Management Comments

  • "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."

Industry Context

This filing primarily concerns a specific financing event for Augusta Gold Corp. and does not provide broader industry context or trends. It suggests a company that relies on significant shareholder funding, which is common for development-stage or smaller mining companies.

Related Party Transactions

  • Augusta Investments Inc., a significant shareholder and reporting person, provided an additional $4,200,000 loan to Augusta Gold Corp.
  • This loan is an amendment to an existing secured promissory note, increasing its principal amount to $35,301,339.03.
  • Loan origination fees totaling $200,000 were charged by Augusta Investments Inc. for these additional funds.

Stakeholder Impact

  • Shareholders: The additional loan provides necessary capital, potentially reducing the immediate need for dilutive equity raises, but increases the company's debt burden. Continued reliance on related-party financing might raise questions about the company's ability to secure external funding.
  • Creditors: The secured nature of the promissory note means Augusta Investments Inc. has a priority claim on assets, which could affect other creditors.

Key Dates

DateDescription
2020-10-28Original Schedule 13D filed by Augusta Investments Inc.
2021-03-12Original Schedule 13D filed by Augusta Investments Inc. and Richard Warke.
2022-09-13Original amended and restated secured promissory note issued to Augusta Investments Inc.
2024-03-27Amended and restated secured promissory note.
2024-06-28Amendment Number One to the Amended and Restated Note.
2024-09-20Amendment Number Two to the Amended and Restated Note.
2024-12-27Amendment Number 3 to the Amended and Restated Note.
2025-04-30Amendment Number 4 to the Amended and Restated Note.
2025-05-01Date of Issuer's Current Report referencing the Amended and Restated Note.
2025-05-12Date for outstanding shares calculation (85,929,753 shares).
2025-06-25Effective date of the first part of the Additional Loan ($1,050,000 less fee).
2025-07-31Date of event requiring filing of this statement; execution of Amended Schedule A and effective date of the second part of the Additional Loan ($3,150,000 less fee).
2025-08-01Date of signing of the Schedule 13D Amendment.

Recommendation

hold

This filing primarily details an internal financing event from a major shareholder, which is a common occurrence for companies with significant capital needs, particularly in the mining sector. While it provides necessary liquidity, it doesn't fundamentally alter the company's long-term prospects or competitive position in a way that would warrant a strong buy or sell recommendation based solely on this information. The continuous need for related-party financing suggests ongoing operational or development expenditures, which is expected for a gold exploration/development company. Investors should hold and monitor future operational updates and broader market conditions.

Keywords

Augusta Gold Corp, Augusta Investments Inc, Richard Warke, SEC filing, Schedule 13D, common stock, secured promissory note, related party loan, financing, capital raise, beneficial ownership, gold mining

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