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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Austin Gold Corp. (Name of Issuer) |
Common Shares, No Par Value (Title of Class of Securities) |
05223F106 (CUSIP Number) |
Jason K. Brenkert Dorsey & Whitney LLP, 1400 Wewatta Street, Suite 400 Denver, CO, 80202-5549 (303) 629-3445 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/27/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 05223F106 |
| 1 |
Name of reporting person
HIGGS DENNIS LYLE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,929,001.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
27.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The numbers reported in Items 7, 9, and 11 include 2,996,501 Common Shares and options to purchase 825,000 Common Shares beneficially owned by the Reporting Person, control or direction over 57,500 shares owned by Ubex Capital Inc., his private holding company, and 50,000 Common Shares owned by a family member who resides with him.
The percentages used herein are calculated based upon 13,271,750 outstanding Common Shares of the Issuer, plus 825,000 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.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, No Par Value | |
| (b) | Name of Issuer:
Austin Gold Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1021 West Hastings Street, 9th Floor, Vancouver,
BRITISH COLUMBIA, CANADA
, V6E 0C3. | |
Item 1 Comment:
This statement constitutes Amendment Number 1 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on November 20, 2023 (the "Original Schedule 13D") with respect to the common stock of Austin Gold Corp. (the "Issuer"), beneficially owned and controlled by Dennis Higgs (the "Reporting Person").
This Amendment No. 1 amends and supplements the Original Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Pursuant to share purchase agreements dated March 17, 2025, the Reporting Person acquired, through private sale, beneficial ownership of 10,000 Common Shares from Kenneth C. McNaughton, a director of the Issuer, and beneficial ownership of 250,000 Common Shares from Joseph Ovsenek, a director of the Issuer, using $327,067 of personal funds (converted from C$468,000 at a conversion rate of C$1.4309=US$1.00). The share purchase transaction closed March 27, 2025. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person acquired the additional 260,000 Common Shares for investment purposes and to exert control over the Issuer | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 3,929,001; 27.9% | |
| (b) | 3,929,001; 27.9% | |
| (c) | The Common Shares were purchased for $1.2579 per share (converted from C$1.80 per share at a conversion rate of C$1.4309=US$1.00). Certain provisions of the share purchase agreements are summarized in Item 3 and incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 10.5 - Form of share purchase agreement dated March 17, 2025. | ||
| 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.
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