Amended Statement of Ownership: Solicitation (sc 14d9/a)

 

---

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

---

SCHEDULE 14D – 9

Solicitation/Recommendation Statement Under

Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 5)

 

---

Augusta Resource Corporation

 

(Name of Subject Company)

Augusta Resource Corporation

 

(Name of Person Filing Statement)

Common Shares, no par value

 

(Title of Class of Securities)

509 12203

(CUSIP Number of Class of Securities)

 

---

Purni Parikh

Vice President, Corporate Secretary

Suite 555 – 999 Canada Place

Vancouver, British Columbia

V6C 3E1

[phone]

(Name, address and telephone number of person

authorized to receive notice and communications

on behalf of the person filing statement)

 

---

With copies to :
Kevin J. Thomson Davies Ward Phillips & Vineberg LLP 155 Wellington Street West Toronto, Ontario M5V 3J7 [phone]	Richard Hall Andrew R. Thompson Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, NY 10019 [phone]

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

---

---

 

 

---

  

 

 

 

 

 

This Amendment No. 5 to Schedule 14D-9 amends and supplements the Schedule 14D-9 previously filed with the U.S. Securities and Exchange Commission on March 17, 2014, as amended and supplemented by Amendment No. 1 to the Schedule 14D-9 filed on March 28, 2014, Amendment No. 2 to the Schedule 14D-9 filed on April 8, 2014, Amendment No. 3 to the Schedule 14D-9 filed on April 15, 2014 and Amendment No. 4 to the Schedule 14D-9 filed on April 17, 2014 (as amended and supplemented, the “Schedule 14D-9”), by Augusta Resource Corporation (“Augusta”).

 

The information in the Schedule 14D-9 is incorporated into this Amendment No. 5 by reference to all of the applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.

 

Item 4. The Solicitation or Recommendation.

 

The information contained in the directors’ circular in the “Response to the HudBay Offer” section thereof and incorporated by reference into Item 4 of the Schedule 14D-9 is hereby supplemented by the following:

 

On April 23, 2014, Augusta issued a press release providing updates on its strategic review process, which continues to be active, and its permitting and project financing. In addition, on April 23, 2014, Augusta published a presentation entitled “ April 2014 HudBay Offer Presentation ” on Augusta ’ s website detailing the reasons shareholders should vote for the continuance of the shareholder rights plan and reject the Hudbay Offer. 
 The press release and presentation are filed as Exhibit (a)(15) and Exhibit (a)(16) hereto and are incorporated by reference herein.

 

Item 7. Purposes of the Transaction and Plans or Proposals

 

The information contained in the directors’ circular in the “Response to the HudBay Offer” section thereof and incorporated by reference into Item 7 of the Schedule 14D-9 is hereby supplemented by the following:

On April 23, 2014, Augusta issued a press release providing updates on its strategic review process, which continues to be active, and its permitting and project financing. In addition, on April 23, 2014, Augusta published a presentation entitled “April 2014 HudBay Offer Presentation” on Augusta’s website detailing the reasons shareholders should vote for the continuance of the shareholder rights plan and reject the HudBay Offer. The press release and presentation are filed as Exhibit (a)(15) and Exhibit (a)(16) hereto and are incorporated by reference herein.

Item 9. Exhibits.

 

The exhibit table appearing in Item 9 of the Schedule 14D-9 is hereby amended and supplemented to add the following exhibit:

 

 

Exhibit Number		Description
(a)(15)		News Release, dated April 23, 2014, of Augusta Resource Corporation
(a)(16)		Presentation, dated April 23, 2014, of Augusta Resource Corporation

 

 

 

 

 

2

---

 

 

 

 

 

SIGNATURE

 

After due 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.

 

 

	AUGUSTA RESOURCE CORPORATION ,
Dated:  April 23, 2014	By:	/s/ Gilmour Clausen
		Gilmour Clausen
		President and Chief Executive Officer

 

 

 

 

 

3   

---