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Augusta Resource Corp – ‘40FR12B’ on 7/13/06 – ‘EX-99.46’

On:  Thursday, 7/13/06, at 5:59pm ET   ·   As of:  7/14/06   ·   Accession #:  1062993-6-2010   ·   File #:  1-32943

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/14/06  Augusta Resource Corp             40FR12B     7/13/06   61:4.7M                                   Newsfile Corp/FA

Registration of Securities of a Canadian Issuer — SEA’34 §12(b)   —   Form 40-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40FR12B     Registration Statement                              HTML     69K 
 2: EX-99.1     Annual Information Form for the Year Ended          HTML    180K 
                          December 31, 2005                                      
11: EX-99.10    MD&A for the Six Months Ended June 30, 2005         HTML    120K 
12: EX-99.11    First Quarter Report                                HTML    144K 
13: EX-99.12    MD&A for the Three Months Ended March 31, 2005      HTML     80K 
14: EX-99.13    Management Information Circular                     HTML    129K 
15: EX-99.14    Form of Proxy                                       HTML     34K 
16: EX-99.15    Preliminary Assessment and Economic Evaluation      HTML    373K 
17: EX-99.16    Mineral Resource Estimate                           HTML    257K 
18: EX-99.17    News Release Dated June 30, 2006                    HTML     27K 
19: EX-99.18    Material Change Report Dated June 26, 2006          HTML     22K 
20: EX-99.19    Material Change Report Dated June 14, 2006          HTML     48K 
 3: EX-99.2     Annual Information Form for the Year Ended          HTML    254K 
                          December 31, 2004                                      
21: EX-99.20    Material Change Report Dated June 5, 2006           HTML     21K 
22: EX-99.21    Material Change Report Dated June 2, 2006           HTML     19K 
23: EX-99.22    Material Change Report Dated May 18, 2006           HTML     25K 
24: EX-99.23    Material Change Report Dated May 5, 2006            HTML     26K 
25: EX-99.24    Material Change Report Dated April 27, 2006         HTML     19K 
26: EX-99.25    Material Change Report Dated April 11, 2006         HTML     18K 
27: EX-99.26    Material Change Report Dated April 7, 2006          HTML     26K 
28: EX-99.27    Material Change Report Dated March 17, 2006         HTML     23K 
29: EX-99.28    Material Change Report Dated March 6, 2006          HTML     20K 
30: EX-99.29    Material Change Report Dated February 16, 2006      HTML     23K 
 4: EX-99.3     Audited Annual Financial Statements                 HTML    534K 
31: EX-99.30    Material Change Report Dated January 26, 2006       HTML     31K 
32: EX-99.31    Material Change Report Dated January 16, 2006       HTML     26K 
33: EX-99.32    Material Change Report Dated January 16, 2006       HTML     30K 
34: EX-99.33    Material Change Report Dated November 22, 2005      HTML     21K 
35: EX-99.34    Material Change Report Dated November 11, 2005      HTML     28K 
36: EX-99.35    Material Change Report Dated October 13, 2005       HTML     26K 
37: EX-99.36    Material Change Report Dated September 29, 2005     HTML     22K 
38: EX-99.37    Material Change Report Dated September 20, 2005     HTML     20K 
39: EX-99.38    News Release Dated September 9, 2005                HTML     18K 
40: EX-99.39    News Release Dated August 25, 2005                  HTML     21K 
 5: EX-99.4     MD&A for the Years Ended December 31, 2005 and      HTML    169K 
                          2004                                                   
41: EX-99.40    Material Change Report Dated August 25, 2005        HTML     18K 
42: EX-99.41    Material Change Report Dated July 12, 2005          HTML     23K 
43: EX-99.42    Material Change Report Dated July 5, 2005           HTML     20K 
44: EX-99.43    News Release Dated June 23, 2005                    HTML     20K 
45: EX-99.44    Material Change Report Dated June 14, 2005          HTML     20K 
46: EX-99.45    News Release Dated June 9, 2005                     HTML     19K 
47: EX-99.46    Material Change Report Dated June 8, 2005           HTML     27K 
48: EX-99.47    Material Change Report Dated May 13, 2005           HTML     23K 
49: EX-99.48    Material Change Report Dated May 13, 2005           HTML     22K 
50: EX-99.49    Material Change Report Dated March 29, 2005         HTML     21K 
 6: EX-99.5     First Quarter Report                                HTML    198K 
51: EX-99.50    Material Change Report Dated March 4, 2005          HTML     22K 
52: EX-99.51    News Release Dated March 4, 2005                    HTML     24K 
53: EX-99.52    News Release Dated March 1, 2005                    HTML     26K 
54: EX-99.53    News Release Dated February 17, 2005                HTML     18K 
55: EX-99.54    News Release Dated February 11, 2005                HTML     18K 
56: EX-99.55    News Release Dated February 8, 2005                 HTML     21K 
57: EX-99.56    Material Change Report Dated January 27, 2005       HTML     22K 
58: EX-99.57    Consent of Expert in Connection With the Paee       HTML     18K 
                          Report                                                 
59: EX-99.58    Consent of Expert in Connection With the Rosemont   HTML     18K 
                          Property Report                                        
60: EX-99.59    Auditor's Consent (Ernst & Young LLP)               HTML     17K 
 7: EX-99.6     MD&A for the Three Months Ended March 31, 2006      HTML     99K 
61: EX-99.60    Auditor's Consent (Deloitte & Touche LLP)           HTML     17K 
 8: EX-99.7     Third Quarter Report                                HTML    244K 
 9: EX-99.8     MD&A for the Nine Months Ended September 30, 2005   HTML    135K 
10: EX-99.9     Second Quarter Report                               HTML    239K 


EX-99.46   —   Material Change Report Dated June 8, 2005


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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  Filed by Automated Filing Services Inc. (604) 609-0244 - Augusta Resource Corporation - Exhibit 46  
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BC FORM 53-901F

This is the form of a material change report required under section 85 (1) of the Securities Act and section 151 of the Securities Rules.

Item 1: Reporting Issuer
Augusta Resource Corporation (the “Company”)
400 - 837 West Hastings Street
Vancouver, B.C. V6C 3N6

Item 2: Date of Material Change
1.     April 25, 2005 (Since the date of the material change and the date of the news release, the Company was relying on subsection 7.1(2) of NI 51-102); and
2.     June 8, 2005

Item 3: Press Release
A press release was issued on June 1, 2005 and a further news release clarifying and expanding the information was issued June 2, 2005.

Item 4: Summary of Material Change

1.     The Company announced its acquisition of 100% of the Rosemont Ranch copper deposits in Pima County, Arizona for US$20,800,000 payable over a three year period subject to a 3% NSR. The property includes patented and unpatented claims, fee land and surface grazing rights. The Corporation has made the first payment of US$6,666,666.

2.     The Company also announced that it had arranged a brokered private placement of 2,000,000 units at $2.50 per unit for gross proceeds of $5,000,000 (the “Offering”). Each unit is comprised of one common share and one non-transferable share purchase warrant (“Warrant”). Each Warrant entitles the holder to acquire one common share (“Warrant Share”) at a price of $3.00 per Warrant Share for a period of two years.

Item 5: Full Description of Material Change

1.     The Company announces it has entered into an agreement to purchase 100% of the Rosemont Ranch copper deposits in Pima County, Arizona. The property is located via highway approximately 50 km southeast of Tucson, situated near a number of large porphyry type producing copper mines operated by Phelps Dodge and Asarco.

The Rosemont property contains three known potentially open-pit mineable copper/molybdenum (“Cu/Mo”) skarn deposits on patented mining claims. Over 232,000 feet of diamond drilling has been conducted on the property by Anaconda/Amax and Asarco outlining approximately 5 billion pounds of Cu in the following resources:

  Deposit Historical Resources
     
  Rosemont 340,505,100 tons of 0.64% Cu and 0.02% Mo (sulphide) - Winters
    28,00,000 tons of 0.46% Cu (oxide) – PAH
     
  Peach Elgin 13,700,000 tons of 0.78%Cu (sulphide)
    9,700,000 tons 0.72% Cu (oxide)
     
  Broadtop Butte 8,800,000 tons at 0.77% Cu, 0.04% Mo

The Rosemont resource estimate above was first completed by Pincock Allen and Holt (PAH) on behalf of Anaconda and Amax (Anamax) in 1977 and the latest for Asarco by The Winters Group (Winters) in 1997. The Oxide Zone was subject to a PAH report date 1977 on behalf of Anamax. The Broadtop Butte resource was estimated by Anamax in 1979. The Peach Elgin resources were first drilled in 1955 and estimated in 1964 by Anaconda. Given that these resource estimates outline significant mineralization they are considered relevant. The work on the most part was performed by large integrated mining companies specifically Asarco, Anaconda Minerals and Amax Mining. Information that the Company reviewed that was the basis for these reports by PAH and Winters included drill core, drill logs, assay certificates and a full digital database of technical information. However, the Company has not done the work necessary to verify the classification of the resource and is not treating the resource figure as a NI 43-101 defined resource verified by a Qualified Person


Page 2

at this time and therefore the resource figures should not be relied upon by investors. The Company plans to release a NI 43-101 compliant report on the Rosemont resource by mid July 2005.

The Company intends to move the Rosemont project immediately to pre-feasibility which will include further infill drill testing and resource estimates. The Company has contracted Mine Reserves Associates Inc. and WLR Consulting Inc. of Denver as independent consultants for the resource/reserve analysis and pre-feasibility study. The Rosemont property has additional exploration potential and the Company plans to conduct further exploration drilling.

The Company has the right to purchase a 100% working interest in the property (which includes patented and unpatented claims, fee land and surface grazing rights) subject to a 3% NSR, for US$20,800,000 payable over a three y ear period. The Company has made the first payment of US$6,666,666.

In order to assist the Company to complete the Rosemont acquisition the Company has completed a convertible debenture for CDN$6,000,000. The debenture has a one- year term with 50% due in 6 months and the balance due in one year bearing interest at the rate of 9% per annum. At the option of the holder the debenture is convertible into 2,181,818 common shares of the Company at a price of $2.75 per share. At the option of the Company the repayment of the principal amount and accrued interest may be made in cash or by way of issuance of common shares. Any issuance of common shares towards the principal amount will be based on the 10 day trading average prior to the repayment less the applicable discount at the time of repayment. Any issuance of common shares towards accrued interest is priced at the market price at the time of repayment subject to TSX Venture Exchange acceptance. The Company has agreed to issue a bonus to the investors in the amount of 363,363 common shares of the Company at a deemed price of $3.30 per common share.

2.     The Company also announced that it had arranged a brokered private placement of 2,000,000 units at $2.50 per unit for gross proceeds of $5,000,000 (the “Offering”). Each unit is comprised of one common share and one non-transferable share purchase warrant (“Warrant”). Each Warrant entitles the holder to acquire one common share (“Warrant Share”) at a price of $3.00 per Warrant Share for a period of two years. The Agent will receive a cash commission of 7% of the gross proceeds of the Offering and brokers warrants (“Broker Warrants”) equal to 10% of the number of units subscribed in the Offering. The Agent will also be granted an over-allotment provision to increase the Offering by an additional 2,000,000 units on the same terms as the Offering. The Broker Warrants will have the same terms as the Warrants under the Offering.

Proceeds from the Offering will be used towards the Company’s Rosemont and Mount Hamilton copper molybdenum properties and general working capital.

The above is subject to regulatory approval.

Item 6: Reliance on section 85 (2) of the Act
This report is not confidential.

Item 7: Omitted Information
No information has been omitted in this regard.

Item 8: Senior Officers
Richard W. Warke, President or Purni Parikh - Tel: 604.687.1717

Item 9: Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.

DATED at Vancouver, B.C. this 8th day of June 2005.

/s/           “Purni Parikh”  
Name:      Purni Parikh  
Title:        Corporate Secretary  



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40FR12B’ Filing    Date    Other Filings
Filed as of:7/14/06F-X
Filed on:7/13/06F-X
6/8/05
6/2/05
6/1/05
4/25/05
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