Form 4: Augusta Gold Counsel Sells Shares Post-Merger

Augusta Gold Corp.'s General Counsel, Thomas A. Ladner, reported the disposal of common shares and employee stock options following the company's acquisition by AngloGold Ashanti.

Summary

• Thomas A. Ladner, General Counsel of Augusta Gold Corp., reported the disposal of his beneficial ownership in the company.
• The disposal occurred on October 23, 2025, coinciding with the consummation of the merger between Augusta Gold Corp. and AngloGold Ashanti (U.S.A.) Holdings Inc.
• AngloGold Ashanti (U.S.A.) Holdings Inc. acquired all outstanding common shares of Augusta Gold Corp. (excluding those already owned by Parent and its affiliates) for cash consideration of C$1.70 per share.
• Ladner disposed of 70,000 common shares.
• Two tranches of employee stock options were cancelled for cash payment as part of the merger terms.
• The first tranche involved 250,000 employee stock options with an exercise price of $0.8 (converted from C$1.11 using an exchange rate of C$1.3821=US$1.00).
• The second tranche involved 150,000 employee stock options with an exercise price of $1.55 (converted from C$2.00 using an exchange rate of C$1.2934=US$1.00).
• All outstanding options were deemed unconditionally vested and exercisable immediately prior to the effective time of the merger.
• Cash payment for the options was calculated as the difference between the C$1.70 per share merger consideration and the option's per share exercise price, multiplied by the number of shares underlying the option, less applicable withholdings.

Sentiment

Score: 5

Explanation: The filing is a factual report of an insider transaction resulting from a merger, which is a neutral event in itself, reflecting the completion of a corporate action rather than new operational performance.

Positives

• Shareholders of Augusta Gold Corp. received a definitive cash value of C$1.70 per share for their holdings as a result of the merger.
• Employee stock options held by management, including Thomas A. Ladner, were fully vested and cashed out, providing liquidity and value realization for option holders.

Future Outlook

This Form 4 filing reports a completed transaction related to a merger and does not contain forward-looking statements or guidance regarding the company's future operations or financial performance.

Industry Context

This transaction reflects the ongoing consolidation within the gold mining sector, where larger entities like AngloGold Ashanti acquire smaller companies to expand their asset base or strategic footprint. Such M&A activities often provide a premium to target company shareholders and liquidity for insiders.

Comparison to Industry Standards

• The cash consideration of C$1.70 per share for Augusta Gold Corp. shareholders, along with the cash-out of in-the-money options, is a standard practice in all-cash mergers within the mining industry.
• This provides a clean exit for shareholders and option holders, similar to other recent gold sector acquisitions such as Kirkland Lake Gold's acquisition by Agnico Eagle Mines or Great Bear Resources' acquisition by Kinross Gold, where cash or a combination of cash and stock was offered.

Stakeholder Impact

• Shareholders of Augusta Gold Corp. received cash for their shares, providing a clear exit and liquidity.
• Option holders, including management, received cash for their vested options, realizing value from their equity incentives.

Key Dates

Keywords

Augusta Gold Corp., AUGG, AngloGold Ashanti, Merger, Acquisition, Form 4, Insider Transaction, Stock Options, General Counsel, Gold Mining