Form 4: Augusta Gold Director Options Cashed Out in Merger

Sentiment:

Insider Transaction Report


John A. Boehner, a director of Augusta Gold Corp., disposed of his stock options for cash following the company's acquisition by AngloGold Ashanti.

Summary

  • John A. Boehner, a director of Augusta Gold Corp., reported the disposition of his derivative securities (stock options) on October 23, 2025.
  • This transaction occurred due to the consummation of a merger agreement, effective October 23, 2025, where AngloGold Ashanti (U.S.A.) Holdings Inc. acquired all outstanding common shares of Augusta Gold Corp. for C$1.70 per share.
  • All outstanding options, including Boehner's, were deemed unconditionally vested and exercisable, then cancelled in exchange for a cash payment.
  • Boehner disposed of 150,000 stock options with an exercise price of C$1.11 (US$0.80) and 350,000 stock options with an exercise price of C$2.00 (US$1.55).
  • The options with an exercise price of C$1.11 resulted in a cash payout of C$0.59 per option (C$1.70 C$1.11), totaling C$88,500 before withholdings.
  • The options with an exercise price of C$2.00 were out-of-the-money (exercise price higher than merger consideration) and thus cancelled without value.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive for the reporting person as they received a cash payout for their in-the-money options, albeit some options were cancelled without value. For the company, it signifies the successful completion of an acquisition.

Positives

  • John A. Boehner received a cash payout for his in-the-money stock options, totaling C$88,500 before withholdings.
  • All outstanding options, including those of the reporting person, were deemed unconditionally vested and exercisable upon the merger's consummation, accelerating potential value.

Negatives

  • 350,000 stock options held by John A. Boehner were cancelled without value as their exercise price (C$2.00) exceeded the merger consideration (C$1.70).
  • The reporting person no longer holds beneficial ownership of Augusta Gold Corp. securities following the merger.

Future Outlook

NA

Industry Context

This filing reflects the finalization of a corporate acquisition in the mining sector, where Augusta Gold Corp. was acquired by AngloGold Ashanti. Such mergers are common in the resource industry as larger players consolidate assets or expand their portfolios, often leading to the delisting of the acquired entity and the cashing out of equity compensation for its directors and executives.

Stakeholder Impact

  • **Shareholders**: Existing shareholders of Augusta Gold Corp. (excluding Parent and its affiliates) received C$1.70 per share in cash, indicating a liquidity event and the end of their investment in the standalone company.
  • **Employees/Management**: Directors and potentially other employees with stock options had their equity compensation converted to cash, providing a payout for in-the-money options and accelerating vesting.

Key Dates

DateDescription
02/22/2021Grant date for 350,000 Director Stock Options with C$2.00 exercise price.
02/22/2022First vesting date for 350,000 Director Stock Options.
02/22/2023Second vesting date for 350,000 Director Stock Options.
02/22/2024Third vesting date for 350,000 Director Stock Options.
04/16/2024Grant date for 150,000 Director Stock Options with C$1.11 exercise price.
04/16/2025First vesting date for 150,000 Director Stock Options.
07/15/2025Date of the Agreement and Plan of Merger.
10/23/2025Date of earliest transaction and consummation of the merger, leading to the disposition of options.
02/22/2026Expiration date for 350,000 Director Stock Options.
04/16/2026Second vesting date for 150,000 Director Stock Options.
04/16/2027Third vesting date for 150,000 Director Stock Options.
04/16/2029Expiration date for 150,000 Director Stock Options.

Keywords

Augusta Gold Corp., AUGG, AngloGold Ashanti, Merger, Acquisition, Stock Options, Form 4, Insider Trading, John A. Boehner, Director, Equity Compensation

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