Form 4: Augusta Gold Insiders Report Share Disposal Post-Merger

Augusta Investments Inc. and Richard Warke reported the disposal of common shares and cancellation of stock options in Augusta Gold Corp. following its acquisition by AngloGold Ashanti for C$1.70 per share.

Summary

• Augusta Investments Inc. and Richard W. Warke, Executive Chairman and a 10% owner, reported changes in their beneficial ownership of Augusta Gold Corp. common shares and derivative securities.
• The changes occurred on October 23, 2025, following the consummation of a merger agreement dated July 15, 2025.
• AngloGold Ashanti (U.S.A.) Holdings Inc. acquired all outstanding common shares of Augusta Gold Corp. (not already owned by Parent and its affiliates) for cash consideration of C$1.70 per share.
• Augusta Investments Inc. disposed of 25,475,888 common shares.
• All outstanding options to purchase common shares were deemed unconditionally vested and exercisable, then cancelled in exchange for a cash payment.
• The cash payment for options was equal to 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 issuable, less applicable withholdings.
• Richard W. Warke directly held Director Stock Options for 650,000 common shares with an exercise price of $0.8 (C$1.11) and for 800,000 common shares with an exercise price of $1.55 (C$2.00), which were cancelled as part of the merger.

Sentiment

Score: 7

Explanation: The filing reports a completed transaction (merger) that resulted in a cash payout for shares and options, which is generally a positive outcome for the reporting insiders, indicating a successful exit at a predetermined value.

Positives

• Reporting persons received cash consideration for their common shares and stock options, providing liquidity.
• The merger provided a clear exit strategy and valuation for shareholders at C$1.70 per share.

Negatives

• The company, Augusta Gold Corp., is no longer an independent publicly traded entity following the acquisition.

Future Outlook

NA

Management Comments

• Richard W. Warke is the sole officer and director of Augusta Investments Inc. and has indirect beneficial ownership of the shares held by Augusta Investments Inc.
• In connection with the Merger, all outstanding options to purchase common shares of the issuer as of immediately prior to the effective time of the Merger, were deemed unconditionally vested and exercisable, and subsequently cancelled in exchange for cash payment.

Industry Context

This transaction reflects ongoing consolidation within the gold mining sector, where larger entities like AngloGold Ashanti acquire smaller exploration or development companies to expand their asset base and resource pipeline.

Related Party Transactions

• Richard W. Warke, as the sole officer and director of Augusta Investments Inc., has indirect beneficial ownership of the shares held by Augusta Investments Inc.

Stakeholder Impact

• Shareholders of Augusta Gold Corp. received cash consideration of C$1.70 per share, providing a definitive return on their investment.
• Option holders received a cash payout for their vested and exercisable options, based on the difference between the merger price and their exercise price.

Key Dates

Keywords

Augusta Gold Corp., AngloGold Ashanti, Merger, Acquisition, SEC Form 4, Insider Transaction, Common Shares, Stock Options, Beneficial Ownership, Gold Mining