8-K: Augusta Gold Stockholders Approve AngloGold Ashanti Merger

Augusta Gold Corp. stockholders have approved the merger with AngloGold Ashanti, paving the way for the company to become a wholly-owned subsidiary.

Summary

• A special meeting of stockholders was held on October 20, 2025, where 59,884,859 Common Shares, representing approximately 69.69% of the issued and outstanding shares as of the September 12, 2025 record date, were voted.
• The Merger Resolution, approving the acquisition by AngloGold Ashanti (U.S.A.) Holdings Inc., was approved by approximately 69.44% of the issued and outstanding Common Shares and 99.37% of the Common Shares voted at the meeting, after excluding votes from certain related parties.
• Specifically, 59,670,143 votes were FOR the Merger Resolution, 94,195 AGAINST, and 120,521 ABSTAIN.
• For the Disinterested Stockholder Approval, 33,987,588 votes were FOR, 94,195 AGAINST, and 120,521 ABSTAIN, with 25,682,555 Common Shares excluded.
• A non-binding, advisory proposal to approve certain compensation for named executive officers in connection with the Merger was also passed, with 50,620,475 votes FOR, 221,528 AGAINST, and 9,042,856 ABSTAIN.
• The merger is expected to close on or around October 23, 2025.
• Following the merger, Common Shares are expected to be delisted from the Toronto Stock Exchange and cease to be quoted on the OTCQB.
• Augusta Gold has applied to cease being a reporting issuer in Canada and expects to terminate its SEC reporting obligations in the United States.

Sentiment

Score: 8

Explanation: The successful approval of the merger by stockholders is a significant positive milestone, indicating a clear path forward for the acquisition and providing a liquidity event for shareholders. The high approval rate, even from disinterested parties, reflects strong support for the transaction.

Positives

• Stockholders overwhelmingly approved the merger with AngloGold Ashanti, a significant strategic transaction for the company.
• The high approval rate (99.37% of votes cast, excluding related parties) for the Merger Resolution indicates strong shareholder support.
• The advisory compensation for executive officers related to the merger was approved, suggesting alignment on transition terms.
• The merger provides a clear exit strategy and liquidity event for existing shareholders at the agreed-upon terms.

Negatives

• Common Shares are expected to be delisted from the Toronto Stock Exchange and cease quotation on the OTCQB, which will eliminate public trading liquidity for current shareholders.
• Augusta Gold will cease to be a reporting issuer in Canada and terminate SEC reporting obligations, resulting in less public disclosure and transparency.

Risks

• Conditions to the consummation of the proposed transaction may not be achieved in a timely manner, if at all.
• Satisfaction of other conditions to the consummation of the proposed transaction on the proposed terms and schedule.
• General business and economic conditions could impact the transaction.
• Fluctuations in metals prices could affect the underlying value proposition.
• The timely receipt of necessary approvals is crucial for the merger's completion.
• The company's ability to comply with the terms and conditions of the Merger Agreement is a factor.
• Unplanned delays or interruptions could affect the closing timeline.

Future Outlook

The merger is expected to close on or around October 23, 2025. Following completion, Augusta Gold's Common Shares are expected to be delisted from the Toronto Stock Exchange and cease to be quoted on the OTCQB. The company also expects to cease being a reporting issuer in Canada and terminate its SEC reporting obligations in the United States.

Management Comments

• Augusta Gold stockholders voted in favour of the resolution (the Merger Resolution) approving the Merger.

Industry Context

Augusta Gold is an exploration and development company focused on its Reward and Bullfrog gold projects in the prolific Bullfrog mining district in Nevada. The acquisition by AngloGold Ashanti, a major global gold producer, indicates consolidation within the gold mining sector, where larger players acquire smaller exploration companies to expand their resource base or geographic footprint. This transaction highlights the strategic value of gold assets in established mining regions like Nevada.

Corporate Governance

Related Party Transactions

• Votes from certain related parties were excluded in accordance with section 8.1(2) of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions for the Disinterested Stockholder Approval of the Merger Resolution.

Stakeholder Impact

• Shareholders: Will receive consideration for their shares as part of the merger, but will lose direct ownership in Augusta Gold and its public trading liquidity.
• Employees: Implied continuity of operations under new ownership, though specific impacts on roles are not detailed.
• Management: Executive compensation related to the merger was approved, indicating a structured transition.
• Regulatory Bodies: Augusta Gold will cease to be a reporting issuer in Canada and the U.S., reducing its regulatory oversight requirements.

Next Steps

• Closing of the Merger on or around October 23, 2025.
• Delisting of Common Shares from the Toronto Stock Exchange.
• Cessation of quotation of Common Shares on the OTCQB.
• Application to cease being a reporting issuer in Canada.
• Filings with the SEC to terminate U.S. reporting obligations.
• Stockholders to direct questions regarding share submission to Computershare Trust Company of Canada, the exchange agent.

Key Dates

Recommendation

The merger has been approved by stockholders and is expected to close within days. For existing shareholders, the primary action is to await the closing and receive the merger consideration. There is no further investment decision to be made regarding Augusta Gold as an independent entity, hence a 'hold' until the transaction completes and consideration is received. For new investors, the opportunity to invest in Augusta Gold as a standalone public company is effectively closed.

Keywords

Augusta Gold, AngloGold Ashanti, Merger, Acquisition, Gold Mining, Stockholder Vote, Delisting, Nevada Gold, Corporate Action, Exploration Inc.