Form 4: Augusta Gold VP Sells Shares, Options in Merger

Augusta Gold Corp.'s VP of Environmental and Planning, Johnny Pappas, disposed of all his common shares and stock options following the company's acquisition by AngloGold Ashanti.

Summary

• Johnny Pappas, VP Environmental and Planning at Augusta Gold Corp., reported the disposal of all his beneficial ownership in the company.
• This transaction occurred on October 23, 2025, coinciding with the consummation of the merger between Augusta Gold Corp. and AngloGold Ashanti (U.S.A.) Holdings Inc.
• Under the merger agreement, AngloGold Ashanti acquired all outstanding common shares of Augusta Gold Corp. for C$1.70 cash per share.
• Pappas disposed of 60,000 common shares.
• He also disposed of 150,000 employee stock options with an exercise price of C$1.11 (US$0.80), which were cancelled for a cash payment.
• Additionally, he disposed of 350,000 employee stock options with an exercise price of C$2.00 (US$1.55), which were cancelled. Given the merger consideration of C$1.70, these options were out-of-the-money and yielded no cash payment.
• All outstanding options were deemed unconditionally vested and exercisable immediately prior to the merger's effective time.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the merger successfully closed, providing liquidity to shareholders and in-the-money option holders. However, the cancellation of out-of-the-money options represents a loss of potential future value for the reporting person.

Positives

• Received cash consideration of C$1.70 per share for 60,000 common shares.
• Received cash payment for 150,000 in-the-money stock options (exercise price C$1.11 vs. C$1.70 merger price).
• All outstanding stock options were deemed unconditionally vested and exercisable due to the merger, accelerating potential value realization.

Negatives

• Disposed of 350,000 out-of-the-money stock options (exercise price C$2.00 vs. C$1.70 merger price), resulting in no cash payment for these options.
• Cessation of beneficial ownership in Augusta Gold Corp. due to the company's acquisition.

Future Outlook

The filing indicates the completion of Augusta Gold Corp.'s acquisition by AngloGold Ashanti, suggesting Augusta Gold Corp. will no longer operate as an independent publicly traded entity. The future outlook for the former Augusta Gold Corp. assets and operations will be integrated into AngloGold Ashanti's strategic plans.

Industry Context

This acquisition reflects ongoing consolidation within the gold mining sector, where larger, established players like AngloGold Ashanti seek to expand their asset base and reserves through strategic mergers and acquisitions. Such moves are often driven by the desire to achieve economies of scale, optimize operational efficiencies, and secure future production pipelines in a volatile commodity market.

Comparison to Industry Standards

• The cash consideration of C$1.70 per share for Augusta Gold Corp. common shares is a specific valuation derived from the merger agreement.
• In the broader mining industry, acquisition premiums vary significantly based on asset quality, resource estimates, market conditions, and strategic fit.
• The treatment of stock options, where in-the-money options are cashed out and out-of-the-money options are cancelled without value, is a standard practice in M&A transactions across various sectors, including mining, to finalize equity compensation liabilities during a change of control.

Stakeholder Impact

• Shareholders: Received cash consideration of C$1.70 per share, providing liquidity and a definitive exit value for their investment.
• Employees (specifically option holders): In-the-money option holders received cash payments, while out-of-the-money option holders received no value for those specific options. All options were deemed vested.

Next Steps

• Augusta Gold Corp. will cease to be a publicly traded entity, with its operations and assets integrated into AngloGold Ashanti. No further specific next steps for Augusta Gold Corp. as an independent entity are applicable.

Key Dates

Keywords

Augusta Gold Corp., AUGG, AngloGold Ashanti, Merger, Acquisition, SEC Form 4, Insider Trading, Stock Options, Common Shares, Johnny Pappas, Corporate Action