AUGUSTA GOLD CORP.

AUGUSTA GOLD CORP. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

The AngloGold Ashanti merger closed at 12:01 a.m. Pacific on October 23, 2025. Every Augusta Gold share was converted into the right to receive C$1.70 in cash, without interest, and Augusta Gold is now an indirect wholly-owned subsidiary of AngloGold Ashanti plc. All former directors and officers resigned and AngloGold appointees took their place. OTCQB quotation is being ended, the TSX delisting was conditionally approved on September 15, 2025, and the company intends to file a Form 15 to stop SEC reporting. Payment goes through a letter of transmittal mailed by Computershare to registered holders within five business days. This resolves the merger thread from July 2025. In-the-money options and Taylor's 2024 warrants were cashed out at the spread. Options at or above C$1.70 under the 2021 plan get Black-Scholes value, and other options at or above C$1.70 were cancelled for nothing. The 2023 warrants (C$2.30 exercise price) now convert into C$1.70 and stay outstanding until January 2026 unless exercised. The filing does not say what happens to the Augusta Investments and Taylor notes.

business combination

Augusta Gold filed the final proxy statement for the October 20, 2025 special meeting on the AngloGold Ashanti merger, paying C$1.70 in cash per share, which the board unanimously recommends. Approval needs a majority of all outstanding voting power plus a majority of votes cast excluding certain related parties. The 31.5% held by directors, officers and Augusta Investments is already committed to vote in favour. If it closes, holders will no longer own shares in the company. This finalises the draft filed on August 25, 2025.

business combination

Augusta Gold filed a preliminary proxy statement for the special meeting (date still blank) to vote on the AngloGold Ashanti merger at C$1.70 per share in cash. The board unanimously recommends voting for it. Directors, officers and Augusta Investments, together holding 31.5% of shares, have signed agreements to vote in favour and against rival proposals. Holders will not own shares in the surviving company if it closes. This is a draft and subject to completion.

business combination

Augusta Gold agreed to be acquired by AngloGold Ashanti subsidiaries in a merger, with each share converted into C$1.70 in cash. This resolves the strategic review announced in Sept 2024. Shares would be delisted from the TSX, dropped from the OTCQB and deregistered. Closing needs a stockholder vote (including a majority excluding certain related parties), no more than 5% dissenting shares and other conditions; there is no financing condition. A $3.6M termination fee is payable by Augusta Gold in certain cases, such as accepting a superior proposal, and the outside date is Feb 27, 2026. Options below C$1.70 and Taylor's warrants are cashed out at the spread.

business combination

On Sept 30, 2024 the Augusta Investments note maturity was extended to April 30, 2025, with a $71,748 extension fee. The lender loaned $5,479,941.03, equal to all interest and fees through Sept 30, and the company immediately repaid that amount to the lender, so accrued interest was paid but the loan balance grew by the same amount. Interest after Oct 1 is not payable until disinterested shareholders approve it under TSX rules; if there is no approval by April 30, 2025, the lender can demand payment of the full principal. The maturity is later than the Feb 28, 2025 date mentioned in the Sept 5 release. Debt-to-equity conversion is not part of this filing.

debt financing

The company announced a feasibility study for its 100%-owned Reward Project: 370,000 oz of gold in proven and probable reserves, all permits in place to start construction, pre-production capital of US$89.7M, and a US$127M after-tax NPV at US$2,400/oz gold. Reward previously had resources only and no reserves, so this is the first reserve figure for it. The same release says the company has started a strategic review that could include a sale of the company or its assets, a merger or a joint venture, and that it agreed in principle to extend the Augusta Investments loan to Feb 28, 2025. It is also considering converting some or all of that debt to equity, which would dilute shareholders; no decisions have been made on any of these.

resource reserve update

On Apr 26, 2024 Augusta Investments Inc. lent the company another US$1,500,000 under its secured note, which had been amended and restated on March 27, 2024. The note's principal is now $24,318,852.62, and no other terms changed. This continues the borrowing from the company's largest shareholder; the March 27 restatement itself is only referenced here, not described.

debt financing

The company extended the outside maturity of the US$22,232,561 Augusta Investments note from Dec 13, 2023 to March 31, 2024, for an extension fee of $33,501.12 accrued and due at maturity. The note remains outstanding and unchanged otherwise, so this is a second delay in repaying the lender that began as a 12-month loan in Sept 2022.

debt financing

The company amended the US$22,232,561 secured note to Augusta Investments Inc. (issued Sept 13, 2022), replacing the stated maturity with the earliest of 30 days after a lender demand, full repayment, or Dec 13, 2023. Nothing else in the note changed and it remains outstanding, so the debt was not repaid at the roughly 12-month mark and the Jan 2023 offering did not retire it by then.

debt financing

The company closed the bought-deal offering announced on Jan 11, selling 6,725,147 units at Cdn$1.71 for about Cdn$11.5M gross, after the underwriters fully used their over-allotment option (the earlier plan was about Cdn$10.0M). Each unit carries one share and half a warrant at Cdn$2.30 until Jan 20, 2026, so up to 3,362,573 warrant shares plus 336,257 underwriter warrants at Cdn$1.71 (to Jan 2024) add to future dilution. The press release says net proceeds are intended for advancing the Bullfrog Project, working capital and general corporate purposes; it does not mention repaying the Augusta Investments note.

material agreement

On January 11, 2023 the company agreed to sell 5,847,954 units at Cdn$1.71 each in an underwritten 'bought deal' for gross proceeds of about Cdn$10.0M (about Cdn$8.78M net estimated), each unit being one share plus half a warrant exercisable at Cdn$2.30 for 36 months. The underwriters have a 30-day option for up to 877,193 more units, and receive a 5% cash commission and compensation warrants at Cdn$1.71. This adds new shares and warrants (dilution); the filing does not say how proceeds will be used, so whether it addresses the secured note to Augusta Investments is not stated.

material agreement

On September 13, 2022 the company borrowed US$22,232,561 from Augusta Investments Inc. (the existing major shareholder group; the filing names it as lender, and earlier notices show it as a director-linked buyer of shares) through a secured note and used it to pay Waterton the second and deferred payments for Reward, ending its obligations to Waterton and releasing Waterton's security over Reward. The note bears interest at prime plus 3%, runs at most 12 months, is secured by a first-priority lien on all company assets and guaranteed by subsidiaries, and carries a 0.5% origination fee. The Waterton debt is replaced by debt to Augusta Investments that matures within a year.

asset acquisition disposition

The company received a technical report on the newly acquired Reward Project in Nye County, Nevada, with a May 31, 2022 effective date, estimating measured and indicated resources of 17.77 million tonnes at 0.75 g/t (426.7 thousand ounces of gold) plus inferred 1.23 million tonnes at 0.68 g/t (27.1 thousand ounces), at a $1,700/oz gold price. The filing states the project is exploration stage with no known mineral reserves.

resource reserve update

The company closed its purchase of CR Reward LLC (the Reward Project, seven miles from its Bullfrog Project) from Waterton on June 13, 2022, the deal first announced in April. It paid $12.5M cash and issued 7.8M shares at a deemed $1.33 each ($10.374M), and still owes a second payment (cash/shares, so that shares plus second payment total $15M) and a $17.5M cash deferred payment due within 90 days, secured by a first-priority deed of trust on CR Reward's mineral properties. The deemed share price is $1.33 versus the deemed C$1.70 noted when the deal was announced.

asset acquisition disposition

On April 21, 2022 the company agreed to buy all of CR Reward LLC from Waterton Nevada Splitter, LLC. The price is $12.5 million cash at closing, 7,800,000 shares at a deemed C$1.70, a second payment in cash and/or shares so that the shares plus second payment total $15 million, and a $17.5 million cash deferred payment due within 90 days of closing, secured by a deed of trust on CR Reward's property. Waterton's share ownership is capped at 9.99%, and closing needs conditions including Toronto Stock Exchange approval of the share issuance. This is a new acquisition thread that needs more funding and could add dilution.

material agreement

On March 4, 2021 the company closed the private placement, issuing 7,555,556 shares and 3,777,784 warrants (exercisable at C$2.80 for three years) for gross proceeds of C$17 million. The press release says insiders including Richard Warke and other strategic investors subscribed, and CEO Maryse Belanger says the funds will pay for a 2021 drill program of more than 85,000 metres plus environmental, permitting and engineering work. This completes the financing announced in February.

capital raising announcement

On February 10, 2021 the company announced a fully subscribed private placement of about C$15 million: 6.7 million units at C$2.25, each with one share and a half warrant exercisable at C$2.80 for three years. Per the press release it is fully subscribed by insiders including Richard Warke and other strategic investors, with proceeds for exploration at the Bullfrog project and working capital. This is new financing following the October 2020 deal and will dilute existing holders.

capital raising announcement

On October 26, 2020 the company closed both deals announced on October 9: it bought all of Bullfrog Mines LLC from Homestake Mining Company of California and Lac Minerals (USA) LLC for 54,600,000 units and a 2% net smelter royalty, and sold 110 million units to the Augusta Group for C$22 million. The filing says the Barrick parties and the Augusta Group now own a majority of the common shares, the board was replaced except David Beling, and a new management team (Maryse Bélanger as President and CEO, Michael McClelland as CFO) took over. The company also owes a C$1.2 million fee to Fort Capital Partners and acquired rights to 1,500 acres next to its Bullfrog deposit. Existing holders are heavily diluted and no longer control the company; this resolves the pending transaction.

business combination

On October 9, 2020 the company signed the definitive purchase agreement with Homestake Mining Company of California and Lac Minerals (USA) LLC for all of Bullfrog Mines LLC, along with subscription agreements for 110 million units for C$22 million with the Augusta Group. Each deal closes only if the other does, and a C$1.2 million fee to Fort Capital Partners is due at closing. The company's press release says the March 2015 Barrick lease and option has been terminated and the Barrick back-in right eliminated. It also says the Barrick royalty falls to a minimum 0.5% on certain Barrick lands already subject to royalties, and closing is expected in Q4 2020, subject to approvals including the Canadian Securities Exchange. This turns the September term sheet into binding agreements and replaces the old option structure with outright ownership of the Barrick-held assets.

capital raising announcement

This information statement gives notice of the board change tied to the deal signed October 9, 2020: a purchase agreement for Bullfrog Mines LLC (54,600,000 units plus a 2% royalty to Barrick parties) and C$22,000,000 of Augusta Group subscriptions (110,000,000 units at C$0.20). Beling stays on the board while the other directors resign. The filing lists 161,230,237 common shares and 19,229,166 Series B preferred outstanding as of October 9, 2020, so the new issuances would be large relative to the current share count. This resolves the term sheet into signed agreements, but closing is still subject to conditions. No shareholder vote is requested.

business combination

On September 7, 2020 the company signed a binding term sheet to buy all of Bullfrog Mining LLC (the successor to Barrick Bullfrog Inc.) from Barrick-related parties. In return it would issue 54,600,000 units (a share plus a four-year C$0.30 warrant each, about 15.9% of shares after closing) and a 2% royalty. Alongside this, the Augusta Group (Augusta Investments Inc. and others) would buy 110,000,000 units at C$0.20 for C$22,000,000. All directors except David Beling would resign, with Dan Earle, Maryse Belanger and Don Taylor joining, and Belanger becoming President. Definitive agreements were due within 30 days. Separately, the Barrick Bullfrog option on the SW Montgomery-Shoshone pit, first signed in March 2015, was extended to October 23, 2020. This is a major turn: a much larger raise and a change of control of management, with heavy dilution to existing holders.

capital raising announcement

On June 30, 2016 the company settled all obligations under the December 2012 RMB Australia Holdings facility, which stood at $2,789,996 of principal and interest as of March 31, 2016. It paid $250,000 cash from recent private placements and issued one million shares on July 5, 2016. This resolves the company's main debt facility. The filing doesn't say what happened to the 7,000,000 RMB warrants or the Standard Gold share pledge.

capital raising announcement

On March 23, 2015 the subsidiary Rocky Mountain Minerals Corp. entered a lease and purchase option with Barrick Bullfrog Inc. over 6 patented, 20 unpatented and 8 mill site claims near Beatty, Nevada, including the SW half of the Montgomery-Shoshone pit. With the October 2014 option on the NE half, the company says it now controls the whole pit. To exercise, it must spend $1.5 million over five years and, at closing, transfer 3,230,000 company shares to Barrick Gold Corporation. The property carries a royalty, a back-in right and an overriding royalty.

material agreement

On October 29, 2014 the company's subsidiary Rocky Mountain Minerals Corp. took a 10-year option from Mojave Gold Mining Corporation on 12 patented claims in Nye County, Nevada, next to the Bullfrog Gold Project and covering the NE half of the Montgomery-Shoshone pit. It issued 750,000 shares, paid $16,000, and must pay $190,000 more over 10 years, subject to a royalty. This builds the company's Nevada position after leaving Newsboy.

capital raising announcement

On May 30, 2014 the company gave notice ending its option on the Newsboy Project in Arizona with Southwest Exploration Inc., effective June 30, 2014 (the filing misprints 3014). It will pay $20,860 for annual claim maintenance and have no further obligation. Newsboy was the project the 2012 financings were raised to fund, so this ends that thread and the company leaves the project.

material agreement termination

On February 25, 2013 management said financial statements for the quarter ended September 30, 2011, the year ended December 31, 2011, and the quarters ended March, June and September 2012 can no longer be relied on, because the warrants from the September 2011 placement were wrongly valued. The warrant liability at September 30, 2011 rises by $563,301 and the 2011 net loss falls by $563,301. The company says the change is non-cash and plans amended 10-K and 10-Q filings. This affects the earlier quarterly loss figures reported for 2012.

financial restatement

On December 10, 2012 the company, through its subsidiary Standard Gold, entered a $4.2 million secured loan with RMB Australia Holdings Limited at LIBOR plus 7%, to fund a work program at the Newsboy gold project in Arizona and general corporate purposes. The loan is guaranteed by the company, secured on the Newsboy assets and a pledge of all Standard Gold shares, and repayable 24 months after closing. The company will issue 7,000,000 warrants at $0.35, and must keep $500,000 in a segregated account and seek an exchange listing within 12 months. This is the company's first major debt facility and adds both leverage and potential dilution.

capital raising announcement

On November 19, 2012 the company raised $1,075,000 selling 4,300,000 units at $0.25 each, each with a four-year warrant at $0.35, and created a new Series B preferred stock. The $200,000 September note was converted into 804,600 Series B preferred shares plus warrants, resolving that debt through issuing shares, and 276,000 common shares and warrants were issued for $69,000 of legal fees. Per the press release, the money is mainly for the Newsboy Gold Project in Arizona; a further $575,000 of subscriptions may close later, to be used mainly for an investor relations campaign. This dilutes existing holders.

capital raising announcement

The company, renamed Bullfrog Gold Corp. from Kopr Resources Corp. in July 2011 after a roughly 51.7-for-1 forward split, closed a reverse merger on September 30, 2011 with Standard Gold Corp., a gold explorer holding about 6,860 acres of claims and leases in Arizona and Nevada. It also raised $3,650,900 in a private placement and split off its old business to a former officer in exchange for 22,510,919 shares being cancelled. This replaces the earlier Coronado Biosciences plan as the company's actual direction; afterwards 29,897,846 common shares and 4,586,539 Series A preferred shares were outstanding, and the properties have no reserves.

business combination

On March 14, 2011, the company (then Kopr Resources Corp.) signed a non-binding summary of terms for a possible reverse merger with Coronado Biosciences, Inc., plus a 60-day exclusivity agreement barring it from talking to other acquirers. A definitive deal needed due diligence and board approvals; the target was the second quarter of 2011, and the terms valued the company's existing stock at $1,000,000 before the deal. (Inference from later filings: this Coronado deal does not appear to be the one that was completed.)

material agreement