M&A - AUGUSTA GOLD CORP.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-07-17

Corporate Action: Merger

Type: Update

Accession Number: 000091228225000778

Filing Summary: This document is Amendment No. 18 to the Schedule 13D originally filed on March 12, 2021, regarding the common stock of Augusta Gold Corp. Augusta Investments Inc. and Richard Warke entered into a Voting Agreement on July 15, 2025, with AngloGold Ashanti (U.S.A.) Holdings Inc. and Exploration Inc., which is a wholly owned subsidiary of AngloGold Ashanti. The Voting Agreement stipulates that they will vote in favor of the Agreement and Plan of Merger dated July 15, 2025, which pertains to a merger between Augusta Gold Corp., AngloGold Ashanti Holdings Inc., and Merger Sub. They have also agreed to vote against any third-party acquisition proposals and any actions that could hinder the merger's completion. The percentage of shares controlled by Richard Warke and Augusta Investments is based on 85,929,753 outstanding shares as of May 12, 2025, adjusted for stock options held by Richard Warke.

Form Type: 8-K

Filing Date: 2025-07-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925068393

Filing Summary: On July 15, 2025, Augusta Gold Corp. entered into an Agreement and Plan of Merger with AngloGold Ashanti (U.S.A.) Holdings Inc. and its subsidiary, Exploration Inc. The merger will result in Augusta Gold becoming a wholly-owned subsidiary of AngloGold Ashanti. Shareholders will receive C$1.70 in cash for each share held, while existing stock options will be converted to cash based on their performance relative to the merger consideration. The merger requires approval from a majority of Augusta Gold's shareholders at a special meeting. The merger will lead to the delisting of Augusta Gold's securities from the Toronto Stock Exchange and deregistration under the Securities Exchange Act. Additionally, a voting agreement has been signed by shareholders holding 31.5% of Augusta Gold's shares. The document discusses conditions for the merger; termination rights, and obligations for repayment of debts to affiliates of Augusta Gold's management. The press release confirming the merger agreement was issued on July 16, 2025.

Form Type: DEFA14A

Filing Date: 2025-07-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925068395

Filing Summary: On July 15, 2025, Augusta Gold Corp. entered into an Agreement and Plan of Merger with AngloGold Ashanti (U.S.A.) Holdings Inc., whereby Merger Sub will be merged with Augusta Gold, making it a wholly-owned subsidiary of the Parent. Upon consummation, each outstanding share of Augusta Gold will convert into C$1.70 in cash. Augusta Gold’s securities will be delisted from the Toronto Stock Exchange and deregistered under the Securities Exchange Act. The Merger Agreement includes provisions for cancellation of options and warrants based on their exercise prices compared to the Merger Consideration. The board of Augusta Gold unanimously approved the merger, contingent upon a majority shareholder vote. There are certain customary closing conditions, including the absence of legal restraints and material adverse effects. The Merger Agreement also stipulates a termination fee of $3.6 million if Augusta Gold decides to pursue a superior proposal within specified terms. A voting agreement has been signed by key shareholders to support the merger. A press release about the executed merger agreement was issued on July 16, 2025.

Form Type: DFAN14A

Filing Date: 2025-07-16

Corporate Action: Acquisition

Type: New

Accession Number: 000095015725000576

Filing Summary: AngloGold Ashanti plc has entered into a definitive agreement to acquire Augusta Gold Corp., aiming to acquire all outstanding shares of Augusta Gold at a price of C$1.70 per share in cash, which totals approximately C$152 million (US$111 million). This acquisition represents a premium of 28% over the closing price of Augusta Gold’s common stock on July 15, 2025, and a 37% premium above the 20-day volume-weighted average share price prior to the transaction announcement. The acquisition includes repayment of stockholder loans amounting to about US$32.6 million. This strategic move enhances AngloGold's presence in the Beatty District of Nevada, incorporating valuable projects like Reward and Bullfrog. The Augusta Gold Board unanimously approved the agreement and encourages stockholders to vote in favor. The transaction is expected to close in Q4 of 2025, subject to customary closing conditions, including major shareholder approval. Post-transaction, Augusta Gold will become an indirect wholly-owned subsidiary of AngloGold Ashanti, and its shares will be delisted from public exchanges.