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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date
of earliest event reported): October 20, 2025
AUGUSTA GOLD
CORP.
(Exact name of registrant as specified in its charter)
| Nevada |
|
000-54653 |
|
41-2252162 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| Suite 555 – 999 Canada Place, Vancouver, BC, Canada |
|
V6C 3E1 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (604) 687-1717
_____________________________________________
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act: None
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 20, 2025,
Augusta Gold Corp. (the “Company”) held a special meeting (the “Special Meeting”) of its stockholders. The matters
submitted for a vote and the related results are set forth below. A more detailed description of each proposal is set forth in the Company’s
definitive proxy statement/management information circular on Schedule 14A, as filed with the U.S. Securities and Exchange Commission
(“SEC”) on September 18, 2025. A total of 59,884,859 shares of common stock of the Company (“Common Shares”),
representing approximately 69.69% of the issued and outstanding Common Shares as at the record date of September 12, 2025 (the “Record
Date”) were voted at the Special Meeting either in person or represented by proxy.
Proposal One –
Merger Resolution
The resolution (the “Merger
Resolution”) approving the transactions set forth in that certain Agreement and Plan of Merger, dated as of July 15, 2025 (as amended
from time to time, the “Merger Agreement”) by and among the Company, AngloGold Ashanti (U.S.A.) Holdings Inc., a Delaware
corporation (“Parent”), Exploration Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”),
and joined by AngloGold Ashanti Holdings plc, a public limited company existing under the laws of the Isle of Man (“HoldCo”),
for the limited purposes specified in the Merger Agreement, pursuant to which Parent, Merger Sub and Augusta Gold intend to effect a merger
of Merger Sub with and into Augusta Gold (the “Merger”), with Augusta Gold surviving the Merger as a wholly-owned subsidiary
of Parent, was approved by (i) approximately 69.44% of the issued and outstanding Common Shares as of the Record Date; and (ii) approximately
99.37% of the Common Shares voted at the Special Meeting, after excluding votes from certain related parties required to be excluded in
accordance with section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions
(the “Disinterested Stockholder Approval”).
The results of the voting
on this matter were as follows:
Merger Resolution:
| Votes FOR |
|
Votes AGAINST |
|
Votes ABSTAIN |
|
Broker Non-Votes |
| 59,670,143 |
|
94,195 |
|
120,521 |
|
0 |
Disinterested Stockholder
Approval:
| Votes FOR |
|
Votes AGAINST |
|
Votes ABSTAIN |
|
Broker Non-Votes |
| 33,987,588* |
|
94,195 |
|
120,521 |
|
0 |
| * | - 25,682,555 Common Shares excluded |
Proposal Two –
Advisory Compensation Proposal
The resolution to approve,
solely on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company’s named executive
officers in connection with the Merger was passed.
The results of the voting
on this matter was as follows:
| Votes FOR |
|
Votes AGAINST |
|
Votes ABSTAIN |
|
Broker Non-Votes |
| 50,620,475 |
|
221,528 |
|
9,042,856 |
|
0 |
Proposal Three –
Adjournment Proposal
A quorum being present
at the Special Meeting and all matters having passed, the resolution to adjourn the Special Meeting to a later date, not being necessary,
was not put before the stockholders for a vote.
Item 7.01. Regulation
FD Disclosure.
On October 20, 2025,
the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached to this report
as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01 of this report and in
the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the U.S. Securities
Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality
of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
The exhibits listed in
the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated October 20, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirement of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
AUGUSTA GOLD CORP. |
| |
|
|
| Date: October 20, 2025 |
By: |
/s/ Tom Ladner |
| |
Name: |
Tom Ladner |
| |
Title: |
General Counsel |
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