AUGG insider disposes 70,000 shares; options cashed at merger

Rhea-AI Filing Summary

Augusta Gold (AUGG) reported an insider Form 4 tied to the closing of its merger on October 23, 2025. The officer listed as General Counsel disclosed the disposition of 70,000 common shares, with the merger consideration set at C$1.70 per share.

The filing also notes two employee stock option grants—250,000 options with a reported exercise price of $0.80 and 150,000 options at $1.55. In connection with the merger, all outstanding options vested and were cancelled for cash equal to the difference between C$1.70 and the applicable exercise price, multiplied by the number of underlying shares, less withholdings.

Insights

M&A and SEC compliance analyst

Form 4 reflects merger close; shares and options cashed.

This Form 4 documents insider transactions resulting from the merger’s completion on October 23, 2025. Common shares were disposed at the stated merger consideration of C$1.70 per share. Two employee stock option awards (250,000 and 150,000) are listed with reported exercise prices of $0.80 and $1.55, respectively.

Per the filing, all outstanding options vested at closing and were cancelled for a cash payment equal to the per‑share consideration minus the exercise price, multiplied by the underlying shares, less withholdings. This is an administrative reflection of the deal mechanics rather than a standalone operating event.

The filing confirms the transaction terms and insider treatment under the merger agreement. Actual portfolio impact depends on the completed acquisition; this disclosure primarily records post‑closing equity disposition and option cancellation mechanics.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ladner Thomas A.

(Last) (First) (Middle)

C/O AUGUSTA GOLD CORP.

SUITE 555, 999 CANADA PLACE

(Street)

VANCOUVER A1 V6C 3E1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AUGUSTA GOLD CORP. [ AUGG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	10/23/2025		D		70,000	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$0.8(2)	10/23/2025		D(1)			250,000	(3)	04/16/2029	Common Shares	250,000	(4)	0	D
Employee Stock Option (Right to Buy)	$1.55(5)	10/23/2025		D(1)			150,000	(6)	02/22/2026	Common Shares	150,000	(4)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 15, 2025 (as amended from time to time, the "Merger Agreement") by and among the Issuer, AngloGold Ashanti (U.S.A.) Holdings Inc. ("Parent"), Exploration Inc., ("Merger Sub"), and joined by AngloGold Ashanti Holdings plc for the limited purposes specified in the Merger Agreement, which was consummated on October 23, 2025, and pursuant to which Parent acquired all of the outstanding common shares of the Issuer (other than those owned by Parent and its affiliates) in exchange for cash consideration of C$1.70 per share (the "Merger").

2. As previously reported, exercise price reported above was converted from the Canadian exercise price of C$1.11 using an exchange rate of C$1.3821=US$1.00.

3. As previously reported, the options were granted on April 16, 2024, and vest as follows: One-third on April 16, 2025; one-third on April 16, 2026; and one-third on April 16, 2027.

4. In connection with the Merger, all outstanding options to purchase common shares of the issuer as of immediately prior to the effective time of the Merger, were deemed unconditionally vested and exercisable, and subsequently cancelled in exchange for cash payment equal to the difference between the per share consideration of C$1.70 and the per share exercise price of such option multiplied by the number of common shares issuable pursuant to such option, less applicable withholdings.

5. As previously reported, exercise price reported above was converted from the Canadian exercise price of C$2.00 using an exchange rate of C$1.2934=US$1.00.

6. As previously reported, the options were granted on February 22, 2021 and vest as follows: One-third on February 22, 2022; one-third on February 22, 2023; and one-third on February 22, 2024.

	/s/ Purni Parikh as attorney-in-fact for Thomas Ladner	10/23/2025
	** Signature of Reporting Person	Date
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FAQ

What does Augusta Gold (AUGG) disclose in this Form 4?

It records the insider disposition of 70,000 common shares and the treatment of employee stock options following the merger at C$1.70 per share.

What was the merger consideration for AUGG shareholders?

The consideration was C$1.70 per share upon the merger’s completion.

How were Augusta Gold employee stock options treated at closing?

All outstanding options vested and were cancelled for cash equal to C$1.70 minus the exercise price, times underlying shares, less withholdings.

Which AUGG options are listed in the Form 4 and their exercise prices?

Two grants: 250,000 options at a reported exercise price of $0.80 and 150,000 options at $1.55.

When did the Augusta Gold merger close according to the filing?

The merger closed on October 23, 2025.

What role does the reporting person hold at AUGG?

The reporting person is an Officer, serving as General Counsel.