AUGG insider reports 206,667-share disposition in cash merger
Rhea-AI Filing Summary
Augusta Gold Corp. (AUGG) disclosed an insider transaction tied to its completed merger. On 10/23/2025, CEO and Director Donald Richard Taylor reported a disposition of 206,667 common shares, reflecting the merger in which AngloGold Ashanti (U.S.A.) Holdings Inc. acquired all outstanding shares for C$1.70 per share.
All of Mr. Taylor’s listed options and warrants were unconditionally vested at closing and then cancelled for a cash payment equal to the per‑share merger consideration minus the exercise price, multiplied by the underlying shares, less withholdings. Following these transactions, he reported 0 common shares and 0 derivative securities beneficially owned.
Positive
- None.
Negative
- None.
Insights
Form 4 records cash-out of equity upon merger closing.
The filing documents that, upon the merger effective on 10/23/2025, all of the reporting person’s common shares were exchanged at C$1.70 per share and recorded as a disposition. This is typical when a cash merger closes and public shares are acquired by the buyer.
The options and warrants became fully vested at closing and were then cancelled for cash equal to the intrinsic value (merger price minus exercise price) times the underlying shares, consistent with the terms described. No post-transaction equity remains reported by the insider.
Key figures include the 206,667 common shares disposed and derivative positions such as options over 650,000 shares at $0.80, 350,000 at $1.55, 500,000 at $1.55, and warrants over 300,000 shares at $0.46. Actual cash received follows the stated formulas.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (Right to Buy) | 650,000 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to Buy) | 350,000 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to Buy) | 500,000 | $0.00 | -- |
| Disposition | Common Stock Purchase Warrants | 300,000 | $0.00 | -- |
| Disposition | Common Shares | 206,667 | $0.00 | -- |
Footnotes (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"). 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. 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. In connection with the Merger, all outstanding options and warrants 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 or warrant multiplied by the number of common shares issuable pursuant to such option, less applicable withholdings. 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. As previously reported, the options were granted on February 22, 2021 and vest as follows: One-half on February 22, 2022 and one-half on February 22, 2023. As previously reported, the options were granted on August 30, 2021 and vest as follows: One-third on August 30, 2022, one-third on August 30, 2023, and one-third on August 30, 2024. As previously reported, the exercise price reported above was converted from the Canadian exercise price of C$0.62 using an exchange rate of C$1.3515=US$1.00.
