AUGG Form 4: Warke exits 25.48M shares in cash merger at C$1.70
Rhea-AI Filing Summary
Augusta Gold Corp. (AUGG) Form 4: Richard Warke, a director, executive chairman, and 10% owner, reported the disposition of 25,475,888 common shares on October 23, 2025 pursuant to a merger in which AngloGold Ashanti (U.S.A.) Holdings Inc. acquired all outstanding shares for C$1.70 per share.
All outstanding options were unconditionally vested and then canceled for cash equal to the per‑share merger consideration minus the exercise price. This included options over 650,000 shares (exercise price converted from C$1.11) and 800,000 shares (exercise price converted from C$2.00). Following these transactions, the reported holdings were 0.
Positive
- None.
Negative
- None.
Insights
Insider Form 4 tied to cash merger; administrative and neutral.
Augusta Gold insiders reported dispositions resulting from a completed cash merger at C$1.70 per share on Oct 23, 2025. The filing records that 25,475,888 shares held through Augusta Investments were exchanged for cash under the merger terms.
Outstanding options covering 650,000 and 800,000 shares were deemed fully vested at closing and canceled for a cash payment equal to consideration minus exercise price, consistent with standard deal mechanics. Post-transaction beneficial ownership is shown as zero.
The entry documents the consummation mechanics rather than signaling new strategic developments. Any trading flow or proceeds reflect the merger’s fixed terms as disclosed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Director Stock Option (Right to Buy) | 650,000 | $0.00 | -- |
| Disposition | Director Stock Option (Right to Buy) | 800,000 | $0.00 | -- |
| Disposition | Common Shares | 25,475,888 | $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"). Held by Augusta Investments Inc. Richard Warke is the sole officer and director of Augusta Investments Inc. and has indirect beneficial ownership of these shares. 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. 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 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. Directly held by Richard Warke. 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 originally 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.
