AUGG insider Form 4 shows merger cash-out of shares and options
Rhea-AI Filing Summary
Augusta Gold (AUGG) reported a Form 4 for its Interim CFO, detailing merger-related transactions on 10/23/2025. The reporting person disposed of 75,834 common shares pursuant to the closing of the merger in which AngloGold Ashanti (U.S.A.) Holdings Inc. acquired all outstanding Augusta Gold shares for C$1.70 per share in cash.
All outstanding employee stock options were deemed vested and then cancelled for a cash payment equal to the per‑share cash consideration of C$1.70 minus the option’s exercise price, multiplied by the underlying shares. Reported option grants included 83,334 shares at $0.82, 200,000 at $0.81, 58,334 at $0.66, and 83,334 at $1.08. Following these transactions, the filing shows 0 shares and 0 derivative securities beneficially owned.
Positive
- None.
Negative
- None.
Insights
Change-in-control cash-out of shares and options; administrative.
The filing records merger mechanics: common shares were converted to cash at C$1.70 per share upon closing on 10/23/2025. Equity awards were accelerated and cancelled for cash equal to the spread between C$1.70 and the exercise price, times the underlying shares.
This is a standard outcome in cash mergers and reflects no open‑market trading. The Form 4 shows post‑transaction beneficial ownership of zero, consistent with a full cash acquisition.
Any financial impact to the individual depends on exercise prices and award sizes disclosed here; broader company effects are already defined by the completed merger terms.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (Right to Buy) | 83,334 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to Buy) | 200,000 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to Buy) | 58,334 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to Buy) | 83,334 | $0.00 | -- |
| Disposition | Common Shares | 75,834 | $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"). 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. As previously reported, exercise price reported above was converted from the Canadian exercise price of C$1.11 using an exchange rate of C$1.3723=US$1.00. As previously reported, the options were granted on August 13, 2024, and vest as follows: One-third on August 13, 2025; one-third on August 13, 2026; and one-third on August 13, 2027.
