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.

Insights

M&A and Equity Compensation Analyst

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.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Minnick Tyler J

(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)
	Interim CFO

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		75,834	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)	$0.82	10/23/2025		D(1)			83,334	04/01/2024	11/30/2027	Common Shares	83,334	(2)	0	D
Employee Stock Option (Right to Buy)	$0.81(3)	10/23/2025		D(1)			200,000	(4)	08/13/2029	Common Shares	200,000	(2)	0	D
Employee Stock Option (Right to Buy)	$0.66	10/23/2025		D(1)			58,334	04/01/2024	01/06/2030	Common Shares	58,334	(2)	0	D
Employee Stock Option (Right to Buy)	$1.08	10/23/2025		D(1)			83,334	04/01/2024	08/03/2030	Common Shares	83,334	(2)	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. 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.

3. 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.

4. 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.

	/s/ Purni Parikh as attorney-in-fact for Tyler J. Minnick	10/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

It reported the Interim CFO’s disposition of 75,834 common shares and the cash cancellation of stock options in connection with the merger closing on 10/23/2025.

What was the merger consideration for Augusta Gold shareholders?

Shareholders received cash of C$1.70 per share upon completion of the merger.

How were Augusta Gold (AUGG) stock options treated at closing?

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

How many Augusta Gold shares did the reporting person dispose of?

The filing shows a disposition of 75,834 common shares.

Which option grants are listed in the filing?

Grants include 83,334 shares at $0.82, 200,000 at $0.81, 58,334 at $0.66, and 83,334 at $1.08, each cancelled for cash per the merger terms.

What is the reported ownership after these transactions?

The filing indicates 0 shares and 0 derivative securities beneficially owned following the transactions.