Augusta Gold Form 4 shows option cancellations tied to merger

Rhea-AI Filing Summary

Augusta Gold (AUGG) reported a Form 4 for a director reflecting option dispositions on 10/23/2025, triggered by the closing of its merger with AngloGold Ashanti (U.S.A.) Holdings Inc. The filing lists two director stock options: 150,000 options with a US‑reported exercise price of $0.80 (converted from C$1.11) expiring 04/16/2029, and 350,000 options with a US‑reported exercise price of $1.55 (converted from C$2.00) expiring 02/22/2026.

In connection with the merger, all outstanding options became unconditionally vested and were cancelled for a cash payment equal to the difference between the per‑share merger consideration of C$1.70 and the option’s exercise price, multiplied by the number of underlying common shares, less withholdings. Following these transactions, the filing shows 0 derivative securities beneficially owned. The form was signed by an attorney‑in‑fact for the reporting person.

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^*

BOEHNER John 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)

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

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

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
Director Stock Option (Right to Buy)	$0.8(1)	10/23/2025		D(2)			150,000	(3)	04/16/2029	Common Shares	150,000	(4)	0	D
Director Stock Option (Right to Buy)	$1.55(5)	10/23/2025		D(2)			350,000	(6)	02/22/2026	Common Shares	350,000	(4)	0	D

Explanation of Responses:

1. 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.

2. 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").

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 John A. Boehner	10/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

A director reported the disposition of stock options on 10/23/2025 due to the merger closing with AngloGold Ashanti (U.S.A.) Holdings Inc.

How many options and at what exercise prices were reported for AUGG?

Two grants: 150,000 options at a US‑reported exercise price of $0.80 and 350,000 options at a US‑reported exercise price of $1.55.

What happened to the options in the Augusta Gold merger?

They vested and were cancelled for cash equal to C$1.70 per share minus the respective exercise price, times the number of underlying shares, less withholdings.

What is the per‑share merger consideration for AUGG?

The per‑share merger consideration was C$1.70 in cash.

What is the derivative securities balance after the transactions?

The filing reports 0 derivative securities beneficially owned following the transactions.

Who signed the AUGG Form 4?

It was signed by Purni Parikh as attorney‑in‑fact for John A. Boehner.