AUGG merger closes at C$1.70 cash; reporting holders now 0%

Rhea-AI Filing Summary

Augusta Gold Corp. reported a completed change of control. In an amended Schedule 13D, Augusta Investments Inc. and Richard W. Warke disclosed they now beneficially own 0 shares (0%) after the merger with AngloGold Ashanti (U.S.A.) Holdings Inc. closed on October 23, 2025. All outstanding common shares not already owned by the buyer and its affiliates were acquired for cash consideration of C$1.70 per share.

In connection with the transaction, all outstanding options became unconditionally vested and exercisable and were then cancelled for a cash payment equal to the difference between C$1.70 and the option’s exercise price, multiplied by the underlying shares, less withholdings. Options with an exercise price equal to or above C$1.70 were cancelled for the value determined under the Black‑Scholes Option Pricing Model.

Insights

M&A and equity ownership analyst

Merger closed at C$1.70/share; reporting holders now at 0%.

The amended Schedule 13D shows Augusta Investments Inc. and Richard W. Warke reduced their beneficial ownership in Augusta Gold Corp. to 0% following the merger with AngloGold Ashanti (U.S.A.) Holdings Inc. on October 23, 2025. The merger consideration was all cash at C$1.70 per common share.

Equity awards were settled per the agreement: in-the-money options were vested and cancelled for cash equal to the spread to C$1.70; options at or above C$1.70 received value determined by the Black‑Scholes model. This structure standardizes payouts across award holders under the disclosed terms.

The filing confirms holder exit and consideration mechanics. Any further implications depend on post-closing disclosures by the acquirer or the company’s successor entity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 20)

AUGUSTA GOLD CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

051276103

(CUSIP Number)

Augusta Investments Inc.
Suite 555, 999 Canada Place,
Vancouver, A1, V6C 3E1
(604) 687-1717

Copy to: Jason K. Brenkert
Dorsey & Whitney LLP, 1400 Wewatta Street, Suite 400
Denver, CO, 80202-5549
(303) 629-3445

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/23/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 051276103

1

Name of reporting person

Augusta Investments Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BRITISH COLUMBIA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The reporting person disposed of all Issuer shares 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").

SCHEDULE 13D

CUSIP No. 051276103

1

Name of reporting person

Warke Richard W

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The reporting person disposed of all Issuer securities 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").

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: AUGUSTA GOLD CORP.
(c)	Address of Issuer's Principal Executive Offices: Suite 555 - 999 Canada Place, Vancouver, BRITISH COLUMBIA, CANADA , V6C 3E1.
Item 1 Comment: This Statement constitutes Amendment No. 20 ("Amendment No. 20") to the Schedule 13D originally filed with the Securities and Exchange Commission ("SEC") on March 12, 2021 (the "Original Schedule 13D"), as amended through to the date hereof (the "Amended Schedule 13D") with respect to the common stock of Augusta Gold Corp. (the "Issuer"), held by Augusta Investments Inc. ("Augusta Investments") and Richard Warke ("Mr. Warke"). This Schedule 13D supplements, amends and constitutes Amendment No. 22 to the Schedule 13D filed with the Commission by Augusta Investments on October 28, 2020, as amended through to the date hereof. This Amendment No. 20 amends and supplements the Amended Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Amended Schedule 13D remain unchanged. This report constitutes an exit report for the reporting persons as they no longer hold any securities of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	0
(b)	0
(c)	See Item 6, incorporated herein by reference.
(e)	October 23, 2025
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The reporting persons disposed of the Issuer securities 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. Additionally, in connection with the Merger each Issuer option granted under Issuer's 2021 Equity Incentive Plan that had a per share exercise price that is equal to or more than C$1.70 and that was outstanding as of immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive the value of such Issuer Options as determined in accordance with the Black-Scholes Option Pricing Model.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Augusta Investments Inc.

Signature:	/s/ Richard W. Warke
Name/Title:	Richard W. Warke, President of Augusta Investments Inc.
Date:	10/27/2025

Warke Richard W

Signature:	/s/ Richard W. Warke
Name/Title:	Richard W. Warke
Date:	10/27/2025

FAQ

What did AUGG disclose in this Schedule 13D/A?

The reporting persons stated they now own 0 shares (0%) after the merger closed and all outstanding shares were acquired for C$1.70 per share.

Who acquired Augusta Gold Corp. (AUGG) and when did it close?

AngloGold Ashanti (U.S.A.) Holdings Inc. completed the acquisition on October 23, 2025.

What was the cash consideration for Augusta Gold shares?

Each outstanding common share not owned by the buyer and its affiliates was acquired for C$1.70 per share.

How were Augusta Gold stock options treated in the merger?

Options vested and were cancelled for cash equal to the spread to C$1.70; options with exercise prices at or above C$1.70 received value per the Black‑Scholes Option Pricing Model.

Which reporting persons filed this exit 13D for AUGG?

Augusta Investments Inc. and Richard W. Warke filed, each reporting 0 shares and 0% beneficial ownership post‑merger.

What agreement governed the transaction terms?

The Agreement and Plan of Merger dated July 15, 2025, as amended, among the Issuer, the Parent, and Merger Sub.