10/20/2025 | Press release | Distributed by Public on 10/20/2025 16:48
AUGUSTA GOLD STOCKHOLDERS APPROVE ACQUISITION BY ANGLOGOLD ASHANTI
Vancouver, B.C., October 20, 2025 - Augusta Gold Corp. (TSX: G, OTCQB: AUGG) ("Augusta Gold" or the "Company") announces that at the special meeting (the "Special Meeting") of Augusta Gold stockholders held today, Augusta Gold stockholders voted in favour of the resolution (the "Merger Resolution") approving the Merger (as defined below) pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2025 (as amended from time to time, the "Merger Agreement") by and among Augusta Gold, AngloGold Ashanti (U.S.A.) Holdings Inc., a Delaware corporation ("Parent"), Exploration Inc., a Nevada corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and joined by AngloGold Ashanti Holdings plc, a public limited company existing under the laws of the Isle of Man ("HoldCo"), for the limited purposes specified in the Merger Agreement, pursuant to which Parent, Merger Sub and Augusta Gold intend to effect a merger of Merger Sub with and into Augusta Gold (the "Merger"), with Augusta Gold surviving the Merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub are indirect wholly-owned subsidiaries of AngloGold Ashanti plc ("AngloGold Ashanti") and HoldCo is a direct wholly-owned subsidiary of AngloGold Ashanti.
59,884,859 shares of Augusta Gold common stock (the "Common Shares"), representing approximately 69.69% of the issued and outstanding Common Shares as at the record date of September 12, 2025 (the "Record Date"), were voted at the Special Meeting either in person or represented by proxy. The Merger Resolution was approved by (i) approximately 69.44% of the issued and outstanding Common Shares as of the Record Date and; (ii) approximately 99.37% of the Common Shares voted at the Special Meeting, after excluding votes from certain related parties required to be excluded in accordance with section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Details of the voting results from the Special Meeting will be filed on Augusta Gold's profile on both SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
Closing of the Merger remains subject to certain customary closing conditions and, assuming the satisfaction of these customary closing conditions, the Merger is expected to close on or around October 23, 2025. Following completion of the Merger, Augusta Gold expects the Common Shares to be delisted from the Toronto Stock Exchange and to cease to be quoted on the OTCQB.
Augusta Gold stockholders who have questions or require assistance with submitting their Common Shares in exchange for the consideration pursuant to the Merger may direct their questions to Computershare Trust Company of Canada, which is acting as the exchange agent under the Merger. Further information regarding the Merger is available in the definitive proxy statement/management information circular of Augusta Gold dated September 17, 2025, which is available on Augusta Gold's profile on both SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
Application to Cease to be a Reporting Issuer in Canada
The Company also announces that it has applied to the British Columbia Securities Commission, as principal regulator, and the Ontario Securities Commission for a joint order (the "Order Sought") to cease to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer following closing of the proposed Merger. If the Order Sought is made, following closing of the proposed Merger, the Company will cease to be a reporting issuer in any jurisdiction in Canada and will no longer be subject to the disclosure requirements of a reporting issuer under Canadian securities laws.
Upon closing of the Merger, the Company also expects to be making certain filings with the U.S. Securities and Exchange Commission ("SEC") to terminate its reporting obligations in the United States.
About Augusta Gold
Augusta Gold is an exploration and development company focused on its Reward and Bullfrog gold projects located in the prolific Bullfrog mining district approximately 120 miles north-west of Las Vegas, Nevada and just outside of Beatty, Nevada. The Company is led by a management team and board of directors with a proven track record of success in financing and developing mining assets and delivering shareholder value.