Vancouver, B.C., July 16, 2025 – Augusta Gold Corp. (TSX: G; OTCQB: AUGG) (“Augusta Gold” or the “Company”) is pleased to announce that it has entered into a definitive merger agreement (the “Agreement”) with AngloGold Ashanti plc (“AngloGold Ashanti”) and certain of its affiliates, pursuant to which AngloGold Ashanti will acquire all of the Company’s issued and outstanding shares of common stock at a price of C$1.70 per share of common stock (the “Price”) in cash (the “Transaction”). The Price implies an enterprise value of approximately C$197 million, comprised of a fully-diluted equity value for the Company of approximately C$152 million and repayment of certain stockholder loans that amounted to approximately C$45 million at March 31, 2025.
Benefits to Augusta Gold Stockholders
The Price represents a premium of approximately 28% to the closing price of the Company’s common stock on the Toronto Stock Exchange (“TSX”) on July 15, 2025, the last trading day prior to the announcement of the Transaction and approximately 37% to the volume-weighted average share price on the TSX over the 20 trading days prior to such date.
All-cash consideration provides immediate liquidity to Augusta Gold stockholders.
Offer has minimal conditions, will be funded by AngloGold Ashanti’s existing cash on hand, and is not subject to AngloGold Ashanti stockholder approval.
The Transaction removes future dilution, commodity price, development, and execution risk.
AngloGold Ashanti is a highly credible and capable counterparty with an established track record of successful M&A.
Richard Warke, Executive Chairman of Augusta Gold, commented, “The offer from AngloGold Ashanti represents a compelling offer to stockholders, locking in a meaningful premium and immediate liquidity as compared to waiting for the Reward Project to commence construction and then produce by mid-2027. Constructing the Reward Project would require additional dilution to raise the required equity, substantial time for construction, and time to get the mine operating at capacity. Taking the foregoing factors into consideration, I believe that the offer from AngloGold Ashanti represents a clearly superior path forward for stockholders.”
The Transaction is expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions, including the approval of the holders of a majority of the outstanding shares of Augusta Gold common stock, as well as a majority of the votes cast by holders of outstanding shares of Augusta Gold common stock, excluding certain related parties required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the “Related Parties”), at a stockholder meeting expected to be held in the fourth quarter of 2025. Pursuant to the Transaction, Augusta Gold will become an indirect wholly-owned subsidiary of AngloGold Ashanti and Augusta Gold’s shares of common stock will no longer be publicly traded on any market.
The Augusta Board unanimously approved and recommends that Augusta Gold’s stockholders approve and adopt the Agreement and the Transaction. Prior to the Augusta Board approval, the audit committee of the Augusta Board reviewed and recommended that the Augusta Board approve the Agreement and the Transaction. All directors and certain executive officers of Augusta Gold, as well as Augusta Investments Inc., holding, in aggregate, approximately 31.5% of Augusta Gold’s issued and outstanding shares of common stock, have entered into voting support agreements with AngloGold Ashanti, pursuant to which they have agreed, among other things, to vote their Augusta Gold shares of common stock in favor of adopting the Agreement and the Transaction.
National Bank Financial Inc. provided a fairness opinion to the Augusta Board dated July 15, 2025, stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by Augusta Gold stockholders under the Transaction is fair, from a financial point of view, to such Augusta Gold stockholders, other than the Related Parties.
Pursuant to the Transaction, all Augusta Gold warrants that are in-the-money and outstanding at the effective time of the Transaction will be cancelled and settled for their in-the-money value, if any.
This communication is being made in respect of the Transaction involving Augusta Gold and AngloGold Ashanti. In connection with the Transaction, Augusta Gold intends to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”) and Canadian securities regulators, including a proxy statement/information circular on Schedule 14A. Promptly after filing its definitive proxy statement/information circular with the SEC and Canadian securities regulators, Augusta Gold will mail the definitive proxy statement/information circular, related materials and a proxy card to each stockholder of Augusta Gold entitled to vote at the stockholder meeting of Augusta Gold relating to the Transaction. see & read mpore on
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