#Canada #Vancouver #Merger Agreement #Augusta Gold #AngloGold Ashanti

Augusta Gold Announces Acquisition by AngloGold Ashanti

In a significant move within the mining sector, Augusta Gold Corp. (TSX: G) (OTCQB: AUGG) has confirmed its acquisition by AngloGold Ashanti plc. The definite merger agreement specifies that each shareholder of Augusta Gold will receive C$1.70 per share in cash, translating to a total enterprise value of approximately C$197 million. This encompasses a fully diluted equity value estimated around C$152 million, alongside the settlement of specific loans up to C$45 million as of March 31, 2025.

Merger Agreement Details

The proposed share price implies a remarkable premium of about 28% compared to Augusta Gold's closing share price on July 15, 2025, and about 37% higher than the average weighted share price over the preceding 20 trading days. The offer is all-cash, assuring immediate liquidity for current shareholders of Augusta Gold. Additionally, the agreement comes with minimal conditions and will be financed by cash already held by AngloGold Ashanti, eliminating the need for stockholder approval from their side.

The merger is expected to dissolve potential risks associated with commodity prices and execution delays associated with Augusta's Reward Project, which is not anticipated to commence production until mid-2027. Richard Warke, the Executive Chairman of Augusta Gold, expressed his belief in the merger's benefits, emphasizing that the immediate return of capital is more beneficial compared to the uncertain path of the Reward Project's construction.

Shareholder Approval and Next Steps

Before the deal can be finalized, it is expected to close in the fourth quarter of 2025, provided that customary closing conditions are satisfied. These include gaining approval from the majority of Augusta Gold’s shareholders, excluding certain related parties as outlined in Multilateral Instrument 61-101. The Augusta Board positively recommended the transaction, and major shareholders, collectively owning approximately 31.5% of Augusta Gold's shares, have already committed to voting in favor of approving the agreement.

To assure shareholders of the merger's fairness, National Bank Financial Inc. issued a fairness opinion, affirming that the terms of the acquisition are fair financially to Augusta Gold's stockholders—except for those related parties. Additionally, any outstanding in-the-money Augusta Gold warrants upon the agreement's effective time will be cancelled and settled for their intrinsic value.

The management aims to provide sufficient information related to the transaction, including the upcoming proxy statement/information circular, which will fulfil disclosure requirements with both U.S. and Canadian authorities. The proximate voting meeting concerning this merger is anticipated to occur in the upcoming quarter.

Conclusion

In the aftermath of this acquisition, Augusta Gold is set to become a wholly-owned subsidiary of AngloGold Ashanti, marking a gradual shift for the company as its shares will no longer be available on public exchanges. Investors and stockholders are encouraged to stay updated through Augusta Gold's official communications, including detailed instructions about the proxy relationship regarding future transactions.

This merger could redefine not only Augusta Gold's trajectory but also echo throughout the mining industry as effective strategies are pursued on corporate advancements. Stakeholders eagerly await the subsequent developments stemming from this substantial acquisition while contemplating the implications on their investments.

In conclusion, the acquisition by AngloGold Ashanti stands to provide immediate liquidity and ease potential risks for shareholders as they embark on this new chapter in partnership with a formidable counterparty in the mining sector.