Augusta Gold Corp. Files 8-K on Asset Deals & Control Changes

Augusta Gold Corp. 8-K Filing Summary
FieldDetail
CompanyAugusta Gold Corp.
Form Type8-K
Filed DateOct 23, 2025
Risk Levelmedium
Pages8
Reading Time10 min
Key Dollar Amounts$1.70, $2.30
Sentimentneutral

Sentiment: neutral

Topics: acquisition, disposition, corporate-governance, change-of-control

TL;DR

Augusta Gold Corp. 8-K: Asset deals, control changes, and exec shifts filed 10/23/25.

AI Summary

Augusta Gold Corp. filed an 8-K on October 23, 2025, reporting on several key events including the completion of an acquisition or disposition of assets, material modifications to security holder rights, and changes in control of the registrant. The filing also covers changes in officers and directors, amendments to governing documents, and Regulation FD disclosures. Augusta Gold Corp. was formerly known as Bullfrog Gold Corp. and Kopr Resources Corp.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential asset transactions and changes in control, which could impact the company's structure, operations, and shareholder value.

Risk Assessment

Risk Level: medium — The filing details changes in control and asset dispositions, which can introduce uncertainty and potential risks for investors.

Key Players & Entities

  • Augusta Gold Corp. (company) — Registrant
  • Bullfrog Gold Corp. (company) — Former Company Name
  • Kopr Resources Corp. (company) — Former Company Name

FAQ

What specific assets were acquired or disposed of by Augusta Gold Corp.?

The filing indicates 'Completion of Acquisition or Disposition of Assets' as an item, but does not specify the assets involved in this 8-K.

What triggered the material modifications to the rights of security holders?

The filing lists 'Material Modifications to Rights of Security Holders' as an item, but the specific reasons are not detailed in the provided text.

Were there any changes in the control of Augusta Gold Corp.?

Yes, 'Changes in Control of Registrant' is listed as an item in the 8-K filing.

When did Augusta Gold Corp. change its name from Bullfrog Gold Corp.?

The date of the name change from Bullfrog Gold Corp. to Augusta Gold Corp. was August 2, 2011.

What is Augusta Gold Corp.'s fiscal year end?

Augusta Gold Corp.'s fiscal year ends on December 31.

Filing Stats: 2,488 words · 10 min read · ~8 pages · Grade level 10.2 · Accepted 2025-10-23 14:08:41

Key Financial Figures

  • $1.70 — ly converted into the right to receive C$1.70 in cash (the "Merger Consideration"), w
  • $2.30 — usta Gold 2023 Warrants, which remains C$2.30 per Augusta Gold Share. Unless exercise

Filing Documents

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. 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 Corp. ("Augusta Gold" or the "Company"), 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, at 12:01 a.m. (Pacific Time) on October 23, 2025, Parent, Merger Sub and Augusta Gold consummated 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. As a result, Augusta Gold became an indirect wholly-owned subsidiary of AngloGold Ashanti plc ("AngloGold Ashanti"). At the effective time of the Merger (the "Effective Time"), by virtue of the Merger, each issued and outstanding share of common stock of Augusta Gold (an "Augusta Gold Share") was automatically converted into the right to receive C$1.70 in cash (the "Merger Consideration"), without interest, subject to any applicable withholding taxes required by applicable legal requirements. At the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Merger Sub or Augusta Gold, each outstanding stock option to purchase Augusta Gold Shares (an "Augusta Gold Option") that had a per share exercise price that is less than the Merger Consideration and that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, was canceled and converted into the right to receive an amount in cash, without interest, equal to (x) the total number of Augusta Gold Shares underlying the applicable Augusta Gold Option multiplied by (y) the exce

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. At the Effective Time, all holders of the Augusta Gold Shares (other than Augusta Gold Shares owned by Parent, Merger Sub or any of their respective subsidiaries) ceased to have any rights with respect thereto other than the right to receive the Merger Consideration.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. As a result of the Merger, a change in control of Augusta Gold occurred, and Augusta Gold is now a wholly owned subsidiary of Parent. The disclosure set forth under Item 2.01 of this Current Report on Form 8-K and the information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Board of Directors In connection with the consummation of the Merger, all of the directors of Augusta Gold resigned from their positions as directors of Augusta Gold, as of the Effective Time. None of these resignations were the result of any disagreement with Augusta Gold, its management or the Board of Directors of Augusta Gold. Following the consummation of the Merger, Mr. Marcelo Godoy and Ms. Gillian Doran were appointed as directors of Augusta Gold. Mr. Godoy, 54, has been Chief Technology Officer at AngloGold Ashanti since November 2021. Prior to this, Mr. Godoy served as Senior Vice President, Exploration at Newmont Corporation. Ms. Doran, 49, has been Chief Financial Officer and Executive Director at AngloGold Ashanti since January 2023. Prior to this, Ms. Doran served as Chief Financial Officer for Rio Tinto's Global Aluminium division. To Augusta Gold's knowledge, these appointments were not made pursuant to any arrangement or understanding between either Mr. Godoy or Ms. Doran and any other person (other than agreements in connection with the Merger Agreement), and neither Mr. Godoy nor Ms. Doran has entered into (or proposed to enter into) any transactions required to be reported under Item 404(a) of Regulated S-K (other than the Merger). Mr. Godoy and Ms. Doran have no family relationship with any of the other directors or executive officers or any persons nominated or chosen by Augusta Gold to be a director or ex

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As part of the completion of the Merger, Merger Sub was merged with and into Augusta Gold with Augusta Gold as the surviving corporation. In connection with the Merger, Augusta Gold's Articles of Incorporation and Bylaws were amended and restated to the forms thereof attached as Exhibits D and E to the Merger Agreement, respectively. A copy of the Articles of Merger, the amended and restated Articles of Incorporation and the amended and restated Bylaws are filed with this Current Report on Form 8-K as Exhibits 4.1, 4.2 and 4.3, respectively.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 23, 2025, Augusta Gold issued a press release announcing the closing of the Merger. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. A letter of transmittal will be mailed by Computershare Trust Company of Canada to each person who is a registered stockholder of Augusta Gold at the Effective Time within five business days after the Effective Time. A copy of such form of letter of transmittal is attached to this Current Report on Form 8-K as Exhibit 99.2. In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01 of this Current Report on Form 8-K and in the press releases is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

01 Other Events

Item 8.01 Other Events. Removal of Quotations from the OTCQB. On October 23, 2025, in connection with the completion of the Merger, Augusta Gold notified the Financial Industry Regulatory Authority ("FINRA") and the OTCQB that the Merger had been completed and requested that the Augusta Gold Shares cease to be quoted for trading on the OTCQB. Cessation of Reporting Obligations in the United States. Augusta Gold intends to file a Form 15 with the SEC to terminate the registration of the Augusta Gold Shares under the U.S. Exchange Act and to suspend its reporting obligations under the U.S. Exchange Act. Augusta Gold expects that its obligation to file reports with the SEC will be suspended immediately upon the filing of the Form 15. Augusta Gold reserves the right to delay the filing of the Form 15 or withdraw it for any reason prior to its effectiveness. Delisting from the TSX . On September 15, 2025, Augusta Gold received conditional approval from the TSX for the delisting of the Augusta Gold Shares from the TSX. On October 23, 2025, in connection with the completion of the Merger, Augusta Gold notified the TSX that the Merger had been completed. The Augusta Gold Shares are expected to be delisted from the TSX at 4:00 p.m. Eastern Time on October 24, 2025. Cessation of Reporting Obligations in Canada. Augusta Gold has made an application to the relevant securities regulatory authorities in Canada to cease to be a reporting issuer in each of the provinces and territories of Canada in which it is a reporting issuer, and assuming receipt of an order granted under Canadian securities laws that it has ceased to be a reporting issuer, will no longer be subject to the disclosure requirements of a reporting issuer under Canadian securities laws.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K. Exhibit No. Description 4.1 Articles of Merger filed with the Nevada Secretary of State on October 22, 2025 (with an effective date and time of 12:01 a.m. Pacific Time on October 23, 2025) 4.2 Amended and Restated Articles of Incorporation 4.3 Amended and Restated Bylaws 99.1 Press Release dated October 23, 2025 99.2 Form of Letter of Transmittal 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AUGUSTA GOLD CORP. Date: October 23, 2025 By: /s/ Marcelo Godoy Name: Marcelo Godoy Title: President and Director

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