UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

AUGUSTA GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

Not applicable

(Name of Person(a) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED AUGUST 25, 2025

Suite 555-999 Canada Place
Vancouver, British Columbia, Canada

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

You are cordially invited to attend a special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of the holders of shares of common stock (the “Stockholders”) of Augusta Gold Corp. (the “Company” or “Augusta Gold”), to be held on [●], 2025, at [●] [a.m./p.m.] at the Augusta Gold corporate headquarters located at Suite 555-999 Canada Place, Vancouver, British Columbia, Canada. Details regarding the business to be conducted at the Special Meeting are described in the accompanying management information circular and proxy statement and the accompanying notice of Special Meeting (the “Notice of Special Meeting”).

The Merger

At the Special Meeting you will be asked to consider and vote upon a proposal to approve and adopt the transactions set forth in 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 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, 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. A copy of the Merger Agreement is attached as Annex “A” and is incorporated by reference into the accompanying management information circular and proxy statement.

The Merger Agreement sets forth the terms and conditions pursuant to which Parent, Merger Sub and Augusta Gold intend to effect a merger of Merger Sub with and into Augusta Gold (the “Merger”) in accordance with the Merger Agreement and the Nevada Revised Statutes (as amended from time to time, the “NRS”). Upon consummation of the Merger, Merger Sub will cease to exist as a separate entity, and Augusta Gold will become a wholly-owned subsidiary of Parent (the “Surviving Corporation”).

The Merger Consideration

If the Merger Agreement is adopted and the Merger is consummated, at the effective time of the Merger (the “Effective Time”), each outstanding share of common stock of Augusta Gold (the “Augusta Gold Shares”) (other than shares owned by Parent, Merger Sub or any of their respective subsidiaries (which shares will be canceled) and shares with respect to which appraisal rights are properly exercised and not withdrawn under the NRS), will automatically be converted into the right to receive C$1.70 in cash, without interest (the “Merger Consideration”), subject to any applicable withholding taxes required by applicable legal requirements. If the Merger Agreement is adopted and the Merger is consummated, Augusta Gold will become a wholly-owned subsidiary of Parent and you will not own shares in the Surviving Corporation.

At the Effective Time, by virtue of the Merger and without any further action on the part of the Stockholders, Parent, Merger Sub or Augusta Gold, each stock option to purchase Augusta Gold Shares (an “Augusta Gold Option”) that has a per share exercise price that is less than the Merger Consideration and that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be 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 such Augusta Gold Option multiplied by (y) the excess of (A) the Merger Consideration over (B) the per share exercise price for such Augusta Gold Option.

At the Effective Time, by virtue of the Merger and without any further action on the part of the Stockholders, Parent, Merger Sub or Augusta Gold, each Augusta Gold Option granted under the 2021 Equity Incentive Plan that has a per share exercise price that is equal to or more than the Merger Consideration that is then outstanding as of immediately prior to the Effective Time will be canceled and the holder thereof shall receive the value of such Augusta Gold Option as determined in accordance with the Black-Scholes Option Pricing Model. Any other Augusta Gold Option outstanding as of immediately prior to the Effective Time and with a per share exercise price equal to or more than the Merger Consideration will be canceled for no consideration as of the Effective Time.

Pursuant to and in accordance with a warrant cancellation agreement by and between Augusta Gold and Mr. Donald Taylor (Augusta Gold’s President, Chief Executive Officer and director), dated July 15, 2025, each outstanding warrant to purchase Augusta Gold Shares held by Mr. Taylor (the “2024 Augusta Gold Warrants”) or a portion thereof outstanding immediately prior to the Effective Time that has a per share exercise price that is less than the Merger Consideration will be canceled and extinguished at the Effective Time and converted into the right to receive cash in an amount equal to the product obtained by multiplying (i) the total number of Augusta Gold Shares subject to each such 2024 Augusta Gold Warrant immediately prior to the Effective Time and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price payable per Augusta Gold Share under such 2024 Augusta Gold Warrant.

Unanimous Board Approval

The Merger Agreement and the Merger have been unanimously approved by the board of directors of Augusta Gold (the “Augusta Gold Board”) (acting upon the unanimous recommendation of the audit committee of the Augusta Gold Board (the “Audit Committee”), consisting solely of independent and disinterested directors, authorized to, among other things, review any controlling stockholder issues arising under NRS Section 78.240). The Augusta Gold Board evaluated the Merger in consultation with the Company’s management and legal and financial advisors. After considering various factors, the Augusta Gold Board unanimously (i) determined that entry into the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the interests of, Augusta Gold and the Stockholders (other than certain related parties), (ii) adopted the Merger Agreement, and authorized and approved the execution, delivery and performance by Augusta Gold of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, and (iii) recommended that the Stockholders vote in favor of the Merger Proposal.

Stockholder Vote

The consummation of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including obtaining at the Special Meeting (i) the affirmative vote of the holders of at least a majority of the voting power of the outstanding Augusta Gold Shares; and (ii) the affirmative vote of the holders of at least a majority of the voting power of the outstanding Augusta Gold Shares voting at the Special Meeting, excluding 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.

The Merger Agreement and the transactions contemplated thereby, including the Merger are described further in the accompanying management information circular and proxy statement.

In addition to your vote on the proposal to approve and adopt the transactions set forth in the Merger Agreement, pursuant to rules of the United States Securities and Exchange Commission (the “SEC”), Stockholders will also be asked to vote at the Special Meeting on (i) a non-binding, advisory proposal to approve certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger, which requires the affirmative vote of a majority of the Augusta Gold Shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon; and (ii) one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement, which requires the affirmative vote of a majority of the outstanding Augusta Gold Shares.

The Augusta Gold Board recommends that you vote FOR each of the proposals at the Special Meeting in relation to the Merger Agreement and the transactions contemplated thereby, including the Merger. The Augusta Gold Board recommends that you vote FOR the advisory, non-binding, proposal regarding certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger, and FOR the proposal to adjourn the Special Meeting, if necessary or appropriate.

Your vote is very important. Whether or not you plan to attend the Special Meeting, you are urged to vote your shares of common stock as promptly as possible to ensure your representation at the Special Meeting. Please review the instructions in the accompanying Notice of Special Meeting and management information circular and proxy statement regarding voting.

In considering the recommendation of the Augusta Gold Board, the Stockholders should be aware that the directors and executive officers of the Company have certain interests in the Merger that may be different from, or in addition to, the interests of the Stockholders generally. Those interests are more fully described in the accompanying management information circular and proxy statement. The Audit Committee and the Augusta Gold Board were aware of these interests and considered them, among other matters, in making their recommendations.

Concurrently with the execution of the Merger Agreement, all of the directors and executive officers of Augusta Gold who own Augusta Gold Shares, as well as Augusta Investments Inc. (collectively, the “Supporting Shareholders”), have entered into a voting and support agreement (a “Voting Agreement”) with Parent and Merger Sub, pursuant to which the Supporting Shareholders have agreed, among other things and subject to the terms and conditions set forth therein, to vote (or cause to be voted) all of their respective Augusta Gold Shares (i) in favor of the adoption and approval of the Merger Agreement and approval of the Merger, (ii) against any acquisition proposal from a third party, and (iii) against any other action that is intended or could reasonably be expected to materially impede, interfere or delay the consummation of the Merger. The Supporting Shareholders collectively hold 31.5% of the issued and outstanding Augusta Gold Shares. A copy of the form of Voting Agreement is attached as Annex “B” to the accompanying management information circular and proxy statement.

The accompanying management information circular and proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the Merger Agreement is attached as Annex “A” and is incorporated by reference into the accompanying management information circular and proxy statement. We encourage you to carefully read the entire management information circular and proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference into the accompanying management information circular and proxy statement in their entirety. You may also obtain additional information about the Company from other documents we have filed with the SEC and any applicable securities commission or securities regulatory authority in each of the provinces and territories of Canada (the “Canadian Securities Regulators”). In particular, you should read the “Risk Factors” section beginning on page 77 in the accompanying management information circular and proxy statement in their entirety, for risks relating to our business and for a discussion of the risks you should consider in evaluating the proposed transactions and how they may affect you.

Registered Stockholders of Augusta Gold are requested to complete and return the enclosed proxy card to ensure that your shares will be represented at the Special Meeting, whether or not you are personally able to attend. Please complete the enclosed proxy card and submit it to our transfer agent, Endeavor Trust Corporation, as soon as possible but not later than [●] [a.m./p.m.] (Pacific Time) on [●], 2025, or [●] hours (excluding weekends and holidays) prior to the time of any adjournment or postponement of the Special Meeting.

Stockholders who hold shares through a bank, broker or other intermediary or nominee should carefully follow the instructions found on their voting instruction form.

If you have any questions or need assistance voting your Augusta Gold Shares, you may contact Augusta Gold’s proxy solicitation agent, Laurel Hill Advisory Group at 1-877-452-7184 or by email at assistance@laurelhill.com.

Thank you in advance for your cooperation and continued support.

Sincerely,

Chief Executive Officer, President and Director

The accompanying management information circular and proxy statement is dated [●], 2025, and it and the enclosed proxy card are first being mailed to Stockholders on or about [●], 2025.

NONE OF THE SEC, ANY STATE SECURITIES COMMISSION OR ANY CANADIAN SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT OR THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROXY STATEMENT IS DATED [●], 2025 AND IS FIRST BEING MAILED
TO STOCKHOLDERS OF AUGUSTA GOLD CORP. ON OR ABOUT [●], 2025.

Suite 555-999 Canada Place
Vancouver, British Columbia, Canada

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting (the “Special Meeting”) of the holders of shares of common stock (the “Augusta Gold Shares”), par value US$0.0001, (the “Stockholders”) of AUGUSTA GOLD CORP. (the “Company” or “Augusta Gold”) will be held at Suite 555-999 Canada Place, Vancouver, British Columbia, Canada, on the [●] day of [●], 2025 at the hour of [●] [a.m./p.m.] (Pacific Time) for the following purposes:

The board of directors of the Company unanimously recommends that you vote FOR all of the proposals described above.

The accompanying management information circular and proxy statement provides you with information about the Merger Agreement, the Merger and the Special Meeting of the Company. The Company encourages you to read the management information circular and proxy statement carefully and in its entirety, including the Merger Agreement, which is attached as Annex “A” and is incorporated by reference into the management information circular and proxy statement.

Record Date: [●], 2025. Only Stockholders as of close of business on the record date are entitled to receive notice of and to vote at the Special Meeting and any adjournment or postponement of the Special Meeting.

The accompanying management information circular and proxy statement is dated [●], 2025, and it and the enclosed proxy card are first being mailed to the Company’s Stockholders on or about [●], 2025.

Registered Stockholders who are unable to attend the Special Meeting in person are requested to complete the proxy card by voting online at www.eproxy.ca or complete, sign and date it and mail it to or deposit it with Endeavour Trust Corporation, 702 – 777 Hornby Street, Vancouver, BC V6Z 1S4, or by other methods provided in the proxy card. In order to be valid and acted upon at the Special Meeting, an executed proxy card must be received by [●] prior to [●] [a.m./p.m.] Pacific Time ([●] [a.m./p.m.] Eastern time) on [●], 2025. The deadline for the deposit of proxy cards may be waived or extended by the Chair of the Special Meeting at his or her sole discretion without notice.

Non-registered Stockholders who hold their shares of common stock of Augusta Gold through a bank, broker or other intermediary or nominee should instruct their bank, broker or other intermediary or nominee how to vote their shares in accordance with the voting instruction form that such Stockholders will receive from their bank, broker or other intermediary or nominee.

Your vote is important. The Merger cannot be completed unless the Merger Proposal is approved. Approval of the Merger Proposal requires the approval of: (i) the affirmative vote of the holders of at least a majority of the voting power of the outstanding Augusta Gold Shares; and (ii) the affirmative vote of the holders of at least a majority of the voting power of the outstanding Augusta Gold Shares voting at the Special Meeting, excluding 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.

Whether or not you plan to attend the Special Meeting, please vote as soon as possible to ensure that your Augusta Gold Shares are represented and voted at the Special Meeting.

DATED at Vancouver, British Columbia, Canada this [●] day of [●], 2025.

BY ORDER OF THE AUGUSTA GOLD BOARD OF DIRECTORS

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

INFORMATION PROVIDED AS AT [●], 2025 (UNLESS OTHERWISE STATED)
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●], 2025

PERSONS MAKING THE SOLICITATION

This Management Information Circular and Proxy Statement (the “Proxy Statement”) is being furnished in connection with the solicitation of proxies being made by or on behalf of the board of directors (the “Augusta Gold Board”) of Augusta Gold Corp. (“Augusta Gold” or the “Company”) for use at the special meeting (the “Special Meeting”) of holders (the “Stockholders”) of the Company’s shares of common stock to be held at Suite 555, 999 Canada Place, Vancouver, British Columbia, V6C 3E1, on [●], 2025, at [●] [a.m./p.m.] (Vancouver time) for the following purposes, as set forth in the accompanying notice of meeting (the “Notice of Meeting”):

While it is expected that the solicitation of proxies will be made primarily by mail, proxies may also be solicited personally, by telephone or other means of communication by the directors, officers, employees and agents of the Company. All costs of this solicitation will be borne by the Company.

If you have any questions or need assistance voting your shares, please contact our proxy solicitation agent:

Laurel Hill Advisory Group

North American Toll-Free: 1-877-452-7184

Calls Outside North America: 416-304-0211

Email: assistance@laurelhill.com

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY COMPLETING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE PAID ENVELOPE PROVIDED OR (2) OVER THE INTERNET. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your Augusta Gold Shares in “street name,” you should instruct your bank, broker or other intermediary or nominee (the “Nominee”) how to vote your Augusta Gold Shares in accordance with the voting instruction form that you will receive from your Nominee. Your Nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you are a registered Stockholder, voting online during the Special Meeting will revoke any proxy that you previously submitted.

If you hold your Augusta Gold Shares through a Nominee, please carefully follow the instructions provided by your Nominee.

If you fail to (1) return your signed proxy card; (2) grant your proxy electronically over the Internet; or (3) attend the Special Meeting and vote during the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting.

We encourage you to read the accompanying Proxy Statement and its annexes, including all documents incorporated by reference into the accompanying Proxy Statement, carefully and in their entirety.

TABLE OF CONTENTS

GLOSSARY OF TERMS

“Acceptable Confidentiality Agreement” means any customary confidentiality agreement that (i) contains provisions that are no less favorable in the aggregate to the Augusta Gold (and its Subsidiaries) than those contained in the Confidentiality Agreement and (ii) does not prohibit Augusta Gold or any of its Subsidiaries from providing any information to Parent in accordance with the Merger Agreement or otherwise prohibit Augusta Gold from complying with its obligations under the Merger Agreement.

“Acquired Companies” shall mean Augusta Gold and each of its Subsidiaries, collectively.

“Acquisition Proposal” means any proposal or offer from any Person (other than Parent and its Affiliates) or “group,” within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any direct or indirect (a) acquisition, purchase, lease or license of assets of the Acquired Companies equal to twenty percent (20%) or more of the Acquired Companies’ consolidated assets or to which twenty percent (20%) or more of the Acquired Companies’ consolidated revenues or earnings are attributable, (b) issuance by Augusta Gold or acquisition of twenty percent (20%) or more of the outstanding Augusta Gold Shares or voting interests of Augusta Gold, (c) tender offer or exchange offer that if consummated would result in any Person or group beneficially owning twenty percent (20%) or more of the outstanding Augusta Gold Shares or voting interests of Augusta Gold, (d) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Augusta Gold that, if consummated, would result in (x) any Person or group beneficially owning twenty percent (20%) or more of the outstanding Augusta Gold Shares or voting power of the resulting direct or indirect parent of Augusta Gold or the surviving entity in such transaction or (y) the Stockholders immediately preceding such transaction holding less than eighty percent (80%) of the Shares or voting interests in the direct or indirect parent of the Company or the surviving entity in such transaction, in each case of the foregoing clauses (a) through (d), other than the Transactions.

“Adjournment Proposal” means, subject to the provisions of the Merger Agreement, a proposal to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal.

“Advisory Compensation Proposal” means a proposal to approve, solely on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

“allowable capital loss” has the meaning set out under the heading “The Merger—Material Canadian Federal Income Tax Considerations of the Merger”.

“AngloGold Ashanti” means AngloGold Ashanti plc.

“AngloGold Ashanti Group” means collectively, AngloGold Ashanti and all of its subsidiaries.

“Audit Committee” means the audit committee of the Augusta Gold Board.

“Augusta” or “Augusta Gold” means Augusta Gold Corp.

“Augusta Gold 2023 Warrants” means the common stock purchase warrants issued by Augusta Gold in 2023.

“Augusta Gold 2024 Warrants” means the common stock purchase warrants issued by Augusta Gold in 2024.

“Augusta Gold Board” means the board of directors of Augusta Gold as constituted from time to time.

“Augusta Gold Board Recommendation” means the recommendation of the Augusta Gold Board that the Stockholders approve the Merger Proposal.

“Augusta Gold Equity Plans” shall mean, collectively, the Bullfrog Gold Corp. 2017 Equity Incentive Plan, effective September 1, 2017 (the “2017 Equity Incentive Plan”), and the Augusta Gold Corp. Stock Option Plan, effective as of February 22, 2021 (the “2021 Equity Incentive Plan”).

“Augusta Gold Options” means options to purchase Augusta Gold Shares granted under the Augusta Gold Equity Plans.

“Augusta Gold shareholder” has the meaning set out under the heading “The Merger—Material Canadian Federal Income Tax Considerations of the Merger”.

“Augusta Gold Shares” means the shares of common stock, US$0.0001 par value per share, of Augusta Gold.

“Broadridge” means Broadridge Investor Communications Corporation.

“Book-Entry Shares” shall mean non-certificated Shares represented by book-entry.

“Bullfrog Gold Project” means Augusta Gold’s gold exploration project located in Nye County, Nevada.

“Canadian Securities Laws” means, collectively, the Securities Act (British Columbia) and any other applicable Canadian provincial and territorial securities Legal Requirements.

“Canadian Securities Regulators” means the British Columbia Securities Commission and any other applicable securities commission or securities regulatory authority in each of the provinces and territories of Canada.

“CDS” shall mean CDS Clearing and Depository Services Inc.

“Cease Reporting Issuer Order” means an order granted under Canadian Securities Laws in respect of an application under section 21 of NP 11-206 that the Company shall cease to be a reporting issuer immediately following the delisting of the Augusta Gold Shares from the TSX in all the jurisdictions in Canada in which it is a reporting issuer, which application shall include a statement that the Augusta Gold 2023 Warrants will continue to be outstanding following the Effective Time until their expiry and that Augusta Gold, therefore, will not satisfy the criteria in sections 19 or 20 of NP 11-206.

“Change in Circumstance” shall mean any positive effect that materially affects the business, assets or operations of the Acquired Companies, taken as a whole, that was neither known to the Augusta Gold Board (or if known, the material consequences of which were not known by the Augusta Gold Board prior to the date of the Merger Agreement), nor reasonably foreseeable, as of or prior to the date of the Merger Agreement, which positive effect becomes known to the Augusta Gold Board prior to the Required Vote; provided, that none of the following shall constitute a “Change in Circumstance”: (a) any Acquisition Proposal, any inquiries, proposals or offers which constitute, or would reasonably be expected to lead to, an Acquisition Proposal, or any business combination or acquisition opportunity, (b) any effect resulting from a breach of the Merger Agreement by Augusta Gold, (c) the fact, in and of itself, that the Company exceeds any internal or published projections, estimates or expectations of the Company’s revenue, earnings or other financial or operating metrics for any period ending on or after the date of the Merger Agreement (provided that the exception in this clause (c) shall not prevent or otherwise affect consideration of any such development or change that causes the Company meeting or exceeding such metrics from being taken into account in determining whether a Change in Circumstance has occurred), (d) any changes after the date of the Merger Agreement in the market price or trading volume of the Augusta Gold Shares (provided that the exception in this clause (d) shall not prevent or otherwise affect consideration of any such development or change that causes such change in market price or trading value from being taken into account in determining whether a Change in Circumstance has occurred), or (e) any changes in gold prices or changes in conditions in the gold mining industry (including changes in gold prices and political or regulatory changes affecting the industry or any changes in Legal Requirements).

“Closing” means the consummation of the Merger.

“Closing Date” means the date on which the Closing actually occurs.

“Company” means Augusta Gold Corp.

“Company Acquisition Agreement” means any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal.

 “Company Adverse Recommendation Change”  means during the Pre-Closing Period, the Augusta Gold Board or a committee of the Augusta Gold Board taking any of the following actions: (i) (A) withdrawing, withholding, amending or qualifying or modifying, in each case, in a manner adverse to Parent or Merger Sub, or publicly proposing to withdraw, withhold, amend or qualify or modify, in each case, in a manner adverse to Parent or Merger Sub, the Augusta Gold Board Recommendation, (B) failing to include the Augusta Gold Board Recommendation in this Proxy Statement, (C) failing to publicly reaffirm the Augusta Gold Board Recommendation within ten (10) business day after Parent so requests in writing (it being understood that Parent shall only be entitled to make up to two (2) such reaffirmation requests), (D) approving, recommending or declaring advisable, or publicly proposing to approve, recommend or declare advisable, any Acquisition Proposal, (E) if any tender offer or exchange offer is commenced for equity securities of Augusta Gold, failing to recommend against such tender offer or exchange offer by the earlier of (1) the tenth (10th) business day after the commencement of such tender offer or exchange offer and (2) the third (3rd) business day prior to the Special Meeting other than a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or (F) conditioning or qualifying the Augusta Gold Board’s approval of the Transactions and/or the Merger, on any vote, other than the Company Required Vote, of the holders of any class or series of capital stock or other securities of the Company or any other Acquired Company. 

“Company Required Vote” means (i) the affirmative vote of the holders of at least a majority of the voting power of the outstanding Augusta Gold Shares; and (ii) the affirmative vote of the holders of at least a majority of the voting power of the outstanding Augusta Gold Shares voting at the Special Meeting, excluding the Related Parties required to be excluded in accordance with section 8.1(2) of MI 61-101.

“Confidentiality Agreement” has the meaning set out under the heading “The Merger—Background of the Merger”.

“CRA” has the meaning set out under the heading “The Merger—Material Canadian Federal Income Tax Considerations of the Merger”.

“De Minimis Exclusion” has the meaning set out under the heading “The Merger—Business Combination under MI 61-101”.

“Determination Notice” has the meaning set out under the heading “Summary—No Solicitation”.

“Dissenting Shares” has the meaning set out under the heading “The Merger Agreement—Appraisal and Dissenters’ Rights”.

“Dissenting Stockholder” means a Stockholder who has validly exercised its appraisal rights pursuant to Sections 92A.300 through 92A.500 of the NRS with respect to its Augusta Gold Shares.

“Dorsey” means Dorsey & Whitney LLP.

“DRS Advice” means Direct Registration System advice(s) representing Augusta Gold Shares.

“DTC” means The Depository Trust Company.

“Effective Time” means the effective time of the Merger.

“Entity” shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“executive officer” has the meaning ascribed thereto in Rule 3b-7 of the Exchange Act.

“Governmental Body” means any: (a) nation, state, commonwealth, province, territory, reservation, county, municipality, district or other jurisdiction of any nature; (b) federal, state, provincial, territorial, local, tribal, municipal, foreign or other government; (c) supra-national, governmental or quasi-governmental authority of any nature including any governmental division, department, agency, autonomous constitutional body, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body, including any political subdivision thereof, and Entity or enterprise owned or controlled thereby, or any self-regulatory organization or public arbitral body or any public international organization, and any court, arbitrator or other tribunal, or (d) arbitral body (public or private).

“HoldCo” means AngloGold Ashanti Holdings plc, an Isle of Man public limited company.

“IRS” has the meaning set out under the heading “The Merger—Certain Material U.S. Federal Income Tax Considerations of the Merger”.

“Laurel Hill” means Laurel Hill Advisory Group, Augusta Gold’s proxy solicitation agent.

“Legal Requirement” shall mean any federal, state, provincial, territorial, local, municipal, foreign or other law, act, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, writ, award, rule, regulation, ruling, order, judgment, injunction or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of the TSX or other exchange).

“Matching Period” has the meaning set out under the heading “Summary—No Solicitation”.

“Material Adverse Effect” has the meaning set out under the heading “The Merger Agreement—Representations and Warranties”.

“Meeting Materials” has the meaning set out under the heading “The Special Meeting—Non-Registered Holders”.

“Merger” means the merger of Merger Sub with and into Augusta Gold in accordance with the terms and conditions of the Merger Agreement and the NRS.

“Merger Agreement” means that certain Agreement and Plan of Merger dated July 15, 2025 by and among Augusta Gold, Parent, Merger Sub and HoldCo.

“Merger Consideration” means the consideration of C$1.70 in cash per Augusta Gold Share, without interest, to be paid to each Stockholder for its Augusta Gold Shares in accordance with the Merger Agreement.

“Merger Proposal” means the proposal to approve and adopt the Transactions set forth 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.

“Merger Sub” means Exploration Inc., a Nevada corporation.

“MI 61-101” means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

“MLI” has the meaning set out under the heading “The Merger—Material Canadian Federal Income Tax Considerations of the Merger”.

“NBF” has the meaning set out under the heading “Summary—Opinion of the Financial Advisor to Augusta Gold”.

“NEO” or “named executive officer” have the meanings ascribed thereto in Item 402 of Regulation S-K under the Exchange Act.

“NI 43-101” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

“NI 54-101” has the meaning set out under the heading “The Special Meeting—Non-Registered Holders”.

“NP 11-206” means National Policy 11-206 - Process for Cease to be a Reporting Issuer Applications.

“NOBOs” has the meaning set out under the heading “The Special Meeting—Non-Registered Holders”.

“Nominee” has the meaning set out under the heading “Summary—The Special Meeting—Required Vote; Effect of Abstentions and Broker Non-Votes”.

“Non-Registered Holder” has the meaning set out under the heading “The Special Meeting—Non-Registered Holders”.

“Non-Resident Dissenter” has the meaning set out under the heading “The Merger—Material Canadian Federal Income Tax Considerations of the Merger”.

“Non-Resident Stockholder” has the meaning set out under the heading “The Merger—Material Canadian Federal Income Tax Considerations of the Merger”.

“Notice of Special Meeting” means the Notice of Special Meeting accompanying this Proxy Statement.

“NRS” means the Nevada Revised Statutes, as amended from time to time.

“OBO” has the meaning set out under the heading “The Special Meeting—Non-Registered Holders”.

“Option Consideration” means 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 excess, if any, of (A) the Merger Consideration over (B) the per share exercise price for such Augusta Gold Option.

“OTCQB” means the OTCQB Venture Market.

“Outside Date” has the meaning set out under the heading “Summary—Closing and Effective Time of the Merger”.

“Parent” means AngloGold Ashanti (U.S.A.) Holdings Inc., a Delaware corporation.

“Party” means each of the parties to the Merger Agreement.

“Paying Agent” means the designated bank or trust company reasonably acceptable to Augusta Gold to act as agent for the Stockholders to receive the funds, including the Merger Consideration, to which Stockholders shall become entitled pursuant to the Merger and the Merger Agreement.

“Pay-Off Letters” means executed pay-off letters (in form and substance reasonably satisfactory to Parent) from the lender in respect of the Secured Loan Documents and from the lender in respect of the Unsecured Loan Documents. 

“Person” includes any individual, sole proprietorship, corporation, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, incorporated or unincorporated association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Body), syndicate or other entity, whether or not having legal status.

“Pre-Closing Period” means the period from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement. 

“Proxy Statement” means this management information circular and proxy statement.

“Record Date” has the meaning set out under the heading “Summary—The Special Meeting—Record Date and Voting Information”.

“Related Parties” means those persons required to be excluded in accordance with section 8.1(2) of MI 61-101, being Mr. Richard W. Warke, Executive Chairman of Augusta Gold, Augusta Investments Inc. and Mr. Donald Taylor, Chief Executive Officer of Augusta Gold.

“Resident Dissenter” has the meaning set out under the heading “The Merger—Material Canadian Federal Income Tax Considerations of the Merger”.

“Resident Stockholders” has the meaning set out under the heading “The Merger—Material Canadian Federal Income Tax Considerations of the Merger”.

“Reward Gold Project” means Augusta Gold’s gold development project located in Nye County, Nevada.

“SEC” means the Unites States Securities and Exchange Commission.

“Secured Loan Documents” means collectively, (i) the Secured Note Purchase Agreement, (ii) the Secured Note, (iii) that certain Security Agreement, by and among the Company, the other Grantors party thereto, and Augusta Investments Inc., as amended and restated by that certain Amended and Restated Guaranty and Security Agreement dated as of March 27, 2024, (iv) the deeds of trust related to the Secured Note Purchase Agreement and (v) any and all other loan documents related to the Secured Note.

“Secured Note” means that certain Secured Promissory Note, dated as of September 13, 2022, by Augusta Gold in favor of Augusta Investments Inc., as amended and restated by that certain Amended and Restated Promissory Note dated as of March 27, 2024, and as further amended by that certain Amendment Number One to the Amended and Restated Note dated as of June 28, 2024, that certain Amendment Number Two to the Amended and Restated Note dated as of September 30, 2024, that certain Amendment Number Three to the Amended and Restated Note dated as of December 27, 2024, that certain Amendment Number Four to the Amended and Restated Note dated as of April 30, 2025, as may be further amended during the Pre-Closing Period in accordance with the terms and conditions of the Merger Agreement.

“Secured Note Purchase Agreement” means that certain Secured Promissory Note Purchase Agreement dated as of September 13, 2022, by and between Augusta Gold and Augusta Investments Inc., as amended by Amendment Number One dated as of March 27, 2024.

“SEDAR+” means the System for Electronic Document Analysis Retrieval+ of the Canadian Securities Regulators.

“Stockholders” means the holders of Augusta Gold Shares.

“S-K 1300” means U.S. reporting requirements are governed by subpart 1300 of Regulation S-K under the Exchange Act.

“Special Meeting” means the special meeting of Stockholders to which this Proxy Statement relates, including any adjournments or postponements thereof.

“Subject Shares” has the meaning set out under the heading “Agreements Involving Augusta Gold Shares—Voting Agreement”.

“Subsidiaries” means the subsidiaries, direct and indirect, of Augusta Gold.

“Superior Proposal” means a bona fide written Acquisition Proposal that the Augusta Gold Board (or committee thereof) determines, in its good faith judgment after consultation with its outside legal counsel and its financial advisor, (a) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including certainty of Closing) of the proposal and the identity and financial wherewithal of the Person making the proposal and other aspects of the Acquisition Proposal that the Augusta Gold Board (or a committee thereof) deems relevant, and (b) if consummated, would be more favorable to the Stockholders (solely in their capacities as such) from a financial point of view than the Transactions (after considering such factors as the Augusta Gold Board considers in good faith to be appropriate, including type of consideration, conditionality, the expected timing to Closing and likelihood of consummation of such proposal) and after taking into account any revisions to the Merger Agreement and the Transactions made or proposed by Parent prior to the time of such determination; provided that for purposes of the definition of “Superior Proposal,” the references to “twenty percent (20%)” and “eighty percent (80%)” in the definition of Acquisition Proposal shall be deemed to be references to “eighty percent (80%) and twenty percent (20%) respectively”.

“Supporting Stockholders” has the meaning set out under the heading “Summary—Voting Agreement”.

“Surviving Corporation” has the meaning set out under the heading “Summary—The Merger”.

“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder.

“Tax Proposals” has the meaning set out under the heading “The Merger—Material Canadian Federal Income Tax Considerations of the Merger”.

“taxable capital gain” has the meaning set out under the heading “The Merger—Material Canadian Federal Income Tax Considerations of the Merger”.

“Termination Fee” means the US$3.6 million fee payable to the AngloGold Ashanti Group upon termination of the Merger Agreement in certain circumstances as set forth therein.

“Transactions” means all of the transactions contemplated by the Merger Agreement, including the Merger.

“Treasury Regulations” has the meaning set out under the heading “The Merger—Certain Material U.S. Federal Income Tax Considerations of the Merger”.

“TSX” means the Toronto Stock Exchange.

“Unsecured Loan Documents” means collectively, (i) that certain Unsecured Promissory Note Purchase Agreement, dated as of February 26, 2024, by and between Augusta Gold and Mr. Taylor, as amended by that certain Amendment Number One dated March 27, 2025; and (ii) that certain Unsecured Promissory Note, dated as of February 26, 2024, by Augusta Gold in favor of Mr. Taylor, as amended by that Amended and Restated Unsecured Promissory Note dated March 27, 2025, as further amended by that certain Amendment Number One to the Amended and Restated Unsecured Promissory Note dated June 30, 2025, and as may be further amended during the Pre-Closing Period in accordance with the terms and conditions of the Merger Agreement.

“Unsecured Note” means that certain Unsecured Promissory Note, dated as of February 26, 2024, by Augusta Gold in favor of Mr. Taylor, as amended by that Amended and Restated Unsecured Promissory Note dated March 27, 2025, as further amended by that certain Amendment Number One to the Amended and Restated Unsecured Promissory Note dated June 30, 2025, and as may be further amended during the Pre-Closing Period in accordance with the terms and conditions of the Merger Agreement.

“U.S. Holder” has the meaning set out under the heading “The Merger—Certain Material U.S. Federal Income Tax Considerations of the Merger”.

“U.S. Tax Code” has the meaning set out under the heading “The Merger—Certain Material U.S. Federal Income Tax Considerations of the Merger”.

“Voting Agreement” has the meaning set out under the heading “Summary—The Special Meeting—Voting by Augusta Gold Directors and Executive Officers”.

“Warrant Cancellation Agreement” has the meaning set out under the heading “Summary—Treatment of Augusta Gold Warrants”.

INTRODUCTION

No persons have been authorized to give any information or to make any representations other than those contained in this Proxy Statement and, if given or made, such information or representations must not be relied upon as having been authorized by us or any other person. This Proxy Statement is dated [●], 2025. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than that date, and the mailing of this Proxy Statement to Stockholders shall not create any implication to the contrary.

Currency and Exchange Rates

Unless otherwise indicated, all references to “$”, “US$” or “U.S. dollars” are to United States dollars and references to “C$” or “Canadian dollars” are to Canadian dollars. As at [●], 2025, average reported exchange rate of one United States dollar into Canadian dollars as quoted by the Bank of Canada was US$1.00 = C$[●].

Cautionary Statements Regarding Forward-Looking Information

Certain statements and information contained herein are not based on historical facts and constitute “forward-looking information” within the meaning of Canadian Securities Laws and “forward-looking statements” within the meaning of United States securities laws (collectively, “forward-looking information”). Such forward-looking information includes estimates, forecasts and statements with respect to, among other things: the Merger; anticipated timing for holding the Special Meeting; the intentions, plans and future actions of Parent or its permitted assignee and Augusta Gold; potential benefits, risks and effects of the Merger; our ability to consummate the Merger on the terms of the Merger Agreement; the likelihood of the Merger being completed; the timing for the completion of the Merger; timing and possible outcome of Stockholder and regulatory matters; receipt of necessary approvals including court and Stockholder, and regulatory approvals; delisting from the TSX, cessation of quotation on the OTCQB, and de-registration and suspension of reporting obligations under the Exchange Act; ceasing to be a reporting issuer under Canadian Securities Laws in each of the provinces and territories of Canada in which Augusta Gold is a reporting issuer and ceasing to be subject to the disclosure requirements of a reporting issuer under Canadian Securities Laws; financial projections and forecasts; funds required to complete the Merger; statements relating to the business and future activities of Augusta Gold and Parent following Closing of the Merger including the assets, corporate and capital structure, capitalization, operations, business properties and personnel of Augusta Gold; our future strategy, structure, and business prospects. Forward-looking information is provided to help readers understand Augusta Gold’s views of its short and long term prospects, and can typically be identified by words and phrases about the future such as “outlook”, “may”, “estimates”, “intends”, “believes”, “plans”, “anticipates” and “expects”. Forward-looking information is not a promise or guarantee of future performance; it represents Augusta Gold’s current views and actual results may differ materially from those in forward-looking information. Readers are cautioned that forward-looking information may not be appropriate for other purposes. Augusta Gold assumes no obligation to update or revise forward-looking information contained herein, unless required to do so by securities laws.

The forward-looking information contained herein is based on a number of assumptions which could prove to be significantly incorrect. Such assumptions include: assumptions regarding the ability of Augusta Gold to receive, in a timely manner and on satisfactory terms, the necessary court, Stockholder and regulatory approvals; and the ability of the parties to satisfy in a timely manner the conditions to the Closing of the Merger.

Although the Company’s management believes that the assumptions made and the expectations represented by such statements are reasonable, there can be no assurance that forward-looking information herein will prove to be accurate. Actual results and developments may differ materially from those expressed or implied by the forward-looking information contained herein and even if such actual results and developments are realized or substantially realized, there can be no assurance that they will have the expected consequences or effects. Factors which could cause actual results to differ materially from current expectations include: non-completion of the Merger, including due to Augusta Gold failing to receive, in a timely manner and on satisfactory terms, the necessary court and Stockholder approvals or the inability of the parties to satisfy in a timely manner the other conditions to the Closing of the Merger; financial projections and forecasts; general business, economic, competitive, political, regulatory and social uncertainties; risks related to factors beyond the control of Parent or Augusta Gold; regulatory requirements; risks related to certain directors and executive officers of Augusta Gold having interests in the Merger that are different from other Stockholders; risks relating to the fact that the Merger Agreement contains provisions that could discourage a competing acquirer of Augusta Gold; the risk factors otherwise described in this Proxy Statement; and the risks set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Quarterly Report on Form 10-Q for the period ended June 30, 2025. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof.

Notice to Stockholders

This Proxy Statement is subject to the requirements of Section 14(a) of the Exchange Act, as well as applicable Canadian Securities Laws. Accordingly, this Proxy Statement has been prepared in accordance with disclosure requirements in effect in the United States and in Canada.

Financial statements and other financial information referred to in this Proxy Statement have been prepared in accordance with U.S. GAAP. Stockholders who are resident in Canada should be aware that U.S. GAAP is different from International Financial Reporting Standards generally applicable to Canadian-incorporated companies.

QUESTIONS AND ANSWERS ABOUT THE
SPECIAL MEETING AND THE MERGER

The following questions and answers address some questions you may have regarding the Special Meeting, the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Stockholder of Augusta Gold. Please refer to the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents referred to or incorporated by reference in this Proxy Statement.

You are receiving this Proxy Statement in connection with the solicitation of proxies by the Augusta Gold Board in favor of the Merger Proposal and the other matters to be voted on at the Special Meeting.

We may also transact such further or other business as may properly come before the Special Meeting and any adjournment(s) or postponement(s) thereof, subject to applicable law.

You should read “The Merger—Reasons for the Merger” beginning on page 22 and “The Merger—Reasons for the Merger—Recommendation of the Augusta Gold Board” beginning on page 24 for a discussion of the factors that the Augusta Gold Board considered in deciding to recommend and/or approve, as applicable, the Merger Agreement. See also “The Merger—Interests of Augusta Gold Directors and Executive Officers in the Merger” beginning on page 39.

Following the Effective Time, the Augusta Gold Shares (i) will be delisted from the TSX, (ii) will cease to be quoted on the OTCQB, and (iii) will be deregistered under the Exchange Act. Further, Augusta Gold will suspend its reporting obligations under Section 15(d) of the Exchange Act and, assuming receipt of an order granted under Canadian Securities Laws that it has ceased to be a reporting issuer, will cease to be a reporting issuer under Canadian Securities Laws in each of the provinces and territories of Canada in which it is a reporting issuer, and will no longer be subject to the disclosure requirements of a reporting issuer under Canadian Securities Laws.

Under certain circumstances, if the Merger is not consummated, Augusta Gold may be obligated to pay Parent a US$3.6 million termination fee, as described in “The Merger Agreement—Termination Fee” beginning on page 72.

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 Augusta Gold Option granted under the 2021 Equity Incentive Plan that has a per share exercise price that is equal to or more than the Merger Consideration that is then outstanding as of immediately prior to the Effective Time will be canceled and the holder thereof shall receive the value of such Augusta Gold Option as determined in accordance with the Black-Scholes Option Pricing Model. Any other Augusta Gold Option outstanding as of immediately prior to the Effective Time and with a per share exercise price equal to or more than the Merger Consideration will be canceled for no consideration as of the Effective Time.

The Augusta Gold Equity Plans (and any previous amendments and restatements of such plans) and all Augusta Gold Options, and any related agreements, will be terminated and neither the AngloGold Ashanti Group nor Augusta Gold, nor any other person, shall have any liabilities or obligations with respect thereto, except for the payment of the Option Consideration or the amount determined in accordance with the Black-Scholes Option Pricing Model, as applicable.

The Augusta Gold 2023 Warrants will become exercisable for the Merger Consideration. There will be no adjustment to the exercise price of the Augusta Gold 2023 Warrants, which will remain C$2.30 per Augusta Gold Share. Unless exercised, the Augusta Gold 2023 Warrants will remain outstanding following the Merger until they expire pursuant to their terms in January 2026.

In general, Non-U.S. Holders (as defined in the section titled “The Merger—Certain Material U.S. Federal Income Tax Considerations of the Merger”) of Augusta Gold Shares will not be subject to U.S. federal income tax on gain recognized from a sale or other disposition of such Augusta Gold Shares pursuant to the Merger, unless such Non-U.S. Holder has certain connections to the United States or pursuant to the rules applicable to certain investments in USRPHCs (as defined in the section titled “The Merger—Certain Material U.S. Federal Income Tax Considerations of the Merger”). Each Non-U.S. Holder should consult its own tax advisor for a complete analysis of the effect of the Merger on its U.S. federal, state, local and/or foreign taxes. See “The Merger—Certain Material U.S. Federal Income Tax Considerations of the Merger” beginning on page 44.

A Canadian resident Stockholder whose Augusta Gold Shares are exchanged for the Merger Consideration pursuant to the Merger will be considered to have disposed of the Augusta Gold Shares for proceeds of disposition equal to the Merger Consideration so received by a Canadian resident Stockholder. As a result, a Canadian resident Stockholder who holds the Augusta Gold Shares as capital property will generally realize a capital gain (or capital loss) to the extent that such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Canadian resident Stockholder’s Augusta Gold Shares immediately before the Merger. See “The Merger—Material Canadian Federal Income Tax Considerations of the Merger” beginning on page 48.

The Audit Committee was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in making its recommendation to the Augusta Gold Board, which was also aware of these interests and considered them, among other matters, when approving the Merger Agreement and the Merger and when making its recommendation to the Stockholders that the Merger Proposal be approved. For more information, see the section entitled “The Merger—Interests of Augusta Gold Directors and Executive Officers in the Merger” beginning on page 39 for more details on the accelerated vesting and cashout of the Augusta Gold Options, the severance and success payments and the amounts payable to executive officers in connection with the Merger.

Registered Stockholders

Registered Stockholders may vote by proxy in the following ways:

Registered Stockholders may also vote in person by appearing at the Special Meeting.

Non-Registered Holders

Non-Registered Holders may vote by proxy by instructing their Nominees on how they wish to vote their Augusta Gold Shares by using the instructions found on the proxy card or voting instruction form provided by their Nominee.

Non-Registered Holders may vote in person at the Special Meeting by carefully following the instructions provided by their Nominee in order to give them the right to vote their Augusta Gold Shares at the Special Meeting.

Only registered Stockholders have the right to revoke a proxy. If you are not a registered Stockholder and you wish to change your vote you must, at least [●] days before the Special Meeting, arrange for the Nominee which holds your Augusta Gold Shares to revoke the proxy given by them on your behalf.

A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation. Unrevoked proxies will be voted in accordance with the instructions indicated in the proxies, or if there are no such instructions, such proxies will be voted FOR the Merger Proposal, FOR the Advisory Compensation Proposal and FOR the Adjournment Proposal.

The exchange of Augusta Gold Shares for the Merger Consideration in respect of Non-Registered Holders is expected to be made with the Non-Registered Holder’s Nominee account through the procedures in place for such purposes between CDS or DTC and such Nominee. Non-Registered Holders should contact their Nominee if they have any questions regarding this process and to arrange for their Nominee to complete the necessary steps to ensure that they receive payment of the Merger Consideration for their shares as soon as possible following completion of the Merger.

The Record Date for Stockholders entitled to vote at the Special Meeting is earlier than the date on which the Merger will be consummated. So, if you transfer your Augusta Gold Shares after the Record Date but before the Special Meeting, you will have transferred your right to receive the Merger Consideration in the Merger but retained the right to vote at the Special Meeting.

Augusta Gold has also retained Laurel Hill to assist it in soliciting proxies using the means referred to above. Augusta Gold will pay the fees of Laurel Hill which Augusta Gold expects to be approximately C$50,000, plus reasonable out of pocket expenses and additional fees for any necessary Stockholder phone calls, for these services.

Laurel Hill Advisory Group

North American Toll-Free: 1-877-452-7184

Calls Outside North America: 416-304-0211

Email: assistance@laurelhill.com

THE MERGER

Parties to the Merger

Augusta Gold Corp.

For information about Augusta Gold, see “Important Information About Augusta Gold” beginning on page 79 and “Where You Can Find More Information” beginning on page 91.

AngloGold Ashanti Group

For information about AngloGold Ashanti, see “Important Information About AngloGold Ashanti” beginning on page 82.

Background of the Merger

The following chronology summarizes the material events and contacts that led to the signing of the Merger Agreement. This chronology does not purport to detail every conversation of or among the Audit Committee, members of our management or the Audit Committee’s representatives or members of our management and other parties.

The Augusta Gold Board and Augusta Gold’s management regularly review Augusta Gold’s prospects and strategy in light of its business and developments in the gold mining industry. In connection with such review, the Augusta Gold Board and Augusta Gold’s management have considered, among other things, the current and planned mining projects of Augusta Gold, including the substantial long-term risks in financing the development of, and in operating of, such projects. These reviews have included consideration, from time to time, of alternative strategic transactions to enhance Stockholder value, including potential transactions to sell Augusta Gold or all or substantially all of its assets to a third party, joint ventures and other similar transactions and alternative financing transactions.

Since the beginning of 2024, Augusta Gold has entered into 21 confidentiality agreements with potential counterparties, including 10 confidentiality agreements related to potential financings, three where Augusta Gold considered the acquisition of additional projects and eight involving potential business combinations where Augusta Gold would have been acquired or merged. Certain of those confidentiality agreements involving potential business combinations where Augusta Gold would have been acquired contained customary standstill provisions, all of which have automatically terminated upon the entry into the Merger Agreement. Discussions evolved with three strategic counterparties and as a result Augusta Gold entered into three letters of intent to negotiate a transaction to sell or merge Augusta Gold (including the exclusivity agreement entered into with AngloGold Ashanti, as described below). These strategic counterparties (other than AngloGold Ashanti) are referred to as “Party A” and “Party B”. Augusta Gold was also in advanced discussions regarding a potential merger with another strategic counterparty at approximately the same time as it was negotiating terms with AngloGold Ashanti. Ultimately, Augusta Gold did not enter into a letter of intent with this strategic counterparty, referred to as “Party C”. Details of the processes advanced with each of Party A, Party B and Party C are set out below.

Representatives of Augusta Gold and AngloGold Ashanti have been in regular dialogue since 2021 in the ordinary course of business as both companies own projects in close proximity of each other in the Beatty District of Nevada, USA. On July 15, 2021, Augusta Gold signed a confidentiality agreement with AngloGold Ashanti, and between July 28, 2021 and October 20, 2021 certain representatives of AngloGold Ashanti reviewed Augusta Gold’s Virtual Data Room (“VDR”) for the purposes of considering a potential transaction involving the Bullfrog Gold Project. The confidentiality agreement expired on July 15, 2022. Discussions did not result in any transaction between Augusta Gold and AngloGold Ashanti at that time.

On December 23, 2023, Mr. Richard Warke, Executive Chairman of the Augusta Gold Board, contacted Mr. Terry Briggs, Chief Development Officer of AngloGold Ashanti, via email to inquire whether AngloGold Ashanti would be interested in a potential transaction involving Augusta Gold. Mr. Briggs indicated that AngloGold Ashanti was focused on its own projects and, therefore, the parties did not engage in further discussions regarding a potential transaction at such time. This inquiry was followed by other informal high-level contacts initiated by representatives of Augusta Gold regarding strategic options, but such discussions did not materialize into any formal proposals at the time.

At a meeting of the Augusta Gold Board on March 19, 2024, the Augusta Gold Board received a status update on potential financings and discussions with various parties, including those with whom an active confidentiality agreement was in place at the time.

On August 12, 2024, the Augusta Gold Board was provided with a status update on discussions with various third parties relating to a potential strategic transaction, including those parties under a confidentiality agreement at the time. The Augusta Gold Board also discussed the status of operations, the status of the feasibility study of the Reward Gold Project and the estimated time it would take to get the Reward Gold Project into production.

On August 13, 2024, Augusta Gold entered into a confidentiality agreement with Party A.

On September 5, 2024, Augusta Gold initiated a strategic review process to evaluate opportunities to maximize shareholder return including, among other things, a joint venture transaction, a sale of the Reward Gold Project or all of the assets of Augusta Gold, a sale of Augusta Gold, a merger or other business combination, or another form of strategic transaction. AngloGold Ashanti was invited to participate in the process but declined to do so at such time. The strategic review process ultimately resulted in Augusta Gold entering into letters of intent with each of Party A and Party B (as described below).

During the Gold Forum Americas Conference in Colorado Springs, USA held from September 14 to 18, 2024, Mr. Donald Taylor, President and Chief Executive Officer of Augusta Gold, met with representatives of each of Party A and Party B.

Between October 7, 2024 and November 6, 2024, following ordinary course due diligence, Augusta Gold and Party A negotiated a letter of intent.

On November 6, 2024, Augusta Gold signed a letter of intent with Party A regarding a potential strategic transaction whereby Party A would acquire Augusta Gold in a share exchange transaction, for consideration having an implied value of C$1.48 per Augusta Gold Share as of November 6, 2024, based on a negotiated reasonable assumed price of Party A shares, compared to Augusta Gold’s closing share price of C$1.06 on the TSX as of November 6, 2024. The letter of intent with Party A included a binding exclusivity provision for a period of 39 days until December 15, 2024.

On November 8, 2024, the Augusta Gold Board met by video conference to discuss developments with respect to Party A and the due diligence conducted through that date, including a site visit that had occurred during that week. The Augusta Gold Board discussed the costs associated with developing the Reward Gold Project through to production relative to the terms of the letter of intent with Party A and the valuations, deal structure and terms and conditions of completing the proposed strategic transaction with Party A.

On November 19, 2024, Party A delivered a letter to Augusta Gold terminating discussions, citing a deterioration of market conditions. As part of that communication, Augusta Gold and Party A mutually agreed to terminate the letter of intent, including the binding exclusivity provision. The Augusta Gold Board was informed of this termination.

On November 22, 2024, as part of continuing Augusta Gold’s strategic review process, Augusta Gold re-engaged discussions with Party B.

On December 18, 2024, Augusta Gold entered into a confidentiality agreement with Party B.

On January 15, 2025, Augusta Gold entered into a confidentiality agreement with Party C and management of Augusta Gold and management of Party C had an initial discussion on a potential merger of equals transaction.

In late January and in February 2025, representatives of Party B and Party C conducted due diligence on Augusta Gold, including participating in management due diligence calls with representatives of Augusta Gold.

Between March 3, 2025 and March 25, 2025, following ordinary course due diligence, Augusta Gold and Party B negotiated a letter of intent.

In late February 2025, Mr. Taylor attended the BMO Mining Conference in Hollywood, Florida, USA. At that conference, Mr. Taylor had a variety of meetings with potential strategic counterparties, including a meeting with the Chief Executive Officer and Chief Operating Officer of Party B.

On March 17, 2025, the Augusta Gold Board was provided with an update of developments relating to financing alternatives as well as strategic opportunities, including the ongoing process with Party B and Party C.

On March 19, 2025, representatives of Party C completed a site visit to Augusta Gold’s Reward Gold Project and Bullfrog Gold Project.

On March 25, 2025, Augusta Gold signed a letter of intent with Party B regarding a potential strategic transaction whereby Party B would acquire Augusta Gold in a share exchange transaction, for consideration having an implied value of C$1.48 as of March 25, 2025, based on a negotiated reasonable assumed price of Party B shares, compared to Augusta Gold’s closing share price of C$1.21 on the TSX as of March 25, 2025. The letter of intent with Party B included a binding exclusivity provision for a period of 60 days until May 24, 2025 or until negotiations relating to such potential strategic transaction terminated by mutual agreement (whichever was earlier).

On April 1, 2025, Mr. Warke contacted Mr. Briggs via email to indicate interest in Augusta Gold potentially acquiring AngloGold Ashanti’s Sterling mine (which forms part of AngloGold Ashanti’s larger Sterling project) in the Beatty District of Nevada, USA.

During a telephone conversation on April 9, 2025, among Mr. Warke, Mr. Taylor, and Mr. Briggs, the representatives of Augusta Gold and AngloGold Ashanti expressed mutual interest in a potential combination involving each of Augusta Gold’s Reward Gold Project and Bullfrog Gold Project and AngloGold Ashanti’s Sterling mine and discussed various potential strategic scenarios.

On or about April 10, 2025, Party B notified Augusta Gold that it did not wish to proceed with a strategic transaction, citing concern with potential capital expenditures that may be required to develop Augusta Gold’s Bullfrog Gold Project.

On April 10, 2025, Mr. Warke proposed a high-level transaction structure via email to Mr. Briggs, whereby AngloGold Ashanti would sell its Sterling mine and North Bullfrog project to Augusta Gold, in exchange for Augusta Gold Shares, a concurrent equity raise transaction subscribed by AngloGold Ashanti as a lead investor, and a potential seat on the Augusta Gold Board.

On April 11, 2025, Mr. Briggs responded that AngloGold Ashanti was interested in further discussions, and the parties subsequently negotiated a confidentiality agreement to facilitate due diligence.

On April 16, 2025, AngloGold Ashanti signed a second confidentiality agreement with Augusta Gold (the “Confidentiality Agreement”), and on April 21, 2025, certain representatives of AngloGold Ashanti were granted access to Augusta Gold’s VDR. AngloGold Ashanti began reviewing documents in the VDR on April 24, 2025. The Confidentiality Agreement contained a standstill provision stating that, for a period of 18 months following the date of the Confidentiality Agreement, neither party could acquire the voting securities of the other party.

On April 23, 2025, Augusta Gold submitted a non-binding term sheet to AngloGold Ashanti for a proposed acquisition of AngloGold Ashanti’s Sterling mine and North Bullfrog project (the “Augusta Gold Term Sheet”). The Augusta Gold Term Sheet outlined a transaction whereby Augusta Gold would issue 55 million Augusta Gold Shares to AngloGold Ashanti, with a then-current aggregate market value of approximately C$59 million, in addition to conducting a concurrent private placement in Augusta Gold where AngloGold Ashanti would subscribe for 61 million shares of Augusta Gold at a price of C$1.10 per Augusta Gold Share, representing an aggregate subscription price of C$67 million, as consideration for AngloGold Ashanti’s Sterling mine and North Bullfrog project. Augusta Gold’s closing share price on the TSX was C$1.08 as of April 23, 2025.

On or about April 24, 2025, Augusta Gold commenced advanced discussions with Party C regarding a potential merger of equals. Augusta Gold and Party C proceeded to conduct ordinary course due diligence.

On April 30, 2025, representatives of Augusta Gold and AngloGold Ashanti had a call to discuss process.

On May 5, 2025, the Augusta Gold Board was informed of site visits to be conducted by Party C and AngloGold Ashanti to Augusta Gold’s Reward Gold Project and Bullfrog Gold Project during the week of May 12, 2025.

On May 9, 2025, certain representatives of Augusta Gold were granted access to AngloGold Ashanti’s VDR relating to AngloGold Ashanti’s Sterling mine and North Bullfrog project. Representatives of Augusta Gold and AngloGold Ashanti also had a call to discuss various due diligence and other process items. Both parties started scheduling standing calls about a potential transaction.

On May 13, 2025, representatives of Augusta Gold completed a site visit to Party C’s project. In connection with the site visit, representatives of Party C hosted a Q&A and management presentation session with representatives of Augusta Gold.

On May 14, 2025, representatives of Augusta Gold completed a site visit at AngloGold Ashanti’s North Bullfrog and Sterling projects. On that same day, representatives of AngloGold Ashanti completed a site visit to Augusta Gold’s Reward Gold Project and Bullfrog Gold Project. In connection with the site visits, representatives of both Augusta Gold and AngloGold Ashanti conducted a Q&A and management presentation with each other in Las Vegas, Nevada, USA on May 15, 2025.

On May 15, 2025, representatives of Party C completed a site visit to Augusta Gold’s Reward Gold Project and Bullfrog Gold Project.

Between May 22, 2025, and May 29, 2025, representatives of Augusta Gold and AngloGold Ashanti had further discussions on a potential transaction between the parties, including the proposed acquisition of AngloGold Ashanti’s Sterling mine and North Bullfrog project by Augusta Gold, a potential acquisition of Augusta Gold by AngloGold Ashanti or a potential swap of AngloGold Ashanti’s Sterling mine for the Bullfrog Gold Project.

On May 29, 2025, representatives of Augusta Gold had an internal call to discuss the potential transaction with AngloGold Ashanti.

On May 30, 2025, Augusta Gold sent to Party C a draft letter of intent proposing definitive terms for a merger of equals between Augusta Gold and Party C.

On June 2, 2025, Mr. Briggs provided an update via email to Mr. Warke, outlining that AngloGold Ashanti continued its due diligence and that a potential transaction with Augusta Gold was raised at AngloGold Ashanti’s latest meeting of its board of directors.

On June 4, 2025, Party C provided comments on the draft letter of intent, including proposed terms of mutual exclusivity. Given Augusta Gold’s ongoing discussions with AngloGold Ashanti regarding the acquisition of Augusta Gold (which transaction Augusta Gold viewed as superior to the proposed transaction with Party C), Augusta Gold opted not to proceed with signing the letter of intent and did not enter into exclusivity with Party C. Negotiations with Party C were suspended at this time and no further discussions occurred between Augusta Gold and Party C regarding the proposed transaction with Party C.

On June 5, 2025, representatives of Augusta Gold and AngloGold Ashanti had further discussions on a potential acquisition of Augusta Gold by AngloGold Ashanti, and AngloGold Ashanti indicated that it would submit a non-binding indicative offer in the coming days.

On June 6, 2025, representatives of Augusta Gold and AngloGold Ashanti met via video conference to discuss due diligence items.

On June 11, 2025, AngloGold Ashanti submitted to Augusta Gold a non-binding indicative offer to acquire Augusta Gold for C$1.20 per Augusta Gold Share in cash (the “First Proposal”). The First Proposal represented a 25% premium based on Augusta Gold’s closing share price of C$0.96 on the TSX as of June 10, 2025.

On June 12, 2025, AngloGold Ashanti proposed, via email, an increase in their offer price to C$1.45 per Augusta Gold Share (the “Second Proposal”) following feedback from representatives of Augusta Gold that the First Proposal was too low both on an offer price per ounce of gold mineral resource basis and an absolute share price basis. The Second Proposal represented a 48% premium based on Augusta Gold’s closing share price of C$0.98 on the TSX as of June 11, 2025. Augusta Gold’s management reviewed the First Proposal and Second Proposal, and such proposals were also brought to the attention of the Augusta Gold Board. Representatives of Augusta Gold and AngloGold Ashanti had further discussions regarding the proposed offer price, including the proposed offer price per ounce of gold mineral resource. The representatives also had an additional video conference to discuss due diligence matters including, among other things, details regarding Augusta Gold’s 2023 reincorporation in the State of Nevada.

On June 14, 2025, AngloGold Ashanti submitted a revised non-binding indicative offer to acquire Augusta Gold for C$1.70 per Augusta Gold Share in cash (the “Third Proposal”) following feedback from representatives of Augusta Gold that the Second Proposal was still too low both on an offer price per ounce of gold mineral resource basis and an absolute share price basis. The Third Proposal represented a 73% premium based on Augusta Gold’s closing share price of C$0.98 on the TSX as of June 13, 2025.

Between June 12, 2025, and June 16, 2025, Mr. Warke contacted each of the Augusta Gold Board members by telephone to inform them of the status of negotiations with AngloGold Ashanti regarding AngloGold Ashanti’s proposed acquisition of Augusta Gold.

On June 16, 2025, the Augusta Gold Board approved, through consent resolutions, the execution of an exclusivity agreement with AngloGold Ashanti. The Augusta Gold Board agreed to exclusivity given the length of the exclusivity period being only four weeks, the premium that the Third Proposal represented to Augusta Gold’s share price at the time, the Augusta Gold Board’s knowledge of the terminated processes previously engaged with Party A and Party B, which provided the Augusta Gold Board with knowledge regarding the general value being sought for Augusta Gold, the process in negotiating a definitive agreement to the satisfaction of the Augusta Gold Board and the fact that Augusta Gold could resume their strategic process following the exclusivity period, and the belief that the suspended process with Party C was not likely to result in a strategic transaction that was superior to the Third Proposal.

On June 16, 2025, Augusta Gold and AngloGold Ashanti entered into an exclusivity agreement, which provided for an exclusivity period of four weeks until July 15, 2025 (the “Exclusivity Period”) under which AngloGold Ashanti was granted an exclusive right to negotiate with Augusta Gold in relation to the acquisition of Augusta Gold. During the Exclusivity Period, AngloGold Ashanti continued its due diligence on Augusta Gold.

On June 19, 2025, and June 20, 2025, representatives of Augusta Gold and AngloGold Ashanti had further discussions on various due diligence and other process items.

On June 23, 2025, representatives of Womble Bond Dickinson (US) LLP (“Womble”) representing AngloGold Ashanti and Dorsey representing Augusta Gold held a conference call to discuss in more detail the structure of the proposed acquisition and the drafting of the transaction documents, including the Merger Agreement and the Voting Agreement.

On July 1, 2025, Womble sent to Dorsey an initial draft of the Merger Agreement for the proposed Merger.

On July 3, 2025, Womble and Dorsey held a conference call to discuss the drafting of the transaction documents, including the Merger Agreement and the Voting Agreement, and related legal issues. Representatives of Augusta Gold and AngloGold Ashanti also had further discussions regarding matters in the Merger Agreement regarding property representations and warranties, closing conditions around property title matters and funding of Augusta Gold’s operating costs through to Closing of the Merger.

On July 6, 2025, Dorsey sent to Womble a revised draft of the Merger Agreement reflecting the negotiation of the parties.

On July 7, 2025, Womble sent to Dorsey an initial draft of the Voting Agreement.

On July 7, 2025, management for AngloGold Ashanti and Augusta Gold and representatives of Womble and Dorsey held a conference call to discuss timing for the Merger Agreement and outstanding legal due diligence matters related thereto, including ongoing property title due diligence.

On July 7, 2025, the Augusta Gold Board held a meeting by video conference, attended by management of Augusta Gold and representatives of Dorsey, to discuss the proposed Merger and related matters with Dorsey. The Augusta Gold Board discussed the potential appointment of NBF as the financial advisor to Augusta Gold, including considering the independence of NBF. In reviewing the independence of NBF, the Augusta Gold Board considered the proposed fees to be paid to NBF in connection with the Merger and the fact that Augusta Gold had no other contractual relationships with NBF at the time. After discussions, the Augusta Gold Board authorized management to proceed with the retention of NBF as financial advisor to Augusta Gold for the proposed transaction with AngloGold Ashanti.  The Augusta Gold Board then discussed the status of negotiations regarding the proposed Merger and the potential approval process for the Merger Agreement, including a discussion of stockholder voting requirements under Nevada law and Canadian Securities Laws and interested director considerations under Nevada law in light of, with respect to the Related Parties, the terms of each of the Secured Loan Documents and the Unsecured Loan Documents requiring repayment of indebtedness thereunder in connection with the Merger.  After discussion, the Augusta Gold Board determined that a special committee was not required for approval of the Merger Agreement, but that the Audit Committee, which is composed entirely of independent directors, should review and make a recommendation to the Augusta Gold Board regarding the proposed Merger (including the Merger Agreement) and any potential controlling stockholder issues under Nevada law.  The Augusta Gold Board then determined that it was in the best interests of Augusta Gold and the Stockholders that Augusta Gold management continue to pursue negotiations in respect of the proposed Merger and the Merger Agreement.

Between July 8, 2025 and July 10, 2025, representatives of Womble and Dorsey exchanged drafts of the Merger Agreement, Voting Agreement and Warrant Cancellation Agreement.

On July 10, 2025, representatives of Womble and Dorsey held a conference call to discuss matters related to the Augusta Gold 2023 Warrants.

On July 11, 2025, representatives of Womble and Dorsey exchanged drafts of the Merger Agreement reflecting the negotiation of the parties on certain terms relating to the process to cure or otherwise resolve all material objections to mineral title on Augusta Gold’s properties. Further, on July 11, 2025, Womble sent to Dorsey a revised draft of the Warrant Cancellation Agreement.

On July 11, 2025, management for AngloGold Ashanti and Augusta Gold and representatives of Womble and Dorsey held a conference call to discuss the draft Merger Agreement and outstanding deal terms regarding property due diligence and related mineral title representations and closing conditions.

On July 12, 2025, representatives of Womble and Dorsey discussed the draft Voting Agreement and open legal issues in the draft Merger Agreement.

On July 13, 2025, management for AngloGold Ashanti and Augusta Gold held a conference call to discuss warrant treatment and mineral title matters.

On July 14, 2025, management for AngloGold Ashanti and Augusta Gold and representatives of Womble and Dorsey held a conference call to discuss timing for the Merger Agreement, proposed covenants regarding mineral title and the status of outstanding legal due diligence regarding mineral title.

On July 14, 2025 and July 15, 2025, representatives of Womble and Dorsey exchanged drafts of the Merger Agreement, Voting Agreement and Warrant Cancellation Agreement reflecting the negotiation of the parties. Throughout the day on July 15, 2025, the parties worked to resolve outstanding points, and finalize the Merger Agreement and related ancillary agreements, including the Voting Agreement and the Warrant Cancellation Agreement.

On July 15, 2025, management for AngloGold Ashanti and Augusta Gold and representatives of Womble and Dorsey held a conference call to discuss the remaining outstanding legal due diligence matters related to finalizing the Merger Agreement. These discussions focused primarily on representations and warranties regarding title to real property and minerals, the status of title review and post-signing title curative processes required as a condition to Closing the Merger.

On July 15, 2025, the Augusta Gold Board held a meeting to review the terms of the proposed Merger, with representatives of Augusta Gold management, Dorsey, Cassels, Brock & Blackwell LLP (“Cassels”), and NBF participating. Representatives of Dorsey reviewed a legal presentation regarding the material terms and conditions of the Merger Agreement, an overview of the Voting Agreement and Warrant Cancellation Agreement, and the directors’ fiduciary duties under Nevada law.  Representatives of NBF then reviewed its financial analyses with respect to the proposed Merger.  After discussion of such financial analyses, representatives of NBF then rendered NBF’s oral opinion, which was subsequently confirmed in writing, as to the fairness, from a financial point of view, as of such date to the Stockholders, excluding the Related Parties, of the Merger Consideration. 

Following such presentations, the Related Parties left the meeting and the Audit Committee held a meeting, with representatives of Augusta Gold management, Dorsey, Cassels and NBF participating, during which the Audit Committee and such advisors discussed the presentations of Dorsey and NBF, the Merger Agreement and the Merger Consideration.  The Audit Committee carefully reviewed and evaluated various factors, including the negotiations of the Merger Agreement and the proposed terms of the Merger Agreement, as well as the potential interests of the Related Parties in the proposed Merger (including a discussion of potential controlling stockholder issues pursuant to NRS 78.240).  The Audit Committee evaluated the Merger as well as other alternatives available to Augusta Gold (including remaining a standalone public company), in consultation with Augusta Gold’s management, Dorsey, Cassels and NBF.  After considering various factors, the Audit Committee unanimously (i) determined that entry into the Merger Agreement and the consummation of the Transactions contemplated thereby, including the Merger, are advisable and fair to, and in the interests of, Augusta Gold and the Stockholders, excluding the Related Parties, and (ii) recommended that the Augusta Gold Board approve the Merger Agreement and the Transactions, including the Merger.

The Augusta Gold Board then reconvened, with the Related Parties rejoining the meeting, and with representatives of Dorsey, Cassels and Augusta Gold management participating. The members of the Audit Committee communicated the Audit Committee’s recommendation to the full Augusta Gold Board.  After receiving such recommendation and considering various factors, the Augusta Gold Board unanimously (i) determined that the Merger Agreement and the Transactions, including the Merger, are advisable and fair to, and in the interests of, Augusta Gold and its Stockholders, (ii) adopted the Merger Agreement and authorized and approved the execution, delivery and performance by Augusta Gold of the Merger Agreement and the consummation of the Transactions, including the Merger, and (iii) recommended that the Stockholders vote in favor of the Merger Proposal.

Following the conclusion of the meeting of the Augusta Gold Board, representatives of Augusta Gold and AngloGold Ashanti finalized the Merger Agreement and related documentation.

In the evening of July 15, 2025, Augusta Gold and AngloGold Ashanti executed the Merger Agreement. Concurrently with the execution of the Merger Agreement, all of the directors and executive officers of Augusta Gold who own Augusta Gold Shares, as well as Augusta Investments Inc., entered into the Voting Agreement with AngloGold Ashanti.

In the morning of July 16, 2025, Augusta Gold issued a press release announcing the execution of the Merger Agreement.

Reasons for the Merger

Considerations of the Audit Committee

As described above, on July 7, 2025, the Augusta Gold Board delegated to the Audit Committee, composed entirely of independent directors, the task of reviewing the proposed Merger (including the Merger Agreement) and any potential controlling stockholder issues related thereto under Nevada law.

At a meeting held on July 15, 2025, the Audit Committee with the advice and assistance of representatives of Augusta Gold Management, Dorsey, Cassels and NBF, evaluated the proposed Merger and the terms and conditions of the Merger Agreement. Specifically, the Audit Committee carefully considered the following:

The foregoing summary of the information considered by the Audit Committee is a summary of the material factors considered by the Audit Committee and is not, and is not intended to be, exhaustive.

Considerations of the Augusta Gold Board

The Augusta Gold Board consists of five directors, three of whom are considered independent. In addition to considering the recommendation of the Audit Committee, the Augusta Gold Board also considered the following:

The Augusta Gold Board also considered a number of uncertainties and risks concerning the Merger, including the following (which factors are not necessarily presented in order of relative importance):

The foregoing summary of the information considered by the Augusta Gold Board is not, and is not intended to be, exhaustive. The Augusta Gold Board also considered a number of factors that are discussed below relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger. The Augusta Gold Board believes the following factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger to the Stockholders (other than the Related Parties).

Recommendation of the Augusta Gold Board

On July 15, 2025, having received the unanimous recommendation of the Audit Committee, the Augusta Gold Board evaluated the Merger in consultation with the Company’s management and legal and financial advisors. After considering various factors, the Augusta Gold Board unanimously (i) determined that the Merger Agreement and the Transactions, including the Merger, are advisable and fair to, and in the interests of, Augusta Gold and its Stockholders, (ii) adopted the Merger Agreement and authorized and approved the execution, delivery and performance by Augusta Gold of the Merger Agreement and the consummation of the Transactions, including the Merger, and (iii) recommended that the Stockholders vote in favor of the Merger Proposal.

The Augusta Gold Board recommends unanimously that you vote FOR the approval of the Merger Proposal. All of the directors and executive officers of Augusta Gold intend to vote FOR the Merger Proposal and the directors and the executive officers that own Augusta Gold Shares have agreed to vote all of their Augusta Gold Shares in favor of the Merger Proposal, subject to the terms of the Merger Agreement and the Voting Agreement entered into by such directors and executive officers.

Opinion of the Financial Advisor to Augusta Gold

In connection with the proposed Merger, the Augusta Gold Board requested that NBF evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by Stockholders, excluding the Related Parties, under the Merger. On July 15, 2025, at a meeting of the Augusta Gold Board held to evaluate the proposed Merger, NBF rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion dated July 15, 2025 to the Augusta Gold Board, to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and the scope of review undertaken as set forth in its written opinion, the Merger Consideration to be received by Stockholders, excluding the Related Parties, under the Merger was fair, from a financial point of view, to such Stockholders, excluding the Related Parties.

 The full text of the NBF opinion, dated July 15, 2025, which describes the various assumptions made, procedures followed, matters considered and the scope of review undertaken, is attached as Annex “D” to this Proxy Statement and is incorporated herein by reference. The description of NBF’s opinion set forth below is qualified in its entirety by reference to the full text of NBF’s opinion, which opinion is subject to the assumptions, limitation, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets and other conditions, and the information made available to NBF, as of the date of such opinion.  NBF’s opinion did not constitute an independent formal valuation for the purposes of MI 61-101. NBF’s opinion represented the opinion of NBF, the issuance of which was approved by a fairness opinion committee of NBF.

 NBF’s opinion was provided to the Augusta Gold Board (in its capacity as such) and addresses only the fairness, from a financial point of view, of the Merger Consideration to be received by Stockholders, excluding the Related Parties, under the Merger. NBF’s opinion did not address the relative merits of the Merger as compared to any strategic alternatives or other transaction or business strategies that may be available to Augusta Gold, nor did NBF express any opinion on the structure, terms or effect of any other aspect of the Merger or the other transactions contemplated by the Merger Agreement. NBF did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any officers, directors or employees of Augusta Gold, or any class of such persons, in connection with the Merger relative to the Merger Consideration or otherwise. Furthermore, NBF’s opinion does not constitute a recommendation as to how any Stockholder or any other party should vote or act on any matter relating to the Merger and was not a recommendation to the Augusta Gold Board to enter into the Merger Agreement or to proceed with the Merger or any other action the Augusta Gold Board, any Stockholder or any other party should take in connection with the Merger or otherwise.

Scope of Review

In connection with rendering its opinion, NBF reviewed and relied upon, or carried out (as the case may be), among other things, the following:

Assumptions and Limitations

NBF relied upon and assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions, representations and other material obtained by it from public sources or provided to it by or on behalf of Augusta Gold (or its subsidiaries or their respective directors, officers, associates, affiliates, consultants, advisors and representatives) or otherwise obtained by NBF in connection with its engagement, collectively referred to as the “Information”. NBF has assumed that the Information did not omit to state any material fact or any fact necessary to be stated to make the Information not misleading. NBF’s opinion is conditional upon such completeness, accuracy and fair presentation of the Information. NBF has not been requested to nor, subject to the exercise of professional judgment, has NBF attempted to verify independently the completeness, accuracy or fair presentation of the Information.

Senior officers of Augusta Gold have represented to NBF in a certificate delivered as of July 15, 2025, among other things, that (i) the Information provided orally by, or in the presence of, an officer or employee of Augusta Gold or in writing by Augusta Gold or any of its subsidiaries, associates or affiliates or their respective representatives, was, at the date the Information was provided to NBF, and as of July 15, 2025, complete, true and correct in all material respects, and did not and does not contain any untrue statement of a material fact in respect of Augusta Gold, its subsidiaries or the Transactions and did not and does not omit to state a material fact in respect of Augusta Gold, its subsidiaries or the Transactions necessary to make the Information or any statement contained therein not misleading in light of the circumstances under which the Information was provided or any such statement was made; and that (ii) since the dates on which the Information was provided to NBF, except as disclosed to NBF, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of Augusta Gold or any of its subsidiaries and no material change has occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material effect on NBF’s opinion.

NBF has relied upon forecasts, projections, estimates and budgets provided by Augusta Gold (including the Management Projections), each assumed to be reasonably prepared, reflecting the best then available assumptions, estimates and judgments of the Augusta Gold management considering Augusta Gold’s business, plans, financial condition and prospects, and are not, in the reasonable belief of Augusta Gold’s management, misleading in any material respect.

With respect to any forecasts, projections, estimates and/or budgets provided by Augusta Gold (including the Management Projections), NBF notes that projecting future results of any company is inherently subject to uncertainty. NBF has assumed, however, that such forecasts, projections, estimates and/or budgets (including the Management Projections) were prepared or reviewed using the assumptions identified therein and that such assumptions in the opinion of Augusta Gold, are (or were at the time) reasonable in the circumstances. NBF has relied upon forecasts, projections, estimates and budgets provided by the Company (including the Management Projections), each assumed to be reasonably prepared, reflecting the best then available assumptions, estimates and judgments of the Augusta Gold management considering Augusta Gold’s business, plans, financial condition and prospects, and are not, in the reasonable belief of Augusta Gold’s management, misleading in any material respect. NBF has assumed that there are no independent valuations or appraisals or material non-independent appraisals or valuations relating to Augusta Gold or any of its subsidiaries or any of their material assets or liabilities that have been prepared in two years preceding July 15, 2025 and which have not been provided to NBF.

NBF has assumed that, in all respects material to its analysis, the Merger Agreement executed by Augusta Gold and Parent will remain in substantially the form and substance of the draft provided to NBF, the representations and warranties of the parties to the Merger Agreement contained therein are complete, true and correct in all material respects, such parties will each perform all of the respective covenants and agreements to be performed by them under the Merger Agreement, and all conditions to the obligations of such parties as specified in the Merger Agreement will be satisfied or waived. NBF has also assumed that all material approvals and consents required in connection with the consummation of the Transactions will be obtained and, that in connection with any necessary approvals and consents, no limitations, restrictions or conditions will be imposed that would have an adverse effect on Augusta Gold.

NBF’s opinion does not address the relative merits of the Transactions as compared to other business strategies or transactions that might be available with respect to Augusta Gold or Augusta Gold’s underlying business decision to effect the Transactions or any other term or aspect of the Transactions or the Merger Agreement or any other agreement entered into or amended in connection with the Transactions.

 NBF did not meet with the auditors of Augusta Gold or AngloGold Ashanti and has assumed the accuracy, completeness and fair presentation of, and has relied upon, without independent verification, the financial statements of Augusta Gold and AngloGold Ashanti and any corresponding reports of the auditors. NBF has assumed that all financial information provided to it was prepared on a basis consistent in all material respects with the accounting policies applied in Augusta Gold’s most recent audited consolidated financial statements and does not contain any untrue statement of material fact or omit to state any material fact. NBF is not a legal, tax or accounting expert and NBF expresses no opinion concerning any legal, tax or accounting matters concerning the Transactions and have relied upon, without independent verification, the assessment by Augusta Gold and AngloGold Ashanti and their legal and tax advisors with respect to such matters. NBF expresses no opinion as to the value at which AngloGold Ashanti (or its affiliates) may trade following completion of the Transactions.

 NBF’s opinion was rendered as of July 15, 2025 and on the basis of securities markets, economic and general business and financial conditions prevailing as of that date and the conditions and prospects, financial and otherwise, of Augusta Gold as they are reflected in the Information and as they were represented to NBF in its discussions with the management and directors of Augusta Gold. In NBF’s analyses and in connection with the preparation of NBF’s opinion, NBF made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of NBF and any party involved in the Transactions.

NBF’s opinion was provided to the Augusta Gold Board for its use only and may not be relied upon by any other person. NBF disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting NBF’s opinion which may come or be brought to the attention of NBF after July 15, 2025. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting NBF’s opinion after July 15, 2025, NBF reserves the right to change, modify or withdraw its opinion. The preparation of a fairness opinion is a complex process and is not necessarily capable of being partially analyzed or summarized. NBF believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create an incomplete view of the process underlying NBF’s opinion. NBF’s opinion should be read in its entirety.

 NBF was not requested to, and it did not, recommend or determine the specific consideration payable in the Merger. The type and amount of consideration payable in the Merger were determined through negotiations between Augusta Gold and the AngloGold Ashanti Group and the decision to recommend and enter into the Merger Agreement was solely that of the Augusta Gold Board. NBF’s opinion was only one of many factors considered by the Augusta Gold Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Augusta Gold Board or the Company’s management with respect to the Merger or the Merger Consideration.

The summary of the financial analyses described below under the heading “—Financial Analyses” is a summary of the material financial analyses prepared and reviewed with the Augusta Gold Board in connection with NBF’s opinion, dated July 15, 2025. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying NBF’s opinion, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by NBF. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. NBF does not assume responsibility if future results are different from those described, whether or not any such difference is material. Financial data for Augusta Gold utilized in the financial analyses described below were based on, among other things, internal management forecasts and estimates (including, without limitation, estimates of future resource or reserve additions) prepared or provided by or on behalf of the Company’s management (including the Management Projections) and street consensus commodity pricing. Non-gold resources were converted to gold equivalent resources, in the case of selected public companies, utilizing long-term street consensus commodity prices and, in the case of selected precedent transactions, utilizing long-term street consensus commodity prices on the trading day prior to announcement of the applicable transaction.

Financial Analyses

 The financial presentation provided to the Augusta Gold Board in connection with NBF’s opinion, dated July 15, 2025, to the Augusta Gold Board, referred to as the July 15, 2025 financial presentation, included the following material financial analyses: (i) analysis of the 52-week trading range and volume-weighted average trading price (referred to as the “VWAP”) of the Augusta Gold Shares; (ii) an analysis of the financial multiples of selected comparable companies whose securities are publicly traded; (iii) an analysis of a range of change of control premia applied to the Augusta Gold Shares’ spot and 20-day VWAP; (iv) an analysis of a range of change of control premia applied to the implied per share value ranges for each Augusta Gold Share that resulted from an analysis of the financial multiples of selected comparable public companies; and (v) an analysis of financial multiples of selected precedent transactions.

Historical Trading Range of the Augusta Gold Shares

NBF reviewed and compared the trading range of the Augusta Gold Shares for the 52-week period ended July 15, 2025, which was C$0.65 to C$1.49 per share (including intraday trading prices), to the Merger Consideration of C$1.70 per share. The C$0.65 per share intraday low trading price during this period occurred on August 9, 2024. The C$1.49 per share intraday high trading price during this period occurred on December 13, 2024.

NBF also reviewed and compared the VWAP of the Augusta Gold Shares for the periods listed below, each of which ended July 15, 2025, to the Merger Consideration of C$1.70 per share:

Comparable Company Trading Analysis

Sum-of-the-Parts Approach

NBF used a sum-of-the-parts approach analysis to determine the implied per share value range for each Augusta Gold Share, based on the summation of the respective implied per share value ranges for each Augusta Gold Share that correspond to the Reward Gold Project and the Bullfrog Gold Project and after making certain corporate adjustments.

To determine the implied per share value for each of the Reward Gold Project and the Bullfrog Gold Project, NBF compared selected financial and operational data of Augusta Gold that pertained to the Reward Gold Project and the Bullfrog Gold Project, respectively, with similar data for selected publicly traded companies that are engaged in businesses which NBF viewed to be analogous to the Reward Gold Project or the Bullfrog Gold Project, based on business characteristics, industry participation, operations, stage of development and financial metrics. While the selected companies operate in a similar industry to that of Augusta Gold, NBF noted that none of the selected companies or their operations is identical to Augusta Gold, the Reward Gold Project or the Bullfrog Gold Project and certain of these companies and projects may have characteristics that are materially different from those of Augusta Gold, the Reward Gold Project or the Bullfrog Gold Project.

Reward Gold Project

With respect to the Reward Gold Project, for each of the selected companies NBF considered the multiple of market capitalization (“Price”) (defined as the total number of outstanding shares multiplied by the closing share price on July 15, 2025) to expected tangible net asset value (“NAV”) (defined as the net present value of unlevered after-tax free cash flows projected from operations less debt and debt-like items and preferred equity (each, as applicable), and plus cash and cash equivalents (as applicable)) based on publicly available information and consensus research analyst estimates. The following table represents the results of this analysis:

Based on the results of this analysis, other factors that NBF considered appropriate and NBF’s professional judgment, NBF selected a multiple reference range of 0.20x to 0.40x for the Price to NAV ratio. NBF then applied this reference range to both the Reward Gold Project Base Case and Reward Gold Project Alternate Case (as set out below under “—Projected Financial Information—Reward Gold Project Base Case”) estimates of NAV included in the Management Projections, which were equal to approximately US$170 million and US$198 million, respectively. As a result, NBF estimated the implied value range for the Reward Gold Project to be approximately US$34 million to US$68 million (assuming the Reward Gold Project Base Case) and US$40 million to US$79 million (assuming the Reward Gold Project Alternate Case).

Bullfrog Gold Project

With respect to the Bullfrog Gold Project, for each of the selected companies NBF considered the multiple of enterprise value (“EV”) (defined as fully-diluted equity value, less cash and cash equivalents, certain equity interests, plus debt and debt-like items and preferred equity (each, as applicable) to the total resources (“Resources”) (defined as total gold mineral resources, in ounces) based on publicly available information and consensus research analyst estimates. The following table represents the results of this analysis:

Based on the results of this analysis, other factors that NBF considered appropriate and NBF’s professional judgment, NBF selected a multiple reference range of US$20.00 to US$60.00 for the EV to Resources ratio. NBF then applied this reference range to the estimate of Resources at the Bullfrog Gold Project, which Augusta Gold estimates to be approximately 1.47 million ounces of gold mineral resources. As a result, NBF estimated the implied value range for the Bullfrog Gold Project to be approximately US$29 million to US$88 million.

Based on the foregoing analyses regarding the Reward Gold Project and the Bullfrog Gold Project, NBF estimated the aggregate implied value range for Augusta Gold to be approximately US$63 million to US$156 million (assuming the Reward Gold Project Base Case) and approximately US$69 million to US$167 million (assuming the Reward Gold Project Alternate Case). NBF then adjusted these implied ranges by adding approximately US$1 million of cash and subtracting approximately US$33 million of indebtedness and US$8 million of general and administrative expenses (calculated as the present value of approximately US$1.2 million of estimated annual general and administrative expenses over a 10-year period using a discount rate of 7%). Assuming approximately 86.6 million Augusta Gold Shares on a fully diluted basis and a U.S. to Canadian dollar exchange ratio of C$1.37 per U.S. dollar, NBF estimated the implied per share value range for each Augusta Gold Share to be C$0.36 to C$1.82 (assuming the Reward Gold Project Base Case) and C$0.45 to C$2.00 (assuming the Reward Gold Project Alternate Case).

Enterprise Value / Resource Approach

NBF used an enterprise value / resource approach analysis to determine the implied per share value range for each Augusta Gold Share. To determine the implied per share value range, NBF compared selected financial and operational data of Augusta Gold with similar data for selected publicly traded companies that are engaged in businesses which NBF viewed to be analogous to Augusta Gold (taken as a whole), based on business characteristics, industry participation, operations, stage of development of projects and financial metrics. While the selected companies operate in a similar industry to that of Augusta Gold, NBF noted that none of the selected companies is identical to Augusta Gold, and certain of these companies may have characteristics that are materially different from those of Augusta Gold.

For each of the selected companies, NBF considered the multiple of EV to Resources, based on publicly available information and consensus research analyst estimates. The following table represents the results of this analysis:

Based on the results of this analysis, other factors that NBF considered appropriate and NBF’s professional judgment, NBF selected a multiple reference range of US$30.00 to US$60.00 for the EV to Resources ratio. NBF then applied this reference range to the estimate of Resources at Augusta Gold (which includes both the Bullfrog Gold Project and the Reward Gold Project), which Augusta Gold estimates to be approximately 1.93 million ounces of gold mineral resources. As a result, NBF estimated the implied value range for Augusta Gold to be approximately US$58 million to US$116 million. NBF then adjusted this implied range by adding approximately US$1 million of cash and subtracting approximately US$33 million of indebtedness and US$8 million of general and administrative expenses (calculated as the present value of approximately US$1.2 million of estimated annual general and administrative expenses over a 10-year period using a discount rate of 7%). Assuming approximately 86.6 million Augusta Gold Shares on a fully diluted basis and a U.S. to Canadian dollar exchange ratio of C$1.37 per U.S. dollar, NBF estimated the implied per share value range for each Augusta Gold Share to be C$0.40 to C$1.32.

Premium Analysis

NBF considered the range of premia associated with the acquisition of control of selected Canadian public companies since 2010 with an equity value between US$100 million to US$500 million. The following table represents the results of this analysis:

Based on the results of this analysis and other factors that NBF considered appropriate, NBF selected a control premium range of 30% to 50%, based on its professional judgment. NBF applied this control premium range to (i) the closing share price of Augusta Gold on July 15, 2025, (ii) the 20-day VWAP of Augusta Gold shares for the period ended July 15, 2025, and (iii) the implied per share value ranges for each Augusta Gold Share that resulted from the sum-of-the-parts approach and the enterprise value / resource approach described above. The following table represents the results of this analysis, which NBF then compared to the Merger Consideration of C$1.70 per Augusta Gold Share:

Precedent Transaction Analysis

Sum-of-the-Parts Approach

NBF used a sum-of-the-parts approach analysis to determine the implied per share value range for each Augusta Gold Share, based on the summation of the respective implied per share value ranges that correspond to the Reward Gold Project and the Bullfrog Gold Project and after making certain corporate adjustments.

To determine the implied per share value range for each of the Reward Gold Project and the Bullfrog Gold Project, NBF compared selected financial and operational data of Augusta Gold that pertained to the Reward Gold Project and the Bullfrog Gold Project, respectively, with similar data for selected public market M&A transactions involving companies that NBF viewed to be analogous to the Reward Gold Project or the Bullfrog Gold Project, based on business characteristics, industry participation, operations, stage of development and financial metrics. While the selected precedent transactions involved companies that operated in a similar industry to that of Augusta Gold, NBF noted that none of the selected target companies or their operations is identical to Augusta Gold, the Reward Gold Project or the Bullfrog Gold Project and certain of these target companies and projects may have characteristics that are materially different from those of Augusta Gold, the Reward Gold Project or the Bullfrog Gold Project.

Reward Gold Project

With respect to the Reward Gold Project, for each of the selected public market M&A transactions NBF considered the multiple of equity value (“Applicable Price”) (defined as the total number of outstanding shares of the target company multiplied by the offer price of the target company implied by the transaction) to the NAV for the fiscal year in which the closing of such transaction occurred (or is expected to occur), based on publicly available information and consensus research analyst estimates. The following table represents the results of this analysis:

Based on the results of this analysis, other factors that NBF considered appropriate and NBF’s professional judgment, NBF selected a multiple reference range of 0.35x to 0.70x for the Applicable Price to NAV ratio. NBF then applied this reference range to both the Reward Gold Project Base Case and Reward Gold Project Alternate Case estimates of NAV included in the Management Projections, which were equal to US$170 million and US$198 million, respectively. As a result, NBF estimated the implied value range for the Reward Gold Project to be approximately US$59 million to US$119 million (assuming the Reward Gold Project Base Case) and US$69 million to US$138 million (assuming the Reward Gold Project Alternate Case).

Bullfrog Gold Project

With respect to the Bullfrog Gold Project, for each of the selected public market M&A transactions NBF considered the multiple of enterprise value EV to Resources, based on publicly available information and consensus research analyst estimates. The following table represents the results of this analysis:

Based on the results of this analysis, other factors that NBF considered appropriate and NBF’s professional judgment, NBF selected a multiple reference range of US$15.00 to US$60.00 for the EV to Resources ratio. NBF then applied this reference range to the estimate of Resources at the Bullfrog Gold Project, which Augusta Gold estimates to be approximately 1.47 million ounces of gold mineral resources. As a result, NBF estimated the implied value range for the Bullfrog Gold Project to be approximately US$22 million to US$88 million.

Based on the foregoing analyses regarding the Reward Gold Project and the Bullfrog Gold Project, NBF estimated the aggregate implied value range for Augusta Gold to be approximately US$81 million to US$207 million (assuming the Reward Gold Project Base Case) and approximately US$91 million to US$227 million (assuming the Reward Gold Project Alternate Case). NBF then adjusted these implied ranges by adding approximately US$1 million of cash and subtracting approximately US$33 million of indebtedness and US$8 million of general and administrative expenses (calculated as the present value of approximately US$1.2 million of estimated annual general and administrative expenses over a 10-year period using a discount rate of 7%). Assuming approximately 86.6 million Augusta Gold Shares on a fully diluted basis and a U.S. to Canadian dollar exchange ratio of C$1.37 per U.S. dollar, NBF estimated the implied per share value range for each Augusta Gold Share to be C$0.64 to C$2.63 (assuming the Reward Gold Project Base Case) and C$0.80 to C$2.94 (assuming the Reward Gold Project Alternate Case).

Enterprise Value / Resource Approach

NBF used an enterprise value / resource approach analysis to determine the implied per share value range for each Augusta Gold Share. To determine the implied per share value range, NBF compared selected financial and operational data of Augusta Gold with similar data for selected public market M&A transactions involving companies which NBF viewed to be analogous to Augusta Gold (taken as a whole), based on business characteristics, industry participation, operations, stage of development of projects and financial metrics. While the selected precedent transactions involved companies that operated in a similar industry to that of Augusta Gold, NBF noted that none of the selected target companies is identical to Augusta Gold and certain of these target companies may have characteristics that are materially different from those of Augusta Gold.

For each of the selected public market M&A transactions NBF considered the multiple of EV to Resources, based on publicly available information and consensus research analyst estimates. The following table represents the results of this analysis:

Based on the results of this analysis, other factors that NBF considered appropriate and NBF’s professional judgment, NBF selected a multiple reference range of US$30.00 to US$100.00 for the EV to Resources ratio. NBF then applied this reference range to the estimate of Resources at Augusta Gold (which includes both the Bullfrog Gold Project and the Reward Gold Project), which Augusta Gold estimates to be approximately 1.93 million ounces of gold mineral resources. As a result, NBF estimated the implied value range for Augusta Gold to be approximately US$58 million to US$193 million. NBF then adjusted this implied range by adding approximately US$1 million of cash and subtracting approximately US$33 million of indebtedness and US$8 million of general and administrative expenses (calculated as the present value of approximately US$1.2 million of estimated annual general and administrative expenses over a 10-year period using a discount rate of 7%). Assuming approximately 86.6 million Augusta Gold Shares on a fully diluted basis and a U.S. to Canadian dollar exchange ratio of C$1.37 per U.S. dollar, NBF estimated the implied per share value range for each Augusta Gold Share to be C$0.40 to C$2.54.

Miscellaneous

Augusta Gold has agreed to pay NBF for its financial advisory services in connection with the proposed Merger an aggregate fee of approximately US$1.75 million, of which US$750,000 was payable upon NBF’s delivery of its opinion and approximately US$1 million will be payable contingent upon the consummation of the Merger. In addition, Augusta Gold has agreed to reimburse NBF for reasonable expenses, up to US$100,000, including reasonable fees and expenses of counsel, up to US$25,000, incurred in connection with NBF’s engagement and to indemnify NBF and certain related parties against certain potential liabilities, including liabilities under U.S. federal securities laws, that might arise out of NBF’s engagement.

As of the date of NBF’s opinion, neither NBF nor any of its affiliates was an insider or Affiliate of Augusta Gold, AngloGold Ashanti or any of their respective Affiliates, collectively referred to as the “Interested Parties”.

NBF had not been engaged to provide any financial advisory services nor had it participated in any financings involving the Interested Parties within the two-year period prior to the date of NBF’s opinion, other than having acted as financial advisor to Augusta Gold and the Augusta Gold Board pursuant to NBF’s engagement in connection with the Merger.

Other than as set forth above, as of the date of NBF’s opinion, there were no understandings, agreements or commitments between NBF and any of the Interested Parties with respect to future business dealings. NBF may, in the future, in the ordinary course of business, provide financial advisory, investment banking or other financial services to one or more of the Interested Parties from time to time.

NBF and certain of its affiliates act as traders and dealers, both as principal and agent, in major financial markets and, as such, may have had and may in the future have positions in the securities of one or more of the Interested Parties and, from time to time, may have executed or may execute transactions on behalf of one or more Interested Parties for which NBF or such affiliates received or may receive compensation. As investment dealers, NBF and certain of its affiliates conduct research on securities and may, in the ordinary course of business, provide research reports and investment advice to clients on investment matters, including with respect to one or more of the Interested Parties or the Merger. In addition, National Bank of Canada, referred to as NBC, of which NBF is a wholly owned subsidiary, or one or more affiliates of NBC, may provide banking or other financial services to one or more of the Interested Parties in the ordinary course of business.

Projected Financial Information

NBF was provided with certain financial projections of the Company’s management regarding the Company’s mining models for the Reward Gold Project Base Case and the Reward Gold Project Alternate Case for their respective use and reliance in connection with their financial analysis and opinion described under “—Opinion of the Financial Advisor to Augusta Gold”. These projections were derived by the Company’s management from the detailed economic assessment set forth in the technical report for the Reward Gold Project prepared for Augusta Gold in accordance with NI 43-101 and S-K 1300 which are publicly available on the Company’s website (the technical reports and the Company’s website are referenced for informational purposes only and are not incorporated herein by reference).

The following sets forth the material financial projections provided to and relied upon by NBF in connection with their respective financial analyses and opinions (the “Management Projections”):

Reward Gold Project Base Case Summary (Prior to Adjustments by NBF)

Reward Gold Project Base Case - Annual Projections

Based upon the financial projections set forth above as prepared by Augusta Gold, NBF made various adjustments to the projections for the purposes of its opinion, including the application of consensus commodity prices and modification of discounting dates and discounting rates as it deemed appropriate to arrive at the Reward Gold Project Base Case, which was reviewed with, and approved for NBF’s use by, Augusta Gold’s management.

Reward Gold Project Base Case Projections (After Adjustment by NBF)

Reward Gold Project Alternate Case Summary (Prior to Adjustments by NBF)

Reward Gold Project Alternate Case - Annual Projections

Based upon the financial projections set forth above as prepared by Augusta Gold, NBF made various adjustments to the projections for the purposes of its opinion, including the application of consensus commodity prices and modification of discounting dates and discounting rates as it deemed appropriate to arrive at the Reward Gold Project Alternate Case, which was reviewed with, and approved for NBF’s use by, Augusta Gold’s management.

Reward Gold Project Alternate Case Projections (After Adjustment by NBF)

The projections set forth above were prepared by Augusta Gold and were based on estimates and assumptions by Augusta Gold at the time of their preparation. Except to the extent required by applicable law, Augusta Gold does not have any obligation to update the projections included in this Proxy Statement in order to reflect circumstances existing after the date when such projections were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such projections are no longer appropriate, and Augusta Gold has not done so or does not intend to do so. The inclusion of these projections should not be regarded as an indication that any of Augusta Gold, the AngloGold Ashanti Group, their respective advisors or any other recipient of this information considered, or now considers, them to be necessarily predictive of actual future results. There can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than estimated. Since the projections cover multiple years, such information by its nature becomes less predictive with each successive year. The projections were not prepared or compiled and extrapolated, as applicable, with a view toward public disclosure. Furthermore, the projections do not take into account any circumstances or events occurring after the date on which they were prepared or compiled and extrapolated, as applicable. No assurances can be given that the estimates and assumptions made in preparing or extrapolating, as applicable, the projections will reflect actual future conditions. There can be no assurance that the underlying assumptions or projected results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the projections, whether or not the Merger is completed.

For the reasons described above, readers of this Proxy Statement are cautioned not to place undue reliance on the projections set forth above. No representation is made by Augusta Gold or the AngloGold Ashanti Group or any other person to any Stockholder or any other person regarding the projections.

Interests of Augusta Gold Directors and Executive Officers in the Merger

In considering the recommendations of the Audit Committee and the Augusta Gold Board that you vote to approve the Merger Proposal, you should be aware that the Augusta Gold directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of Stockholders generally and that may present actual or potential conflicts of interest. The Audit Committee was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in making its recommendation to the Augusta Gold Board, which was also aware of these interests and considered them, among other matters, when approving the Merger Agreement and the Merger and when making its recommendation to the Stockholders that the Merger Proposal be approved. See “The Merger—Background of the Merger” beginning on page 16, and “The Merger—Reasons for the Merger—Considerations of the Audit Committee” beginning on page 22.

These interests are described below. Stockholders should take these interests into account in deciding whether to vote FOR the Merger Proposal. In accordance with SEC rules, this discussion is also required to cover former Augusta Gold directors and executive officers who served in such capacity at any time since January 1, 2024, which consists of Ms. Poonam Puri (former director), Mr. Michael McClelland (former Chief Financial Officer) and Mr. James Wickens (former Vice President, Operations). Because Ms. Puri and Messrs. McClelland and Wickens no longer serve as a director or executive officer of Augusta Gold and, to Augusta Gold’s knowledge, other than vested stock options held by Ms. Puri, do not have any interests in the Merger that are different from those of a Stockholder, they have generally been omitted from the disclosure below.

Change of Control Severance

Each executive officer of Augusta Gold, other than Messrs. Warke and Minnick, is party to an employment or letter agreement with Augusta Gold that provides for a severance payment if the applicable executive’s employment is terminated without cause or he or she resigns for any reason within six months following a change in control of Augusta Gold (and the Merger will constitute a change in control); provided that, in the case of Messrs. Taylor and Pappas, to ensure compliance with U.S. tax law, such resignation may not be later than February 1 of the year following the year in which the Effective Time occurs. As each such executive officer is expected to resign at the Effective Time, it is anticipated that these payments will be triggered at the Effective Time. The severance payment is equal to two times (1.5 times in the case of Mr. Pappas) the sum of the executive’s base salary and target bonus amount, and in the case of Ms. Parikh and Mr. Ladner, will be prorated to reflect time spent by Ms. Parikh and Mr. Ladner on Augusta Gold matters over the 12 months preceding Closing. Receipt of severance in each case is also conditioned on the applicable executive executing a release of claims in favor of Augusta Gold. In the case of Mr. Taylor, his agreement provides for a reduction in the severance and other payments he would receive in connection with a change in control (including the Merger) to the extent such a reduction would result in a greater after-tax amount to be received by Mr. Taylor.

Mr. Minnick is party to a consulting agreement with Augusta Gold that provides for a severance payment if his consulting agreement is terminated for any reason following a change in control that is equal to two times the consulting fee earned by Mr. Minnick over the 12 months preceding such change in control. As Mr. Minnick’s consulting agreement is expected to be terminated at the Effective Time, it is anticipated that this payment to him will be triggered at the Effective Time.

The following sets forth the severance payments that will be paid if the Merger is consummated and each of the executive officers resigned his or her employment, and Mr. Minnick’s consulting agreement is terminated, immediately following such consummation. In the case of Ms. Parikh and Mr. Ladner, the proration factor is assumed to be 35%. In the case of Mr. Minnick, the amount is estimated based on the consulting fee earned by Mr. Minnick for the 12 months ended July 31, 2025.

Success Fees

Augusta Capital Corporation, a private company 100% beneficially held by Mr. Warke, Executive Chairman of Augusta Gold, is party to a consulting agreement with the Company. Under the terms of the consulting agreement, upon a change in control of the Company (which the Merger will constitute), Augusta Capital Corporation (and therefore Mr. Warke) is entitled to a success fee in the amount of C$1,785,000. In addition, if Mr. Warke’s consulting agreement is terminated for any reason, he is entitled to a 30-day notice period, or payment in lieu of notice equal to C$29,167.

Accelerated Options and Option Payments

Pursuant to the terms of the Merger Agreement and the treatment of the Augusta Gold Options thereunder, the directors and executive officers of Augusta Gold will have the vesting of their options accelerated and will receive cash payments for their in-the-money Augusta Gold Options equal to the Option Consideration. For out-of-the-money Augusta Gold Options granted under the 2021 Equity Incentive Plan, the directors and executive officers will receive an amount equal to the Black-Scholes value of such Augusta Gold Options, while all other out-of-the-money Augusta Gold Options will be canceled for no consideration. The following sets forth the number of Augusta Gold Options held by directors and executive officers and their exercise prices, the number of Augusta Gold Options for which vesting is being accelerated and the cash value to be received by such director or executive officer upon the Closing.

The following assumes that no additional Augusta Gold Options are exercised, canceled, forfeited or granted, and that none of the currently unvested options vest, between the date of this Proxy Statement and the Closing.

Warrant Payment

Pursuant to and in accordance with the Warrant Cancellation Agreement, each outstanding Augusta Gold 2024 Warrant or a portion thereof outstanding immediately prior to the Effective Time that has a per share exercise price that is less than the Merger Consideration will be canceled and extinguished at the Effective Time and converted into the right to receive cash in an amount equal to the Augusta Gold 2024 Warrant Consideration. Based on the 300,000 Augusta Gold 2024 Warrants with an exercise price of C$0.62 that Mr. Taylor holds as of the date of this Proxy Statement, he would receive Augusta Gold 2024 Warrant Consideration of C$324,000.

Settlement of Debt

As a result of the Merger, at the Effective Time, in accordance with its terms, the Secured Note held by Augusta Investments Inc., a company wholly owned by Mr. Warke will become due and payable in full. Additionally, as a result of the Merger, at the Effective Time, in accordance with its terms, the unsecured promissory note of Mr. Taylor will become due and payable in full. The aggregate principal amount and unpaid accrued interest under the Secured Loan Documents and Unsecured Loan Documents amounted to a total of approximately US$34,980,678 million on June 30, 2025. Parent has agreed to provide, or cause to be provided, at or prior to Closing, all funds required substantially concurrently with the Closing to effect the repayment under the Secured Loan Documents and the Unsecured Loan Documents.

The following sets forth the amount to be repaid to Augusta Investments Inc. and Mr. Taylor calculated assuming interest payable through an estimated Effective Time of October 31, 2025:

Notes:

Certain Effects of the Merger

If the Merger is consummated, at the Effective Time, Merger Sub will be merged with and into Augusta Gold, with Augusta Gold surviving the merger as the Surviving Corporation and as a wholly-owned subsidiary of Parent and an indirect wholly-owned subsidiary of AngloGold Ashanti. You will not be entitled to receive shares in the Surviving Corporation.

Following the Effective Time, the Augusta Gold Shares (i) will be delisted from the TSX, (ii) will cease to be quoted on the OTCQB, and (iii) will be deregistered under the Exchange Act. Further, Augusta Gold will suspend its reporting obligations under Section 15(d) of the Exchange Act and, assuming receipt of an order granted under Canadian Securities Laws that it has ceased to be a reporting issuer, will cease to be a reporting issuer under Canadian Securities Laws in each of the provinces and territories in which it is a reporting issuer, and will no longer be subject to the disclosure requirements of a reporting issuer under Canadian Securities Laws.

Augusta Gold Shares

At the Effective Time by virtue of the Merger without any further action of the part of Parent, Merger Sub, the Company or the any Stockholder, each issued and outstanding Augusta Gold Share (other than shares owned by Parent, Merger Sub or any of their respective subsidiaries (which shares will be canceled) and shares with respect to which appraisal rights are properly exercised and not withdrawn under the NRS), will automatically be converted into the right to receive C$1.70 in cash, without interest, subject to any applicable withholding taxes required by applicable legal requirements.

Augusta Gold Options

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 Augusta Gold Option that has a per share exercise price that is less than the Merger Consideration and that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the Option Consideration.

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 Augusta Gold Option granted under the 2021 Equity Incentive Plan that has a per share exercise price that is equal to or more than the Merger Consideration that is then outstanding as of immediately prior to the Effective Time will be canceled and the holder thereof shall receive the value of such Augusta Gold Option as determined in accordance with the Black-Scholes Option Pricing Model. Any other Augusta Gold Option outstanding as of immediately prior to the Effective Time and with a per share exercise price equal to or more than the Merger Consideration will be canceled for no consideration as of the Effective Time.

The Augusta Gold Equity Plans (and any previous amendments and restatements of such plans) and all Augusta Gold Options, and any related agreements, will be terminated and neither the AngloGold Ashanti Group nor Augusta Gold, nor any other person, shall have any liabilities or obligations with respect thereto, except for the payment of the Option Consideration or the amount determined in accordance with the Black-Scholes Option Pricing Model, as applicable.

Augusta Gold Warrants

Pursuant to and in accordance with the Warrant Cancellation Agreement, each outstanding Augusta Gold 2024 Warrant or a portion thereof outstanding immediately prior to the Effective Time that has a per share exercise price that is less than the Merger Consideration will be canceled and extinguished at the Effective Time and converted into the right to receive cash in an amount equal to the product obtained by multiplying (i) the total number of Augusta Gold Shares subject to each such Augusta Gold 2024 Warrant immediately prior to the Effective Time and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price payable per Augusta Gold Share under such Augusta Gold 2024 Warrant.

In accordance with their terms, at the Effective Time the Augusta Gold 2023 Warrants will become exercisable for the Merger Consideration of C$1.70. There will be no adjustment to the exercise price of the Augusta Gold 2023 Warrants, which will remain C$2.30 per Augusta Gold Share. Unless exercised, the Augusta Gold 2023 Warrants will remain outstanding following the Merger until they expire pursuant to their terms in January 2026.

Delisting; Deregistration

The Augusta Gold Shares are registered under Section 12(g) of the Exchange Act. Augusta Gold is a “reporting issuer” as defined under Canadian Securities Laws in each of the provinces and territories in which it is a reporting issuer. The Augusta Gold Shares are quoted for trading on the OTCQB under the symbol “AUGG” and are traded on the TSX under the symbol “G”.

Following the Effective Time, the Augusta Gold Shares (i) will be delisted from the TSX, (ii) will cease to be quoted on the OTCQB, and (iii) will be deregistered under the Exchange Act. Further, Augusta Gold will suspend its reporting obligations under Section 15(d) of the Exchange Act and, assuming receipt of an order granted under Canadian Securities Laws that it has ceased to be a reporting issuer, will cease to be a reporting issuer under Canadian Securities Laws in each of the provinces and territories in which it is a reporting issuer, and will no longer be subject to the disclosure requirements of a reporting issuer under Canadian Securities Laws.

Effects on the Company if the Merger is not Consummated

In the event that the Stockholder approval of the Merger Proposal is not obtained or if the Merger is not consummated for any other reason, the Stockholders will not receive any payment for their Augusta Gold Shares in connection with the Merger. Instead, Augusta Gold will remain an independent public company, the Augusta Gold Shares will continue to be listed and traded on the TSX and quoted on the OTCQB, Augusta Gold Shares will continue to be registered under the Exchange Act, Augusta Gold will continue to file periodic reports with the SEC and the Canadian Securities Regulators and Stockholders will continue to own their Augusta Gold Shares and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Augusta Gold Shares, including among other things, general industry, economic and market conditions.

If the Merger is not consummated there is no assurance as to the effect of these risks and opportunities on the future value of your Augusta Gold Shares, including the risk that the market price of Augusta Gold Shares may decline to the extent the current market price of Augusta Gold Share reflects a market assumption that the Merger will be consummated. If the merger is not consummated, from time to time, Augusta Gold Board will evaluate and review our business operations, properties, divided policy and capitalization, among other things, make such changed as are deemed appropriate and continue to seek to identify alternatives to maximize Stockholder value. If the Merger is not consummated, there is no assurance that any other transaction acceptable to Augusta Gold will be offered or that the business, operations, financial condition, earnings or prospects of Augusta Gold will not be adversely impacted. Pursuant to the Merger Agreement, under certain circumstances Augusta Gold is permitted to terminate the Merger Agreement in order to enter into an alternative transaction. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 72.

Under certain circumstances, if the Merger is not consummated, Augusta Gold may be obligated to pay Parent a US$3.6 million termination fee, as described in “The Merger Agreement—Termination Fee” beginning on page 72.

Financing

There is no financing condition to the consummation of the Merger. Parent has represented that it has access to sufficient financial resources, and at Closing, will have sufficient cash to enable Merger Sub and the Surviving Corporation to (i) make the payment of the aggregate Merger Consideration, (ii) pay all amounts payable in respect of Augusta Gold Options and Augusta Gold Warrants, including any withholding amounts, (iii) pay all amounts necessary to repay any outstanding indebtedness of the Acquired Companies required to be repaid by the Merger Agreement in connection with the Closing pursuant the Pay-Off Letters and (iv) pay all fees, costs and expenses to be paid at Closing by any Acquired Company, Parent or Merger Sub in connection with consummation of the Merger.

Appraisal and Dissenters’ Rights

Under the Nevada Dissenters’ Rights Statutes (NRS 92A.300 through NRS 92A.500, inclusive), which are reproduced in their entirety as Annex “E” to this Proxy Statement, any Stockholder who does not vote in favor of the Merger and who timely delivers to Augusta Gold, before the Stockholder vote on the Merger Proposal at the Special Meeting, a written notice of its intent to assert dissenters’ rights, will have the right to dissent from the Merger and, in lieu of receiving the Merger Consideration with respect to the Augusta Gold Shares, obtain payment of the fair value (as defined in NRS 92A.320) of the Augusta Gold Shares, but only if the stockholder complies with all other applicable requirements under the Nevada Dissenters’ Rights Statutes. The Merger must also be approved by the Stockholders at the Special Meeting in order for a dissenting Stockholder to obtain payment of fair value under the Nevada Dissenters’ Rights Statutes. If the Merger is approved and the Merger is consummated, the Surviving Corporation will comply with the applicable provisions of the Nevada Dissenters’ Rights Statutes, including by providing the dissenters’ notice described in NRS 92A.430. For additional information, see “The Special Meeting—Appraisal and Dissenters’ Rights”