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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported): September 6, 2023
AUGUSTA GOLD CORP.
(Exact name of registrant as specified in its charter)
Delaware | |
000-54653 | |
41-2252162 |
(State or other jurisdiction
of incorporation) | |
(Commission
File Number) | |
(IRS Employer
Identification No.) |
Suite 555 - 999 Canada Place, Vancouver, BC,
Canada | |
V6C 3E1 |
(Address of principal executive offices) | |
(Zip Code) |
Registrant’s telephone number, including area
code: (604) 687-1717
_____________________________________________
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act: None
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
On September 6, 2023,
Augusta Gold Corp. a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Plan
of Merger”), by and between the Company and Augusta Gold Corp., a Nevada corporation and a wholly owned subsidiary of the Company
(“Augusta Nevada”), pursuant to which the Company will be reincorporated from Delaware to Nevada (the “Reincorporation”).
The Plan of Merger was adopted and approved by the board of directors of the Company (the “Board”) by unanimous written
consent on July 25, 2023.
Consummation of the Reincorporation
was subject to the adoption and approval of the Plan of Merger by the holders of a majority of the outstanding common stock of the Company,
which was obtained at the Company’s stockholder meeting on September 7, 2023. The Company intends to consummate the Reincorporation
as soon as practicable following receipt of any necessary regulatory approvals; provided, however, that the Plan of Merger may be terminated
by action of the Board, at any time prior to the effective time of the Reincorporation if the Board determines for any reason that such
termination would be in the best interests of the Company and its stockholders.
Following consummation
of the Reincorporation, the Company’s corporate existence will be governed by the laws of the State of Nevada. Other than the change
in the state of incorporation, the Reincorporation will not result in any change in the business, physical location, management, assets,
liabilities or net worth of the Company, nor will it result in any change in location of the Company’s employees, including the
Company’s management.
The Reincorporation will
not alter any stockholder’s percentage ownership interest or number of shares owned in the Company. The stockholders need not exchange
existing stock certificates for stock certificates of the Nevada corporation.
The foregoing summary
of the Plan of Merger does not purport to be complete and is qualified in its entirety by reference to the actual Plan of Merger, which
is filed as Exhibit 2.1 hereto, and which is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Results of Annual General Meeting of Shareholders
On September 7, 2023,
Augusta Gold Corp. (the “Company’) held its annual general meeting of shareholders (the “Meeting”). A total of
49,365,972 common shares in the capital of the Company (“Common Shares”) were represented at the Meeting, being 57.45% of
the Company’s issued and outstanding voting stock on the record date for the Meeting.
All matters presented
for approval at Meeting were approved and all nominees as directors to the Board of Directors of the Company were elected.
Detailed results for
the ballot votes are as follows:
Election of Directors |
Votes For |
Votes Withheld |
Broker Non-Votes |
Richard Warke |
45,359,936 |
28,386 |
3,977,650 |
Donald Taylor |
45,362,678 |
25,644 |
3,977,650 |
Lenard Boggio |
45,342,308 |
46,014 |
3,977,650 |
John Boehner |
45,290,762 |
97,560 |
3,977,650 |
Daniel Earle |
45,348,272 |
40,050 |
3,977,650 |
Poonam Puri |
45,333,296 |
55,026 |
3,977,650 |
Proposal |
Votes For |
Against |
Abstain |
Broker Non-Votes |
Ordinary resolution to appoint Davidson & Company LLP as Auditors of the Company for the ensuing year and authorizing the directors to fix their remuneration. |
49,341,583 |
17,874 |
6,515 |
0 |
Proposal |
Votes For |
Against |
Abstain |
Broker Non-Votes |
Ordinary resolution to approve, on an advisory, non-binding basis, the resolutions regarding the compensation of the Company’s named executive officers as described in the management information circular and proxy statement for the Meeting (the “Proxy Statement”). |
45,202,366 |
73,227 |
112,729 |
3,977,650 |
Proposal |
Votes For |
Against |
Abstain |
Broker Non-Votes |
Ordinary resolution to approve the Agreement and Plan of Merger (the “Merger Agreement”) set forth as Appendix B to the Proxy Statement and the reincorporation of the Company in the State of Nevada pursuant to a merger with and into a wholly-owned subsidiary of the Company as set forth in the Merger Agreement and as more particularly set out in the Proxy Statement |
45,356,010 |
26,181 |
6,131 |
3,977,650 |
Forward-Looking Statements
This Current Report on
Form 8-K and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Forward-looking statements can be identified by words such as: “believe,”
“expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,”
“positioned,” “future,” “forecast,” “intend,” “plan,” “project,”
“outlook” and other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. Forward-looking statements include, among others, statements made in this Current Report regarding the proposed Plan of Merger
including the expected timing of the Reincorporation. We caution that we cannot assume that
such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference
include, without limitation: risks related to our Board determining that the Reincorporation is no longer in the best interests of our
stockholders. You are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements are made
only as of the date hereof. We do not undertake any obligation to update any such statements except as required by law.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirement of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
AUGUSTA GOLD CORP. |
|
|
|
Date: September 8, 2023 |
By: |
/s/ Tom Ladner |
|
Name: |
Tom Ladner |
|
Title: |
VP Legal |
Exhibit 2.1
Agreement
and plan of Merger
This Agreement and Plan of
Merger (“Agreement”), is effective as of September 6, 2023, by and between Augusta Gold Corp., a Delaware corporation
(“Merging Corporation”), and Augusta Gold Corp., a Nevada corporation and wholly-owned subsidiary of Merging Corporation
(the “Surviving Corporation”), pursuant to Section 253 of the General Corporation Law of the State of Delaware (the
“DGCL”) and Chapter 92A.190 of the Nevada Revised Statutes (the “NRS”). Surviving Corporation and
Merging Corporation are sometimes referred to herein collectively as the “Constituent Entities”.
RECITALS
WHEREAS, Merging Corporation,
duly incorporated and existing under the laws of the State of Delaware, desires to reincorporate as a Nevada corporation and has formed
Surviving Corporation in order to effectuate such reincorporation;
WHEREAS, the board of directors
of each of Merging Corporation and Surviving Corporation deems it advisable, fair to and in the best interests of such corporations and
their respective stockholders that Merging Corporation be merged with and into Surviving Corporation, upon the terms and subject to the
conditions herein stated, and that Surviving Corporation be the surviving corporation after such merger (the “Merger”);
WHEREAS, the board of directors
and stockholders of each of Merging Corporation and Surviving Corporation have approved this Agreement and the Merger pursuant to the
DGCL and the NRS, as applicable, and all other applicable laws and regulations; and
WHEREAS, the Merger is intended
to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as
amended (including the Treasury Regulations in effect thereunder, the “Code”).
NOW, THEREFORE, in consideration
of the premises and the agreements of the parties hereto contained herein, intending to be legally bound, the parties hereto agree as
follows:
ARTICLE I
MERGER AND RELATED MATTERS
1.1 Upon the terms and
subject to the conditions of this Agreement, Merging Corporation and Surviving Corporation shall cause the Merger to be consummated by
causing the articles of merger (or equivalent documents) (the “Nevada Articles of Merger”) to be duly prepared and
executed in accordance with the NRS and filed with the Secretary of State of the State of Nevada and shall cause the certificate of merger
(or equivalent documents) to be duly prepared and executed in accordance with the DGCL and filed with the Secretary of State of the State
of Delaware (the “Delaware Certificate of Merger”, and together with the Nevada Articles of Merger, the “Merger
Certificates”) as soon as practicable on or after the Closing Date (as defined in Section 2 hereof). The Merger shall become
effective upon the date and time specified in the Merger Certificates (the “Effective Time”).
1.2 At the Effective Time,
Merging Corporation shall merge with and into Surviving Corporation, whereupon the separate existence of Merging Corporation shall cease
to exist. Surviving Corporation shall succeed to, and shall possess and be vested with, as applicable, without further act, deed or other
transfer, all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities, authority and
powers of Merging Corporation, and shall assume and be subject to all of the liabilities, obligations and restrictions of every kind and
description of Merging Corporation, including, without limitation, all outstanding indebtedness of Merging Corporation. All property of
every description and every interest therein of Merging Corporation on whatever account shall thereafter be deemed to be held by or transferred
to, as the case may be, and vested in, Surviving Corporation. Surviving Corporation shall thenceforth be responsible and liable for all
the liabilities and obligations of Merging Corporation, including, but not limited to, all federal, state and local laws, rules and regulations
that were applicable to Merging Corporation immediately prior to the Effective Time (only to the extent such laws, rules and regulations
continue to be applicable to the business, operations and securities of Surviving Corporation); and any claim existing or action or proceeding
pending by or against any of Merging Corporation may be prosecuted to judgment as if the Merger had not taken place, or the Surviving
Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of Merging Corporation
shall be impaired by the Merger. From time to time prior to the Effective Time, as and when required by the Surviving Corporation or by
its successors and assigns, Merging Corporation shall execute and deliver, or cause to be executed and delivered, all such deeds and other
instruments and will take or cause to be taken such further or other action as the Surviving Corporation may deem necessary in order to
carry out the intent and purposes of this Agreement.
1.3 Surviving Corporation shall
maintain a copy of this Agreement at its principal executive office and shall provide a copy of this Agreement to the shareholders of
any of the Constituent Entities upon written request by such shareholders and without charge.
ARTICLE II
CLOSING; REPRESENTATIONS AND WARRANTIES
2.1 The Closing. The
closing of the Merger (the “Closing”) shall, unless otherwise agreed, take place at the offices of Dorsey & Whitney
LLP, 1400 Wewatta St #400, Denver, Colorado 80202 at 10:00 A.M., local time, on the day which the last of the conditions set forth in
Article 4 hereof is fulfilled or waived (subject to applicable law), or at such other time and place and on such other date as the parties
hereto shall mutually agree (the “Closing Date”).
2.2 Representations and
Warranties of Merging Corporation. Merging Corporation represents and warrants to Surviving Corporation as follows:
(a) Merging Corporation is
a corporation duly incorporated, validly existing, and in good standing under the laws of the state of its organization, has all requisite
power and authority to own, lease, and operate its properties and to carry on its business as now being conducted, and is duly qualified
and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership, or
leasing of its properties, makes such qualifications necessary, other than in such jurisdictions where the failure so to qualify could
not reasonably be expected to have a material adverse effect with respect to Merging Corporation.
(b)(i) Merging Corporation
has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary
action on the part of Merging Corporation. This Agreement has been duly executed and delivered by Merging Corporation and assuming that
this Agreement constitutes the valid and binding agreement of Surviving Corporation, constitutes a valid and binding obligation of Merging
Corporation enforceable in accordance with its terms, except that the enforcement hereof may be limited to: (A) bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general
principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
(b)(ii) The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby by Merging Corporation will not conflict with, or result
in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation
or acceleration of any obligation (any such conflict, violation, default, right of termination, cancellation or acceleration, a “Violation”),
pursuant to any provision of the certificate of incorporation or by-laws of Merging Corporation, each as amended to date, result in any
Violation of any agreement to which Merging Corporation is a party, or any law applicable to Merging Corporation or its assets, in each
case which could reasonably be expected to have a material adverse effect with respect to Merging Corporation.
(b)(iii) No consent, approval,
or authorization from any governmental authority is required by or with respect to Merging Corporation in connection with the execution
and delivery of this Agreement by Merging Corporation or the consummation by Merging Corporation of the transactions contemplated hereby,
except for the filing of the Merger Certificates.
2.3 Representations and
Warranties of Surviving Corporation. Surviving Corporation represents and warrants to Merging Corporation as follows:
(a) Surviving Corporation is
a corporation duly incorporated, validly existing, and in good standing under the laws of the state of its organization, has all requisite
power and authority to own, lease, and operate its properties and to carry on its business as now being conducted, and is duly qualified
and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership, or
leasing of its properties, makes such qualifications necessary, other than in such jurisdictions where the failure so to qualify could
not reasonably be expected to have a material adverse effect with respect to Surviving Corporation.
(b)(i) Surviving Corporation
has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary
action on the part of Surviving Corporation. This Agreement has been duly executed and delivered by Surviving Corporation and assuming
that this Agreement constitutes the valid and binding agreement of Merging Corporation, constitutes a valid and binding obligation of
Surviving Corporation enforceable in accordance with its terms, except that the enforcement hereof may be limited to: (A) bankruptcy,
insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally
and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
(b)(ii) The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby by Surviving Corporation will not conflict with, or result
in any Violation pursuant to any provision of the articles of organization or bylaws of Surviving Corporation, each as amended to date,
result in any Violation of any agreement to which Surviving Corporation is a party, or any law applicable to Surviving Corporation or
its assets, which could reasonably be expected to have a material adverse effect with respect to Surviving Corporation.
(b)(iii) No consent, approval,
or authorization from any governmental authority is required by or with respect to Surviving Corporation in connection with the execution
and delivery of this Agreement by Surviving Corporation, or the consummation by Surviving Corporation of the transactions contemplated
hereby, except for the filing of the Merger Certificates.
ARTICLE III
MANAGEMENT AND BUSINESS OF SURVIVING CORPORATION
3.1 Charter and Bylaws.
The articles of incorporation (the “Nevada Articles of Incorporation”) and bylaws (“Nevada Bylaws”)
of Surviving Corporation as in effect prior to the Effective Time shall be and remain the articles of incorporation and bylaws, respectively,
of Surviving Corporation.
3.2 Officers and Directors.
The officers and directors of Merging Corporation immediately prior to the Effective Time shall be the officers and directors of the Surviving
Corporation immediately after the Effective Time, each to hold office in accordance with the provisions of the NRS, all other applicable
laws and regulations, the Nevada Articles of Incorporation and the Nevada Bylaws.
3.3 Committees. Each
committee of the board of directors of Merging Corporation existing immediately prior to the Effective Time shall, effective as of, and
immediately following, the Effective Time, become a committee of the board of directors of Surviving Corporation, consisting of the members
of such committee of Merging Corporation immediately prior to the Effective Time and governed by the charter of such committee of Merging
Corporation in existence immediately prior to the Effective Time, which charter shall, at the Effective Time, become the charter of such
committee of Surviving Corporation.
3.4 Other Operations.
The corporate policies, employees, business, operations and material agreements and other relationships of Merging Corporation, effective
immediately prior to the Effective Time shall continue in all material respects as those of the Surviving Corporation immediately following
the Effective Time.
ARTICLE IV
CONDITIONS PRECEDENT TO MERGER
4.1 Conditions Precedent
to Obligations of each of the Constituent Entities. The respective obligations of the Constituent Entities to effect the Merger are
subject to the satisfaction or waiver at or prior to the Closing Date of each of the following conditions:
(a) This Agreement and the
Merger shall have been approved and adopted by the affirmative vote of the stockholders of each of the Constituent Entities pursuant to
the DGCL and the NRS, as applicable, the articles of incorporation, certificate of incorporation and bylaws, as applicable, of each of
the Constituent Entities, and all other applicable laws and regulations.
(b) No claim, action, suit,
proceeding, arbitration, or litigation has been threatened to be filed, has been filed or is proceeding which has arisen in whole or in
part out of, or pertaining to the performance of obligations hereunder or the consummation of the transactions contemplated hereby.
(c) No statute, rule, regulation,
or order of any kind shall have been enacted, issued, entered, promulgated or enforced by any governmental entity which prohibits the
consummation of the Merger and which is in effect at the Effective Time.
(d) Receipt of approval by
the Financial Industry Regulatory Authority, Inc. and the Toronto Stock Exchange of the provisions of this Agreement and the transactions
contemplated hereby.
4.2 Conditions to obligations
of Surviving Corporation. The obligations of Surviving Corporation to effect the Merger are subject to the satisfaction or waiver
at or prior to the Closing Date of each of the following conditions:
(a) The representations and
warranties of Merging Corporation set forth in this Agreement shall be true and correct, in all material respects, as of the date of this
Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.
(b) Merging Corporation shall
have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing
Date.
4.3 Conditions to Obligations
of Merging Corporation. The obligations of Merging Corporation to effect the Merger are subject to the satisfaction or waiver at or
prior to the Closing Date of each of the following conditions:
(a) The representations and
warranties of Surviving Corporation set forth in this Agreement shall be true and correct, in all material respects, as of the date of
this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.
(b) Surviving Corporation shall
have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing
Date.
ARTICLE V
CONVERSION OF MERGING CORPORATION SECURITIES
5.1 Conversion of Securities.
At the Effective Time, by virtue of the Merger and without any further action on the part of the Constituent Entities or the stockholders
of the Constituent Entities:
(a) Each one (1) share of common
stock, par value $0.0001 per share, of Merging Corporation outstanding immediately prior to the Effective Time (“Merging Corporation
Common Stock”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one
(1) fully paid and non-assessable share of common stock, par value $0.0001 per share, of Surviving Corporation (“Surviving Corporation
Common Stock”), and all outstanding shares of Merging Corporation Common Stock immediately prior to the Effective Time shall
be cancelled and retired and the certificates therefor, if any, shall be surrendered to Merging Corporation and cancelled, without the
issuance of any additional ownership interests thereof.
(b) At the Effective Time,
each option, warrant and other security or instrument of the Merging Corporation granting the holder thereof the right to acquire Merging
Corporation Common Stock (or other Merging Corporation securities) outstanding immediately prior to the Effective Time (collectively,
the “Merging Corporation Securities”) shall, by virtue of the Merger and without any action on the part of the holder
thereof, be converted into a corresponding option, warrant and other security or instrument of the Surviving Corporation granting the
holder thereof the right to acquire an equivalent number of shares of Surviving Corporation Common Stock (or other Surviving Corporation
securities) as the number of shares of Merging Corporation Common Stock underlying such Merging Corporation Securities (collectively,
the “Surviving Corporation Securities”). Notwithstanding any term of any agreement, instrument or other document to
which such Merging Corporation Securities was subject immediately prior to the Effective Time that provides otherwise, immediately following
the Effective Time, each of the Surviving Corporation Securities shall have the same terms and conditions as those of the applicable Merging
Corporation Securities, including any vesting and forfeiture conditions. Neither the execution of this Agreement, the consummation of
the Merger, nor any other transaction contemplated herein is intended, or shall be deemed, to constitute a “change in control”
(or term of similar import) under any agreement to which any Merging Corporation Securities is subject.
5.2 Cancellation of Merging
Corporation Securities. At the Effective Time, all rights with respect to the Merging Corporation Common Stock and the Merging Corporation
Securities shall cease and terminate, and the Merging Corporation Common Stock and the Merging Corporation Securities shall no longer
be deemed to be outstanding, whether or not the certificate(s), if any, representing such shares of capital stock have been surrendered
to Merging Corporation.
ARTICLE VI
TAX MATTERS
6.1 Plan of Reorganization.
This Agreement is intended to constitute a plan of reorganization for purposes of Treasury Regulations Section 1.368-2(g) and Sections
354, 361, and 368 of the Code, and the Merger is intended to constitute a reorganization under Section 368(a) of the Code. Each party
hereto shall perform, and shall cause its affiliates to perform, its United States federal income tax reporting and conforming state tax
reporting in accordance with such treatment unless otherwise required by a determination as defined in Section 1313(a) of the Code.
ARTICLE VII
MISCELLANEOUS
7.1 Governing Law. This
Agreement shall be governed by, enforced under and construed in accordance with the laws of the State of Nevada without giving effect
to any choice or conflict of law provision or rule thereof, and interpreted consistent with the intent that the Merger qualify as a “reorganization”
under, and within the meaning of, Section 368(a) of the Code.
7.2 Modification or Amendment.
Subject to the provisions of applicable law, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement; provided, however,
that an amendment made subsequent to the adoption of this Agreement by the stockholders of Merging Corporation shall not (a) alter or
change the amount or kind of shares and/or rights to be received in exchange for or on conversion of all or any of the shares of capital
stock or other securities of Merging Corporation, or (b) alter or change any provision of the Nevada Articles of Incorporation or Nevada
Bylaws that will become effective immediately following the Merger other than as provided herein. No amendment or waiver to this Agreement
shall be effective unless it is in writing, identified as an amendment or waiver to this Agreement and signed by an authorized representative
of each party hereto.
7.3 No Third-Party Beneficiaries.
This Agreement is not intended to confer upon any person other than the parties hereto any rights, benefits or remedies hereunder.
7.4 Expenses. If the
Merger becomes effective, Surviving Corporation shall assume and pay all expenses in connection therewith not theretofore paid by the
respective parties. If for any reason the Merger shall not become effective, Merging Corporation shall pay all expenses incurred in connection
with all the proceedings taken in respect of this Agreement or relating thereto.
7.5 Headings. The headings
herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect
any of the provisions hereof.
7.6 Entire Agreement.
This Agreement constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties
both written and oral, among the parties hereto, with respect to the subject matter hereof.
7.7 Severability. If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of such parties as closely as possible in an acceptable manner to the end that transactions
contemplated hereby are fulfilled to the extent possible.
7.8 Termination. This
Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time, whether before or after either party hereto
obtains stockholder approval of this Agreement, upon the consent of the board of directors of Merging Corporation and Surviving Corporation.
7.9 Further Assurances.
Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
7.10 Successors and Assigns.
This Agreement shall be binding upon, and inure to the benefit of and be enforceable by, each of the parties hereto and their respective
successors and assigns. Each party hereto may assign any or all of its rights under this Agreement to any transferee, provided such transferee
agrees in writing to be bound by the provisions hereof that apply to such transferee.
7.11 Counterparts. This
Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such
counterparts shall together constitute the same agreement. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf
transmission shall constitute valid and sufficient delivery thereof.
[Signature
page follows]
In witness
whereof, each of the parties hereto has executed this Agreement as of the date first set forth above.
AUGUSTA GOLD CORP., a Delaware corporation |
|
AUGUSTA GOLD CORP., a Nevada corporation |
|
|
|
By: |
/s/ Donald R. Taylor |
|
By: |
/s/ Donald R. Taylor |
|
Donald R. Taylor, President |
|
|
Donald R. Taylor, President |
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