Form 8-K - Current report

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 30, 2024

AUGUSTA GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada		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

Second Amendment to Amended and Restated Secured Promissory Note

On September 30, 2024, Augusta Gold Corp., a Nevada corporation (the “Company”), entered into a Second Amendment (the “Second Amendment”) to its amended and restated secured promissory note issued to Augusta Investments Inc. (the “Lender”) on March 27, 2024, as amended by the Amendment Number One, dated June 28, 2024 (as amended through June 28, 2024, the “Amended and Restated Note”).

The Second Amendment amends Section 1 of the Amended and Restated Note to (i) extend the maturity date (the “Maturity Date”) of the Amended and Restated Note from September 30, 2024 to April 30, 2025, (ii) approve an extension fee to the Lender of $71,748.00 (the “Extension Fee”), and (iii) provide that the Lender will loan to the Company US$5,479,941.03 (the “Additional Loan Amount”), an amount equal to all interest and fees payable on the loan under the Amended and Restated Note through September 30, 2024 (including the amount of the Extension Fee), which the Company will immediately repay to the Lender in full satisfaction of all interest and fees payable through September 30, 2024.

In addition, any remaining amount of interest payable from October 1, 2024 through the Maturity Date, will not become due and payable under the Amended and Restated Note until the Company obtains approval for the payment of such interest from the disinterested shareholders of the Company in accordance with the requirements of the Toronto Stock Exchange (the “TSX”). If the Company does not obtain the necessary approval from the Company’s disinterested shareholders by April 30, 2025, then at any time immediately following such date until such approval from the Company’s disinterested shareholders is obtained, the principal amount outstanding under the Note will become immediately due and payable in full upon delivery of written notice by the Lender to the Holder making demand for immediate payment of the Note.

Other than the amendments as set forth above, the Second Amendment and the Amended Schedule A did not amend, alter, restate or otherwise change the principal terms and conditions of the Amended and Restated Note as described in Item 1.01 of the Company’s Current Reports as filed on September 19, 2022, March 28, 2024 and July 5, 2024, which disclosure is incorporated herein by reference.

The foregoing summary of the material terms of the Second Amendment and the Amended Schedule A do not purport to be complete and are qualified in their entirety by reference to the Second Amendment, which is filed as Exhibit 10.1 hereto, and the Amended Schedule A, which is filed as Exhibit 10.2 hereto, which are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
10.1		Amendment Number 2, dated September 30, 2024, to the Amended and Restated Note
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AUGUSTA GOLD CORP.

Date: October 2, 2024	By:	/s/ Tom Ladner
	Name:	Tom Ladner
	Title:	VP, Legal

Exhibit 10.1

SECOND AMENDMENT

AMENDED AND RESTATED SECURED PROMISSORY NOTE

September 30, 2024

FOR VALUE RECEIVED, Augusta Gold Corp., a Nevada corporation (the “Company”) and Augusta Investments Inc., a British Columbia corporation or its assigns (the “Lender”), hereby enter into this Second Amendment (the “Second Amendment”) to that certain Amended and Restated Secured Promissory Note of the Company dated March 27, 2024, as amended by Amendment Number One, dated June 28, 2024 (the “Note”). Capitalized terms herein that are otherwise undefined have the meanings ascribed thereto in the Note.

Pursuant to Section 1 of the Note, the parties hereby agree to amend the Note as follows:

Section 1 shall be deleted in its entirety and replaced with the following:

“1. Principal and Interest.

The entire unpaid balance of principal and all accrued and unpaid interest shall be due and payable on the Maturity Date (the “Term”). The “Maturity Date” shall be the earlier of (i) April 30, 2025 and (ii) the date that is one Business Day following the date on which the Company closes its next financing transaction or the last in a series of financing transactions where the cumulative, aggregate net proceeds of such financing or series of financings are sufficient to pay the obligations under this Note. During the Term, interest on the unpaid principal balance of this Note shall accrue at the Prime Plus Rate (as defined below) from the date of funding as disclosed on Schedule A. Interest will be calculated per each calendar month (pro rated for the portion of the first calendar month during which funding occurs and for any portion of a month in which the Maturity Date occurs from the beginning of such month through and including the Maturity Date) to be calculated in arrears on the first day of each calendar month for the preceding calendar month or on the Maturity Date (the “Interest Calculation Date”). All computations of interest at the Prime Plus Rate shall be made on the basis of a year of 365 days for the actual number of days elapsed in each calendar month for which interest is being calculated. As used herein, on each Interest Calculation Date, the “Prime Plus Rate” will mean (a) a rate which is three percent (3%) above the annual rate of interest published in The Wall Street Journal as the “Prime Rate (base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks)” on the Interest Calculation Date or if such publication or reference is no longer published, (b) such other comparable interest rate index selected by mutual agreement of the Company and the Lender that is readily available to the public and verifiable by the Company and the Lender but is beyond the control of either party (adjusted from time to time to reflect any changes in such rate determined hereunder) or (c) the maximum rate from time to time permitted by applicable law. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law.

$5,479,941.03, an amount equal to all interest accrued through to September 30, 2024, and all origination and extension fees payable hereunder to September 30, 2024, is hereby immediately due and payable in accordance with the terms of Section 2 of the Note. Any remaining amount of interest payable from October 1, 2024 through the Maturity Date, will not become due and payable under the Note until the Company obtains approval for the payment of such interest from the disinterested shareholders of the Company in accordance with the requirements of the Toronto Stock Exchange (the “TSX”). If the Company does not obtain the necessary approval from the Company’s disinterested shareholders by April 30, 2025, then at any time immediately following such date until such approval from the Company’s disinterested shareholders is obtained, the principal amount outstanding under the Note will become immediately due and payable in full upon delivery of written notice by the Lender to the Holder making demand for immediate payment of the Note.”

In consideration for the Lender granting an extension to the Maturity Date, the Company has agreed to pay to the Lender an extension fee of $71,748.00, which amount will be accrued and due on the Maturity Date.

Schedule A shall be deleted in its entirety and replaced with the following:

SCHEDULE A

Loan Amount	Funding Date	Origination Fee
$22,232,560.80	September 13, 2022	$111,162.80
$33,501.12	December 13, 2023	N/A
$525,000.00	March 22, 2024	$25,000.00
$27,790.70	March 22, 2024	N/A
$1,500,000	April 22, 2024	N/A
$30,399.00	June 28, 2024	N/A
$250,000.00	August 28, 2024	N/A
$5,408,193.03	October 1, 2024	N/A
$71,748.00	October 1, 2024	N/A
($299,601.62)*	October 2, 2024	N/A

All interest through to September 30, 2024, in an amount equal to $5,180,339.41, also repaid on this date. This total repayment of $5,479,941.03 satisfies in full the obligation in the second amendment to the amended and restated promissory note dated September 30, 2024, to immediately repay $5,479,941.03 to the Lender.

All notices under this Second Amendment shall be given pursuant to the provisions of Section 10 of the Note.

This Amendment shall be interpreted in accordance with Section 13 of the Note.

This Second Amendment shall be governed by and construed under the laws of the State of Nevada. FURTHER, BOTH THE COMPANY AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION TO ENFORCE THIS AMENDMENT.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has executed this Second Amendment as of the date set forth above.

	AUGUSTA GOLD CORP.

	By:	(Signed) Purni Parikh
	Name:	Purni Parikh
	Title:	SVP, Corporate Affairs

ACKNOWLEDGED AND AGREED, by the Lender as of the date set forth above.

AUGUSTA INVESTMENTS INC.

By:	(Signed) Richard Warke
Name:	Richard Warke
Title:	Director

Cover	Sep. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Entity File Number	000-54653
Entity Registrant Name	AUGUSTA GOLD CORP.
Entity Central Index Key	0001448597
Entity Tax Identification Number	41-2252162
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Suite 555 – 999 Canada Place
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V6C 3E1
City Area Code	604
Local Phone Number	687-1717
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false