UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event
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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 June 30, 2025, the Company executed Amendment Number One (“DT Amendment Number One”) to its amended and restated unsecured promissory note issued to Donald Taylor dated March 27, 2025 (the “Amended and Restated DT Note”).
DT Amendment Number One extends the outside maturity date of the Amended and Restated DT Note to October 31, 2025.
Outside of extending the outside maturity date of the Amended and Restated DT Note, DT Amendment Number One did not amend, alter, restate or otherwise change the principal terms and conditions of the Amended and Restated DT Note as described in Item 1.01 of the Company’s Current Report as filed on March 28, 2025, which disclosure is incorporated herein by reference.
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 | DT Amendment Number One, dated June 30, 2025, to the Amended and Restated DT Note | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: July 3, 2025 | By: | /s/ Tom Ladner |
| Name: | Tom Ladner | |
| Title: | General Counsel | |
2
Exhibit 10.1
AMENDMENT NUMBER ONE
TO
AMENDED AND RESTATED UNSECURED PROMISSORY NOTE
June 30, 2025
FOR VALUE RECEIVED, Augusta Gold Corp., a Nevada corporation (the “Company”) and Donald R. Taylor (the “Lender”), hereby enter into this Amendment Number One (the “Amendment”) to that certain Amended and Restated Unsecured Promissory Note of the Company dated March 27, 2025 (the “Amended and Restated Note”).
Pursuant to Section 8 of the Amended and Restated Note, the parties hereby agree to amend the Amended and Restated Note as follows:
| 1. | The definition of “Maturity Date” in Section 1 of the Amended and Restated Note is hereby amended and restated in its entirety as follows: |
The “Maturity Date” shall be the earlier of (i) October 31, 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 Company’s other indebtedness and the obligations under this Note.
| 2. | All notices under this Amendment shall be given pursuant to the provisions of Section 9 of the Amended and Restated Note. |
| 3. | This Amendment shall be interpreted in accordance with Section 12 of the Amended and Restated Note. |
| 4. | This Amendment shall be governed by and construed under the laws of the State of Delaware. 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 Amendment as of the date set forth above.
| AUGUSTA GOLD CORP. | ||
| By: | (signed) Tom Ladner | |
| Name: | Tom Ladner | |
| Title: | General Counsel | |
ACKNOWLEDGED AND AGREED, by the Lender as of the date set forth above.
DONALD R. TAYLOR
(signed) Donald Taylor
Cover |
Jun. 30, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 30, 2025 |
| 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 |