Form 8-K - Current report
December 14 2023 - 2:47PM
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2023-12-13
2023-12-13
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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): December 13, 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) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 December 13, 2023,
Augusta Gold Corp. a Delaware corporation (the “Company”), entered into Amendment Number Two (the “Amendment”)
to its previously issued Secured Promissory Note issued on September 13, 2022 to Augusta Investments Inc. (the “Lender”) in
the amount of US$22,232,561 (the “Note”).
The Amendment amends
Section 1 of the Note to change the outside maturity date of the Note from December 13, 2023, to March 31, 2024. 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 $33,501.12, which
amount will be accrued and due on the maturity date.
Other than the amendment
to the definition of maturity date under the Note and the agreement to pay the extension fee, the Amendment does not otherwise amend,
alter, supplement or change the provisions of the Note and the Note remains an outstanding obligation of the Company.
The foregoing summary
of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
which is filed as Exhibit 10.1 hereto, and which is 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.
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: December 14,
2023 |
By: |
/s/ Tom Ladner |
|
Name: |
Tom Ladner |
|
Title: |
VP Legal |
Exhibit 10.1
AMENDMENT NUMBER TWO
TO
SECURED PROMISSORY NOTE
December 13, 2023
FOR VALUE RECEIVED,
Augusta Gold Corp., a Delaware corporation (the “Company”) and Augusta Investments Inc., a British Columbia corporation
or its assigns (the “Lender”), hereby enter into this Amendment Number Two (the “Amendment”) to
that certain Secured Promissory Note of the Company dated September 13, 2022 (the “Note”).
Pursuant to Section 9 of
the Note, the parties hereby agree to amend the Note as follows:
| 1. | Section 1 of the Note is hereby amended and restated in its entirety as follows: |
“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 mean that date which is the earlier of (i) first Business Day occurring 30 days after the Lender
has provided written notice to the Company demanding payment on the entire unpaid balance of principal and all accrued and unpaid interest
thereon (ii) the date upon which the Company makes payment in full of the entire unpaid balance of principal and all accrued and unpaid
interest; and (iii) March 31, 2024. Until the Maturity Date, this Note shall remain outstanding on a month-to-month basis. During the
Term, interest on the unpaid principal balance of this Note shall accrue at the Prime Plus Rate (as defined below). Interest will be calculated
per each calendar month (pro rated for the portion of the first calendar month in which this Note is issued 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.
| 2. | 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 $33,501.12, which amount will be accrued and due on the Maturity Date. |
| 3. | All notices under this Amendment shall be given pursuant to the provisions of Section 10 of the Note. |
| 4. | This Amendment shall be interpreted in accordance with Section 13 of the Note. |
| 5. | 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: |
/s/ Purni Parikh |
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Name: |
Purni Parikh |
|
Title: |
SVP, Corporate Affairs |
ACKNOWLEDGED AND AGREED, by
the Lender as of the date set forth above.
AUGUSTA INVESTMENTS INC.
By: |
/s/ Richard Warke |
|
Name: |
Richard Warke |
|
Title: |
Director |
|
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