0001448597
false
2020
FY
--12-31
Non-accelerated Filer
0001448597
2020-01-01
2020-12-31
0001448597
2020-06-30
0001448597
2021-04-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
The aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which the common stock was last sold as of the last business
day of the registrant’s most recently completed second fiscal quarter was $27,711,829.
Indicate the number of shares outstanding of each
of the issuer’s classes of common stock, as of the latest practicable date: 68,951,435 shares of common stock par value $0.0001,
were outstanding on April 29, 2021.
Augusta Gold Corp. (the “Company,”
“we,” “us,” “our,” or “Augusta Gold” ) is filing this Amendment No. 1 on Form 10-K/A (this
“Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Original 10-K”),
as originally filed with the United States Securities and Exchange Commission (the “SEC”) on March 16, 2021. The purpose of
this Amendment is to include Part III information which was to be incorporated by reference from our definitive proxy statement for our
2021 Annual General Meeting of Shareholders. This information was previously omitted from the Original 10-K in reliance on General Instruction
G(3) to Form 10-K, which permits the Part III information to be incorporated in our Form 10-K by reference from our definitive proxy statement
if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to include Part III information
in our Form 10-K because a definitive proxy statement containing such information will not be filed by the Company within 120 days after
the end of the fiscal year covered by our Form 10-K. The reference on the cover to the Form 10-K to the incorporation by reference to
portions of our definitive proxy statement into Part III of the Form 10-K is hereby deleted. This Amendment hereby amends and restates
the cover page and Part III, Items 10 through 14 in their entirety.
In accordance with Rule 12b-15 under the United
States Securities Exchange Act of 1934, as amended (the “Exchange Act”), the cover page to the Form 10-K, Part III, Items
10 through 14 of our Form 10-K and Part IV of our Form 10-K are hereby amended and restated in their entirety. In addition, new certifications
of our principal executive officer and principal financial officer are attached, each as of the filing date of this Amendment. This Amendment
does not amend or otherwise update any other information in our Original 10-K. Accordingly, this Amendment should be read in conjunction
with our Original 10-K and with our filings with the SEC subsequent to our Original 10-K.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Directors and Executive Officers
The following persons are our executive officers
and directors and hold the positions set forth opposite their respective names.
|
Name
|
|
Age
|
|
Position
|
|
Richard Warke
|
|
61
|
|
Executive Chairman
|
|
John Boehner
|
|
71
|
|
Director
|
|
Daniel Earle
|
|
40
|
|
Director
|
|
Poonam Puri
|
|
49
|
|
Director
|
|
Lenard Boggio
|
|
66
|
|
Director
|
|
Donald R. Taylor
|
|
64
|
|
President, Chief Executive Officer, Director
|
|
Michael McClelland
|
|
43
|
|
Chief Financial Officer
|
|
Purni Parikh
|
|
51
|
|
Senior Vice President, Corporate Affairs
|
|
Lynette Gould
|
|
45
|
|
Senior Vice President, Investor Relations & Corporate Development
|
|
Johnny Pappas
|
|
62
|
|
Vice President, Environmental & Permitting
|
|
Scott Burkett
|
|
38
|
|
Vice President, Exploration
|
|
Tom Ladner
|
|
31
|
|
Vice President, Legal
|
Richard Warke (appointed January 7, 2021)
Executive Chairman
Richard Warke is a Vancouver-based Canadian business
executive with more than 35 years of experience in the international resource sector. In 2005, Mr. Warke founded the Augusta Group
of Companies which has an unrivaled track record of value creation in the mining sector.
From 2006 and until 2018, the Augusta Group founded,
managed, and funded three world class mineral discoveries. Ventana Gold, discovered the La Bodega gold deposit in Colombia, now
reported to host over 10Moz of gold, the Augusta Group sold the company for $1.3B in 2011. Augusta Resource, advanced the Rosemont copper
project in Arizona through drilling, feasibility and permitting to become one of the largest copper deposits in United States, it was
sold for $667M in 2014. Arizona Mining, discovered the Taylor deposit and grew the Hermosa-Taylor deposit into one of the top five primary
zinc deposits globally, largest in United States, prior to its sale for $2.1B in 2018.
Currently, the Augusta Group is comprised of private
businesses and public companies that currently includes Titan Mining Corporation, Augusta Gold Corp. and Solaris Resources Inc. Titan
Mining operates a zinc mine in New York State, Augusta Gold is exploring for a gold mine in a prolific mining district in Nevada, and
Solaris Resources is advancing a portfolio of copper and gold assets in the Americas, including a high-grade, world-class resource at
its copper and gold project Warintza in Ecuador.
In addition, in 2017 Mr. Warke co-founded Equinox
Gold which has now become a mid-tier gold producer and one of the fastest growing gold companies in the Americas growing to over a $3.0B
market cap with mines in US, Mexico and Brazil.
During the course of his career, Mr. Warke has
established a reputation for building successful companies by generating pioneering transactions in the mining sector through prudent
investing in earlier stages of the mine cycle. His specialization is surfacing value through award-winning exploration efforts and rapidly
advancing projects with consistent access to low-cost capital through exploration, feasibility, and permitting to point of sale or into
production. His expertise, combined with his extensive relationships across the global mining sector, have resulted in rapid growth and
a proven track record of success making him a widely-recognized strategic partner and a sought after industry expert for commentary on
business, mining and related topics.
John Boehner (appointed January 7, 2021)
Director
John Boehner served as the 53rd Speaker of the
United States House of Representatives from 2011 to 2015. A member of the Republican Party, Mr. Boehner was the U.S. Representative from
Ohio’s 8th congressional district, serving from 1991 to 2015. He previously served as the House Minority Leader from 2007 until
2011, and House Majority Leader from 2006 until 2007. Following his career in government service, Mr. Boehner joined Squire Patton Boggs,
a global law and public policy firm. He earned a Bachelor of Arts in business administration from Xavier University.
Daniel Earle
Director
Daniel Earle has over 17 years of experience in
the mining sector and capital markets, covering projects ranging from early stage exploration through feasibility and engineering to production.
Mr. Earle is currently the President and CEO of Solaris Resources and also serves on its Board of Directors. Prior to joining Solaris
in November 2019, he was a Vice President and Director at TD Securities where he covered the mining sector for over 12 years and established
himself as a thought leader in the space. Prior to joining TD Securities in 2007, Mr. Earle was a senior executive with a number of Canadian
and U.S. public mineral exploration and mining companies. He is a graduate and scholar of the Lassonde Mineral Engineering Program at
the University of Toronto.
Poonam Puri (appointed January 7, 2021)
Director
Poonam Puri is an experienced corporate director
and professor of business law at Osgoode Hall Law School in Toronto. She is also a practising lawyer and affiliated scholar at Davies
Ward Phillips & Vineberg LLP. Ms. Puri currently serves on the boards of Canadian Apartment Properties Real Estate Investment Trust,
the Canada Infrastructure Bank and Holland Bloorview Kids Rehabilitation Hospital. Ms. Puri has been recognized as one of the top
25 most influential lawyers in Canada by Canadian Lawyer Magazine. She has been named one of the 100 Most Powerful Women in Canada, and
she is a past recipient of Canada’s Top 40 under 40 Award. Ms. Puri earned her Bachelor of Laws degree from the University
of Toronto, and she holds a Master of Laws degree from Harvard Law School.
Lenard Boggio (appointed January 20, 2021)
Director
Len Boggio was formerly a partner of PricewaterhouseCoopers
LLP (PwC) where he served for more than 30 years until his retirement in May 2012. During that time, he was Leader of the B.C. Mining
Group of PwC, a senior member of PwC's Global Mining Industry Practice and an auditor of Canadian, U.S. U.K. and other internationally-listed
mineral resource and energy clients. Mr. Boggio is a Fellow of the Chartered Professional Accountants of Canada (FCPA, FCA) and has served
as president of the British Columbia Institute of Chartered Accountants and chairman of the Canadian Institute of Chartered Accountants.
Donald R. Taylor, P.G. (appointed CEO April
13, 2021)
President, CEO and Director
Donald R. Taylor has 30 years of mineral exploration
experience with precious and base metals on five continents, taking projects from exploration to mine development. He is the recipient
of the Prospectors and Developers Association of Canada’s 2018 Thayer Lindsley Award for the 2014 discovery of the Taylor lead-zinc-silver
deposit in Arizona. Mr. Taylor has worked extensively for large and small cap companies, including Arizona Mining, BHP Minerals, Bear
Creek Mining, American Copper and Nickel, Doe Run Resources and Westmont Mining Company. He is a Licensed Professional Geologist in several
eastern and western states and a qualified person as defined by National Instrument 43-101. Mr. Taylor has a Bachelor of Science degree
in Geology from Southeast Missouri State University and a Master of Science degree from the University of Missouri at Rolla.
Michael McClelland, CPA, CA
CFO
Michael McClelland has over 15 years of experience
in accounting and finance. He was formerly the Chief Financial Officer of Bisha Mining Share Company, an operating subsidiary of Nevsun
Resources. Prior to that he worked for Goldcorp as the Mine General Manager at Wharf Resources (now owned by Coeur Mining), and prior
to that was Director of Finance, Canada and USA. Mr. McClelland started his career at KPMG LLP as a Senior Accountant with the mining
group. He is a Chartered Accountant and has a Bachelor of Arts in Economics from Simon Fraser University in British Columbia, Canada.
Purni Parikh
Senior Vice President, Corporate Affairs
Purni Parikh has over 25 years of public company
experience in the mining sector including corporate affairs and finance, legal and regulatory administration, and governance. Ms. Parikh
joined Augusta Gold in October, 2020. She is President of the Augusta Group of Companies including Titan Mining Corporation, and Senior
Vice President, Corporate Affairs of Solaris Resources Inc. Ms. Parikh was previously Senior Vice President, Corporate Affairs and Corporate
Secretary of Arizona Mining Inc. and Newcastle Gold Ltd., and Vice President, Corporate Secretary Augusta Resource Corporation and Ventana
Gold Corp. prior to their acquisition. Ms. Parikh obtained a Certificate in Business from the University of Toronto and a Gemology degree.
She holds the ICD.D designation from the Institute of Corporate Directors, and has worked extensively with boards.
Lynette Gould, CFA
Senior Vice President, Investor Relations &
Corporate Development
Lynette Gould has over 20 years’ experience
in investor relations and finance roles. Most recently she was Vice President, Investor Relations at Galiano Gold, a junior gold mining
company with an operation in Ghana, West Africa. Prior to that she was with Alio Gold a junior gold mining company with operations
in Mexico and Nevada and prior to that she was Director, Investor Relations at Goldcorp Inc. where she played a critical role in positioning
Goldcorp's new business strategy under its new leadership team. Ms. Gould has built robust IR strategies and developed deep relationships
within the investment community. She holds a Chartered Financial Analyst (CFA) designation and has a Bachelor of Business degree.
Johnny Pappas
Vice President, Environmental & Permitting
Johnny Pappas has a distinguished career in the
field of environmental management and permitting. Mr. Pappas recently, from January 2016 to August 2018, held the position of Vice-President,
Environmental and Permitting for Arizona Mining where he directed the permitting of the Hermosa Taylor Deposit Project, Director of Environmental
Affairs for Romarco Minerals Inc., from September 2009 to December 2015, where he was instrumental in directing the federal and state
permitting of the Haile Gold Mine; the first gold mine permitted east of the Mississippi in the last 20 years. He was previously, from
May 2008 to August 2009, the Environmental Manager of the Climax Mine. In addition, he has held several Senior Environmental Engineer
positions with PacifiCorp, Plateau Mining and Santa Fe Pacific Gold. Mr. Pappas holds a B.Sc. degree in Geology and Business Administration.
Mr. Pappas is recognized as a leader in his field and has won numerous awards including: the 2003 “Best of the Best” Award
– awarded by the Department of Interior’s Office of Surface Mining in recognition for extraordinary personal commitment and
outstanding contribution for the reclamation success at the Castle Gate Mine and the 2003 “Excellence in Surface Coal Mining Reclamation”
Award.
Scott Burkett
Vice President, Exploration
Scott Burkett has over 10 years of experience
in mineral exploration, ore control, geologic modeling, resource estimation and database management. Mr. Burkett earned his BSc in Geology
from the University of Idaho, and has since worked on a number of base and precious metal exploration projects at various stages, ranging
from grassroots to advanced exploration. Mr. Burkett is also Vice President, Exploration for Titan Mining Corporation. He worked for Arizona
Mining where he served as Chief Geologist for the Hermosa Project, and was instrumental in designing programs which resulted in significant
expansion of the mineral resources. Mr. Burkett also brings experience in exploration and ore control from previous roles at Metal Mining
Consultants, First Solar, Hycroft Resources & Development (Allied Nevada Gold) and Yamana Gold. He is also a qualified person
as defined by National Instrument 43-101.
Tom Ladner
Vice President, Legal
Tom Ladner joined Augusta Gold Corp. in November
2020 as Vice President Legal. Mr. Ladner is also Vice President Legal for the Augusta Group of Companies, including Solaris Resources
Inc. and Titan Mining Corporation. Prior to joining the Augusta Group, Mr. Ladner practiced law in the Securities and Capital
Markets group of a major Canadian law firm. Mr. Ladner has advised on multiple M&A transactions valued in excess of C$1 billion
and more than 25 public market financings raising in aggregate more than C$750 million. Mr. Ladner has his Honors in Business Administration
(with distinction) from the Richard Ivey School of Business and his Juris Doctor from Western University.
Number and Terms of Office of Officers and
Directors
The number of directors is established by the
Board of Directors. Our Board currently consists of six (6) directors. Each elected director will serve until the Company's next annual
meeting of shareholders and until a successor is elected and qualified.
Our officers are appointed by the Board and serve
at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the offices set
forth in our Amended and Restated Bylaws as it deems appropriate.
Arrangements between Officers and Directors
Except as set forth below, to our knowledge, there
is no arrangement or understanding between any of our directors or officers and any other person, including directors and officers, pursuant
to which the director or officer was selected to serve as an officer.
Mr.
Warke is the sole officer and director of Augusta Investments Inc. (“Augusta Investments”), the Company’s largest stockholder.
On October 26, 2020, in coordination with the completion of the acquisition of Bullfrog Mines LLC pursuant to a membership interest purchase
agreement with Homestake Mining Company of California (“Homestake”), and Lac Minerals (USA) LLC (the “Acquisition Transaction”),
the Company closed a private placement of units with Augusta Investments and certain of its associates pursuant to which Augusta Investments
gained control of the Company (the “Private Placement”). As part of the Acquisition Transaction and the Private Placement,
in accordance with the negotiated terms between the parties thereof, including Augusta Investments, Augusta Gold reconstituted its management
and agreed to appoint, Daniel Earle and Donald Taylor as directors of the Company and Michael McClelland, Johnny Pappas and Scott Burkett
as officers of the Company. Subsequently, the reconstituted Board of Directors also appointed Purni Parikh, Lynette Gould and Tom Ladner
as officers of the Company and Mr. Warke as Executive Chairman of Augusta Gold. Augusta Investments controls 21,689,788 shares
of common stock with the right to acquire an additional 18,865,727 shares underlying warrants representing 58.25% of the issued and outstanding
voting shares (common and preferred) of the Company on a partially diluted basis as of April 29, 2021.
Family Relationships
None of our directors or executive officers are
related by blood, marriage, or adoption to any other director, executive officer, or other key employees.
Other Directorships
Other than John Boehner who is a director of Acreage
Holdings, Inc., and Lenard Boggio who is a director of Equinox Gold Corp., none of the directors of Augusta Gold are also directors of
issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic
reports under the Exchange Act).
Legal Proceedings
We are not aware of any of our directors or officers
being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings
(other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401(f) of Regulation S-K.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the
Company’s officers and directors, and persons who own more than 10% of the Shares, to file reports of ownership and changes of ownership
of such securities with the SEC.
Based solely on a review of the reports received
by the SEC, the Company believes that, during the fiscal year ended December 31, 2020, the Company’s officers, directors and greater
than 10% owners timely filed all reports they were required to file under Section 16(a), except as set forth below:
|
Name
|
|
Number of Late Reports
(Transactions)
|
|
Number of Missing Reports
(Transactions)
|
|
Thomas Ellard
|
|
One Form 3
|
|
--
|
|
William Morgan
|
|
One Form 3
|
|
--
|
|
John Hill
|
|
One Form 3
|
|
|
|
Alan Lindsay
|
|
One Form 4 (1 Transaction)
|
|
|
Code of Business Conduct and Ethics
On February 8, 2021, we adopted a code of business
conduct and ethics that applies to our directors, officers, employees, consultants, contractors, subcontractors and other agents of the
Company. Our code of business conduct and ethics is available at our website which is located at www.augustagold.com. We will post
any amendments to, or waivers from, including an implicit waiver, the Code of Ethics on that website.
Audit Committee and
Audit Committee Financial Experts
We have a standing Audit
Committee and audit committee charter, which complies with Rule 10A-3 of the Exchange Act. Our Audit Committee was established in accordance
with Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee is composed of three directors, Lenard Boggio, Daniel Earle and Poonam
Puri, each of whom, in the opinion of the Board, are independent (in accordance with Rule 10A-3 of the Exchange Act and the requirements
of Section 803A of the NYSE American Company Guide) and financially literate (pursuant to the requirements of Section 803B of the NYSE
American Company Guide). Lenard Boggio satisfies the requirement of a “financial expert” as defined under Item 407(d)(5) of
Regulation S-K.
Director Nomination
Procedures
On February 8, 2021, we adopted a Nominating and
Corporate Governance Committee and approved a charter for the committee. The charter can be found on our website at www.augustagold.com.
There
have been no material changes to the procedures pursuant to which a stockholder may recommend a nominee to the Board. The Nominating
and Corporate Governance Committee does not have a set policy for whether or how stockholders are to recommend nominees for consideration
by the Board. Recommendations for director nominees made by stockholders are subject to the same considerations as nominees selected
by the Corporate Governance and Nominating Committee or the Board.
Item 11. Executive Compensation
The table below sets forth, for the last two fiscal
years, the compensation earned by our named executive officers consisting of our chief executive officer and chief financial officer.
No other executive officer had annual compensation in excess of $100,000 during the last two fiscal years.
Summary Compensation Table
Name
and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
|
Stock
Awards
($)(1)
|
|
|
Option
Awards
($)(1)
|
|
|
Non-Equity
Incentive Plan
Compensation
|
|
|
Nonqualified
Deferred
Compensation
Earnings
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
David Beling, President, Chief Executive Officer, Secretary, Treasurer
|
|
2019
|
|
100,000
|
|
|
--
|
|
|
$
|
85,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
185,000
|
|
|
and Director(2)
|
|
2020
|
|
100,000
|
|
|
--
|
|
|
$
|
90,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
190,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tyler Minnick,
|
|
2019
|
|
--
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
41,040
|
|
|
$
|
41,040
|
|
|
Chief Financial Officer(2)
|
|
2020
|
|
--
|
|
|
--
|
|
|
|
--
|
|
|
$
|
121,896
|
|
|
|
--
|
|
|
|
--
|
|
|
$
|
39,960
|
|
|
$
|
39,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryse Belanger,
|
|
2019
|
|
--
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
Chief Executive Officer(3)
|
|
2020
|
|
47,968
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
47,968
|
|
(1) Represents the
aggregate grant date fair value computed in accordance with FASB 123.
(2) Resigned on
October 26, 2020.
(3) Appointed CEO
October 26,2020. Ms. Belanger’s salary was paid in $C and translated in to $US at the average exchange rate for the fourth quarter
of 2020 of 1.3030 per Bank of Canada. Ms. Belanger resigned from the Company April 13, 2021.
(4) Mr. Minnick’s
Other Compensation were consulting fees paid for his services as Chief Financial Officer.
Employment Agreements
David Beling
On September 30, 2011, we entered into an employment
agreement with David Beling pursuant to which Mr. Beling would serve as our President and Chief Executive Officer for a period of two
years (with an automatic one year extension each anniversary date) in consideration for an annual salary of $200,000.
Upon termination of Mr. Beling’s employment
prior to expiration of the employment period (unless Mr. Beling’s employment is terminated for Cause or Mr. Beling terminates his
employment without Good Reason) (as such terms are defined in Mr. Beling’s employment agreement), Mr. Beling shall be entitled to
receive any and all reasonable expenses paid or incurred by Mr. Beling in connection with and related to the performance of his duties
and responsibilities for the Company during the period ending on the termination date, any accrued but unused vacation time through the
termination date in accordance with Company policy and an amount equal to Mr. Beling’s base salary and annual bonus during the prior
12 months.
Tyler Minnick
Tyler Minnick does not have an employment agreement
with the Company. Mr. Minnick received stock option grants in relation to his services to the Company as Chief Financial Officer.
Maryse Belanger
On October 1, 2020, we entered into an employment
letter agreement with Maryse Belanger pursuant to which Ms. Belanger would serve as our Chief Executive Officer in consideration for an
annual salary of C$250,000. For the first 18 months from the Start Date of her employment with the Company, if employment is terminated
without cause by the Corporation or for good reason by her, she shall be compensated with a lump sum cash amount equal to 6 months of
her Annual Salary. After 18 months of employment with the Company, if employment is terminated without cause by the Corporation or for
good reason by her, she shall be compensated with a lump sum cash amount equal to one-and -one half times her Annual Salary. She shall
be entitled to exercise any vested options she holds in accordance with the Company’s stock option plan.
If the Company receives an offer that results
in a change of control of the Company and she resigns for any good reason or are terminated by the Company without cause within six months
after a change of control she shall be compensated with a lump sum cash amount equal to two times her Annual Salary and maximum target
bonus of 70% plus all non-vested securities shall vest.
Outstanding
equity awards at year end December 31, 2020
The following
table sets forth the stock options granted to our named executive officers, as of December 31, 2020. No stock appreciation rights have
been awarded.
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options:
(#)
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options:
(#)
Unexercisable
|
|
|
Option
Exercise
Price ($)
|
|
|
Name Option
Expiration
Date
|
|
Number of
Shares
or Units
of Stock
that Have
Not
Vested (#)
|
|
|
David Beling
|
|
|
295,833
|
|
|
|
--
|
|
|
$
|
0.150
|
|
|
03/30/2025
|
|
|
--
|
|
|
David Beling
|
|
|
333,333
|
|
|
|
--
|
|
|
$
|
0.816
|
|
|
12/01/2027
|
|
|
--
|
|
|
Tyler Minnick
|
|
|
59,167
|
|
|
|
--
|
|
|
$
|
0.150
|
|
|
03/30/2025
|
|
|
--
|
|
|
Tyler Minnick
|
|
|
83,333
|
|
|
|
--
|
|
|
$
|
0.816
|
|
|
12/01/2027
|
|
|
--
|
|
|
Tyler Minnick
|
|
|
58,333
|
|
|
|
--
|
|
|
$
|
0.660
|
|
|
12/01/2027
|
|
|
--
|
|
|
Tyler Minnick
|
|
|
83,333
|
|
|
|
--
|
|
|
$
|
1.080
|
|
|
12/01/2027
|
|
|
--
|
|
Director Compensation
The following table shows compensation paid to
our directors (excluding compensation included under our summary compensation table above) for service as directors during the year ended
December 31, 2020.
|
Name
|
|
Fees
Earned or
Paid in
Cash
($)
|
|
|
Stock
Awards
($)*
|
|
|
Option
Awards
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
|
Alan Lindsay**
|
|
|
-
|
|
|
|
90,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
90,000
|
|
|
Kjeld Thygesen**
|
|
|
-
|
|
|
|
90,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
90,000
|
|
|
David Beling, discussed above
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
* Represents the aggregate grant date fair value
computed in accordance with FASB 123.
**Resigned on October 26, 2020.
Compensation of Directors
Directors that were also
executive officers received no monetary compensation for serving as a Director. Non-executive directors are granted non-qualified stock
options as compensation. Such stock option awards are determined at the sole discretion of the Company’s Compensation Committee.
Item 12. Security Ownership of Certain Beneficial
Owners and Management, and Related Stockholder Matters
The following tables set forth certain information
as of the approximate date of this filing regarding the beneficial ownership of our common stock by:
|
|
·
|
each person or entity who, to our knowledge, owns more than 5% of our common stock;
|
|
|
·
|
our executive officers;
|
|
|
·
|
all of our executive officers and directors as a group.
|
The percentages of common stock beneficially owned
are reported on the basis of regulations of the Securities and Exchange Commission governing the determination of beneficial ownership
of securities. Under the rules of the Securities and Exchange Commission, a person is deemed to be a beneficial owner of a security if
that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or dispositive power,
which includes the power to dispose of or to direct the disposition of the security. Shares of common stock that a person purpose has
the right to acquire beneficial ownership of within 60 days of the date of this filing are deemed to be beneficially owned by the person
holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for
the purpose of computing the percentage ownership of any other person. Except as indicated in the footnotes to this table, each beneficial
owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned.
As of the approximate date of this filing we had
68,951,435 shares of common stock outstanding.
Executive Officers and Directors
|
Name and Address
|
|
Shares Owned
|
|
|
Percentage
|
|
Richard Warke (1)
Suite 555 – 999 Canada Place
Vancouver, BC V6C 3E1
|
|
|
40,555,515
|
|
|
|
58.82
|
|
|
|
|
|
|
|
|
|
|
|
Don Taylor (2)
Suite 555 – 999 Canada Place
Vancouver, BC V6C 3E1
|
|
|
333,334
|
|
|
|
0.48
|
|
|
|
|
|
|
|
|
|
|
|
John Boehner
Suite 555 – 999 Canada Place
Vancouver, BC V6C 3E1
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Lenard Boggio (3)
Suite 555 – 999 Canada Place
Vancouver, BC V6C 3E1
|
|
|
53,333
|
|
|
|
0.08
|
|
|
|
|
|
|
|
|
|
|
|
Daniel Earle (4)
Suite 2915, 181 Bay St
Toronto, ON M5J 2T3
|
|
|
995,834
|
|
|
|
1.44
|
|
|
|
|
|
|
|
|
|
|
|
Poonam Puri (5)
Suite 555 – 999 Canada Place
Vancouver, BC V6C 3E1
|
|
|
66,000
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
Michael McClelland (6)
Suite 555 – 999 Canada Place
Vancouver, BC V6C 3E1
|
|
|
15,000
|
|
|
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
Purni Parikh (7)
Suite 555 – 999 Canada Place
Vancouver, BC V6C 3E1
|
|
|
408,334
|
|
|
|
0.59
|
|
|
|
|
|
|
|
|
|
|
|
Lynette Gould (8)
Suite 555 – 999 Canada Place
Vancouver, BC V6C 3E1
|
|
|
25,383
|
|
|
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
Johnny Pappas (9)
Suite 555 – 999 Canada Place
Vancouver, BC V6C 3E1
|
|
|
90,000
|
|
|
|
0.13
|
|
|
|
|
|
|
|
|
|
|
|
Scott Burkett (10)
Suite 555 – 999 Canada Place
Vancouver, BC V6C 3E1
|
|
|
6,733
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
Tom Ladner (11)
Suite 555 – 999 Canada Place
Vancouver, BC V6C 3E1
|
|
|
75,000
|
|
|
|
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
All executive officers and directors as a group (12 persons)
|
|
|
42,625,132
|
|
|
|
61.82
|
|
Other 5% or Greater Stockholders (Common Stock)
|
Name and Address
|
|
Shares Owned
|
|
|
Percentage
|
|
Barrick Gold Corporation (12)
Brookfield Place TD Canada Trust Tower
161 Bay Street, Suite 3700,
Toronto, ON M5J 2S1
|
|
|
18,200,000
|
|
|
|
26.40
|
|
(1) Includes the following (all of which are held
by Augusta Investments Inc., a company wholly owned by Mr. Warke): 21,689,788 shares of Common Stock and 18,865,727 shares underlying
warrants.
(2) Includes the following: 166,667 shares of
Common Stock and 166,667 shares underlying warrants.
(3) Includes the following: 42,222 shares of Common
Stock and 11,111 shares underlying warrants.
(4) Includes the following (all of which are held
by 2210637 Ontario Ltd., a company wholly owned by Mr. Earle): 525,000 shares of Common Stock and 470,834 shares underlying warrants.
(5) Includes the following: 44,000 shares of Common
Stock and 22,000 shares underlying warrants.
(6) Includes the following: 10,000 shares of Common
Stock and 5,000 shares underlying warrants.
(7) Includes the following: 216,667 shares of
Common Stock and 191,667 shares underlying warrants (of which 166,667 shares of Common Stock and 166,667 shares underlying warrants are
held by Lions Gate Holdings Inc., a company wholly owned by Ms. Parikh).
(8) Includes the following: 20,983 shares of Common
Stock and 4,445 shares underlying warrants.
(9) Includes the following: 60,000 shares of Common
Stock and 30,000 shares underlying warrants.
(10) Includes the following: 4,511 shares of Common
Stock and 2,222 shares underlying warrants.
(11) Includes the following: 50,000 shares of
Common Stock and 25,000 shares underlying warrants.
(12) Includes the following: 9,100,000 shares
of Common Stock and 9,100,000 shares underlying warrants.
Change in Control
We are not aware of any arrangement that might
result in a change in control in the future. We have no knowledge of any arrangements, including any pledge by any person of our securities,
the operation of which may at a subsequent date result in a change in the Company’s control.
Equity Compensation Plans
See the discussion under the heading “Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in the Company’s
Original 10-K, which discussion is hereby incorporated by reference.
Item 13. Certain Relationships and Related
Transactions, and Director Independence
Certain Relationships and Related Transactions
On August 4, 2020, the Board of Directors approved
and issued a stock compensation distribution to board members Alan Lindsay, Chairman; Kjeld Thygesen, board member; and David Beling,
CEO, President and board member. The Company issued 83,333 shares of common stock to each for a total of 250,000 shares with the fair
market value of $1.08 per share.
Related Person Transactions Policy and Procedure
Augusta Gold’s Code of Ethics states that
our directors, employees and consultants should not be involved in any activity that creates or gives the appearance of a conflict of
interest between their personal interests and the interests of the Company. In particular, without the specific permission of our Chairman
of the Audit Committee, ethics officer or our Board (including contracts approved by our Board), no director, employee or consultant,
or a member of his or her family shall, unless disclosed to us, engage in the list of conflict of interest transactions set forth in the
Code of Ethics. Our directors, employees and consultants must immediately notify the Chairman of the Audit Committee or our ethics officer
of the existence of any actual or potential conflict of interest so that the circumstances can be reviewed for a decision on whether a
conflict of interest is present, and if so, what course of action is to be taken.
Our audit committee, pursuant to its written charter,
is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee
will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party
transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar
circumstances and the extent of the related party’s interest in the transaction.
Director Independence
We currently have six directors serving on our
Board of Directors. We are not listed on a national securities exchange, but for purposes of this disclosure we have selected the independence
requirements of the NYSE American LLC. Using the definition of independence set forth in the rules of the NYSE American, John Boehner,
Lenard Boggio, Daniel Earle and Poonam Puri would be considered independent directors of the Company.
Item 14. Principal Accounting Fees and Services
Audit Fees
For the fiscal year ended December 31, 2020, the
fees billed by Davidson & Company LLP, our principal accountant, to us for services rendered for the review of the financial statements
included in the quarterly reports on Form 10-Q filed with the SEC were $15,000 and $37,500 for the 2020 audit of the annual financial
statements.
Audit-Related Fees
For the fiscal years ended December 31, 2020 and
2019, there were no fees billed to us by our principal accountant for the audit or review of the financial statements that are not reported
above under Audit Fees.
Tax Fees
For the fiscal year ended December 31, 2020 and
2019, there were no fees billed to us by Davidson & Company LLP.
All Other Fees
For the fiscal years ended December 31, 2020 and
2019, there were no fees billed to us by our principal accountant for services other than services described above.
Policy on Audit Committee Pre-Approval of Audit
and Permissible Non-Audit Services of Independent Auditors
The policy of our Audit Committee is to pre-approve
all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related
services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as
to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management
are required to periodically report to our Board of Directors regarding the extent of services provided by the independent auditors in
accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular
services on a case-by-case basis. Our Audit Committee approved all services that our independent accountants provided to us in the past
two fiscal years.