AUGUSTA GOLD CORP. : Unregistered Sale of Equity Securities, Other Events (form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On March 4, 2021, Augusta Gold Corp. (the "Corporation") closed a private placement (the "Offering") of units of the Corporation (the "Units") at a price of C$2.25 per Unit ("Offering Price"), each Unit comprised of one share of common stock of the Corporation (a "Unit Share") and one half of one common stock purchase warrant (each full warrant, a "Warrant"). Each Warrant entitles the holder to acquire one share of common stock (a "Warrant Share") at an exercise price of C$2.80 per Warrant Share for a period of three (3) years from the date of issuance.

Pursuant to the closing of the Offering, the Corporation issued 7,555,556 Unit Shares and 3,777,784 Warrants to investors upon payment of the Offering Price in cash. The Unit Shares and Warrants were issued to investors inside the United States pursuant to the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") under Rule 506(b) of Regulation D under the U.S. Securities Act and outside the United States pursuant to the exclusion from the registration requirements under the U.S. Securities Act under Rule 903 of Regulation S under the U.S. Securities, in each case, in reliance upon the representations and warranties made to the Corporation by the investors.

Item 8.01 Other Events.

On March 4, 2021, the Corporation issued a press release that announced the closing of its private placement of Units for gross aggregate proceeds of C$17 million.

A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01  Exhibits



Exhibit No. Name
  4.1         Form of Warrant

99.1 Press Release dated March 4, 2021

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