UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.08 Shareholder Director Nominations.
The Board of Directors of Augusta Gold Corp. (the “Company”), has established Thursday, June 20, 2024 as the date of the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). Stockholders of record at the close of business on May 2, 2024 and only such stockholders will be entitled to notice of and to vote at the 2024 Annual Meeting. The time and location of the 2024 Annual Meeting will be as set forth in the Company’s proxy statement for the 2024 Annual Meeting.
Because the date of the 2024 Annual Meeting differs by more than thirty days from the anniversary date of the Company’s 2023 annual meeting of stockholders, which was held on September 7, 2023, the deadline for submission of any stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the deadlines for any stockholder to submit a nominee to serve as director or to submit a proposal to be considered at the meeting or for inclusion in the Company’s proxy materials outside of Rule 14a-8, as set forth in the Company’s proxy statement, filed with the United States Securities and Exchange Commission (the “SEC”) on July 28, 2023, no longer apply. Pursuant to the Company’s bylaws (the “Bylaws”) and Rule 14a-5(f) of the Exchange Act, the Company is hereby providing notice of the revised deadlines for such proposals by means of this report.
To be considered for inclusion in the Company’s proxy materials for the 2024 Annual Meeting in accordance with Rule 14a-8, stockholder proposals must be submitted in writing by April 9, 2024, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to the 2024 Annual Meeting.
In accordance with the Company’s Bylaws, because the date of the 2024 Annual Meeting will be accelerated by more than thirty days before the anniversary of the Company’s 2023 annual meeting of stockholders, in order for a stockholder entitled to vote to bring a proposal or submit a nominee for director at the 2024 Annual Meeting, such stockholder must give notice to the Company in accordance with its Bylaws of such proposal or nominee and such notice by such stockholder must be received no later than the close of business on the 5th day following the day on which public announcement of the date of the 2024 Annual Meeting is first made. Accordingly, notice of stockholder proposals or nominations for director for the 2024 Annual Meeting must be received no later than 5:00 p.m. Vancouver local time on April 9, 2024.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees for the 2024 annual meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 21, 2024, being the date that is 60 calendar days prior to the date of the annual meeting.
Proposals and notices must be in writing and received by our Corporate Secretary at Suite 555 – 999 Canada Place, Vancouver, BC, Canada V6C 3E1, and must also comply with the requirements set forth in the rules and regulations of the Exchange Act and the Company’s Bylaws.
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 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: April 4, 2024 | By: | /s/ Tom Ladner |
| Name: | Tom Ladner | |
| Title: | VP Legal | |
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