Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement

On March 27, 2024, Augusta Gold Corp. a Nevada corporation (the "Company"), entered into Amendment Number One (the "Amendment") to its previously issued Secured Promissory Note Purchase Agreement dated on September 13, 2022 (the "Purchase Agreement") with Augusta Investments Inc. (the "Purchaser"), pursuant to which the Purchaser agreed to purchase a secured promissory note in the amount of US$22,232,561 (the "Note").

The Amendment amends the Purchase Agreement to: (i) amend the terms of the Purchase Agreement such that all amounts loaned to the Company under the Purchase Agreement are set forth on Schedule A to the Note, as amended and restated, from time to time; (ii) provide that the Note will be secured by an amended and restated guarantee and security agreement dated March 27, 2024 (the "Amended and Restated Security Agreement"); (iii) amend the Purchase Agreement to provide for multiple closings to occur at mutually agreed upon dates as necessary; (iv) amend the deliverable documents for each closing; and (v) amend the governing law from Delaware to Nevada.

The Amendment also provides that in consideration of the Purchaser granting an extension to the maturity date of the Note from March 31, 2024 to June 30, 2024, the Company has agreed to pay to the lender an extension fee of $27,790.70, which amount will be accrued in the Note and due on the maturity date of the Note.

Other than the amendments set forth above, the Amendment does not otherwise amend, alter, supplement or change the provisions of the Purchase Agreement.

In connection with entering into the Amendment, the Purchaser loaned the Company an additional $525,000, less a $25,000 loan origination fee, and the Company issued an amended and restated Note to the Purchaser dated March 27, 2024 (the "Amended and Restated Note"). The Amended and Restated Note amends the Note to provide that the principal amount due and payable thereunder will be set forth on Schedule A thereto, as amended from time to time, by the mutual agreement of the parties. As issued on March 27, 2024, the Amended and Restated Note is for a principal amount of $22,793,852.82, which includes (i) the original issue amount of the Note on September 13, 2022 of $22,232,561, (ii) an extension fee of $33,501.12 on December 13, 2023, (iii) the $525,000 loan on March 27, 2024 and (iv) the extension fee of $27,790.70 on March 27, 2024. The Amended and Restated Note bears interest at a rate of prime plus 3% andhas an outside maturity date of June 30, 2024. The Amended and Restated Note also amends the governing law of the Note from Delaware to Nevada. The Amended and Restated Note otherwise has the same terms and conditions of the Note, as disclosed in Item 1.01 of the Company's Current Report on Form 8-K as filed on September 19, 2022, which disclosure is incorporated herein by reference.

The Amended and Restated Note is secured by a first-priority, perfected security interest in all the assets of the Company and its subsidiaries pursuant to the Amended and Restated Security Agreement and a certain deed of trust, assignment of leases, rents and contracts, security agreement and fixture filing (the "Deed of Trust") to be filed by the Company pursuant to the requirements of the Amended and Restated Security Agreement. The payment of the obligations of the Company under the Amended and Restated Note is also guaranteed by each of the subsidiaries of the Company pursuant to the Amended and Restated Security Agreement.

The foregoing summary of the material terms of the Amendment, the Amended and Restated Note, the Amended and Restated Security Agreement and the Deed of Trust do not purport to be complete and are qualified in their entirety by reference to the Amendment, the Amended and Restated Note, the Amended and Restated Security Agreement and the form of the Deed of Trust, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto, and which are incorporated by reference herein.