Exhibit 5.2
January 20, 2023
Augusta Gold Corp.
Suite 555 - 999 Canada Place
Vancouver, BC, Canada V6C 3E1
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as Canadian counsel to Augusta Gold Corp., a Delaware corporation (the “Corporation”), in connection with the filing by the Corporation with the Securities and Exchange Commission (the “Commission”) of a prospectus supplement dated January 11, 2023 (the “Prospectus Supplement”), to the prospectus effective August 18, 2022 (together with the Prospectus Supplement, the “Prospectus”) included in the Registration Statement on Form S-3 SEC File No. 333-266055 (the “Registration Statement”) filed by the Corporation with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by the Corporation of 5,847,954 units of the Corporation (“Units”) on a “bought deal” underwritten basis, at a price of C$1.71 per Unit (the “Offering Price”), including the 877,193 Units (“Additional Units”) issuable upon exercise of the Underwriters’ over-allotment option (“Over-Allotment Option”), pursuant to a certain Underwriting Agreement, dated January 11, 2023 (the “Underwriting Agreement”), between the Corporation and Eight Capital (the (“Lead Underwriter”), as the lead underwriter and sole bookrunner, on its own behalf and on behalf of a syndicate of underwriters listed in the Underwriting Agreement (collectively, the “Underwriters”) (the transaction, the “Offering”).
Each Unit will be comprised of one share of the Corporation’s common stock, par value $0.0001 (the “Common Stock”, the “Shares” and each share, a “Share”) and one-half of one Common Stock purchase warrant (each whole Common Stock purchase warrant, a “Unit Warrant”). Each Unit Warrant will entitle the holder to acquire one Share (each, a “Unit Warrant Share”) at an exercise price of C$2.30 for a period of 36 months following the closing of the Offering. The Unit Warrants will be issued pursuant to, and be governed by, a warrant indenture (the “Warrant Indenture”) to be entered into by the Corporation and a warrant agent at the closing of the Offering.
Pursuant to the Underwriting Agreement, the Corporation has agreed to issue to the Underwriters or their designees, Common Stock purchase warrants (the “Compensation Warrants”) to purchase up to a number of Shares equal to 5% of the Units sold pursuant to the Offering (including, if applicable, any Additional Units issued pursuant to the Over-Allotment Option). Each Compensation Warrant entitles the holder thereof to purchase one Share (each, a “Compensation Warrant Share”) at an exercise price of C$1.71 for a period of 12 months following the closing of the Offering. The Compensation Warrants will be issued pursuant to, and be governed by, compensation warrant certificates (each, a “Compensation Warrant Certificate”) to be executed by the Corporation at the closing of the Offering.
Augusta Gold Corp.
January 11, 2023
Page 2
For purposes of the opinions set forth below, we have examined the following:
(a) | the Underwriting Agreement; |
(b) | the Warrant Indenture, including the specimen form of certificate to evidence the Unit Warrants; and |
(c) | the form of Compensation Warrant Certificate. |
We have also examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons, and with respect to all parties to agreements or instruments relevant hereto other than the Corporation, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Corporation and of public officials.
We understand that the Corporation has received an opinion of even date hereof from Dorsey & Whitney LLP as to the due authorization, execution and delivery of the Warrant Indenture and the Compensation Warrant Certificates. Given such due authorization, execution and delivery, we are of the opinion that the Unit Warrants and the Compensation Warrants, when issued by the Corporation against payment therefor in the circumstances contemplated by the Underwriting Agreement, will constitute valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms.
Our opinions expressed above are limited to the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Corporation with the Commission on the date hereof, which Current Report on Form 8-K will be incorporated by reference into the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Cassels Brock & Blackwell LLP