If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, please check the following box. x
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Austin Gold Corp. (the “Company”,
“we”, “our”, or “us”) may offer and sell, from time to time, up to $100,000,000 aggregate initial
offering price of common shares in the capital of the Company, without par value (which we refer to herein as “Common Shares”),
warrants to purchase Common Shares (which we refer to herein as “Warrants”), subscription receipts for Common Shares, Warrants
or any combination thereof (which we refer to herein as “Subscription Receipts”), or any combination thereof (which we refer
to herein as “Units”) (collectively, the Common Shares, Warrants, Subscription Receipts, and Units are referred to herein
as the “Securities”) in one or more transactions under this base prospectus (which we refer to herein as the “Prospectus”).
This Prospectus also covers (i) Common Shares that may be issued upon exercise of warrants and (ii) such indeterminate amount
of securities as may be issued in exchange for, or upon conversion of, as the case may be, the securities registered hereunder, including,
in each case, an indeterminate number of Common Shares that may be issued pursuant to anti-dilution or adjustment provisions in Warrants
or Subscription Receipts issuable hereunder.
This Prospectus provides you with a general description
of the Securities that the Company may offer. Each time the Company offers Securities, it will provide you with a prospectus supplement
(which we refer to herein as the “Prospectus Supplement”) that describes specific information about the particular Securities
being offered and may add, update or change information contained in this Prospectus. You should read both this Prospectus and the Prospectus
Supplement, together with any additional information which is incorporated by reference into this Prospectus. This Prospectus may
not be used to offer or sell securities without the Prospectus Supplement which includes a description of the method and terms of that
The Company may sell the Securities on a continuous
or delayed basis to or through underwriters, dealers or agents or directly to purchasers. The Prospectus Supplement, which the Company
will provide to you each time it offers Securities, will set forth the names of any underwriters, dealers or agents involved in the sale
of the Securities, and any applicable fee, commission or discount arrangements with them. For additional information on the methods of
sale, you should refer to the section entitled “Plan of Distribution” in this Prospectus.
The Common Shares are traded on the NYSE American
(which we refer to as “NYSE American”) under the symbol “AUST”. On June 12, 2023, the last reported sale
price of the Common Shares on the NYSE American was $1.025 per Common Share. There is currently no market through which the Securities,
other than the Common Shares, may be sold and purchasers may not be able to resell the Securities purchased under this Prospectus. This
may affect the pricing of the Securities, other than the Common Shares, in the secondary market, the transparency and availability of
trading prices, the liquidity of these Securities and the extent of issuer regulation. See “Risk Factors”.
We are an “emerging growth company”
and a “foreign private issuer” under applicable Securities and Exchange Commission (“SEC”) rules, and will be
subject to reduced public company reporting requirements for this Prospectus and future filings.
Investing in the Securities involves a high
degree of risk. Prospective investors in a particular offering of Securities should carefully consider the following risks as well as
the other information contained in this Prospectus, any applicable Prospectus Supplement, and the documents incorporated by reference
herein before investing in the Securities. If any of the following risks actually occurs, the Company’s business could be materially
harmed. The risks and uncertainties described below are not the only ones the Company faces. Additional risks and uncertainties, including
those of which the Company is currently unaware or that the Company deems immaterial, may also adversely affect the Company’s business.
Risks Related to our Financial Condition
We have a limited
operating history on which to base an evaluation of our business and prospects.
Austin Gold is an exploration
company and has no history of operations, mining or refining mineral products. Austin Gold is subject to many risks common to such enterprises,
including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues.
There is no assurance that Austin Gold will be successful in achieving a return on an investment for investors in the common shares and
Austin Gold’s likelihood of success must be considered in light of its early stage of operations.
There can be no assurance
that the Austin Gold Properties or any other property will be successfully placed into production, produce minerals in commercial quantities
or otherwise generate operating earnings. Advancing projects from the exploration stage into development and commercial production requires
significant capital and time and will be subject to the successful completion of further technical studies, permitting requirements and
the construction of mines, processing plants, roads and related works and infrastructure. Austin Gold will continue to incur losses until
mining-related operations successfully reach commercial production levels and generate sufficient revenue to fund continuing operations.
We have no operating revenues and a
history of losses.
Austin Gold has no operating
revenues or earnings and a history of losses, and no operating revenues are anticipated until one of Austin Gold’s projects comes
into production, which may or may not occur. As such, there is no certainty that Austin Gold will generate revenue from any source, operate
profitably or provide a return on investment in the future. Austin Gold will continue to experience losses unless and until it can successfully
develop and begin profitable commercial production at one of its mining properties. There can be no assurance that Austin Gold will be
able to do so.
We will require significant additional
capital to fund our business plan.
Austin Gold plans to
focus on exploring for minerals and will use its working capital to carry out such exploration. Austin Gold has no source of operating
cash flow and no assurance that acceptable additional funding will be available to it for the further exploration and development of its
projects. The Company has incurred net losses in the past and may incur losses in the future and will continue to incur losses until and
unless it can derive sufficient revenues and earnings from its mineral projects. These conditions, including other factors described herein,
could result in material uncertainty regarding the Company’s ability to continue as a going concern.
It is likely that the
development and exploration of Austin Gold’s properties will require substantial additional financing. Further exploration and development
of the Austin Gold Properties and/or other properties acquired by Austin Gold may be dependent upon its ability to obtain acceptable financing
through equity or debt, and there can be no assurance that it will be able to obtain adequate financing in the future or that the terms
of such financing will be acceptable. Failure to obtain such additional financing could result in the delay or indefinite postponement
of further exploration and development of Austin Gold’s projects and Austin Gold may become unable to carry out its business objectives.
We are subject to currency rate risk
related to our reporting currency.
Austin Gold may be subject
to currency risks. Austin Gold’s reporting currency is the US dollar, which is exposed to fluctuations against other currencies.
Austin Gold’s Properties are located in the United States with corporate operations in Canada. Should Austin Gold expand its operations
into additional countries its expenditures and obligations may be incurred in foreign currencies. As such, Austin Gold’s results
of operations may become subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position
and operating results of Austin Gold. At this time, Austin Gold has not implemented measures to mitigate transactional volatility in the
Canadian dollar. Austin Gold may, however, enter into foreign currency forward contracts in order to match or partially offset existing
We may have liquidity risk due to our
reliance on additional financing.
Liquidity risk arises
through the excess of financial obligations due over available financial assets at any point in time. Austin Gold’s objective in
managing liquidity risk will be to maintain sufficient readily available cash reserves and credit in order to meet its liquidity requirements
at any point in time. As Austin Gold does not currently have revenue, and is not expected to have revenue in the foreseeable future, Austin
Gold will be reliant upon debt and equity financing to mitigate liquidity risk. The total cost and planned timing of acquisitions and/or
other development or construction projects is not currently determinable and it is not currently known precisely when Austin Gold will
require external financing in future periods. There is no guarantee that external financing will be available on commercially reasonable
terms, or at all, and Austin Gold’s inability to finance future development and acquisitions would have a material and adverse effect
on Austin Gold and its business and prospects.
Increased costs could affect our financial
We anticipate that costs
at our projects and properties that we may explore or develop will frequently be subject to variation from one year to the next due
to a number of factors, such as changing grade, metallurgy and revisions to mine plans, if any, in response to the physical shape and
location of an identified ore body. In addition, costs are affected by the price of commodities such as fuel, steel, rubber, and electricity.
Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations
less profitable. A material increase in costs at any significant location could have a significant effect on our profitability.
Risks Related to our Company
Our reliance on a limited number of
properties presents development risks.
The Austin Gold Properties
include the Kelly Creek Project, the Lone Mountain Project, and the Miller Project, all located in Nevada, USA and the Stockade Mountain
Project, located in Malheur County, Oregon, USA. As a result, unless Austin Gold acquires additional property interests, any adverse developments
affecting these properties would have a material adverse effect upon Austin Gold and would materially affect any potential mineral production,
profitability, financial performance and results of operations of Austin Gold. While Austin Gold may seek to acquire additional mineral
properties in accordance with its business objectives, there can be no assurance that Austin Gold will be able to identify suitable additional
mineral properties or, if it does identify suitable properties, that it will have sufficient financial resources to acquire such properties
or that such properties will be available on terms acceptable to Austin Gold or at all and that Austin Gold will be able to successfully
develop such properties and bring such properties into commercial production.
We have no history of mineral production.
There is no history of
mineral production on the Austin Gold Properties. The Austin Gold Properties are a high risk, speculative venture, and only a minimal
amount of exploration and sampling has been conducted on the properties by the Company. There is no certainty that the expenditures proposed
to be made by Austin Gold towards the search for and evaluation of gold or other minerals with regard to the Austin Gold Properties or
otherwise will result in discoveries of commercial quantities of gold or other minerals.
Furthermore, there is
no assurance that commercial quantities of minerals will be discovered at any properties acquired in the future by Austin Gold, nor is
there any assurance that any future exploration programs of Austin Gold on the Austin Gold Properties or any other properties will yield
any positive results. Even where commercial quantities of minerals are discovered, there can be no assurance that any property of Austin
Gold will ever be brought to a stage where mineral resources can be identified and mineral reserves can be profitably produced. Factors
which may limit the ability of Austin Gold to produce mineral reserves from its properties include, but are not limited to, the price
of mineral resources, the availability of additional capital and financing and the nature of any mineral deposits.
We are an early-stage development company
which presents additional risks to our success.
Austin Gold is a junior
resource company focused primarily on the acquisition, exploration and development of mineral properties located in Nevada and Oregon.
Austin Gold’s Properties have no established mineral reserves due to the early stage of exploration at this time. Any reference
to potential quantities and/or grade is conceptual in nature, as there has been insufficient exploration to define any mineral resource
and it is uncertain if further exploration will result in the determination of any mineral resource. Quantities and/or grade described
in this Prospectus should not be interpreted as assurances of a potential resource or reserve, or of potential future mine life or of
the profitability of future operations.
The exploration and development
of mineral deposits involves a high degree of financial risk over a significant period of time. Few properties that are explored are ultimately
developed into producing mines and there is no assurance that any of Austin Gold’s projects can be mined profitably. Substantial
expenditures are required to establish mineral resources and reserves through drilling, to develop metallurgical processes to extract
the metal from the ore and in the case of new properties, to develop the mining and processing facilities and infrastructure at any site
chosen for mining. It is impossible to ensure that the current exploration and development programs of Austin Gold will result in profitable
commercial mining operations. The profitability of Austin Gold’s operations will be, in part, directly related to the cost and success
of its exploration and development programs, which may be affected by a number of factors. Substantial expenditures are required to establish
mineral resources and reserves that are sufficient to support commercial mining operations and to construct, complete and install mining
and processing facilities on those properties that are actually developed.
No assurance can be given
that any particular level of recovery of minerals will be realized or that any potential quantities and/or grade will ever qualify as
a mineral resource or reserve, or that any such mineral resource or reserve will ever qualify as a commercially mineable (or viable) deposit
which can be legally and economically exploited.
Where expenditures on
a property have not led to the discovery of mineral resources or reserves, incurred expenditures will generally not be recoverable.
Our properties are in the exploration
We have not established
that our properties contain any mineral reserve according to recognized reserve guidelines, nor can there be any assurance that we will
be able to do so. A mineral reserve is defined by the SEC in Regulation SK 1300 as that part of a mineral deposit, which could be economically
and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a “reserve”
that meets the requirements of Regulation SK 1300 is extremely remote; in all probability our mineral properties do not contain any “reserves”
and any funds that we spend on exploration could be lost. Even if we do eventually discover a mineral reserve on our properties, there
can be no assurance that they can be developed into producing mines and extract those minerals. Both mineral exploration and development
involve a high degree of risk and few mineral properties which are explored are ultimately developed into producing mines.
The commercial viability
of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes
of the mineral deposit, the proximity of the mineral deposit to infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction
of any identified mineral deposit unprofitable.
As an emerging
growth company, our auditor is not required to attest to the effectiveness of our internal controls.
Our independent auditors
are not required to attest to the effectiveness of our internal control over financial reporting while we are an emerging growth company.
This means that the effectiveness of our financial operations may differ from our peer companies in that they may be required to obtain
independent registered public accounting firm attestations as to the effectiveness of their internal controls over financial reporting
while we are not. While our management will be required to attest to internal controls over financial reporting and we will be required
to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the independent registered public accounting
firm’s review process in assessing the effectiveness of our internal controls over financial reporting, if obtained, would not find
one or more material weaknesses or significant deficiencies. Further, once we cease to be an emerging growth company, we will be subject
to independent registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting
unless our public float is less than $75 million. Even if management finds such controls to be effective, our independent registered public
accounting firm may decline to attest to the effectiveness of such internal controls and issue a qualified report.
We expect that
we will be considered a smaller reporting company under the Exchange Act and will be exempt from certain disclosure requirements, which
could make our common shares less attractive to potential investors.
Rule 12b-2 of the
Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer,
or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:
||had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or|
||in the case of an initial registration statement under the Securities Act, or the Exchange Act of 1934, as amended, which we refer to as the Exchange Act, for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated initial public offering price of the shares; or|
||in the case of an issuer whose public float as calculated under the previous two bullet points was zero or less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.|
We believe that we are
a smaller reporting company, and as such that we will not be required and may not include a Compensation Discussion and Analysis section
in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial
data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller
reporting companies. These “scaled” disclosure requirements make our securities less attractive to potential investors, which
could make it more difficult for our securityholders to sell their securities.
We are a foreign
private issuer which exempts us from complying with certain reporting requirements.
Austin Gold is considered
a “foreign private issuer” and will report under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) as a non-U.S. company with foreign private issuer status. This means that, as long as we qualify as a foreign private
issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public
||the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;|
||the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and|
rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial
and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.
We may take advantage
of these exemptions (or voluntarily comply with the requirements applicable to U.S. domestic public companies) until such time as we are
no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting
securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers
or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our
business is administered principally in the United States.
If we fail to maintain
our foreign private issuer status and decide, or are required, to register as a U.S. domestic issuer, the regulatory and compliance costs
to us will be significantly more than the costs incurred as a foreign private issuer. In such event, we would not be eligible to use foreign
issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with
the SEC, which are generally more detailed and extensive than the forms available to a foreign private issuer.
It may be difficult
to enforce judgments or bring actions outside the United States against us and certain of our directors.
We are a Canadian corporation
and certain of our officers and directors are neither citizens nor residents of the United States. A substantial part of the assets of
several of these persons, are located outside the United States. As a result, it may be difficult or impossible for an investor:
||to enforce in courts outside the United States judgments obtained in United States courts based upon the civil liability provisions of United States federal securities laws against these persons and the Company; or|
bring in courts outside the United States an original action to enforce liabilities based upon United States federal securities laws
against these persons and the Company.
We may be a “passive
foreign investment company” (“PFIC”), which may have adverse U.S. federal income tax consequences for U.S. investors.
We believe that we were
classified as a PFIC for our most recently completed tax year, and based on current business plans and financial expectations, we
expect that we may be a PFIC for our current tax year and subsequent tax years. If we are a PFIC for any year during a
U.S. taxpayer’s holding period of Common shares, then such U.S. taxpayer generally will be required to treat any gain realized upon
a disposition of the Common shares or any so-called “excess distribution” received on its Common shares as ordinary income,
and to pay an interest charge on a portion of such gain or distribution. In certain circumstances, the sum of the tax and the interest
charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S.
taxpayer. Subject to certain limitations, these tax consequences may be mitigated if a U.S. taxpayer makes a timely and effective QEF
Election (as defined below) or a Mark-to-Market Election (as defined below). A U.S. taxpayer who makes a timely and effective QEF Election
generally must report on a current basis its share of our net capital gain and ordinary earnings for any year in which we are a PFIC,
whether or not we distribute any amounts to our shareholders. However, U.S. taxpayers should be aware that there can be no assurance that
we will satisfy the record keeping requirements that apply to a qualified electing fund, or that we will supply U.S. taxpayers with information
that such U.S. taxpayers require to report under the QEF Election rules, in the event that we are a PFIC and a U.S. taxpayer wishes to
make a QEF Election. Thus, U.S. taxpayers may not be able to make a QEF Election with respect to their Common shares. A U.S. taxpayer
who makes the Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of
the Common shares over the taxpayer’s basis therein. This paragraph is qualified in its entirety by the discussion below under the
heading “Certain United States Federal Income Tax Considerations — Passive Foreign Investment Company Rules.” Each
potential investor who is a U.S. taxpayer should consult its own tax advisor regarding the tax consequences of the PFIC rules and
the acquisition, ownership, and disposition of the Common shares.
A limited number
of our officers and directors own a majority of our common shares and exercise control over us.
As at the date of this
Prospectus, officers and directors of Austin Gold, including Dennis Higgs (President and Director), Darcy Higgs (Corporate Secretary),
Joseph Ovsenek (Chairman and Director) and Kenneth McNaughton (VP Exploration and Director) hold, directly or indirectly, 6,716,668 common
shares, approximately 50.61% of the issued and outstanding common shares, and are Austin Gold’s largest shareholders. Each of these
persons also serve as an officer and/or director of Austin Gold, which may give rise to conflicts of interest. As a result, these persons
have the ability to influence the outcome of matters submitted to the shareholders of Austin Gold for approval, which could include the
election and removal of directors, amendments to Austin Gold’s corporate governing documents and business combinations. Austin Gold’s
interests and those of these persons may at times conflict, and this conflict might be resolved against Austin Gold’s interests.
The concentration of approximately 50.61% of the issued and outstanding common shares in the hands of these shareholders may discourage
an unsolicited bid for the common shares, and this may adversely impact the value and trading price of the common shares.
We do not currently
insure against all the risks and hazards of mineral exploration, development and mining operations.
Austin Gold’s business
is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes,
unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment, natural phenomena
such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production
facilities, personal injury or death, environmental damage to Austin Gold’s properties or the properties of others, delays in the
ability to undertake exploration, monetary losses and possible legal liability.
Although Austin Gold
may maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover
all the potential risks associated with its operations. Austin Gold may also be unable to maintain insurance to cover these risks at economically
feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover,
insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available
to Austin Gold or to other companies in the mining industry on acceptable terms. Austin Gold might also become subject to liability for
pollution or other hazards which it may not be insured against or which Austin Gold may elect not to insure against because of premium
costs or other reasons. Losses from these events may cause Austin Gold to incur significant costs that could have a material adverse effect
upon its financial performance and results of operations.
We may enter into
joint ventures and partnerships which will expose us to risks related to third-party performance under these agreements.
Austin Gold may in the
future enter into partnerships, option agreements and/or joint ventures as a means of acquiring additional property interests or to fully
exploit the exploration and production potential of its assets. The failure of any partner to meet its obligations to Austin Gold or other
third parties, or any disputes with respect to third parties’ respective rights and obligations, could have a material adverse effect
on Austin Gold’s rights under such agreements. Austin Gold may also be unable to exert direct influence over strategic decisions
made in respect of properties that are subject to the terms of these agreements, which may have a materially adverse impact on the strategic
value of the underlying mineral claims. Furthermore, in the event Austin Gold is unable to meet its obligations or share of costs incurred
under agreements to which it is a party, the Company may have its property interests subject to such agreements reduced as a result or
face the termination of such agreements.
We are subject to risks regarding completing
and integrating acquisitions.
From time to time, it
can be expected that Austin Gold will examine opportunities to acquire additional exploration and/or mining assets and businesses. Any
acquisition that Austin Gold may choose to complete may be of a significant size, will require significant attention by Austin Gold’s
management, may change the scale of Austin Gold’s business and operations, and may expose Austin Gold to new geographic, political,
operating, financial and geological risks. Austin Gold’s success in its acquisition activities depends upon its ability to identify
suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully
with those of Austin Gold. Any acquisitions would be accompanied by risks. In the event that Austin Gold chooses to raise debt capital
to finance any such acquisitions, Austin Gold’s leverage will be increased. If Austin Gold chooses to use equity as consideration
for such acquisitions, existing shareholders may suffer dilution. Alternatively, Austin Gold may choose to finance any such acquisitions
with its existing resources, which would result in the depletion of such resources. There can be no assurance that Austin Gold would be
successful in overcoming these risks or any other problems encountered in connection with such acquisitions, that Austin Gold would be
able to successfully integrate the acquired business into Austin Gold’s pre-existing business or that any such acquisition would
not have a material and adverse effect on Austin Gold.
We are reliant on certain key personnel.
Austin Gold’s development
will depend on the efforts of key management and other key personnel, including Dennis Higgs (President and Director), Grant Bond (CFO),
Joseph Ovsenek (Chairman and Director), Kenneth McNaughton (VP Exploration and Director), Darcy Higgs (Corporate Secretary) and Robert
“Bob” Hatch (Consulting Geologist). Loss of any of these people, particularly to competitors, could have a material adverse
effect on Austin Gold’s business. Further, with respect to the future development of Austin Gold’s projects, it may become
necessary to attract both international and local personnel for such development. The marketplace for key skilled personnel is becoming
more competitive, which means the cost of hiring, training and retaining such personnel may increase. Factors outside Austin Gold’s
control, including competition for human capital and the high level of technical expertise and experience required to execute this development,
will affect Austin Gold’s ability to employ the specific personnel required. Due to the relatively small size of Austin Gold, the
failure to retain or attract a sufficient number of key skilled personnel could have a material adverse effect on Austin Gold’s
business, results of future operations and financial condition. Moreover, Austin Gold does not intend to take out ‘key person’
insurance in respect of any directors, officers or other employees.
Certain of our directors and officers
may have conflicts of interest.
Certain of the directors
and officers of Austin Gold also serve as directors and/or officers of other companies involved in natural resource exploration and development
and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any
of such directors and officers involving Austin Gold must be made in accordance with their duties and obligations to deal fairly and in
good faith with a view to the best interests of Austin Gold and its shareholders.
We may experience
difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure to manage our growth
effectively could have a material adverse effect on our business and financial condition.
The hiring and retention
of qualified personnel in the mining industry is highly competitive. We may experience difficulty in competing with more established and
better financed companies in retaining our current management or hiring new personnel to meet our business and financial requirements.
If we are unable to hire or retain necessary personnel it could materially adversely affect our results of operations and financial condition.
we may not be able to certify that our internal control over financial reporting is effective, which may negatively impact the market
price of our common shares.
Internal controls over
financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded
against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed
and operated, can provide only reasonable, and not absolute, assurance with respect to the reliability of financial reporting and financial
statement preparation. Though Austin Gold intends to put into place a system of internal controls appropriate for its size, and reflective
of its level of operations, there are limited internal controls currently in place. Austin Gold has a very limited history of operations
and has not made any assessment as to the effectiveness of its internal controls. If we identify material weaknesses in our internal control
over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner
or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is
unable to express an opinion as to the effectiveness of Austin Gold’s internal control over financial reporting when required, investors
may lose confidence in the accuracy and completeness of our financial reports and the market price of the common shares could be negatively
affected. We also could become subject to investigations by the stock exchange on which the securities are listed, the Commission, or
other regulatory authorities, which could require additional financial and management resources.
We are dependent
upon information technology (“IT”) systems, which are subject to disruption, damage, failure and risks associated with implementation
We are dependent upon
IT systems in the conduct of our operations including systems and networks which are provided and maintained by third-party contractors. Our
IT systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security
breaches, cyber-attacks, natural disasters and defects in design. Cybersecurity incidents, in particular, are evolving and include,
but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could
lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data. Various
measures have been implemented to manage our risks related to IT systems and network disruptions. However, given the unpredictability
of the timing, nature and scope of IT disruptions, we could potentially be subject to operational delays, the compromising of confidential
or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems
and networks or financial losses from remedial actions, any of which could have a material adverse effect on our cash flows, competitive
position, financial condition or results of operations.
Risks Related to the Mining Industry
Mining exploration, development and
operating have inherent risks.
Mining operations generally
involve a high degree of risk. Austin Gold’s operations are subject to all the hazards and risks normally encountered in the exploration,
development and production of gold and other minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts,
cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction
of, mines and other production facilities, damage to life or property, environmental damage and possible legal liability. The financing,
exploration, development and mining of any of Austin Gold’s properties is furthermore subject to a number of macroeconomic, legal
and social factors, including commodity prices, laws and regulations, political conditions, currency fluctuations, the ability to hire
and retain qualified people, the inability to obtain suitable and adequate machinery, equipment or labor and obtaining necessary services
in the jurisdictions in which Austin Gold operates. Unfavorable changes to these and other factors have the potential to negatively affect
Austin Gold’s operations and business.
Major expenses may be
required to locate and establish mineral reserves and resources, to develop metallurgical processes and to construct mining and processing
facilities at a particular site. Mining, processing, development and exploration activities depend, to one degree or another, on adequate
infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating
costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure
could adversely affect Austin Gold’s operations, financial condition and results of operations. It is impossible to ensure that
the exploration or development programs planned by Austin Gold will result in a profitable commercial mining operation. Whether a gold
or other precious or base metal or mineral deposit will be commercially viable depends on a number of factors, some of which are: the
particular attributes of the deposit, such as the quantity and quality of mineralization and proximity to infrastructure; mineral prices,
which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use,
importing and exporting minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in Austin Gold not receiving an adequate return on invested capital.
There is no certainty
that the expenditures to be made by Austin Gold towards the exploration and evaluation of gold or other minerals will result in discoveries
or production of commercial quantities of gold or other minerals. In addition, once in production, mineral reserves are finite and there
can be no assurance that Austin Gold will be able to locate additional reserves as its existing reserves are depleted.
There may be risks
and uncertainties related to title to land we own or lease and royalty interests on such land.
There are uncertainties
as to title matters in the mining industry. Any defects in title could cause Austin Gold to lose rights in its mineral properties and
jeopardize its business operations. Austin Gold’s mineral properties currently consist primarily of unpatented mining claims located
on lands administered by the BLM, Nevada and Oregon State Offices, to which Austin Gold only has possessory title of the mineral rights.
At the Kelly Creek Project, where Austin Gold is earning a joint venture interest, a significant portion of the property is leased private
ranch lands on which both surface and mineral rights are controlled by the ranch. Because title to unpatented mining claims is subject
to inherent uncertainties, it is difficult to determine conclusively the ownership of such claims. These uncertainties relate to such
things as sufficiency of mineral discovery, proper location and posting and marking of boundaries, proper and timely payment of annual
BLM claim maintenance fees, the existence and terms of royalties, and possible conflicts with other claims not determinable from descriptions
The present status of
Austin Gold’s unpatented mining claims located on public lands allows Austin Gold the right to mine and remove valuable minerals,
such as precious and base metals, from the claims conditioned upon applicable environmental reviews and permitting programs. Subject to
the permitting process, Austin Gold is also allowed to use the surface of the land solely for purposes related to mining and processing
the mineral-bearing ores. However, legal ownership of the land remains with the United States. Austin Gold remains at risk that the mining
claims may be forfeited either to the United States or to rival private claimants due to failure to comply with statutory requirements.
Prior to 1993, a mining claim locator who was able to prove the discovery of valuable, locatable minerals on a mining claim, and to meet
all other applicable federal and state requirements and procedures pertaining to the location and maintenance of federal unpatented mining
claims, had the right to prosecute a patent application to secure fee title to the mining claim from the federal government. The right
to pursue a patent, however, has been subject to a moratorium since October 1993, through federal legislation restricting the BLM
from accepting any new mineral patent applications. If Austin Gold does not obtain fee title to its unpatented mining claims, there can
be no assurance that it will be able to obtain compensation in connection with the forfeiture of such claims.
Pending Federal Legislation that may affect
the Company’s Operations
In recent years,
members of the United States Congress have repeatedly introduced bills which would supplant or alter the provisions of the General
Mining Act of 1872, a United States federal law that authorizes and governs prospecting and mining for economic minerals, such as
gold, platinum, and silver, on federally administered public lands. Such bills have proposed, among other things, to either eliminate
the right to a mineral patent, impose a federal royalty on production from unpatented mining claims, render certain federal lands unavailable
for the location of unpatented mining claims, afford greater public involvement in the mine permitting process, provide for citizen suits,
and impose new and stringent environmental operating standards and mined land reclamation requirements in addition to those already in
effect. Such proposed legislation could change the cost of holding unpatented mining claims and could significantly impact Austin Gold’s
ability to develop mineralized material on unpatented mining claims. Currently, most of Austin Gold’s mining claims are unpatented
claims. Although Austin Gold cannot predict what legislative changes might occur, the enactment of these proposed bills could adversely
affect the potential for development of its mining claims, the economics of any mines that it brings into operation on federal unpatented
mining claims, and as a result, adversely affect Austin Gold’s financial performance.
Title to Mineral Property Interests may
There may be challenges
to title to the mineral properties in which Austin Gold holds a material interest. If there are title defects with respect to any properties,
Austin Gold might be required to compensate other persons or to reduce its interest in the affected property. Furthermore, in any such
case, the investigation and resolution of these issues would divert Austin Gold management’s time from ongoing exploration and development
programs. Title insurance generally is not available for mining claims in the U.S. and Austin Gold’s ability to ensure that it has
obtained secure claim to individual mineral properties may be limited. The Austin Gold Properties may be subject to prior unregistered
liens, agreements, transfers or claims, including native land claims and title may be affected by, among other things, undetected defects.
In addition, Austin Gold may be unable to operate the properties as permitted or to enforce its rights with respect to its properties.
The failure to comply with all applicable laws and regulations, including a failure to pay taxes or annual BLM claim maintenance fees
may invalidate title to portions or all of the Austin Gold Properties. Austin Gold may incur significant costs related to defending the
title to its properties. A successful claim contesting title to a property may cause Austin Gold to compensate other persons, or to reduce
its interest in the affected property or to lose its rights to explore and, if warranted, develop that property. This could result in
Austin Gold not being compensated for its prior expenditures relating to the property. Also, in any such case, the investigation and resolution
of title issues would divert management’s time from ongoing exploration and, if warranted, development programs.
Mineral Properties may be Subject to Defects
The ownership and validity
or title of unpatented mining claims and concessions can at times be uncertain and may be contested. Austin Gold also may not have, or
may not be able to obtain, all necessary surface rights to develop a property. Austin Gold has taken reasonable measures, in accordance
with industry standards for properties at the same stage of exploration as those of Austin Gold, to ensure proper title to the Austin
Gold Properties. However, there is no guarantee that title to any of its properties will not be challenged or impugned.
Interpretation of Royalty Agreements; Unfulfilled
Royalty interests in
Austin Gold Properties, and any other royalty interests in respect of the properties of Austin Gold which may come into existence, may
be subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the
mining projects are located. Operators and other parties to the agreements governing royalty interests in Austin Gold Properties may interpret
their interests in a manner adverse to Austin Gold, and Austin Gold could be forced to take legal action to enforce its rights. Challenges
to the terms of such royalty interests or the existence of other royalties could have a material adverse effect on the business, results
of operations, cash flows and financial condition of Austin Gold. Disputes could arise with respect to, among other things:
||the existence or geographic extent of the royalty interests;|
||the methods for calculating royalties;|
||third party claims to the same royalty interest or to the property on which a royalty interest exists, or the existence of additional royalties on the same property;|
||various rights of the operator or third parties in or to a royalty interest;|
||production and other thresholds and caps applicable to payments of royalty interests;|
||the obligation of an operator to make payments on royalty interests;|
||various defects or ambiguities in the agreement governing a royalty interest; and|
||disputes over the interpretation of buy-back rights.|
Natural Resource Properties are Largely
Contractual in Nature
Parties to contracts
do not always honor contractual terms and contracts themselves may be subject to interpretation or technical defects. Accordingly, there
may be instances where Austin Gold would be forced to take legal action to enforce its contractual rights. Such litigation may be time
consuming and costly and there is no guarantee of success. Any pending proceedings or actions or any decisions determined adversely to
Austin Gold, may have a material and adverse effect on Austin Gold’s results of operations, financial condition and the trading
price of the common shares.
We may be unable to secure surface access
or purchase required surface rights.
Although the Company
acquires the rights to some or all of the minerals in the ground subject to the mineral tenures that it acquires, or has a right to acquire,
in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by such mineral tenures. In
such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities,
however, the enforcement of such rights through the courts can be costly and time consuming. It is necessary to negotiate surface access
or to purchase the surface rights if long-term access is required. There can be no guarantee that, despite having the right at law to
access the surface and carry on mining activities, we will be able to negotiate satisfactory agreements with any such existing landowners/occupiers
for such access or purchase of such surface rights, and therefore we may be unable to carry out planned mining activities. In addition,
in circumstances where such access is denied, or no agreement can be reached, we may need to rely on the assistance of local officials
or the courts in such jurisdiction the outcomes of which cannot be predicted with any certainty. Our inability to secure surface access
or purchase required surface rights could materially and adversely affect our timing, cost or overall ability to develop any mineral deposits
we may locate.
We are subject
to significant governmental regulations, which affect our operations and costs of conducting our business.
Austin Gold’s exploration
operations are subject to government legislation, policies and controls relating to prospecting, development, production, environmental
protection including sensitive plant and animal species such as the greater sage-grouse, preservation of antiquities and resources of
cultural heritage, mining taxes and labor standards. In order for Austin Gold to carry out its activities, its various licenses and permits
must be obtained and kept current. There is no guarantee that the Company’s licenses and permits will be granted, or that once granted
will be maintained and extended. In addition, the terms and conditions of such licenses or permits could be changed and there can be no
assurances that any application to renew any existing licenses will be approved. There can be no assurance that all permits that Austin
Gold requires will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with
the terms of any such permits that Austin Gold has obtained, could have a material adverse impact on Austin Gold. Austin Gold may be required
to contribute to the cost of providing the required infrastructure to facilitate the development of its properties and will also have
to obtain and comply with permits and licenses that may contain specific conditions concerning operating procedures, water use, waste
disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There can be no assurance that Austin
Gold will be able to comply with any such conditions and non-compliance with such conditions may result in the loss of certain of Austin
Gold’s permits and licenses on properties, which may have a material adverse effect on Austin Gold. Future taxation of mining operators
cannot be predicted with certainty so planning must be undertaken using present conditions and best estimates of any potential future
changes. There is no certainty that such planning will be effective to mitigate adverse consequences of future taxation on Austin Gold.
Our financial results and access to
capital may depend on commodity markets.
The price of Austin Gold’s
securities, its financial results, and its access to the capital required to finance its exploration activities may in the future be adversely
affected by declines in the price of precious and base metals and, in particular, the price of gold. Precious metal prices fluctuate widely
and are affected by numerous factors beyond Austin Gold’s control such as the sale or purchase of precious metals by various dealers,
central banks and financial institutions, interest rates, exchange rates, inflation or deflation, currency exchange fluctuation, global
and regional supply and demand, production and consumption patterns, speculative activities, increased production due to improved mining
and production methods, government regulations relating to prices, taxes, royalties, land tenure, land use and importing and exporting
of minerals, environmental protection, and international political and economic trends, conditions and events. If these or other factors
continue to adversely affect the price of gold, the market price of Austin Gold’s securities may decline and Austin Gold’s
operations may be materially and adversely affected.
We are subject to risks regarding market
fluctuations and commercial quantities.
The market for minerals
is influenced by many factors beyond Austin Gold’s control, including without limitation the supply and demand for minerals, the
sale or purchase of precious metals by various dealers, central banks and financial institutions, interest rates, exchange rates, inflation
or deflation, currency exchange fluctuation, global and regional supply and demand, production and consumption patterns, speculative activities,
increased production due to improved mining and production methods, government regulations relating to prices, taxes, royalties, land
tenure, land use and importing and exporting of minerals, environmental protection, and international political and economic trends, conditions
and events. In addition, the metals industry in general is intensely competitive and there is no assurance that, even if apparently commercial
quantities and qualities of metals (such as gold) are discovered, a market will exist for their profitable sale. Commercial viability
of precious and base metals and other mineral deposits may be affected by other factors that are beyond Austin Gold’s control, including
the particular attributes of the deposit such as its size, quantity and quality, the cost of mining and processing, proximity to infrastructure,
the availability of transportation and sources of energy, financing, government legislation and regulations including those relating to
prices, taxes, royalties, land tenure, land use, import and export restrictions, exchange controls, restrictions on production, and environmental
protection. It is impossible to assess with certainty the impact of various factors that may affect commercial viability such that any
adverse combination of such factors may result in Austin Gold not receiving an adequate return on invested capital or having its mineral
projects be rendered uneconomic.
Estimates of mineral
resources and reserves are subject to evaluation uncertainties that could result in project failure.
Austin Gold currently
does not have any mineral resources or reserves. Mineral resource and reserve estimates will be based upon estimates made by Austin Gold’s
personnel and independent geologists. These estimates are inherently subject to uncertainty and are based on geological interpretations
and inferences drawn from drilling results and sampling analyses and may require revision based on further exploration or development
work. The estimation of mineral resources and reserves may be materially affected by environmental, permitting, legal, title, taxation,
socio-political, marketing, or other relevant issues. As a result of the foregoing, there may be material differences between actual and
estimated mineral resources and reserves, which may impact the viability of Austin Gold’s projects and have a material impact on
The grade of mineralization
which may ultimately be mined may differ from that indicated by drilling results and such differences could be material. The quantity
and resulting valuation of mineral reserves and mineral resources may also vary depending on, among other things, mineral prices (which
may render mineral reserves and mineral resources uneconomic), cut-off grades applied and estimates of future operating costs (which may
be inaccurate). Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors,
unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Any material change in quantity
of mineral resources, mineral reserves, grade, or stripping ratio may also affect the economic viability of any project undertaken by
Austin Gold. In addition, there can be no assurance that mineral recoveries in small scale, and/or pilot laboratory tests will be duplicated
in a larger scale test under on-site conditions or during production. To the extent that Austin Gold is unable to mine and produce as
expected and estimated, Austin Gold’s business may be materially and adversely affected.
There is no certainty
that any of the mineral resources identified on any of Austin Gold’s properties will be realized, that any mineral resources will
ever be upgraded to mineral reserves, that any anticipated level of recovery of minerals will in fact be realized, or that an identified
mineral reserve or mineral resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically
exploited. Until a deposit is actually mined and processed, the quantity of mineral resources and mineral reserves and grades must be
considered as estimates only, and investors are cautioned that Austin Gold may ultimately never realize production on any of its properties.
We may not be able
to obtain all required permits and licenses to place any of our properties into production.
Our current and future
operations, including development activities and commencement of production, if warranted, require permits from governmental authorities
and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports,
taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other
matters. Companies engaged in mineral property exploration and the development or operation of mines and related facilities generally
experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations
and permits. We cannot predict if all permits which we may require for continued exploration, development or construction of mining facilities
and conduct of mining operations will be obtainable on reasonable terms, if at all. Costs related to applying for and obtaining permits
and licenses may be prohibitive and could delay our planned exploration and development activities. Failure to comply with applicable
laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities
causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional
equipment, or remedial actions.
Parties engaged in mining
operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal
fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing
operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on our operations
and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require
abandonment or delays in development of new mining properties.
We are subject to risks regarding health
and safety laws and regulations.
Austin Gold’s operations
are subject to various health and safety laws and regulations that impose various duties on the Company in respect of its operations,
relating to, among other things, worker safety and the surrounding communities. These laws and regulations also grant the relevant authorities
broad powers to, among other things, close unsafe operations and order corrective action relating to health and safety matters. The costs
associated with the compliance with such health and safety laws and regulations may be substantial and any amendments to such laws and
regulations, or more stringent implementation thereof, could cause additional expenditure or impose restrictions on, or suspensions of,
Austin Gold’s operations. Austin Gold expects to make significant expenditures to comply with the extensive laws and regulations
governing the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special
status species, and, to the extent reasonably practicable, to create social and economic benefit in the surrounding communities near Austin
Gold’s mineral properties, but there can be no guarantee that these expenditures will ensure Austin Gold’s compliance with
applicable laws and regulations and any non-compliance may have a material and adverse effect on Austin Gold.
with the communities in which we operate impacts the future success of our operations.
Our relationship with
the communities in which we operate is important to ensure the future success of our existing operations. While we believe our relationships
with the communities in which we operate are strong, there is an increasing level of public concern relating to the perceived effect of
mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations (“NGOs”),
some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices. Adverse
publicity generated by such NGOs or others related to extractive industries generally, or its operations specifically, could have an adverse
effect on our reputation or financial condition and may impact its relationship with the communities in which we operate. While we believe
that we operate in a socially responsible manner, there is no guarantee that our efforts in this respect will mitigate this potential
We are subject
to potential environmental risks and hazards which could adversely impact our operations.
The mining and mineral
processing industries are subject to extensive governmental regulations for the protection of the environment, including regulations relating
to air and water quality, mine reclamation, solid and hazardous waste handling and disposal and the promotion of occupational health and
safety, which may adversely affect Austin Gold or require it to expend significant funds in order to comply with such regulations. There
is also a risk that environmental and other laws and regulations may become more onerous, making it more costly for Austin Gold to remain
in compliance with such laws and regulations, which could result in the incurrence of additional costs and operational delays or the failure
of Austin Gold’s business.
All phases of Austin
Gold’s operations in Nevada and Oregon will be subject to extensive federal environmental regulation, and to the state regulatory
programs to which these federal requirements may have been delegated through state statutes, which may include:
||Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”);|
||The Federal Resource Conservation and Recovery Act (“RCRA”);|
||The Clean Air Act (“CAA”);|
||The National Environmental Policy Act (“NEPA”);|
||The Clean Water Act (“CWA”);|
||The Safe Drinking Water Act (“SDWA”);|
||The Endangered Species Act (“ESA”); and|
The National Historic Preservation Act.
These environmental regulations
require Austin Gold to obtain various operating approvals and licenses and also impose standards and controls relating to exploration,
development and production activities. Mining projects are required to prepare and receive Federal and State approval of a reclamation
plan and provide financial assurance to ensure that the reclamation plan is implemented upon completion of operations. Compliance with
federal and state regulations could result in delays in beginning or expanding operations, incurring additional costs for cleanup of hazardous
substances, payment of penalties for discharge of pollutants, and post-mining reclamation and bonding, all of which could have an adverse
impact on Austin Gold’s financial performance and results of operations.
There is no assurance
that future changes in environmental regulation, if any, will not adversely affect Austin Gold’s operations. Environmental hazards
may exist on the properties on which Austin Gold holds interests which are unknown to Austin Gold at present and which have been caused
by previous or existing owners or operators of the properties, and which may result in the payment of fines and clean-up costs by Austin
Gold and may adversely affect Austin Gold’s operations.
Austin Gold cannot give
any assurances that breaches of environmental laws (whether inadvertent or not) or environmental pollution will not materially and adversely
affect its financial condition. There is no assurance that any future changes to environmental regulation, if any, will not adversely
affect Austin Gold.
are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations.
All phases of our operations
are subject to environmental regulation in the jurisdictions in which we operate, certain of which regulations are set forth below. Environmental
legislation is evolving in a manner which may result in stricter standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers,
directors and employees. These laws address emissions into the air, discharges into water, management of waste, management of hazardous
substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations.
The costs associated with compliance with such laws and regulations are substantial. Compliance with environmental laws and regulations
and future changes in these laws and regulations may require significant capital outlays and may cause material changes or delays in our
operations and future activities. It is possible that future laws, regulations, or more restrictive interpretations of current laws and
regulations by governmental authorities could have a significant adverse impact on our properties or some portion of our business, causing
us to re-evaluate those activities at that time.
U.S. Federal Laws: CERCLA,
and comparable state statutes, impose strict, joint and several liabilities on current and former owners and operators of sites and on
persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government
to file claims requiring cleanup actions, for reimbursement for government-incurred cleanup costs, or for natural resource damages, or
for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous
substances released into the environment. RCRA, and comparable state statutes, govern the disposal of solid waste and hazardous waste
and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA,
RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining
and processing sites long after activities on such sites have been completed.
CAA, as amended, restricts
the emission of air pollutants from many sources, including mining and processing activities. Our mining operations may produce air emissions,
including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks
and heavy construction equipment, which are subject to review, monitoring and/or control requirements under the CAA and state air quality
laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital
costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in
additional capital expenditures in order to comply with the rules.
NEPA requires federal
agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their
proposed actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known
as an EIS, which in addition to assessing environmental impacts, it must also analyze cumulative impacts and alternatives to the proposed
actions. The United States Environmental Protection Agency (“EPA”), other federal agencies, and any interested third
parties will review and comment on the scoping of the Environmental Impact Statement (“EIS”) and the adequacy of and
findings set forth in the draft and final EIS. This process can cause delays in the issuance of required permits or result in changes
to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project.
NEPA only applies to activities on public lands managed by a public land management agency like the BLM or USFS. It does not apply to
projects on state- or privately-held land, but some states have comparable state statutes with analogous risk.
CWA, and comparable state
statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants
into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The
CWA regulates storm water from mining facilities and requires a storm water discharge permit for certain activities. Such permits require
the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also
prohibit discharges of dredged and fill materials in wetlands and other waters of the United States unless authorized by an appropriately
issued permit. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges
of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused
by the release and for natural resource damages resulting from the release.
SDWA and the Underground
Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface injection
wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated
to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations
and/or contamination of groundwater by mining-related activities may result in fines, penalties, and remediation costs, among other sanctions
and liabilities under the SDWA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages
for alternative water supplies, property damages, and bodily injury.
ESA requires federal
agencies to consider the conservation of threatened or endangered plant and/or animal species and the impacts to the habitats in which
they are found in their decision-making processes. The U.S. Fish and Wildlife Service and/or the NOAA Fisheries Service, and comparable
state agencies, are responsible to ensure that the actions they authorize, fund, or carry out are not likely to adversely impact the continued
existence of any listed species or result in the destruction or adverse modification of critical habitats required for species survival.
The National Historic
Preservation Act protects the presence of historical or archeological sites on public lands as important public resources. It obliges
federal land management agencies to preserve the historic, scientific, commemorative, and cultural values of the archaeological and historic
sites and structures on these lands for present and future generations. The law requires that cultural resource surveys be completed on
all land prior to disturbance by project activities. Where cultural resources are identified, such resources must be catalogued, and the
data adequately recorded by qualified personnel prior to land disturbance. Significant cultural resource finds may require complete avoidance
or systematic data recovery and relocation programs.
Nevada Laws: At the state
level, mining operations in Nevada are primarily regulated by the Nevada Department of Conservation and Natural Resources, Division of
Environmental Protection. Bureaus within this Division require mine operators to hold valid Air, Water Pollution Control, and Reclamation
Permits, which dictate operating controls and closure and post-closure requirements directed at protecting air, water, and land. We must
also post financial assurances to assure the reclamation of significant land disturbances.
Other Nevada regulations
govern operating and design standards for the construction and operation of any source of air contamination and landfill operations. Any
changes to these laws and regulations could have an adverse impact on our financial performance and results of operations by, for example,
requiring changes to operating constraints, technical criteria, fees or surety requirements.
Oregon Laws: The Oregon
Department of Geology and Mineral Industries (“DOGAMI”) is the Lead Facilitating Agency for mine permitting and provides coordination,
accountability, and mediates any disagreements between other involved agencies. These other agencies include Oregon Department of Environmental
Quality (“DEQ”), Oregon Water Resources Department (“WRD”), Oregon Department of State Lands (“DSL”),
Oregon Department of Fish and Wildlife (“ODFW”), Oregon Department of Agriculture (“ODA”), Oregon State Historic
Preservation Office (“SHPO”) and Oregon Department of Land and Conservation Development (“DLCD”). Malheur County,
within which the Stockade Mountain Project is located, may also require development and operating permits.
These agencies dictate
operating controls and closure and post-closure requirements directed at protecting air, water, and land. Financial assurances to guarantee
the reclamation of land disturbances must also be posted prior to initiating exploration, development, and production operations. Any
changes to these laws and regulations could have an adverse impact on our financial performance and results of operations by, for example,
requiring changes to operating constraints, technical criteria, fees or surety requirements.
Land reclamation requirements for our
properties may be burdensome and expensive.
Although variable depending
on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well
as companies with mining operations) in order to minimize long term effects of land disturbance.
Reclamation may include
||control dispersion of potentially deleterious effluents;|
||treat ground and surface water to preestablished standards; and|
reasonably re-establish pre-disturbance land
forms and vegetation.
In order to carry out
reclamation obligations imposed on us in connection with our potential development activities, we must allocate financial resources that
might otherwise be spent on further exploration and development programs. We plan to set up a provision for our reclamation obligations
on our properties, as appropriate, but this provision may not be adequate. If we are required to carry out unanticipated reclamation work,
our financial position could be adversely affected.
We face intense competition in the mining
The mining industry is
highly competitive in all of its phases, both domestically and internationally. Austin Gold’s ability to acquire properties and
develop mineral resources and reserves in the future will depend not only on its ability to develop its present properties, but also on
its ability to select and acquire suitable producing properties or prospects for mineral exploration, of which there is a limited supply.
Austin Gold may be at a competitive disadvantage in acquiring additional mining properties because it must compete with other individuals
and companies, many of which have greater financial resources, operational experience and technical capabilities than Austin Gold. Austin
Gold may also encounter competition from other mining companies in its efforts to hire experienced mining professionals. Competition could
adversely affect Austin Gold’s ability to attract necessary funding or acquire suitable producing properties or prospects for mineral
exploration in the future. Competition for services and equipment could result in delays if such services or equipment cannot be obtained
in a timely manner due to inadequate availability, and could also cause scheduling difficulties and cost increases due to the need to
coordinate the availability of services or equipment. Any of the foregoing effects of competition could materially increase project development,
exploration or construction costs, result in project delays and generally and adversely affect Austin Gold and its business and prospects.
pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse
effect on our business.
Climate change could
have an adverse impact on Austin Gold’s operations. The potential physical impacts of climate change on the operations of Austin
Gold are highly uncertain, and would be particular to the geographic circumstances in areas in which it operates. These may include changes
in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These changes in climate
could have an impact on the cost of development or production on Austin Gold’s mines and adversely affect the financial performance
of its operations.
Regulations and pending
legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect
on the business of Austin Gold. A number of governments or governmental bodies have introduced or are contemplating regulatory changes
in response to climate and its potential impacts. Legislation and increased regulation regarding climate change could impose significant
costs on Austin Gold, its venture partners and its suppliers, including costs related to increased energy requirements, capital equipment,
environmental monitoring and reporting and other costs to comply with such regulations. Any adopted climate change regulations could also
negatively impact Austin Gold’s ability to compete with companies situated in areas not subject to such regulations. Given the emotion,
political significance and uncertainty around the impact of climate change and how it should be dealt with, Austin Gold cannot predict
how legislation and regulation will affect its financial condition, operating performance and ability to compete. Furthermore, even without
such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by
Austin Gold or other companies in the natural resources industry could harm the reputation of Austin Gold.
A shortage of equipment
and supplies could adversely affect our ability to operate our business.
We are dependent on various
supplies and equipment to carry out our mining exploration and, if warranted, development operations. The shortage of such supplies, equipment
and parts could have a material adverse effect on our ability to carry out our operations and therefore limit, or increase the cost of,
Risks Related to our Common Shares
Our shares may not continue to be listed
on the NYSE American LLC (“NYSE American”)
Failure to meet the applicable
maintenance requirements of the NYSE American could result in our shares being delisted from the NYSE American. If we are delisted
from the NYSE American, our shares may be eligible for trading on an over-the-counter market in the United States. In the event that
we are not able to obtain a listing on another U.S. stock exchange or quotation service for our shares, it may be extremely difficult
or impossible for shareholders to sell their shares in the United States. Moreover, if we are delisted from the NYSE American, but
obtain a substitute listing for our shares in the United States, it may be on a market with less liquidity, and therefore potentially
more price volatility, than the NYSE American. Shareholders may not be able to sell their shares on any such substitute U.S. market
in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result
of these factors, if our shares are delisted from the NYSE American, the price of our shares is likely to decline. In addition, a
decline in the price of our shares will impair our ability to obtain financing in the future.
We have never paid dividends on the
No dividends on the common
shares have been paid by Austin Gold to date. Investors in Austin Gold’s securities cannot expect to receive a dividend on their
investment in the foreseeable future, if at all. Accordingly, it is unlikely that investors will receive any return on their investment
in Austin Gold’s securities other than through possible common share price appreciation.
Our Articles designate
the Supreme Court of BC, Canada and the appellate Courts therefrom as the exclusive forum for certain types of actions and proceedings,
which could limit a shareholder’s ability to choose the judicial forum for disputes arising with us.
Our Articles include
a forum selection provision that indicates that the Supreme Court of BC, Canada and the appellate Courts therefrom (collectively, the
“Courts”) shall, to the fullest extent permitted by law, be the sole and exclusive forum for:
||any derivative action or proceeding brought on behalf of the Company,|
||any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Company to the Company,|
||any action asserting a claim arising pursuant to any provision of the BCABC or the Articles of the Company (as may be amended from time to time); or|
||any action asserting a claim otherwise related to the relationships among the Company, its affiliates and their respective shareholders, directors and/or officers; provided however that (iv) does not include claims related to the business carried on by the Company or such affiliates.|
There is uncertainty
as to whether the Courts or courts in other jurisdictions will enforce these forum selection clauses. The choice of forum provision may
limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes, which may discourage such
lawsuits that might otherwise be to the benefit of shareholders.
We interpret the forum
selection clauses in our Articles to be limited to the specified actions and not to apply to any actions arising under the Exchange Act
or the Securities Act, including any derivative actions brought under the Exchange Act or the Securities Act, and we will not seek to
enforce the forum selection clause in relation to such actions. Section 27 of the Exchange Act provides that United States federal
courts shall have jurisdiction over all suits and any action brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder and Section 22 of the Securities Act provides that United States federal and United States
state courts shall have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder.
If a court were to find
the choice of forum provision contained in our Articles to be inapplicable or unenforceable in an action, we may incur additional costs
associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition,
and results of operations.
You may experience dilution as a result
of future issuances of common shares.
Austin Gold believes
that it is adequately financed to carry out its exploration and development plans in the near term. However, financing the development
of a mining operation through to production, should feasibility studies show it is recommended, would be expensive and Austin Gold would
require additional capital to fund development and exploration programs and potential acquisitions. Austin Gold cannot predict the size
of future issuances of the common shares or the issuance of debt instruments or other securities convertible into common shares in connection
with any such financing. Likewise, Austin Gold cannot predict the effect, if any, that future issuances and sales of Austin Gold’s
securities will have on the market price of the common shares. If Austin Gold raises additional funds by issuing additional equity securities,
such financing may substantially dilute the interests of existing shareholders. Sales of substantial numbers of common shares, or the
availability of such common shares for sale, could adversely affect prevailing market prices for Austin Gold’s securities and a
securityholder’s interest in Austin Gold.
We are an “emerging
growth company,” and cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our
common shares less attractive to investors.
We are an “emerging
growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage
of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies,
including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in periodic reports and proxy statements and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved. We could be an emerging growth company for up to five years: however, circumstances could cause us to lose that status
earlier, including if the market value of our common shares held by non-affiliates exceeds $700 million, if we issue $1.0 billion or more
in non-convertible debt during a three-year period, or if our annual gross revenues exceed $1.235 billion. Absent the foregoing circumstances,
we would cease to be an emerging growth company on the last day of the fiscal year following the date of the fifth anniversary of
our first sale of common equity securities under an effective registration statement. Finally, at any time we may choose to opt-out of
the emerging growth company reporting requirements. If we choose to opt out, we will be unable to opt back in to being an emerging growth
company. We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors
find our common shares less attractive as a result, there may be a less active trading market for our common shares and the prices of
our securities may be more volatile.
Any future issuances
of debt securities, which would rank senior to our common shares upon our bankruptcy or liquidation may adversely affect the level of
return you may be able to achieve from an investment in our common shares.
In the future, we may
attempt to increase our capital resources by offering debt securities or preferred stock. Upon a potential bankruptcy or liquidation,
holders of our debt securities or preferred stock, and lenders with respect to other borrowings we may make, may receive distributions
of our available assets prior to any distributions being made to holders of our common shares. Because our decision to issue debt securities
or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond
our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common
shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return they may
be able to achieve from an investment in our common shares, upon bankruptcy or otherwise.
The market price of our common shares
are subject to numerous risks.
We have a limited trading
history and may be considered a micro-cap or small-cap company. Securities of micro-cap and small-cap companies have experienced substantial
price and volume volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved
or the value of the underlying assets. These factors include macroeconomic developments and political environments in North America and
globally and market perceptions of the attractiveness of particular industries. There is no assurance that the price of the common shares
will be unaffected by any such volatility. The price of the common shares is also likely to be significantly affected by short-term changes
in mineral and commodity prices or in Austin Gold’s financial condition and results of operations as reflected in its financial
statements. Other factors unrelated to Austin Gold’s performance that may have an effect on the price of the common shares include
the following: (i) the extent of analytical coverage available to investors concerning Austin Gold’s business may be limited
if investment banks with research capabilities do not follow Austin Gold’s securities; (ii) lessening in trading volume and
general market interest in Austin Gold’s securities may affect an investor’s ability to trade significant numbers of common
shares; (iii) the size of Austin Gold’s public float may limit the ability of some institutions to invest in Austin Gold’s
securities; (iv) a substantial decline in the price of the common shares that persists for a significant period of time could cause
Austin Gold’s securities, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity; and (v) the
sale of securities by major shareholders.
As a result of any of
these factors, the market price of the common shares at any given point in time may not accurately reflect Austin Gold’s long-term
value and its shareholders may experience capital losses as a result of their investment in Austin Gold. Securities class action litigation
often has been brought against companies following periods of volatility in the market price of their securities. Austin Gold may in the
future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s
attention and resources.
in the U.S. Congress, including changes in U.S. tax law, and the Inflation Reduction Act of 2022 may adversely impact us and the value
of our common shares.
Changes to U.S. tax laws
(which changes may have retroactive application) could adversely affect us or holders of our common shares. In recent years, many
changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely
to continue to occur in the future.
The U.S. Congress is
currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, which legislation could
adversely impact our financial performance and the value of our common shares. Additionally, states in which we operate or own assets
may impose new or increased taxes. If enacted, most of the proposals would be effective for the current or later years. The proposed
legislation remains subject to change, and its impact on us and holders of our common shares is uncertain.
In addition, the Inflation
Reduction Act of 2022 includes provisions that will impact the U.S. federal income taxation of corporations. Among other items, this legislation
includes provisions that will impose a minimum tax on the book income of certain large corporations and an excise tax on certain corporate
stock repurchases that would be imposed on the corporation repurchasing such stock. It is unclear how this legislation will be implemented
by the U.S. Department of the Treasury and we cannot predict how this legislation or any future changes in tax laws might affect us or
holders of our common shares.
Our properties and operations may be
subject to litigation or other claims.
Austin Gold may become
involved in disputes with other parties in the future which may result in litigation. The results of litigation cannot be predicted with
certainty. If Austin Gold is unable to resolve these disputes favorably, it may have a material adverse impact on the ability of Austin
Gold to carry out its business plan.
Our business is affected by the global
Recent global financial
conditions have been characterized by increased volatility and access to public financing, particularly for junior mineral exploration
companies, has been negatively impacted. These conditions, which include potential disruptions due to a U.S. Government shutdown, may
affect Austin Gold’s ability to obtain equity or debt financing in the future on terms favorable to Austin Gold or at all. If such
conditions continue, Austin Gold’s operations could be negatively impacted.
There is uncertainty as a result of
and other geopolitical tensions and events, including war, military action, terrorism, trade disputes and international responses thereto
have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets and supply
chains. The recent outbreak of hostilities in Ukraine, and the accompanying international response including economic sanctions, has been
extremely disruptive to the world economy, with increased volatility in commodity markets, and international trade and financial markets,
all of which have a trickle-down effect on supply chains, equipment and construction. There is substantial uncertainty about the extent
to which this conflict will continue to impact economic and financial affairs, as the numerous issues arising from the conflict are in
flux and there is the potential for escalation of the conflict both within Europe and globally. There is a risk of substantial market
and financial turmoil arising from the conflict which could have a material adverse effect on the economics of the Company’s projects,
and the Company’s ability to operate its business and advance project development.
The SEC allows the Company to “incorporate
by reference” information it files with the SEC. This means that the Company can disclose important information to you by referring
you to those documents. Any information the Company references in this manner is considered part of this Prospectus.
following documents which have been filed by the Company with securities commissions or similar authorities in Canada and with the SEC,
are specifically incorporated by reference into, and form an integral part of, this Prospectus.
|(a)||the Annual Report on Form 20-F of the Company, for the year ended December 31, 2022, which report contains
the audited consolidated financial statements of the Company and the notes thereto as at December 31, 2022 and 2021 and for the years
ended December 31, 2022 and 2021 and the period from incorporation on April 21, 2020 to December 31, 2020, together with the auditors’
report thereon and the related management’s discussion and analysis of financial condition and results of operations for the years
ended December 31, 2022 and 2021 and the period from incorporation on April 21, 2020 to December 31, 2020, as filed with the SEC on March 29, 2023;|
|(b)||Exhibits 99.1 and 99.2 of the Company’s Report of Foreign Private Issuer on Form 6-K, dated May 10, 2023,
which exhibits contain the unaudited condensed interim consolidated financial statements of the Company as at and for the three months
ended March 31, 2023 and 2022 and the related management’s discussion and analysis for the three months ended March 31, 2023 and
2022, as filed with the SEC on May 10, 2023;|
|(c)||Exhibit 99.1 of the Company’s Report of Foreign Private Issuer on Form 6-K, dated April 28, 2023,
which exhibit contains the Company’s Notice of Meeting and Information Circular for its annual general meeting of shareholders held
on May 10, 2023, as filed with the SEC on April 28, 2023;|
|(d)||the Company’s Reports of Foreign Private Issuer as filed on May 5 and May 12, 2023 (SEC Accession
|(f)||all other documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act (excluding, unless otherwise provided therein or herein, information furnished pursuant to any Report of Foreign Private Issuer on
Form 6-K), after the date of this Prospectus but before the end of the offering of the securities made by this Prospectus.|
We also hereby specifically incorporate by reference
all filings filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding, unless otherwise provided therein
or herein, information furnished pursuant to any Report of Foreign Private Issuer on Form 6-K) after the date of the initial registration
statement on Form F-3 to which this Prospectus relates and prior to effectiveness of such registration statement.
Any statement in this Prospectus contained in
a document incorporated or deemed to be incorporated by reference into this Prospectus will be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement in this Prospectus or in any later filed document modifies or supersedes that
statement. Any statement that is modified or superseded in this manner will no longer be a part of this Prospectus, except as modified
You may obtain copies of any of these documents
by contacting us at the address and telephone number indicated below or by contacting the SEC as described below. You may request a copy
of these documents, and any exhibits that have specifically been incorporated by reference as an exhibit in this Prospectus, at no cost,
by writing or telephoning to:
Austin Gold Corp.
1021 West Hastings Street, 9th Floor
Vancouver, BC, Canada V6E 0C3
Attention: Darcy Higgs, Corporate Secretary