UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2023

Commission File Number: 001-41373

AUSTIN GOLD CORP.
(Translation of registrant's name into English)

1021 West Hastings Street, 9th Floor
Vancouver, British Columbia, Canada, V6E 0C3
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

☒ Form 20-F  ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SUBMITTED HEREWITH

Exhibits  
   
99.1 Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2023 and 2022
99.2 Management's Discussion and Analysis for the three and nine months ended September 30, 2023 and 2022
99.3  Certification of Interim Filings - CEO
99.4 Certification of Interim Filings - CFO

Incorporated by Reference

Exhibits 99.1 and 99.2 to the Form 6-K of Austin Gold Corp. (the "Company") filed on November 8, 2023 are hereby incorporated by reference as exhibits to the Registration Statements on Form F-3 (File No. 333-272626) and Form S-8 (File No. 333-273046) of the Company, as amended or supplemented.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Austin Gold Corp.

 

(Registrant)

 

 

 

Date: November 8, 2023

By:

/s/ Dennis Higgs

 

Name:

Dennis Higgs

 

Title:

President

AUSTIN GOLD CORP. 

UNAUDITED CONDENSED INTERIM

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Expressed in United States dollars)

 

AUSTIN GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Unaudited - Expressed in United States dollars
    Note     September 30,     December 31,  
          2023     2022  
          (Unaudited)        
ASSETS                  
Current assets                  
Cash and cash equivalents   3   $ 3,164,187   $ 630,623  
Short-term investments   4     7,100,199     11,649,079  
Receivables and other   5     231,677     211,285  
          10,496,063     12,490,987  
Non-current assets                  
Marketable securities         8,911     16,473  
Exploration and evaluation ("E&E") assets   6     2,321,334     2,369,034  
Property and equipment         915     1,181  
Total assets       $ 12,827,223   $ 14,877,675  
LIABILITIES                  
Current liabilities                  
Accounts payable and accrued liabilities   7 , 9   $ 135,432   $ 97,825  
          135,432     97,825  
SHAREHOLDERS' EQUITY                  
Share capital   8     16,329,958     16,329,958  
Other reserves   8     2,254,350     2,044,692  
Accumulated other comprehensive income (loss) ("AOCI")         (574,949 )   (574,949 )
Deficit         (5,317,568 )   (3,019,851 )
          12,691,791     14,779,850  
Total liabilities and shareholders' equity       $ 12,827,223   $ 14,877,675  
Nature of operations and going concern   1              
Commitments   11              
Subsequent events   13              

Approved on behalf of the Board of Directors:

"Benjamin D. Leboe"

 

"Joseph J. Ovsenek"

Benjamin D. Leboe

 

Joseph J. Ovsenek

Chair of the Audit Committee and Director

 

Chairman and Director

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

2

AUSTIN GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND COMPREHENSIVE LOSS
Unaudited - Expressed in United States dollars, except for share data
          For the three months ended     For the nine months ended  
          September 30,     September 30,     September 30,     September 30,  
    Note     2023     2022     2023     2022  
Administrative expenses                              
Management and consulting fees   9    $  154,476    $  121,535    $  427,232    $  496,847  
Insurance         86,797     96,406     273,254     165,736  
Professional fees         35,396     32,603     222,778     200,078  
Share-based compensation   8 , 9     39,875     -     179,762     -  
Listing and filing fees         52,598     872     153,954     101,554  
Investor relations and marketing         37,695     122,667     104,100     124,861  
Shareholder information         4,988     2,430     47,101     14,026  
Travel expenses         5,468     9,727     12,927     18,925  
General and administrative         3,035     2,407     12,327     6,963  
Depreciation         89     131     266     401  
Operating loss         (420,417 )   (388,778 )   (1,433,701 )   (1,129,391 )
Write-off of E&E assets   6     (1,471 )   -     (1,225,129 )   -  
Unrealized fair value (loss) gain on
marketable securities		         149     (51,221 )   (7,562 )   (159,761 )
Foreign exchange gain (loss)         (442 )   814,968     2,130     809,477  
Interest and finance income         130,069     80,045     366,700     116,821  
Earnings (loss) before taxes         (292,112 )   455,014     (2,297,562 )   (362,854 )
Current income tax expense         -     -     (155 )   -  
Net earnings (loss) for the period        $  (292,112 )  $  455,014    $  (2,297,717 )  $  (362,854 )
Other comprehensive loss, net of tax                              
Items that may be subsequently
reclassified to earnings or loss:		                              
Currency translation adjustments         -     (891,858 )   -     (905,679 )
Comprehensive loss for the period        $  (292,112 )  $  (436,844 )  $  (2,297,717 )  $  (1,268,533 )
Earnings (loss) per share - basic and diluted       $ (0.02 ) $ 0.03   $ (0.17 ) $ (0.03 )
Weighted average number of shares         13,271,750     13,271,750     13,271,750     11,552,542  

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

3

AUSTIN GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited - Expressed in United States dollars		  
          For the three months ended     For the nine months ended  
          September 30,     September 30,     September 30,     September 30,  
  Note   2023     2022     2023     2022  
Cash flows used in operating activities                              
Net earnings (loss) for the period       $ (292,112 ) $ 455,014   $ (2,297,717 ) $ (362,854 )
Items not affecting cash:                              
Current income tax expense         -     -     155     -  
Depreciation         89     131     266     401  
Interest and finance income         (130,069 )   (80,045 )   (366,700 )   (116,821 )
Share-based compensation   8     39,875     -     179,762     -  
Unrealized fair value loss (gain) on marketable securities         (149 )   51,221     7,562     159,761  
Unrealized foreign exchange (gain) loss         107     (803,178 )   (51 )   (857,840 )
Write-off of E&E assets   6     1,471     -     1,225,129     -  
Changes in non-cash working capital items:                              
Receivables and other         79,368     93,427     (10,722 )   (247,815 )
Accounts payable and accrued liabilities         (21,219 )   (127,727 )   2,968     50,166  
Income taxes paid         -     -     (155 )   -  
Net cash used in operating activities         (322,639 )   (411,157 )   (1,259,503 )   (1,375,002 )
Cash flows generated by (used in) investing activities                              
Expenditures on E&E assets         (818,273 )   (588,062 )   (1,112,719 )   (668,455 )
Interest received         162,009     6,371     405,679     6,371  
Purchase of short-term investments         (4,000,000 )   -     (12,000,000 )   (12,500,000 )
Redemption of short-term investments         6,500,000     -     16,500,000     -  
Restricted cash         -     (14,688 )   -     (14,688 )
Net cash generated by (used in) investing activities         1,843,736     (596,379 )   3,792,960     (13,176,772 )
Cash flows generated by financing activities                              
Proceeds from initial public offering ("IPO")         -     -     -     15,019,000  
Share issuance costs         -     -     -     (1,165,580 )
Net cash generated by financing activities         -     -     -     13,853,420  
Increase (decrease) in cash and cash equivalents for the period         1,521,097     (1,007,536 )   2,533,457     (698,354 )
Cash and cash equivalents, beginning of period         1,644,336     1,457,364     630,623     1,094,550  
Effect of foreign exchange rate changes on cash and cash equivalents         (1,246 )   (31,288 )   107     22,344  
Cash and cash equivalents, end of period       $ 3,164,187   $ 418,540   $ 3,164,187   $ 418,540  
Supplemental cash flow information   3                          

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

4

AUSTIN GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Unaudited - Expressed in United States dollars, except for share data		  
    Note     Number of
common
shares		     Share
capital		     Other
reserves		     AOCI     Deficit     Total  
Balance - December 31, 2021         9,517,000    $  2,714,755    $  1,624,053    $  143,972    $  (1,951,460 )  $  2,531,320  
Shares issued pursuant to IPO         3,754,750     15,019,000     -     -     -     15,019,000  
Share issuance costs         -     (1,403,797 )   238,217     -     -     (1,165,580 )
Currency translation adjustments         -     -     -     (905,679 )   -     (905,679 )
Loss for the period         -     -     -     -     (362,854 )   (362,854 )
Balance - September 30, 2022         13,271,750    $  16,329,958    $  1,862,270    $  (761,707 )  $  (2,314,314 )  $  15,116,207  
Balance - December 31, 2022         13,271,750    $  16,329,958    $  2,044,692    $  (574,949 )  $  (3,019,851 )  $  14,779,850  
Value assigned to share
     options and warrants vested		   8     -     -     209,658     -     -     209,658  
Loss for the period         -     -     -     -     (2,297,717 )   (2,297,717 )
Balance - September 30, 2023         13,271,750    $  16,329,958    $  2,254,350    $  (574,949 )  $  (5,317,568 )  $  12,691,791  

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

5

AUSTIN GOLD CORP.

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

Expressed in United States dollars, except for share data

1. NATURE OF OPERATIONS AND GOING CONCERN

(a) Nature of operations

Austin Gold Corp. (the "Company") was incorporated on April 21, 2020, in British Columbia ("BC"), Canada. The Company is a reporting issuer in BC and its common shares are traded on the NYSE American stock exchange under the symbol "AUST". The Company's principal place of business is the 9th Floor, 1021 West Hastings Street, Vancouver, BC, Canada, V6E 0C3.

The Company is focused on the acquisition, exploration and development of mineral resource properties primarily in the western United States of America ("USA").

The Company has not yet determined whether its mineral resource properties contain mineral reserves that are economically recoverable. The continued operation of the Company is dependent upon the preservation of its interest in its properties, the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of such properties and upon future profitable production or proceeds from the disposition of such properties.

(b) Going concern assumption

These unaudited condensed interim consolidated financial statements are prepared on a going concern basis, which contemplates that the Company will be able to meet its commitments, continue operations and realize its assets and discharge its liabilities in the normal course of business for at least twelve months from September 30, 2023. The Company has incurred ongoing losses and expects to incur further losses in the advancement of its business activities. For the nine months ended September 30, 2023, the Company incurred a net loss of $2,297,717 and used cash in operating activities of $1,259,503. As at September 30, 2023, the Company had cash and cash equivalents of $3,164,187, a working capital (current assets less current liabilities) surplus of $10,360,631 and an accumulated deficit of $5,317,568.

The operations of the Company have primarily been funded by the issuance of common shares. These unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Management estimates its current working capital will be sufficient to fund its current level of activities for at least the next twelve months.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

6

AUSTIN GOLD CORP.

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

Expressed in United States dollars, except for share data

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company's significant accounting policies applied in these unaudited condensed interim consolidated financial statements are the same as those disclosed in Note 3 of the Company's annual consolidated financial statements as at and for the years ended December 31, 2022 and 2021. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company's most recent audited annual consolidated financial statements.

The functional currency of the Company and its subsidiary is the United States dollar ("USD" or "$"). The presentation currency of these unaudited condensed interim consolidated financial statements is USD. Any reference to Canadian dollars is denoted by "C$" or "CAD".

These unaudited condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on November 8, 2023.

(b) Significant accounting estimates and judgments

The preparation of financial statements requires the use of accounting estimates. It also requires management to exercise judgment in the process of applying its accounting policies. Estimates and policy judgments are regularly evaluated and are based on management's experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Significant accounting policy judgments include:

  • The assessment of the Company's ability to continue as a going concern which requires judgment related to future funding available to identify new business opportunities and meet working capital requirements, the outcome of which is uncertain (refer to Note 1b); and
  • The application of the Company's accounting policy for impairment of E&E assets which requires judgment to determine whether indicators of impairment exist including factors such as the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further E&E of resource properties are budgeted and evaluation of the results of E&E activities up to the reporting date. Management assessed impairment indicators for the Company's E&E assets and has concluded that no impairment indicators exist as of September 30, 2023.

(c) New accounting standards and recent pronouncements

There are no other IFRS standards or International Financial Reporting Interpretations Committee interpretations that are not yet effective or early adopted that are expected to have any impact on the Company.

7

AUSTIN GOLD CORP.

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

Expressed in United States dollars, except for share data

3. CASH AND CASH EQUIVALENTS

The composition of cash and cash equivalents consists of:

    September 30,     December 31,  
    2023     2022  
Cash $ 654,286   $ 630,623  
Term deposits less than three months   2,509,901     -  
  $ 3,164,187   $ 630,623  

4. SHORT-TERM INVESTMENTS

    September 30,     December 31,  
    2023     2022  
Term deposits $ 5,585,199   $ 10,144,301  
Redeemable short-term investment certificates ("RSTICs")   1,515,000     1,504,778  
  $ 7,100,199   $ 11,649,079  

The term deposits mature between February 13, 2024 and May 13, 2024 and the RSTICs mature on July 17, 2024.

5. RECEIVABLES AND OTHER

    September 30,     December 31,  
    2023     2022  
Prepaid expenses and deposits $ 202,227   $ 176,703  
Tax receivables   29,450     34,582  
  $ 231,677   $ 211,285  

 

8

AUSTIN GOLD CORP.

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

Expressed in United States dollars, except for share data

6. E&E ASSETS

The E&E assets of the Company, by property and nature of expenditure, as of September 30, 2023 were as follows:

    Kelly
Creek		     Lone
Mountain		     Miller     Stockade
Mountain		     Fourmile
Basin		     Total  
Balance - December 31, 2022 $ 914,879   $ 350,738   $ 302,840   $ 96,046   $ 704,531   $ 2,369,034  
E&E expenditures:                                    
Acquisition costs   30,000     -     25,000     10,000     -     65,000  
Assays   6,012     1,141     26,200     -     27,573     60,926  
Consulting   3,294     76,624     31,875     16,256     21,250     149,299  
Drilling   -     -     500,463     -     108,293     608,756  
Field supplies and rentals   -     432     3,544     -     260     4,236  
Field work   -     17,544     5,130     -     1,137     23,811  
Finders' fees   -     -     15,000     -     -     15,000  
Geophysics   -     2,300     -     -     -     2,300  
Government payments   17,558     80,748     50,131     46,108     378     194,923  
Share-based compensation   6,758     6,758     6,758     6,758     2,864     29,896  
Travel   622     6,220     9,864     1,189     5,387     23,282  
Write-off of E&E assets   (353,456 )   -     -     -     (871,673 )   (1,225,129 )
Total E&E expenditures   (289,212 )   191,767     673,965     80,311     (704,531 )   (47,700 )
Balance - September 30, 2023 $ 625,667   $ 542,505   $ 976,805   $ 176,357   $ -   $ 2,321,334  

Acquisition costs include pre-production payments, lease payments and advanced royalty payments in accordance with the terms of the property agreements.

(a) Kelly Creek Project (Nevada, USA)

The Company entered into an agreement with Pediment Gold LLC ("Pediment"), a subsidiary of Nevada Exploration Inc. ("NGE"), for an option to earn up to a 70% interest in a joint venture on the Kelly Creek Project.

On May 3, 2023, the Company and Pediment agreed to amend the terms of the option to enter joint venture agreement. Under this second amendment, the Company may exercise the option to earn a 51% interest in the project by incurring a cumulative total of C$2,500,000 (in progress) of E&E expenditures on the project by June 30, 2025. This total included the amount incurred on the project as of May 3, 2023 ($923,757).

The Company has the option to increase its participating interest by an additional 19% to a total of 70% by incurring an additional C$2,500,000 on E&E expenditures with no time limit, although the Company must continue to pay the underlying property lease payments and Bureau of Land Management ("BLM") and county fees to keep the properties subject to the joint venture in good standing.

There are minimum annual royalty payments required by the Company as part of an underlying agreement within the Kelly Creek Project. Under the Hot Pot agreement, the Company is subject to the following minimum payments:

9

AUSTIN GOLD CORP.

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

Expressed in United States dollars, except for share data

6. E&E ASSETS (Continued)

September 16, 2021

$30,000

Paid

September 16, 2022

$30,000

Paid

September 16, 2023

    and every year thereafter

$30,000

Paid(1)

(1) Paid subsequent to September 30, 2023.

Any mineral production on the claims is subject to a 3.0% net smelter return royalty which can be reduced to 2.0% upon payment of $2,000,000. The Hot Pot lease and any additional property within 2.5 miles of the original boundary of the claims is also subject to 1.25% net smelter return royalty in favour of Battle Mountain Gold Exploration Corporation.

On June 1, 2023, the Company gave notice to Pediment that it will drop certain leases and claim holdings within the Kelly Creek Project, as permitted by the option to enter joint venture agreement with amendments. The claims dropped represented approximately 60% of the original claim holdings and included the claims under the Genesis agreement. As a result of the termination of certain leases and claim holdings, the Company incurred a write-off of E&E assets of $353,456 which was recorded in the unaudited condensed interim consolidated statement of earnings (loss) and comprehensive loss.

(b) Lone Mountain Property (Nevada, USA)

The Company entered into a mineral lease agreement with an option to purchase the Lone Mountain Project with NAMMCO. Under the terms of the agreement, the Company is subject to the following pre-production payments:

Signing of the lease

$80,000

Paid

November 1, 2021

$30,000

Paid

November 1, 2022

$20,000

Paid

November 1, 2023

$20,000

Paid(1)

November 1, 2024

$30,000

 

November 1, 2025

    and every year thereafter(2)

$30,000

 

(1) Paid subsequent to September 30, 2023.

(2) Pre-production payments increase by $10,000 every year after November 1, 2025 to a maximum of $200,000.

The Company is required to incur the following minimum E&E expenditures on the property:

September 1, 2024

$150,000

In progress

September 1, 2025

$250,000

In progress

September 1, 2026

$300,000

In progress

September 1, 2027

$300,000

In progress

September 1, 2028

$400,000

In progress

September 1, 2029(1)

$400,000

In progress

(1) The work commitment terminates when $1,800,000 has been spent on the property.

Any mineral production on the claims is subject to a 3.0% net smelter return royalty. The net smelter return royalty can be reduced by 0.5% to 2.5% for $2,000,000. The Company has the option to purchase the entire interest in the project, except for the royalty, once there is a discovery of at least 500,000 ounces of gold (or equivalent in other metals) or a pre-feasibility study has been completed. The Company may exercise this option by payment of $2,000,000, reduced by the pre-production payments paid to the date of purchase.

10

AUSTIN GOLD CORP.

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

Expressed in United States dollars, except for share data

6. E&E ASSETS (Continued)

(c) Miller Project (Nevada, USA)

The Company entered into a mineral lease agreement with an option to purchase the Miller Project with Shea Clark Smith and Gregory B. Maynard on February 1, 2021. Under the terms of the agreement, the Company is subject to the following annual lease payments:

Signing of the lease

$50,000

5,000 common shares

Paid

Issued

February 1, 2022

$25,000

Paid

February 1, 2023

$25,000

Paid

February 1, 2024

    and every year thereafter

$30,000(1)

 

(1) Lease payments of $30,000 are required every year after February 1, 2024, until a total of $500,000 has been paid.

The Company is required to drill 2,000 meters by November 4, 2023 (completed) and an additional 3,000 meters by May 4, 2025.

The Company has the option to purchase the lease outright at any time for $500,000 less cumulative lease payments to the date of purchase. Any mineral production on the claims is subject to a 2.0% net smelter return royalty and third-party claims acquired within the area of influence are subject to a 0.5% net smelter return royalty. The 2.0% net smelter return royalty can be reduced by 50% to 1.0% for $2,000,000.

The Miller Project was recommended to the Company by Bull Mountain Resources, LLC ("BMR"). As a result, the Company is required to make finders' fee payments in accordance with the introductory agent agreement (refer to Note 11).

The Miller Project consists of 117 claims in the original lease agreement and an additional 164 claims which were staked in January 2021 for a total of 281 unpatented lode mining claims covering approximately 22.9 km2. Although the Company had filed the required documentation with the BLM and county officials as required, there was a dispute on the ownership of 134 of the newly staked claims and on 36 of the original claims. Management monitored the BLM and county registration sites to confirm whether property maintenance fees were paid on the disputed claims by the contending party. The contending party did not pay the property maintenance fees on the disputed claims when they were due on September 1, 2022.

The Company believes it is probable that a future economic benefit will flow to the Company from this property.

(d) Stockade Mountain Property (Oregon, USA)

The Company entered into a mineral lease and option agreement with BMR to lease a 100% interest in the Stockade Mountain Property. Under the terms of the agreement, the Company is subject to the following pre-production payments:

May 16, 2022

$15,000

Paid

November 16, 2022

$10,000

Paid

May 16, 2023

$10,000

Paid

November 16, 2023

$15,000

 

May 16, 2024

$15,000

 

November 16, 2024

    and every six months thereafter

$25,000

 

11

AUSTIN GOLD CORP.

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

Expressed in United States dollars, except for share data

6. E&E ASSETS (Continued)

The Company is required to incur the following minimum E&E expenditures on the property:

May 16, 2023

$30,000

Completed

May 16, 2024

2,000 meters of drilling

In progress

BMR will retain a 2.0% net smelter return royalty on claims owned by BMR and 0.25% net smelter return royalty on third-party claims acquired within the area of influence around the property. Payments to BMR totaling $10,000,000 in any combination of pre-production payments, production or minimum royalties will reduce the production royalties on wholly owned claims by 50% to 1.0%.

(e) Fourmile Basin Property (Nevada, USA)

The Company entered into a mineral lease and option agreement with La Cuesta International, Inc. on the Fourmile Basin Property.

On April 13, 2023, the Company terminated the mineral lease and option agreement for the Fourmile Basin Property. As a result of the termination of the mineral lease and option agreement, the Company incurred a write-off of E&E assets of $871,673 which was recorded in the unaudited condensed interim consolidated statement of earnings (loss) and comprehensive loss.

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

    September 30,     December 31,  
    2023     2022  
Trade payables $ 121,896   $ 64,600  
Accrued liabilities   13,536     33,225  
  $ 135,432   $ 97,825  

 

8. SHARE CAPITAL AND OTHER RESERVES

(a) Share capital

At September 30, 2023, the authorized share capital of the Company consisted of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.

(b) Other reserves

The Company's other reserves consisted of the following:

    September 30,     December 31,  
    2023     2022  
Other reserve - Share options $ 1,960,475    $  1,781,096  
Other reserve - Warrants   293,875     263,596  
  $ 2,254,350    $  2,044,692  

12

AUSTIN GOLD CORP.

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

Expressed in United States dollars, except for share data

8. SHARE CAPITAL AND OTHER RESERVES (Continued)

(c) Share options

The following table summarizes the changes in share options for the nine months ended September 30:

    2023      2022   
    Number of
share options		     Weighted
average
exercise price		     Number of
share options		     Weighted
average
exercise price		  
Outstanding, January 1,   1,093,333   $ 1.67     716,663   $ 2.37  
Expired   -     -     (83,333 )   2.36  
Outstanding, September 30,   1,093,333   $ 1.67     633,330   $ 2.19  

The following table summarizes information about share options outstanding and exercisable at September 30, 2023:

    Share options outstanding   Share options exercisable  
Exercise prices   Number of
share options
outstanding		     Weighted
average years
to expiry		     Number of
share options
exercisable		     Weighted
average
exercise price		  
$0.50 - $1.00   460,003     4.08     229,997   $ 0.92  
$2.01 - $2.50   633,330     6.45     633,330     2.22  
    1,093,333     5.45     863,327   $ 1.87  

The total share-based compensation expense for the nine months ended September 30, 2023 was $179,379 (2022 - nil) of which $149,483 has been expensed in the statement of loss and comprehensive loss and $29,896 has been capitalized to E&E assets.

(d) Warrants

The following table summarizes the changes in warrants for the nine months ended September 30:

    2023      2022   
    Number of
warrants		     Warrant
reserve		     Number of
warrants		     Warrant
reserve		  
Outstanding, January 1,   362,833   $ 263,596     -   $ -  
Transactions during the period:                        
Warrants issued - IPO   -     -     262,833     238,217  
Value assigned to warrants vested - consultants   -     30,279     -     -  
Outstanding, September 30,   362,833   $ 293,875     262,833   $ 238,217  

At September 30, 2023, the weighted average exercise price for the outstanding warrants is $3.41 (2022 - $4.40) and the remaining life is 0.65 years (2022 - 1.10 years).

13

AUSTIN GOLD CORP.

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

Expressed in United States dollars, except for share data

9. RELATED PARTY TRANSACTIONS AND BALANCES

Key management includes the Company's directors and officers including its President, Vice President, Business Development and Chief Financial Officer ("CFO").

Directors and key management compensation:

    For the three months ended     For the nine months ended  
    September 30,     September 30,     September 30,     September 30,  
    2023     2022     2023     2022  
Management and consulting fees $ 128,801   $ 86,582   $ 365,125   $ 461,055  
Share-based compensation   33,231     -     149,483     -  
Directors' fees   18,216     25,645     54,648     25,645  
  $ 180,248   $ 112,227   $ 569,256   $ 486,700  

For the nine months ended September 30, 2023, the Company's officers incurred $15,448 (2022 - $41,137) of administration expenses in the normal course of business on behalf of the Company.

For the nine months ended September 30, 2023, the Company incurred $53,024 (2022 - nil) with P2 Gold Inc., a related party of the Company, under a CFO shared-services agreement. These expenditures were expensed under management and consulting fees in the unaudited condensed interim consolidated statement of earnings (loss) and comprehensive loss.

As at September 30, 2023, accounts payable and accrued liabilities include $41,672 (December 31, 2022 - $7,568) owed to related parties of the Company for transactions incurred in the normal course of business.

10. FINANCIAL RISK MANAGEMENT

The Company has exposure to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk from its use of financial instruments.

(a) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company's cash flows or value of its financial instruments.

(i) Currency risk

The Company is subject to currency risk on financial instruments that are denominated in currencies that are not the same as the functional currency of the entity that holds them. Exchange gains and losses would impact the statement of earnings (loss) and comprehensive loss. The Company does not use any hedging instruments to reduce exposure to fluctuations in foreign currency rates.

The Company is exposed to currency risk through cash and cash equivalents, receivables and other, marketable securities, and accounts payable and accrued liabilities held in the parent entity which are denominated in CAD.

The following table shows the impact on pre-tax loss of a 10% change in the USD:CAD exchange rate on financial assets and liabilities denominated in CAD, as of September 30, 2023, with all other variables held constant:

14

AUSTIN GOLD CORP.

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

Expressed in United States dollars, except for share data

10. FINANCIAL RISK MANAGEMENT (Continued)

    Impact of currency rate change on pre-tax loss  
    10% increase     10% decrease  
Cash and cash equivalents $ 13,606   $ (13,606 )
Receivables and other   3,315     (3,315 )
Marketable securities   891     (891 )
Accounts payable and accrued liabilities   (5,951 )   5,951  

(ii) Interest rate risk

The Company is subject to interest rate risk with respect to its investments in cash and cash equivalents and short-term investments. The Company's current policy is to invest cash at variable and fixed rates of interest with cash reserves to be maintained in cash and cash equivalents in order to maintain liquidity. Fluctuations in interest rates when cash and cash equivalents and short-term investments mature impact interest and finance income earned.

The impact on pre-tax loss of a 1% change in variable interest rates on financial assets and liabilities as of September 30, 2023, with all other variables held constant, would be nominal.

(b) Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its financial assets including cash and cash equivalents and short-term investments.

The carrying amount of financial assets represents the maximum credit exposure:

    September 30,     December 31,  
    2023     2022  
Cash and cash equivalents $ 3,164,187   $ 630,623  
Short-term investments   7,100,199     11,649,079  
  $ 10,264,386    $  12,279,702  

The Company mitigates its exposure to credit risk on financial assets through investing its cash and cash equivalents and short-term investments with Canadian Tier 1 chartered financial institutions. Management believes there is a nominal expected credit loss associated with its financial assets.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by monitoring actual and projected cash flows and matching the maturity profile of financial assets and liabilities.

The Company has issued surety bonds to support future decommissioning and restoration provisions.

15

AUSTIN GOLD CORP.

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

Expressed in United States dollars, except for share data

10. FINANCIAL RISK MANAGEMENT (Continued)

Contractual undiscounted cash flow requirements for contractual obligations as at September 30, 2023 are as follows:

    Carrying amount     Contractual cash flows     Due within
1 year		     Due within
2 years		     Due within
3 years		  
Accounts payable and accrued liabilities $ 135,432   $ 135,432   $ 135,432    $  -    $  -  
  $ 135,432   $ 135,432   $ 135,432    $  -    $  -  

(d) Fair value estimation

The Company's financial assets and liabilities are initially measured and recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs.

The three levels of fair value hierarchy are as follows:

 

Level 1:

Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2:

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

 

Level 3:

Inputs for the asset or liability that are not based on observable market data.

The Company's financial instruments consisting of cash and cash equivalents, short-term investments and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these financial instruments.

Marketable securities are fair valued at each reporting period using NGE's share price on the TSX Venture Exchange.

The following tables present the Company's financial assets and liabilities by level within the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

As at September 30, 2023   Carrying value     Fair value   
    Fair value through
profit or loss
("FVPTL")		     Amortized
cost		     Level 1     Level 2     Level 3  
Financial assets                              
Cash and cash equivalents $ -   $ 3,164,187   $ -   $ -   $ -  
Short-term investments   -     7,100,199     -     -     -  
Marketable securities   8,911     -     8,911     -     -  
  $ 8,911   $ 10,264,386   $ 8,911   $ -   $ -  

16

AUSTIN GOLD CORP.

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

Expressed in United States dollars, except for share data

10. FINANCIAL RISK MANAGEMENT (Continued)

As at December 31, 2022   Carrying value      Fair value   
    FVTPL     Amortized
cost		     Level 1     Level 2     Level 3  
Financial assets                              
Cash and cash equivalents $ -   $ 630,623   $ -   $ -   $ -  
Short-term investments   -     11,649,079     -     -     -  
Marketable securities   16,473     -     16,472     -     1  
  $ 16,473   $ 12,279,702   $ 16,472   $ -   $ 1  

 

11. COMMITMENTS

The Company executed an introductory agent agreement with BMR (the "BMR Agreement"). Under the BMR Agreement, should a mineral property recommended by BMR be acquired by the Company, the Company shall pay an introductory agent fee. The BMR Agreement is currently in effect for the Miller Project, as of February 1, 2021, with the introductory agent fee commitment as follows:

Within 15 days of acquisition

$5,000

Paid

6 months after acquisition

$5,000

Paid

12 months after acquisition

$5,000

Paid

18 months after acquisition

$5,000

Paid

24 months after acquisition

$7,500

Paid

30 months after acquisition

$7,500

Paid

36 months after acquisition

$10,000

 

42 months after acquisition

$10,000

 

48 months after acquisition

    and every six months thereafter

$15,000

 

If commercial production is achieved on a property recommended by BMR, the Company shall pay a 0.5% net smelter return royalty on all mineral interests acquired within the area of influence of the mineral property. Introductory agent fees and net smelter return royalty payments totaling $1,000,000 paid by the Company will reduce the net smelter return royalty by 50% to 0.25%.

12. SEGMENTED INFORMATION

Exploration and development of mineral projects is considered the Company's single business segment. All of the Company's E&E assets are located in the USA.

13. SUBEQUENT EVENTS

(a) Share options

On October 2, 2023, the Company granted share options to directors, officers and consultants of the Company to purchase an aggregate of 1,260,000 common shares in the capital of the Company at an exercise price of $0.77 per share, which expire on October 2, 2028.

17

AUSTIN GOLD CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2023 AND 2022

 

MANAGEMENT'S DISCUSSION AND ANALYSIS

This Management's Discussion and Analysis ("MD&A") for Austin Gold Corp., ("Austin Gold", "we", "us", "our" or the "Company") provides information about our performance, financial condition, and future prospects.

This MD&A should be read in conjunction with the condensed interim consolidated financial statements for the three and nine months ended September 30, 2023 and 2022 as publicly filed in Canada on the System for Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedar.com, and in the United States of America ("USA") on the EDGAR section of the Securities and Exchange Commission ("SEC") website at www.sec.gov.

The condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). Our significant accounting policies applied in the condensed interim consolidated financial statements are the same as those disclosed in Note 3 of our annual consolidated financial statements as at and for the years ended December 31, 2022 and 2021.

The functional currency of the Company and its subsidiary is the US dollar ("USD" or "$"). The presentation currency of the condensed interim consolidated financial statements is USD. All dollar amounts in this MD&A are expressed in USD, unless otherwise noted or the context otherwise provides. Any reference to Canadian dollars is denoted by "C$" or "CAD".

This MD&A is prepared as of November 8, 2023 and includes certain statements that may be deemed "forward-looking information", "forward-looking statements", and "financial outlook". We direct readers to the "Caution Regarding Forward-Looking Statements" section included within this MD&A.

Additional information relating to the Company, including our annual report on Form 20-F ("Form 20-F"), dated March 29, 2023, is available in Canada on the SEDAR website at www.sedar.com and in the US, on the EDGAR section of the SEC website at www.sec.gov.

BUSINESS OVERVIEW

Austin Gold, together with its subsidiary Austin American Corporation ("Austin NV"), is focused on the exploration of mineral property interests in the southwestern-Great Basin area of the USA.

On April 21, 2020, the Company was incorporated in British Columbia ("BC"), Canada. The wholly-owned subsidiary, Austin NV, was incorporated in Nevada, USA in June 2020.

The Company's common shares are traded on the NYSE American LLC under the symbol "AUST" and the Company is a reporting issuer in BC, Canada. The Company's principal place of business is the 9th Floor, 1021 West Hastings Street, Vancouver, BC, Canada, V6E 0C3.

For more information about the Company's directors and management team, refer to the Company website at www.austin.gold.

2

THIRD QUARTER HIGHLIGHTS AND SIGNIFICANT EVENTS

  • On July 25, 2023, the Company commenced a drilling program at its Miller Project which was designed to test for the presence and depth of favourable Carlin-type deposit host rocks under the project area.
  • On August 10, 2023, the Company announced that Darcy Higgs resigned as Corporate Secretary of the Company and took the role of Vice President ("VP"), Business Development. Donna Moroney was appointed Corporate Secretary.
  • On September 20, 2023, the Company reported the gold assay results for the drilling program at its Miller Project. Four holes totaling 6,565 feet (2,001 meters) were drilled. For further details on the drilling program results, refer to the "Mineral Projects" section of this MD&A.
  • On September 20, 2023, the Company announced that the State of Oregon approved the Exploration Permit for drilling at the Stockade Mountain Project. With both the US Department of the Interior Bureau of Land Management ("BLM") and Oregon permits in hand, the Company plans an exploration drilling program at the project in the fourth quarter of 2023. For further details, refer to the "Mineral Projects" section of this MD&A.
  • Subsequent to September 30, 2023, on October 2, 2023, the Company granted share options to directors, officers and consultants of the Company to purchase an aggregate of 1,260,000 common shares in the capital of the Company at an exercise price of $0.77 per share, which expire on October 2, 2028.
  • Subsequent to September 30, 2023, on October 11, 2023, the Company announced that Kenneth McNaughton resigned as VP, Exploration and will continue to serve as a director. Robert "Bob" Hatch was appointed VP, Exploration.
  • Subsequent to September 30, 2023, on November 2, 2023, the Company announced that drilling commenced at its Stockade Mountain Project. For further details, refer to the "Mineral Projects" section of this MD&A.

MINERAL PROJECTS

The Company is focused on the acquisition, exploration and development of mineral resource properties primarily in the western USA. The Company has an option to joint venture the Kelly Creek Project in Humboldt County, Nevada, and has leases on the Lone Mountain Project and the Miller Project in Nevada, and the Stockade Mountain Property in Oregon.

The Company engaged Robert M. Hatch (SME-Registered Member) of Volcanic Gold & Silver LLC, 80 Bitterbrush Road, Reno, Nevada, as VP, Exploration and Qualified Person ("QP") under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and sub-part 1300 of Regulation S-K ("SK 1300") under the US Securities Exchange Act of 1934, as amended, to oversee the operations and disclosure for all of the Company's mineral projects.

3

Below are brief descriptions of the properties. For additional information about the financial terms of the agreements, refer to Note 6 of our condensed interim consolidated financial statements for the three and nine months ended September 30, 2023 and 2022 or Note 9 of our annual consolidated financial statements for the years ended December 31, 2022 and 2021.

Kelly Creek Project, Nevada, USA

The Company has an Exploration and Option to Enter Joint Venture Agreement on the Kelly Creek Project, through its subsidiary Austin NV, with Pediment Gold LLC ("Pediment"), a subsidiary of Nevada Exploration Inc. ("NGE"), whereby Austin NV may earn up to a 70% interest in the Kelly Creek Project. The project is located in Humboldt County, Nevada, and is situated on public lands administered by the BLM and on leased private lands. Total area of the property is approximately 8.26 mi2 (21.4 km2). Barbara Carroll, C.P.G., as an independent consultant and QP, completed the Kelly Creek Technical Report which is available on SEDAR at www.sedar.com.

The Kelly Creek Basin is situated along the Battle Mountain - Eureka Gold Trend and is bounded by multi-million-ounce gold deposits to the north (Twin Creeks, Getchell, Turquoise Ridge, and Pinson) and south (Lone Tree, Marigold, Trenton Canyon, Converse, Buffalo Valley, Copper Basin, and Phoenix), together representing more than 70 million ounces of gold along the periphery of the Basin. Despite its proximity to significant mineralization, the interior of the Kelly Creek Basin has seen limited systematic exploration activity to date because its bedrock is largely covered by post-mineral volcanic units and post-mineral alluvium.

A significant portion of the Kelly Creek Project lies within and under the Humboldt River and its floodplain, much of which is part of the National Wetlands Inventory managed by the US Fish and Wildlife Service. The full impact of this wetlands designation for this part of the Kelly Creek Project is unknown. A preliminary review of permitting issues in this area indicates that there may be some additional challenges to permit development near the Humboldt River and its associated floodplain.

The Company has engaged professionals to review the geophysical data, the environmental mine permit issues, and to provide target evaluations for the Kelly Creek Project. Exploration work by the Company has included review of technical data, compilation of the exploration data in geographic information system ("GIS") and three dimensional ("3D") programs, review of environmental issues affecting the project, writing of the NI 43-101 report, evaluation of targets, logistical planning of the drilling program, and permitting of drill sites with the BLM.

During the third quarter of 2022, the Company conducted a limited drill program at the Kelly Creek Project to drill test beneath anomalous gold values encountered in shallow historical drill holes in an area of thin Quaternary alluvium cover. The program consisted of a total of 3,485 feet (1,062 meters) of rotary-RC drilling in four holes. Difficult drilling conditions, including large inflows of groundwater, prevented the holes from achieving a targeted depth of 1,500 feet (457 meters). All holes intersected rocks that may host gold mineralization similar to the deposits at the nearby Marigold and Lone Tree Mines. The highest gold values returned were 0.087 grams per tonne ("g/t") and 0.056 g/t. The Company is compiling and interpreting this information to determine its next steps at Kelly Creek.

4

On May 3, 2023, the Company and Pediment agreed to amend the terms of the option to enter joint venture agreement. For further details on the amended terms, refer to Note 6 of our condensed interim consolidated financial statements for the three and nine months ended September 30, 2023 and 2022.

On June 1, 2023, the Company gave notice to Pediment that it will drop certain leases and claim holdings within the Kelly Creek Project, as permitted by the option to enter joint venture agreement with amendments. The claims dropped represented approximately 60% of the original combined land holdings and included the claims under the Genesis agreement. The entire Tomera Ranch private property has been retained. As a result of the termination of certain leases and claim holdings, the Company incurred a write-off of E&E assets of $353,456 which was recorded in the statement of earnings (loss) and comprehensive loss.

Lone Mountain Project, Nevada, USA

The Company has a mineral lease agreement with NAMMCO, a Wyoming General Partnership, for exploration and mining rights on 454 unpatented lode mining claims that comprise the Lone Mountain Property, Elko County, Nevada. Total area of the property is approximately 12.3 mi2 (31.9 km2)

The project is located approximately 25 miles (40 kilometers) northwest of Elko, Nevada at the southern end of the Independence Mountains. The property is situated in one of the major gold mining centers of Nevada, as it is located 22 miles (35 kilometers) northeast of the Carlin cluster of gold deposits and 19 miles (30 kilometers) south of the Jerritt Canyon deposits. Lone Mountain is accessible from the large regional mining hub of Elko by 31 miles (50 kilometers) of highway and 3 miles (5 kilometers) of gravel road.

Modern gold exploration began in 1965 around the time of the original Carlin discovery when Newmont drilled several shallow holes into gold-bearing jasperoids (silica-replaced limestone) on the north flank of Lone Mountain. Beginning in the 1960s, the Lone Mountain property position was assembled by Kirkwood and Huber (principals of NAMMCO) and then leased to several mining companies over the years.

The Lone Mountain Project is comprised of a broadly folded sequence of Paleozoic lithologies that are intruded by a Tertiary age (36-42 Ma) multi-phase intrusive complex. Silurian to Devonian shelf carbonates form the lower plate and Ordovician off-shelf siliciclastic rocks form the upper plate of the low angle Roberts Mountains thrust fault.

Erosion plus basin and range block faulting has created the "Lone Mountain window", which is now a broad, west-plunging antiform with an east-west trending axis. This window is similar to other gold mineralized windows in Nevada such as the Carlin Window - Gold Quarry Mine; Lynn Window - Carlin Mine; Bootstrap Window - Gold Strike Deposit; and Cortez Window - Cortez Hills. It is the lower plate carbonate rocks exposed in the windows that host significant "Carlin-Type" mineralization in these districts. The most intense and potentially most economically significant alteration occurs as jasperoid. Skarn and gossan alteration and mineralization occur close to the intrusive, typically with gold as well as silver and base metals in rocks and soils. The widespread jasperoid development is outboard from the intrusive and commonly is associated with gold and elements typical of Carlin-type sediment-hosted gold deposits (Sb, As, Zn) in the rocks and soils. This district-scale alteration zonation is typical of the Carlin-type districts in Nevada.

5

Significant data collected by a number of exploration companies over the past sixty years suggest potential for significant resources and provide guidelines for future exploration. The Company, in coordination with its consultants, conducted numerous activities to design an initial exploration program for the Lone Mountain Project. These activities included a review of historical technical reports, compilation of exploration data, drafting of property maps and workup of the GIS data, and strategic planning for a forthcoming exploration program. Subsequent to these reviews, the Company has commenced an exploration program consisting of rock sampling, geological mapping and gravity geophysics.

Miller Project, Nevada, USA

The company has a mineral lease agreement with Shea Clark Smith (trustee) and Gregory B. Maynard (trustee) for exploration and mining rights on unpatented lode mining claims comprising the Miller Project situated in Elko County, Nevada.

The project is located approximately 30 miles (50 kilometers) south-southwest of Elko, Nevada on the eastern flank of the Pinion Range and is situated at the southern end of the Carlin Gold Trend. Contact Gold's Pony Creek deposit is immediately to the northwest and Gold Standard Ventures' Railroad District is further to the northwest. The Miller Project is accessible from the regional mining hub of Elko by approximately 30 miles (50 kilometers) of paved road (State Route 228), followed by approximately 8 miles (13 kilometers) of gravel road.

The Miller Project consists of 117 claims in the original lease agreement, and an additional 164 claims which were staked in January 2021 for a total of 281 unpatented lode mining claims covering approximately 8.85 mi2 (22.9 km2) on land administered by the BLM. Although the Company had filed the required documentation with the BLM and county recorder as required, there was a dispute on the ownership of 134 of the newly staked claims and on 36 of the original claims. The contending party did not pay the property maintenance fees on the disputed claims when they were due on September 1, 2022. Management believes that this situation has been resolved in favor of the Company.

The Miller Project is at the greenfields stage of exploration. The project comprises a large area of pediment with post-mineral cover, and available biogeochemical, geophysical, and geological data in this area support the potential for a district-scale gold discovery under that cover. Historical information received from the property vendors indicates that up to seven historical drill holes were drilled in the western-most part of the property in 1997 and 1998. However, these holes are not in the area of the biogeochemical anomalies that are of interest to the Company.

The Company has conducted activities for an initial exploration program on the Miller Project, which included compilation of exploration data in GIS software, reviewing and digitizing biogeochemical, geological and drill hole compilations, and engaging a geophysics consultant for data review and future program planning.

The Company received approval from the BLM for a "Notice to Conduct Mineral Exploration Activities" for its initial drilling program. The program commenced in late July 2023.

6

On September 20, 2023, the Company received gold assay results for the drilling program at its Miller Project. Four holes totalling 6,565 feet (2,001 meters) were drilled to target Carlin-type gold mineralization hypothesized to occur beneath Quaternary gravels and Tertiary volcanic rocks. The primary purpose of this drilling program was to determine if suitable Carlin-type host rocks occurred at reasonable depth in areas with gold and multi-element biogeochemical anomalies. Two of the holes encountered the Paleozoic sedimentary rock section at depths of 985 feet (300 meters) and 940 feet (286.5 meters) respectively that may include the suitable host rocks, whereas two of the holes were ended in Tertiary volcanics at depths of 1,800 feet (548.6 meters) and 1,545 feet (470.9 meters) respectively. Some of the sample intervals in the Paleozoic rocks contained detectable gold up to 0.099 g/t, whereas high values of 0.116 and 0.208 g/t gold are hosted by volcanic rocks interpreted to be Eocene in age. A thorough evaluation of data from the drilling program is pending analysis of multi-element geochemistry results and check samples.

Stockade Mountain Property, Oregon, USA

The Company has a mineral lease agreement with Bull Mountain Resources, LLC ("BMR") for exploration and mining rights on 261 unpatented lode mining claims that comprise the Stockade Mountain Property situated in Malheur County, Oregon. Total area of the property is approximately 8.29 mi2 (21.46 km2).

The property is located approximately 50 miles (80 kilometers) southeast of Burns, Oregon and 90 miles (145 kilometers) southwest of Boise, Idaho in a rural area used extensively for ranching and farming. The high-grade gold/silver Grassy Mountain Gold project, which is currently undergoing permitting for an underground mine and adjacent milling operation, is located in Malheur County about 40 miles (64 kilometers) northeast of Stockade Mountain. The nearby community of Burns, Oregon is a commercial center for ranching and farming and can supply the necessary accommodation, food, fuels, supplies, and some of the contractors and workforce for exploration and development.

Historical data generated within the project demonstrates the discovery potential for significant high-grade gold/silver mineralization occurring at shallow depth that may be amenable to underground mining. Stockade Mountain exhibits a classic large gold- and silver-bearing low-sulfidation "hot springs" hydrothermal system associated with rhyolite intrusion and doming that formed along a major NW-trending structural corridor. Gold/silver and high-level mercury mineralization at Stockade is associated with widespread silicification and argillization in a near-surface paleo-hot springs environment. This hydrothermal alteration and mineralization formed in and around rhyolite domes that have intruded gently dipping felsic tuffs. Erosion into the hydrothermal system has been minimal, resulting in the local exposure of probable hydrothermal craters and vents that indicate the paleosurface at the time of hot springs activity. Gold and silver, along with associated elements arsenic, antimony, and mercury, are all strongly anomalous at the surface, however, historical drilling shows that gold and silver values, and their extent, increase significantly with depth below the paleosurface. This is a common characteristic of high-grade gold/silver deposits in similar geological environments, including the previously mentioned nearby Grassy Mountain deposit in Oregon, the Midas, Sleeper, Hollister, National, and Fire Creek mines in Nevada, and numerous analogous deposits elsewhere in the world. The gold/silver veins being targeted at Stockade Mountain would have formed within the vertical zone of vigorous boiling of the hydrothermal fluids, and this is interpreted to have occurred approximately 600 to 1,200 feet (183 to 366 meters) below the surface.

7

Exploration programs conducted by BHP, Phelps Dodge and Placer Dome in the 1980s and 90s included shallow exploration holes that were drilled for bulk tonnage, open-pit potential, with no efforts to target deeper high-grade gold/silver vein deposits. Many of these short drill holes returned significant lengths of strongly anomalous gold mineralization, including long intercepts of >0.2 g/t of gold. Four holes drilled higher-grade intercepts of:

  • 10 feet (3 meters) averaging 1.1 g/t gold;
  • 5 feet (1.5 meters) @1.14 g/t gold;
  • 15 feet (4.6 meters) averaging 1.1 g/t gold; and
  • 15 feet (4.6 meters) that averaged 1.385 g/t gold.

The property had been dormant since the mid-1990s and was rediscovered by BMR during an eastern Oregon reconnaissance exploration program. There has been a considerable amount of work done on the property in the past and BMR has compiled a large amount of data for Stockade Mountain including:

  • assays for over 1,000 rock samples (includes 128 collected by the vendors and 230 collected by a previous exploration company);
  • approximately 1,000 soil samples (historical data);
  • information for 40 RC drill holes completed by Phelps Dodge, BHP-Utah, Placer Dome, and Carlin Gold;
  • recently completed ground and airborne geophysical surveys; and
  • a largely completed NI 43-101 Technical Report.

The project is an exploration stage project, and there are no known mineral resources or reserves on the project at this time. The Company plans to initiate a systematic exploration program to include drilling beneath the known high-level gold/silver-bearing stockworks mineralization that will target high grade vein deposits formed deeper into the hydrothermal boiling zone along feeder conduits. Similar to the Company's other projects, Robert M. Hatch has conducted data compilation, field review, permitting, and other activities associated with exploration of the Stockade Mountain Project.

During the fourth quarter of 2022, the Company received approval from the BLM to build access roads and drill exploration holes to test the above-described targets. During the third quarter of 2023, the Exploration Permit application was approved by the Oregon Department of Geology and Mineral Industries ("DOGAMI") to drill up to sixteen holes. As a result, all permits necessary to construct access roads and initiate drilling are in hand.

The Company's drilling program is designed to test beneath the known high-level gold/silver-bearing stockworks mineralization for high-grade vein deposits formed deeper in the hydrothermal system. On November 2, 2023, the Company commenced drilling at the Stockade Mountain Project. The drilling program is planned to consist of 4,000 to 5,000 feet in four or five diamond drill (core) holes, each hole to be 800 to 1,500 feet deep. It is expected that the program will take up to eight weeks to complete, with assay results to follow.

8

Fourmile Basin Project, Nevada, USA

On April 13, 2023, the Company terminated the mineral lease and option agreement for the Fourmile Basin Property. As a result of the termination of the mineral lease and option agreement, the Company incurred a write-off of E&E assets of $871,673 which was recorded in the statement of earnings (loss) and comprehensive loss.

FINANCIAL POSITION

Total assets

As at September 30, 2023, total assets were $12,827,223, a decrease of $2,050,452 compared to December 31, 2022. The decrease was predominantly due a decrease in overall liquidity (i.e. cash and cash equivalents and short-term investments) from E&E expenditures and corporate administrative expenses and the write-off of E&E assets related to the Fourmile Basin and Kelly Creek projects, in the amount of $1,225,129. This was partially offset by an increase in E&E assets in the amount of $1,177,429 from spending on its mineral projects and interest and finance income received.

Expenditures on E&E assets included the completed drill programs on the Fourmile Basin and Miller Projects and annual BLM and county maintenance fees for all active mineral projects.

Total liabilities

As at September 30, 2023, total liabilities were $135,432, an increase of $37,607 compared to December 31, 2022. The increase in liabilities was predominantly due to higher trade payables due to the timing of E&E activities on the Company's mineral projects and corporate administrative expenses.

Total shareholders' equity

Total shareholders' equity was $12,691,791, a decrease of $2,088,059 compared to December 31, 2022. Lower shareholders' equity was due to the net loss for the period of $2,297,717 partially offset by the value assigned to share options and warrants vested during the period of $209,658.

FINANCIAL RESULTS OF OPERATIONS

Administrative expenses

For the three and nine months ended September 30, 2023, total administrative expenses were $420,417 and $1,433,701 respectively, an increase of $31,639 and $304,310 respectively, compared to the comparable period in 2022. The increase was the result of the Company operating as a publicly listed entity for the nine months ended September 30, 2023 compared to the comparable period in 2022, in which the Company completed its initial public offering ("IPO") in May 2022.

9

Share-based compensation

For the three and nine months ended September 30, 2023, share-based compensation expense was $39,875 and $179,762 respectively, an increase of $39,875 and $179,762 respectively, compared to the comparable period in 2022. The movement in share-based compensation expense is the result of the timing and number of share options and warrants granted during the periods and the vesting conditions and fair value attributed to those options and warrants.

Insurance

For the three months ended September 30, 2023, insurance costs were $86,797, a decrease of $9,609 compared to the comparable period in 2022. The decrease in insurance costs was due to a lower premium for directors and officers insurance upon renewal of the Company's policy in the second quarter of 2023.

For the nine months ended September 30, 2023, insurance costs were $273,254, an increase of $107,518 compared to the comparable period in 2022. The increase was due to the premium for directors and officers insurance initiated upon completion of the IPO in the second quarter of 2022.

Listing and filing fees

For the three and nine months ended September 30, 2023, listing and filing fees were $52,598 and $153,954 respectively, an increase of $51,726 and $52,400 compared to the comparable period in 2022. The increase was primarily due to fees, in the amount of $50,000, incurred with the NYSE American for the Company's stock incentive plan.

Management and consulting fees

For the three months ended September 30, 2023, management and consulting fees were $154,476, an increase of $32,941 compared to the comparable period in 2022. The increase was primarily due to higher consulting fees for its senior officers.

For the nine months ended September 30, 2023, management and consulting fees were $427,232, a decrease of $69,615 compared to the comparable period in 2022. The decrease was primarily due to corporate executive bonuses received on completion of the IPO partially offset by corporate executive management fees and director's fees which commenced in the second quarter of 2022. Refer to the "Related Party Transactions and Balances" section of this MD&A.

Investor relations and marketing

For the three and nine months ended September 30, 2023, investor relations and marketing was $37,695 and $104,100 respectively, a decrease of $84,972 and $20,761 respectively, compared to the comparable period in 2022. The decrease was due to decreased promotion and marketing of the Company since the listing of the Company's shares on the NYSE American.

10

Write-off of E&E assets

For the nine months ended September 30, 2023, the Company recognized a write-off of E&E assets in the amount of $1,225,129. This was related to the termination of the Fourmile Basin Project mineral lease and option agreement, in the amount of $871,673 and the notice to Pediment that the Company will drop certain leases and claim holdings within the Kelly Creek Project, in the amount of $353,456.

Unrealized fair value (loss) gain on marketable securities

For the three and nine months ended September 30, 2023, unrealized fair value gain (loss) on marketable securities was a gain of $149 and loss of $7,562 respectively, a decrease of $51,370 and $152,199 respectively, compared to the comparable period in 2022. The decrease was due to a smaller change in the share price of NGE in which the Company holds 89,240 common shares (post 25:1 share consolidation completed on February 15, 2023).

Foreign exchange gain (loss)

For the nine months ended September 30, 2023, foreign exchange gain was $2,130, a decrease of $807,347 compared to the comparable period in 2022. The decrease in foreign exchange gain was primarily related to the Company's change in functional currency from CAD to USD as of December 31, 2022. The foreign exchange gain in 2022 was primarily related to the translation of USD denominated term deposits as the CAD weakened against the USD.

Interest and finance income

For the three and nine months ended September 30, 2023, interest and finance income was $130,069 and $366,700 respectively, an increase of $50,024 and $249,879 respectively, compared to the comparable period in 2022. The increase was primarily due to higher interest rates on reinvestment of short-term investments. Interest and finance income is earned from the investment in short-term investments at fixed interest rates using the proceeds generated by the Company's IPO.

Net earnings (loss)

For the three and nine months ended September 30, 2023, net loss was $292,112 and $2,297,717 respectively, an increase of $747,126 and $1,934,863 respectively, compared to the comparable period in 2022. The increase was primarily driven by the write-off of E&E assets, a decrease in foreign exchange gain and higher corporate administrative expenses partially offset by a lower unrealized fair value loss on marketable securities and interest and finance income.

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LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

Cash flows

For the three and nine months ended September 30, 2023, cash flows used in operating activities were $322,639 and $1,259,503 respectively, a decrease of $88,518 and $115,499 respectively, compared to the comparable periods in 2022. The decrease was primarily due to changes in non-cash working capital items partially offset by higher corporate administrative costs.

For the three months ended September 30, 2023, cash flows generated by investing activities were $1,843,736, an increase of $2,440,115 compared to the comparable period in 2022. The increase was primarily due to the redemption of short-term investments in the amount of $6,500,000 and an increase of interest received in the amount of $155,638. This was partially offset by the purchase of short-term investments in the amount of $4,000,000 and an increase in expenditures on E&E assets in the amount of $230,211.

For the nine months ended September 30, 2023, cash flows generated by investing activities were $3,792,960, an increase of $16,969,732 compared to the comparable period in 2022. The increase was due to the redemption of short-term investments of $16,500,000, a decrease in short-term investments purchased of $500,000 and an increase of interest received in the amount of $399,308. This was partially offset by an increase in expenditures on E&E assets in the amount of $444,264.

For the nine months ended September 30, 2023, cash flows generated by financing activities were nil, a decrease of $13,853,420 compared to the comparable period in 2022. The Company completed its IPO in 2022 for gross proceeds of $15,019,000, offset by share issuance costs of $1,165,580.

Liquidity, capital resources and going concern

The Company has not generated revenue or cash flows from its operations to date. As at September 30, 2023, the Company has an accumulated deficit of $5,317,568 since inception and has a working capital (current assets less current liabilities) surplus of $10,360,631 (December 31, 2022 - $12,393,162). The operations of the Company have primarily been funded by the issuance of common shares.

The continuing operations of the Company are dependent upon obtaining necessary financing to meet the Company's commitments as they come due and to finance future exploration and development of mineral interests, secure and maintain title to properties, and upon future profitable production.

Management regularly reviews the current Company capital structure and updates its expenditure budgets and forecasts as necessary, to determine whether or not new financing will need to be obtained, and what type of financing is appropriate given the changing market conditions.

Management estimates its current working capital will be sufficient to fund its current level of activities for at least the next twelve months.

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COMMITMENTS

The Company is required to make pre-production, lease and/or advanced royalty payments and incur E&E expenditures (i.e. work commitments) on each of its projects to keep the agreements in good standing. For details of these commitments, refer to Note 6 of the condensed interim consolidated financial statements for the three and nine months ended September 30, 2023 and 2022.

Introductory Agent Agreement

The Company executed an introductory agent agreement with BMR (the "BMR Agreement"). Under the BMR Agreement, should a mineral property recommended by BMR be acquired by the Company, the Company shall pay an introductory agent fee. The BMR Agreement is currently in effect for the Miller Project, as of February 1, 2021, with the introductory agent fee commitment as follows:

Within 15 days of acquisition

$5,000

Paid

6 months after acquisition

$5,000

Paid

12 months after acquisition

$5,000

Paid

18 months after acquisition

$5,000

Paid

24 months after acquisition

$7,500

Paid

30 months after acquisition

$7,500

Paid

36 months after acquisition

$10,000

 

42 months after acquisition

$10,000

 

48 months after acquisition

    and every six months thereafter

$15,000

 

If commercial production is achieved on a property recommended by BMR, the Company shall pay a 0.5% net smelter return royalty on all mineral interests acquired within the area of influence of the mineral property. Introductory agent fees and net smelter return royalty payments totaling $1,000,000 paid by the Company will reduce the net smelter return royalty by 50% to 0.25%.

Source of funds

The net proceeds of the Company's IPO, together with the Company's working capital balance represent the expected source of funds to meet these capital expenditure commitments.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

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OUTSTANDING SHARE DATA

As at November 8, 2023, the Company had the following number of securities outstanding:

    Number of
securities		     Exercise
price ($)		     Weighted average
remaining life (years)		  
Common shares   13,271,750     -     -  
Share options   2,353,333     $0.77 - $2.18     5.11  
Warrants   100,000     0.81     1.98  
    15,725,083              

SELECTED QUARTERLY FINANCIAL INFORMATION

The following table contains selected quarterly financial information derived from our unaudited quarterly condensed consolidated interim financial statements, which are reported under IFRS applicable to interim financial reporting.

    Q3 2023     Q2 2023     Q1 2023     Q4 2022     Q3 2022     Q2 2022     Q1 2022     Q4 2021  
Revenue $ -   $ -   $ -   $ -   $ -   $ -   $ -   $ -  
Net earnings (loss)   (292,112 )   (1,519,968 )   (485,637 )   (705,537 )   455,014     (667,236 )   (150,632 )   (97,429 )
Net comprehensive loss   (292,112 )   (1,519,968 )   (485,637 )   (518,779 )   (436,844 )   (703,431 )   (128,258 )   (84,104 )
Earnings (loss) per share - basic and diluted   (0.02 )   (0.11 )   (0.04 )   (0.05 )   0.03     (0.06 )   (0.02 )   (0.01 )
Cash and cash equivalents   3,164,187     1,644,336     3,877,896     630,623     418,540     1,457,364     983,611     1,094,550  
E&E assets   2,321,334     1,449,230     2,592,426     2,369,034     2,102,270     1,358,811     1,329,480     1,286,156  
Total assets   12,827,223     13,046,516     14,607,969     14,877,675     15,418,592     15,788,439     2,449,423     2,592,093  
Total liabilities   135,432     109,134     213,429     97,825     302,387     235,389     46,362     60,773  
Cash dividends $ -   $ -   $ -   $ -   $ -   $ -   $ -   $ -  

The increase in total assets in the second quarter of 2022 was the result of the Company completing its IPO whereby it issued 3,754,750 shares at $4.00 per share for gross proceeds of $15,019,000.

EVENTS AFTER THE REPORTING DATE

Other than disclosed elsewhere in this MD&A, the Company does not have any material events after the reporting date to disclose.

RELATED PARTY TRANSACTIONS AND BALANCES

Key management includes the Company's directors and officers including its President, VP, Business Development and Chief Financial Officer ("CFO").

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Directors and key management compensation:

    For the three months ended     For the nine months ended  
    September 30,     September 30,     September 30,     September 30,  
    2023     2022     2023     2022  
Management and consulting fees $ 128,801   $ 86,582   $ 365,125   $ 461,055  
Share-based compensation   33,231     -     149,483     -  
Directors' fees   18,216     25,645     54,648     25,645  
  $ 180,248   $ 112,227   $ 569,256   $ 486,700  

For the nine months ended September 30, 2023, the Company's officers incurred $15,448 (2022 - $41,137) of administration expenses in the normal course of business on behalf of the Company.

For the nine months ended September 30, 2023, the Company incurred $53,024 (2022 - nil) with P2 Gold Inc., a related party of the Company, under a CFO shared-services agreement. These expenditures were expensed under management and consulting fees in the statement of earnings (loss) and comprehensive loss.

As at September 30, 2023, accounts payable and accrued liabilities include $41,672 (December 31, 2022 - $7,568) owed to related parties of the Company for transactions incurred in the normal course of business.

NEW ACCOUNTING POLICIES

Our significant accounting policies are presented in Note 3 to the audited consolidated financial statements for the years ended December 31, 2022 and 2021. There were no new accounting policies adopted during the three and nine months ended September 30, 2023.

NEW ACCOUNTING STANDARDS AND RECENT PRONOUNCEMENTS

There are no other IFRS standards or International Financial Reporting Interpretations Committee interpretations that are not yet effective or early adopted that are expected to have any impact on the Company.

SIGNFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of financial statements requires the use of accounting estimates. It also requires management to exercise judgment in the process of applying its accounting policies. Estimates and policy judgments are regularly evaluated and are based on management's experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

15

Significant accounting policy judgments include:

  • The assessment of the Company's ability to continue as a going concern which requires judgment related to future funding available to identify new business opportunities and meet working capital requirements, the outcome of which is uncertain; and
  • The application of the Company's accounting policy for impairment of E&E assets which requires judgment to determine whether indicators of impairment exist including factors such as the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further E&E of resource properties are budgeted and evaluation of the results of E&E activities up to the reporting date. Management assessed impairment indicators for the Company's E&E assets and has concluded that no impairment indicators exist as of September 30, 2023.

FINANCIAL INSTRUMENT RISK

The Company's financial instruments consist of cash and cash equivalents, short-term investments, marketable securities, and accounts payable and accrued liabilities.

The Company has exposure to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk from its use of financial instruments.

(a) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company's cash flows or value of its financial instruments.

(i) Currency risk

The Company is subject to currency risk on financial instruments that are denominated in currencies that are not the same as the functional currency of the entity that holds them. Exchange gains and losses would impact the statement of earnings (loss) and comprehensive loss. The Company does not use any hedging instruments to reduce exposure to fluctuations in foreign currency rates.

The Company is exposed to currency risk through cash and cash equivalents, receivables and other, marketable securities, and accounts payable and accrued liabilities held in the parent entity which are denominated in CAD.

(ii) Interest rate risk

The Company is subject to interest rate risk with respect to its investments in cash and cash equivalents and short-term investments. The Company's current policy is to invest cash at variable and fixed rates of interest with cash reserves to be maintained in cash and cash equivalents in order to maintain liquidity. Fluctuations in interest rates when cash and cash equivalents and short-term investments mature impact interest and finance income earned.

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(b) Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its financial assets including cash and cash equivalents and short-term investments.

The carrying amount of financial assets represents the maximum credit exposure:

    September 30,     December 31,  
    2023     2022  
Cash and cash equivalents $ 3,164,187   $ 630,623  
Short-term investments   7,100,199     11,649,079  
  $ 10,264,386    $  12,279,702  

The Company mitigates its exposure to credit risk on financial assets through investing its cash and cash equivalents and short-term investments with Canadian Tier 1 chartered financial institutions. Management believes there is a nominal expected credit loss associated with its financial assets.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by monitoring actual and projected cash flows and matching the maturity profile of financial assets and liabilities.

The Company has issued surety bonds to support future decommissioning and restoration provisions.

Contractual undiscounted cash flow requirements for contractual obligations as at September 30, 2023 are as follows:

    Carrying
amount		     Contractual
cash flows		     Due within
1 year		     Due within
2 years		     Due within
3 years		  
Accounts payable and accrued liabilities $ 135,432   $ 135,432   $ 135,432    $  -    $  -  
  $ 135,432   $ 135,432   $ 135,432    $  -    $  -  

(d) Fair value estimation

The Company's financial assets and liabilities are initially measured and recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs.

17

The three levels of fair value hierarchy are as follows:

Level 1:

 

Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2:

 

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3:

 

Inputs for the asset or liability that are not based on observable market data.

The Company's financial instruments consisting of cash and cash equivalents, short-term investments and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these financial instruments.

Marketable securities are fair valued at each reporting period using NGE's share price on the TSX Venture Exchange.

The following tables present the Company's financial assets and liabilities by level within the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

As at September 30, 2023   Carrying value      Fair value   
    Fair value through
profit or loss
("FVPTL")		     Amortized
cost		     Level 1     Level 2     Level 3  
Financial assets                              
Cash and cash equivalents $ -   $ 3,164,187   $ -   $ -   $ -  
Short-term investments   -     7,100,199     -     -     -  
Marketable securities   8,911     -     8,911     -     -  
  $ 8,911   $ 10,264,386   $ 8,911   $ -   $ -  
                               
As at December 31, 2022   Carrying value     Fair value  
    FVTPL     Amortized
cost		     Level 1     Level 2     Level 3  
Financial assets                              
Cash and cash equivalents $ -   $ 630,623   $ -   $ -   $ -  
Short-term investments   -     11,649,079     -     -     -  
Marketable securities   16,473     -     16,472     -     1  
  $ 16,473   $ 12,279,702   $ 16,472   $ -   $ 1  

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INTERNAL CONTROL OVER FINANCIAL REPORTING

Management, with the participation of the President and the CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as that term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("ICFR"). The Company's ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Any system of ICFR, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation.

Management with the participation of the President and the CFO, assessed the effectiveness of our ICFR as at December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (COSO 2013).

There have been no significant changes in our internal controls during the nine months ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our ICFR.

RISK FACTORS

In addition to the risks described herein, reference is made to the risks and uncertainties set forth under the section entitled "Risk Factors" in the Form 20-F filed under the Company's profile in Canada on the SEDAR website at www.sedar.com and in the USA, on the EDGAR section of the SEC website at www.sec.gov, which risks and uncertainties are incorporated herein by reference. The risks described therein and herein are not the only risks faced by the Company and security holders of the Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also materially and adversely affect its business. The business and financial condition of the Company could be materially adversely affected by any of the risks set forth in this MD&A, in the Form 20-F, or such other risks. The trading price of the common shares of the Company could decline due to any of these risks and investors could lose all or part of their investment. This MD&A contains forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by the Company described in this MD&A. No inference should be drawn, nor should an investor place undue importance on, the risk factors that are included in this MD&A as compared to those included in the Form 20-F, as all risk factors are important and should be carefully considered by a potential investor.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this MD&A are forward-looking statements or information (collectively "forward-looking statements"). Forward-looking statements may include, but are not limited to, statements with respect to the future financial or operating performance of the Company and its subsidiary and its mineral projects, the future price of metals, test work and confirming results from work performed to date, the estimation of mineral resources and mineral reserves, the realization of mineral resource and mineral reserve estimates, the timing and amount of estimated future capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, and limitations of insurance coverage. The Company is hereby providing cautionary statements identifying important factors that could cause the actual results of the Company to differ materially from those projected in the forward-looking statements. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "may", "is expected to", "anticipates", "estimates", "intends", "plans", "projection", "could", "vision", "goals", "objective" and "outlook") are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

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By their nature, forward-looking statements involve numerous assumptions, inherent risks, and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes may not occur or may be delayed. The risks, uncertainties, and other factors, many of which are beyond the control of the Company, that could influence actual results include, but are not limited to:

  • continued trading of the Company's common shares on the NYSE American;
  • our ability to successfully execute our overall strategy and goals;
  • execution of our exploration and development plans for our mineral projects;
  • our ability to carry out our current planned exploration programs and development plans with our current financial resources;
  • we have a limited operating history and negative operating cash flows;
  • the market price for gold and other minerals may not be sufficiently high to ensure that our planned exploration expenditures will be funded;
  • we may not be able to demonstrate that any of our mineral projects warrant commercial development;
  • we may not be able to access sufficient capital to carry out our business plans, exploration and development plans;
  • our exploration and development costs may be higher than anticipated;
  • our ability to obtain and comply with all required permits, licenses and regulatory requirements in carrying out our exploration and development plans;
  • even if we are successful in demonstrating reserves on any of our properties, our mining projects may not achieve projected rates of production, cash flows, internal rates of return, payback periods or net present values;
  • there may be lack of adequate infrastructure to support our mineral projects;
  • employee recruitment and retention;
  • the risk that title to our material properties may be impugned;
  • environmental risks, including risks associated with compliance with environmental laws and the completion of any required environmental impact assessments or reclamation obligations;
  • economic uncertainties, including changes and volatility in global capital, currency and commodity markets which may impact our ability to raise capital to execute our business, exploration and development plans and the demand for our planned mineral projects;
  • the novel coronavirus ("COVID-19") pandemic;
  • the effects of commodity price fluctuations as a result of international conflicts including the Russian-Ukraine and Israel-Palestine conflicts;

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  • competition from other mineral exploration and mining businesses;
  • we have not demonstrated that any of our mineral properties contain mineral resources and, even if demonstrated, there is no assurance that any mineral resource estimates will be accurate as to exploration potential and mineral grades;
  • any required change in mineral resource or mineral reserve estimation methodology;
  • changes in the assumptions underlying the mineral resource estimates, which may result in a different (smaller) mineral resource estimate and other related matters;
  • changes in laws and regulations;
  • we may be subject to claims or legal proceedings;
  • the possibility of a conflict of interest arising for certain of our directors and officers;
  • volatility in the market price of the Common Shares;
  • future sales or issuances of equity securities could decrease the value of the Common Shares, dilute shareholders' voting power and reduce future potential earnings per Share;
  • we intend to retain earnings, if any, to finance the growth and development of our business and do not intend to pay cash dividends on the Common Shares in the foreseeable future;
  • general business, economic, competitive, political and social uncertainties;
  • the actual results of current and future exploration activities differing from projected results;
  • the inability to meet various expected cost estimates;
  • changes or downgrades in project parameters and/or economic assessments as plans continue to be refined;
  • fluctuations in the future prices of metals;
  • possible variations of mineral grade or recovery rates below those that are expected;
  • the risk that actual costs may exceed estimated costs;
  • failure of equipment or processes to operate as anticipated;
  • accidents, labor disputes and other risks of the mining industry;
  • political instability;
  • delays in obtaining governmental approvals or financing or in the completion of development or construction activities; and
  • global economic risks, including the occurrence of unforeseen or catastrophic events, such as political unrest, wars, or the emergence of a pandemic or other widespread health emergency, which could create economic and financial disruptions and require us to reduce or cease operations at some or all of our facilities for an indeterminate period of time, and which could have a material impact on our business, operations, personnel, and financial condition.

Such forward-looking information is necessarily based upon a number of factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The assumptions underlying the forward-looking information in this MD&A, which may prove to be incorrect, include, but are not limited to, assumptions relating to:

  • future business and property integrations remaining successful;
  • favorable and stable general macroeconomic conditions;

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  • securities markets;
  • spot and forward prices of gold, silver, base metals and certain other commodities;
  • currency markets (such as the CAD to USD exchange rate);
  • no materially adverse changes in national and local government, legislation, taxation, controls, regulations and political or economic developments;
  • that various risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding) will not materialize;
  • the ability to complete planned exploration programs;
  • the ability to continue raising the necessary capital to finance operations;
  • the ability to obtain adequate insurance to cover risks and hazards on favorable terms;
  • that changes to laws and regulations will not impose greater or adverse restrictions on mineral exploration or mining activities;
  • the continued stability of employee relations;
  • relationships with local communities and indigenous populations;
  • that costs associated with mining inputs and labor will not materially increase;
  • that mineral exploration and development activities (including obtaining necessary licenses, permits and approvals from government authorities) will be successful;
  • no escalation in the severity of the COVID-19 pandemic;
  • no disruptions or delays due to a USA government shutdown; and
  • the continued validity and ownership of title to properties.

Should one or more of the underlying assumptions prove incorrect, or should the risks and uncertainties materialize, actual results may vary materially from those described in the forward-looking statements.

Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the business of the Company or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

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Form 52-109F2

Certification of Interim Filings

I, Dennis Higgs, President and Director of Austin Gold Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Austin Gold Corp. (the "issuer") for the interim period ended September 30, 2023.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

1

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 8, 2023

(signed) "Dennis Higgs"

Dennis Higgs

President and Director

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Form 52-109F2

Certification of Interim Filings

I, Grant Bond, Chief Financial Officer of Austin Gold Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Austin Gold Corp. (the "issuer") for the interim period ended September 30, 2023.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

1

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 8, 2023

(signed) "Grant Bond"

Grant Bond

Chief Financial Officer

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