AUST 6-K
Austin Gold Corp. (AUST)
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 May 2026
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
Incorporated by Reference
Exhibits 99.1 and 99.2 to the Form 6-K of Austin Gold Corp. (the "Company") filed on May 6, 2026 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: May 6, 2026 | By: | /s/ Dennis Higgs |
| Name: | Dennis Higgs | |
| Title: | Executive Chairman, Chief Executive Officer and Director | |
AUSTIN GOLD CORP.
UNAUDITED CONDENSED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Expressed in United States dollars)
AUSTIN GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Unaudited - Expressed in United States dollars
| Note | March 31, | December 31, | |||||
| 2026 | 2025 | ||||||
| (Unaudited) | |||||||
| ASSETS | |||||||
| Current assets | |||||||
| Cash and cash equivalents | 3 | $ | 765,529 | $ | 573,159 | ||
| Short-term investments | 4 | 1,826,800 | 2,571,468 | ||||
| Receivables and other | 5 | 43,117 | 80,419 | ||||
| 2,635,446 | 3,225,046 | ||||||
| Non-current assets | |||||||
| Marketable securities | 18,566 | 22,138 | |||||
| Exploration and evaluation ("E&E") assets | 6 | 5,224,283 | 5,145,112 | ||||
| Property and equipment | 13,561 | 6,966 | |||||
| Total assets | $ | 7,891,856 | $ | 8,399,262 | |||
| LIABILITIES | |||||||
| Current liabilities | |||||||
| Accounts payable and accrued liabilities | 7 , 9 | $ | 172,414 | $ | 128,924 | ||
| 172,414 | 128,924 | ||||||
| EQUITY | |||||||
| Share capital | 8 | 17,209,080 | 17,209,080 | ||||
| Other reserves | 8 | 3,364,104 | 3,351,326 | ||||
| Accumulated other comprehensive income (loss) ("AOCI") | (574,949 | ) | (574,949 | ) | |||
| Deficit | (12,278,793 | ) | (11,715,119 | ) | |||
| 7,719,442 | 8,270,338 | ||||||
| Total liabilities and equity | $ | 7,891,856 | $ | 8,399,262 | |||
| Nature of operations and going concern | 1 | ||||||
| Commitments | 11 |
Approved on behalf of the Board of Directors:
| "Tom S.Q. Yip" | "Dennis L. Higgs" | |
| Tom S.Q. Yip | Dennis L. Higgs | |
| Chair of the Audit Committee and Lead Director |
Executive Chairman, Chief Executive Officer ("CEO") and Director |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
AUSTIN GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
Unaudited - Expressed in United States dollars, except for share data
| For the three months ended | |||||||
| Note | March 31, | March 31, | |||||
| 2026 | 2025 | ||||||
| Administrative expenses | |||||||
| Professional fees | $ | 182,125 | $ | 66,962 | |||
| Management salaries and consulting fees | 9 | 156,983 | 157,015 | ||||
| Listing and filing fees | 153,712 | 64,728 | |||||
| Insurance | 49,386 | 64,743 | |||||
| Share-based compensation | 8 , 9 | 12,778 | 140,197 | ||||
| General and administrative | 11,967 | 12,167 | |||||
| Travel expenses | 6,892 | 14,610 | |||||
| Shareholder information | 3,243 | 3,583 | |||||
| Depreciation | 550 | 695 | |||||
| Investor relations and marketing | 487 | 20,179 | |||||
| Operating loss | (578,123 | ) | (544,879 | ) | |||
| Foreign exchange (loss) gain | (3,748 | ) | 38 | ||||
| Unrealized fair value loss on marketable securities | (3,572 | ) | (4,024 | ) | |||
| Write-off of E&E assets | 6 | (838 | ) | (770 | ) | ||
| Interest and finance income | 22,757 | 50,276 | |||||
| Loss before taxes | (563,524 | ) | (499,359 | ) | |||
| Current income tax expense | (150 | ) | (150 | ) | |||
| Net loss and comprehensive loss for the period | $ | (563,674 | ) | $ | (499,509 | ) | |
| Loss per share - basic and diluted | $ | (0.04 | ) | $ | (0.04 | ) | |
| Weighted average number of common shares outstanding | 13,693,001 | 13,271,750 | |||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
AUSTIN GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited - Expressed in United States dollars
| For the three months ended | |||||||
| Note | March 31, | March 31, | |||||
| 2026 | 2025 | ||||||
| Cash flows used in operating activities | |||||||
| Net loss for the period | $ | (563,674 | ) | $ | (499,509 | ) | |
| Items not affecting cash: | |||||||
| Current income tax expense | 150 | 150 | |||||
| Depreciation | 550 | 695 | |||||
| Interest and finance income | (22,757 | ) | (50,276 | ) | |||
| Share-based compensation | 8 | 12,778 | 140,197 | ||||
| Unrealized fair value loss on marketable securities | 3,572 | 4,024 | |||||
| Unrealized foreign exchange loss (gain) | 359 | (39 | ) | ||||
| Write-off of E&E assets | 6 | 838 | 770 | ||||
| Changes in non-cash working capital items: | |||||||
| Receivables and other | 37,302 | 63,572 | |||||
| Accounts payable and accrued liabilities | 27,420 | 13,256 | |||||
| Income taxes paid | (150 | ) | (150 | ) | |||
| Net cash used in operating activities | (503,612 | ) | (327,310 | ) | |||
| Cash flows generated by investing activities | |||||||
| Expenditures on E&E assets | (69,819 | ) | (204,219 | ) | |||
| Interest received | 17,425 | 14,418 | |||||
| Redemption of short-term investments | 750,000 | 750,000 | |||||
| Net cash generated by investing activities | 697,606 | 560,199 | |||||
| Increase in cash and cash equivalents for the period | 193,994 | 232,889 | |||||
| Cash and cash equivalents, beginning of period | 3 | 573,159 | 381,899 | ||||
| Effect of foreign exchange rate changes on cash and cash equivalents | (1,624 | ) | 104 | ||||
| Cash and cash equivalents, end of period | 3 | $ | 765,529 | $ | 614,892 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
AUSTIN GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN 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, 2024 | 13,271,750 | $ | 16,568,175 | $ | 3,390,199 | $ | (574,949 | ) | $ | (10,099,253 | ) | $ | 9,284,172 | ||||||
| Value assigned to share options vested | 8 | - | - | 153,291 | - | - | 153,291 | ||||||||||||
| Net loss for the period | - | - | - | - | (499,509 | ) | (499,509 | ) | |||||||||||
| Balance - March 31, 2025 | 13,271,750 | $ | 16,568,175 | $ | 3,543,490 | $ | (574,949 | ) | $ | (10,598,762 | ) | $ | 8,937,954 | ||||||
| Balance - December 31, 2025 | $ | 13,693,001 | $ | 17,209,080 | $ | 3,351,326 | $ | (574,949 | ) | $ | (11,715,119 | ) | $ | 8,270,338 | |||||
| Value assigned to share options vested | 8 | - | - | 12,778 | - | - | 12,778 | ||||||||||||
| Net loss for the period | - | - | - | - | (563,674 | ) | (563,674 | ) | |||||||||||
| Balance - March 31, 2026 | 13,693,001 | $ | 17,209,080 | $ | 3,364,104 | $ | (574,949 | ) | $ | (12,278,793 | ) | $ | 7,719,442 |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
 |
AUSTIN GOLD CORP. |
| NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
| For the three months ended March 31, 2026 and 2025 | |
| 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 address is the 9th Floor, 1021 West Hastings Street, Vancouver, BC, Canada, V6E 0C3.
The Company is focused on the acquisition, exploration and evaluation 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, evaluation 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 March 31, 2026. For the three months ended March 31, 2026, the Company incurred a net loss of $563,674 and used cash in operating activities of $503,612. As at March 31, 2026, the Company has an accumulated deficit of $12,278,793 that has been funded by equity financings.
The Company has no current source of revenue or cash flow from operating activities, has incurred ongoing losses and expects to incur further losses in the advancement of its business. To address its financing requirements, the Company plans to seek financing through, but not limited to, debt financing, equity financing and strategic alliances. However, there is no assurance that such financing will be available. If adequate financing is not available or cannot be obtained on a timely basis, the Company may be required to delay, reduce the scope of or eliminate one or more of its exploration programs, or relinquish some or all of its rights under existing mineral lease and option agreements.
On February 10, 2026, the Company entered into an At-The-Market ("ATM") Agreement with H. C. Wainwright & Co., LLC (the "Lead Manager") as lead manager and Roth Capital Partners, LLC as co-manager. Under the terms of the ATM Agreement, the Company is entitled to sell, at its sole discretion and from time to time as it may choose, common shares of the Company through the Lead Manager having an aggregate gross offering amount of up to $7,500,000. As at March 31, 2026, the Company has not issued any common shares under the ATM Agreement (refer to note 8).
The above factors give rise to material uncertainties that raise substantial doubt on the Company's ability to continue as a going concern. If the going concern assumption were not appropriate for these unaudited condensed interim consolidated financial statements, then adjustments would be necessary to the carrying values of assets, liabilities, the reported expenses and the consolidated statement of financial position classifications used. Such adjustments could be material.
| |
AUSTIN GOLD CORP. |
| NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
| For the three months ended March 31, 2026 and 2025 | |
| Expressed in United States dollars, except for share data |
2. MATERIAL ACCOUNTING POLICY INFORMATION
(a) Statement of compliance
These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting using accounting policies consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").
The Company's material accounting policy information applied in these unaudited condensed interim consolidated financial statements are the same as those disclosed in note 3 of the Company's audited annual consolidated financial statements for the years ended December 31, 2025, 2024 and 2023. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company's most recent audited annual consolidated financial statements.
The functional currency of the Company and its subsidiary is the United States dollar ("USD" or "$"). 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 May 6, 2026.
(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 for advancement of its business activities and to meet working capital requirements, the outcome of which is uncertain (refer to note 1(b)); 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 concluded that no impairment indicators exist as of March 31, 2026.
| |
AUSTIN GOLD CORP. |
| NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
| For the three months ended March 31, 2026 and 2025 | |
| Expressed in United States dollars, except for share data |
2. MATERIAL ACCOUNTING POLICY INFORMATION (Continued)
(c) New accounting standards and recent pronouncements
The following standards, amendments and interpretations have been issued but are not yet effective:
- In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements which will replace IAS 1, Presentation of Financial Statements. The new standard on presentation and disclosure in financial statements focuses on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to the structure of the statement of profit or loss, required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. Many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. The Company is in the process of assessing the impact of this standard.
There are no other IFRS Accounting Standards or International Financial Reporting Interpretations Committee interpretations that are not yet effective or early adopted that are expected to have a significant impact on the Company.
3. CASH AND CASH EQUIVALENTS
As at March 31, 2026, the composition of cash and cash equivalents consists of cash in the amount of $765,529 (December 31, 2025 - $573,159). The Company does not hold any term deposits with an original maturity date of less than three months.
4. SHORT-TERM INVESTMENTS
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Term deposits | $ | 1,164,685 | $ | 1,914,901 | ||
| Redeemable short-term investment certificates ("RSTICs") | 662,115 | 656,567 | ||||
| $ | 1,826,800 | $ | 2,571,468 |
As at March 31, 2026, the term deposits mature between April 27, 2026 and June 8, 2026 and the RSTICs mature between July 23, 2026 and October 26, 2026.
5. RECEIVABLES AND OTHER
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Prepaid expenses and deposits | $ | 34,250 | $ | 66,615 | ||
| Tax receivables | 8,867 | 13,804 | ||||
| $ | 43,117 | $ | 80,419 |
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AUSTIN GOLD CORP. |
| NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
| For the three months ended March 31, 2026 and 2025 | |
| 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 March 31, 2026 were as follows:
| Kelly Creek |
Stockade Mountain |
Lone Mountain |
Fourmile Basin |
Total | |||||||||||
| Balance - December 31, 2025 | $ | 769,936 | $ | 2,433,951 | $ | 1,941,225 | $ | - | $ | 5,145,112 | |||||
| E&E expenditures: | |||||||||||||||
| Assays | - | 293 | - | - | 293 | ||||||||||
| Consulting | - | 18,015 | 40,463 | 750 | 59,228 | ||||||||||
| Field supplies and rentals | - | 43 | 255 | - | 298 | ||||||||||
| Field work | - | 2,959 | - | - | 2,959 | ||||||||||
| Geophysics | - | 5,650 | - | - | 5,650 | ||||||||||
| Government payments | - | 1,500 | - | - | 1,500 | ||||||||||
| Technical and assessment reports | - | 8,995 | 525 | - | 9,520 | ||||||||||
| Travel | - | 473 | - | 88 | 561 | ||||||||||
| Write-off of E&E assets | - | - | - | (838 | ) | (838 | ) | ||||||||
| Total E&E expenditures | - | 37,928 | 41,243 | - | 79,171 | ||||||||||
| Balance - March 31, 2026 | $ | 769,936 | $ | 2,471,879 | $ | 1,982,468 | $ | - | $ | 5,224,283 |
(a) Kelly Creek Project (Nevada, USA)
The Company entered into an agreement with Pediment Gold LLC ("Pediment"), a subsidiary of URZ3 Energy Corp. ("URZ") (formerly Nevada Exploration Inc. ("NGE")), for an option to earn up to a 70% interest in a joint venture on the Kelly Creek Project.
On June 3, 2024, the Company and Pediment agreed to amend the terms of the option to enter joint venture agreement. Under this third 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, 2027. The cumulative total includes E&E expenditures incurred on the project as of June 3, 2024 in the amount of $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 the United States Department of the Interior 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. On June 6, 2024, the Company and Julian Tomera Ranches, Inc. agreed to amend the terms of the mining lease agreement (the "Hot Pot Agreement"). Under this sixth amendment, the Company is subject to the following minimum payments:
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AUSTIN GOLD CORP. |
| NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
| For the three months ended March 31, 2026 and 2025 | |
| 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 | $30,000 | Paid |
| September 16, 2024 | $20,000 | Paid |
| September 16, 2025 | $20,000 | Paid |
| September 16, 2026 | $25,000 | |
| September 16, 2027 and every year thereafter |
$30,000 |
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.
(b) Stockade Mountain Project (Oregon, USA)
The Company entered into a mineral lease and option agreement with Bull Mountain Resources, LLC ("BMR") to lease a 100% interest in the Stockade Mountain Project. 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 | Paid |
| May 16, 2024 | $15,000 | Paid |
| November 16, 2024 | $25,000 | Paid |
| May 16, 2025 | $25,000 | Paid |
| November 16, 2025 | $25,000 | Paid |
| May 16, 2026 | $25,000 | |
| November 16, 2026 and every six months thereafter |
$25,000 |
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 from 2.0% to 1.0%.
(c) Lone Mountain Project (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:
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AUSTIN GOLD CORP. |
| NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
| For the three months ended March 31, 2026 and 2025 | |
| Expressed in United States dollars, except for share data |
6. E&E ASSETS (Continued)
| 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 |
| November 1, 2024 | $30,000 | Paid |
| November 1, 2025 | $30,000 | Paid |
| November 1, 2026 and every year thereafter(1) |
$40,000 |
(1) 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 | Completed |
| September 1, 2025 | $250,000 | Completed |
| September 1, 2026 | $300,000 | Completed |
| 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 from 3.0% 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.
(d) Project reclamation requirements
As at March 31, 2026, the Company holds total surety bonds of $38,863 in favour of the BLM and $43,252 in favour of the Oregon Department of Geology and Mineral Industries in support of the reclamation requirements for its projects.
7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Trade payables | $ | 146,018 | $ | 63,990 | ||
| Accrued liabilities | 26,396 | 64,934 | ||||
| $ | 172,414 | $ | 128,924 |
8. SHARE CAPITAL AND OTHER RESERVES
(a) Share capital
At March 31, 2026, 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.
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AUSTIN GOLD CORP. |
| NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
| For the three months ended March 31, 2026 and 2025 | |
| Expressed in United States dollars, except for share data |
8. SHARE CAPITAL AND OTHER RESERVES (Continued)
On February 10, 2026, the Company entered into an ATM Agreement. Under the terms of the ATM Agreement, the Company is entitled to sell, at its sole discretion and from time to time as it may choose, common shares of the Company through the Lead Manager having an aggregate gross offering amount of up to $7,500,000.
As at March 31, 2026, the Company has not issued any common shares under the ATM Agreement.
(b) Other reserves
The Company's other reserves consisted of the following:
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Other reserve - Share options | $ | 3,300,876 | $ | 3,288,098 | ||
| Other reserve - Warrants | 63,228 | 63,228 | ||||
| $ | 3,364,104 | $ | 3,351,326 |
(c) Share options
The following table summarizes the changes in share options for the three months ended March 31:
| 2026 | 2025 | |||||||||||
| Number of share options |
Weighted average exercise price |
Number of share options |
Weighted average exercise price |
|||||||||
| Outstanding, January 1, | 2,946,666 | $ | 1.00 | 3,621,666 | $ | 1.01 | ||||||
| Outstanding, March 31, | 2,946,666 | $ | 1.00 | 3,621,666 | $ | 1.01 | ||||||
The following table summarizes information about share options outstanding and exercisable at March 31, 2026:
| 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 |
||||||||
| $0.51 - $1.00 | 2,530,002 | 2.51 | 2,473,752 | $ | 0.80 | |||||||
| $2.01 - $2.50 | 416,664 | 4.68 | 416,664 | 2.15 | ||||||||
| 2,946,666 | 2.82 | 2,890,416 | $ | 1.00 | ||||||||
The total share-based compensation expense for the three months ended March 31, 2026 was $12,778 (2025 - $153,291) of which $12,778 (2025 - $140,197) has been expensed in the unaudited condensed interim consolidated statement of loss and comprehensive loss and $nil (2025 - $13,094) has been capitalized to E&E assets.
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AUSTIN GOLD CORP. |
| NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
| For the three months ended March 31, 2026 and 2025 | |
| 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 CEO, Vice President ("VP") Exploration, VP Business Development, and Chief Financial Officer ("CFO").
Directors and key management compensation is as follows:
| For the three months ended | ||||||
| March 31, | March 31, | |||||
| 2026 | 2025 | |||||
| Management salaries and consulting fees | $ | 182,753 | $ | 173,391 | ||
| Directors' fees | 19,230 | 18,231 | ||||
| Share-based compensation | 12,120 | 144,495 | ||||
| $ | 214,103 | $ | 336,117 | |||
For the three months ended March 31, 2026, the Company's officers were reimbursed $21,504 (2025 - $22,261) for expenditures incurred in the normal course of business on behalf of the Company.
For the three months ended March 31, 2026, the Company incurred $19,874 (2025 - $16,156) of expenditures from P2 Gold Inc. under a CFO shared-services agreement. These expenditures were expensed under management salaries and consulting fees in the unaudited condensed interim consolidated statement of loss and comprehensive loss.
As at March 31, 2026, accounts payable and accrued liabilities include $38,461 (December 31, 2025 - $30,556) owed to related parties of the Company for transactions incurred in the normal course of business.
The Company entered into a joint venture agreement with Pediment, a subsidiary of URZ (formerly NGE), for the Kelly Creek Project (refer to note 6(a)) and owns 89,240 common shares of URZ (formerly NGE). As at March 31, 2026, the VP Business Development and a director of the Company serve as directors of URZ (formerly NGE). On January 1, 2026, the VP Business Development was appointed interim Chief Executive Officer of URZ (formerly NGE).
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 unaudited condensed interim consolidated statement of loss and comprehensive loss. The Company does not use any hedging instruments to reduce exposure to fluctuations in foreign currency rates.
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AUSTIN GOLD CORP. |
| NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
| For the three months ended March 31, 2026 and 2025 | |
| Expressed in United States dollars, except for share data |
10. FINANCIAL RISK MANAGEMENT (Continued)
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 March 31, 2026, with all other variables held constant:
| Impact of currency rate change on pre-tax loss | ||||||
| 10% increase | 10% decrease | |||||
| Cash and cash equivalents | $ | 9,779 | $ | (9,779 | ) | |
| Receivables and other | 887 | (887 | ) | |||
| Marketable securities | 1,857 | (1,857 | ) | |||
| Accounts payable and accrued liabilities | (7,335 | ) | 7,335 | |||
(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 March 31, 2026, 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:
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Cash and cash equivalents | $ | 765,529 | $ | 573,159 | ||
| Short-term investments | 1,826,800 | 2,571,468 | ||||
| $ | 2,592,329 | $ | 3,144,627 |
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.
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AUSTIN GOLD CORP. |
| NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
| For the three months ended March 31, 2026 and 2025 | |
| Expressed in United States dollars, except for share data |
10. FINANCIAL RISK MANAGEMENT (Continued)
(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 (refer to note 6(d)).
Contractual undiscounted cash flow requirements for contractual obligations as at March 31, 2026 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 | $ | 172,414 | $ | 172,414 | $ | 172,414 | $ | - | $ | - | |||||
| $ | 172,414 | $ | 172,414 | $ | 172,414 | $ | - | $ | - |
(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:
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Level 1: |
Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
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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). |
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Level 3: |
Inputs for the asset or liability that are not based on observable market data. |
The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis, by level, within the fair value hierarchy.
| As at March 31, 2026 | Fair value | |||||||||||
| Carrying value |
Level 1 | Level 2 | Level 3 | |||||||||
| Financial assets | ||||||||||||
| Marketable securities | $ | 18,566 | $ | 18,566 | $ | - | $ | - | ||||
| $ | 18,566 | $ | 18,566 | $ | - | $ | - | |||||
| As at December 31, 2025 | Fair value | |||||||||||
| Carrying value |
Level 1 | Level 2 | Level 3 | |||||||||
| Financial assets | ||||||||||||
| Marketable securities | $ | 22,138 | $ | 22,138 | $ | - | $ | - | ||||
| $ | 22,138 | $ | 22,138 | $ | - | $ | - | |||||
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AUSTIN GOLD CORP. |
| NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS | |
| For the three months ended March 31, 2026 and 2025 | |
| Expressed in United States dollars, except for share data |
10. FINANCIAL RISK MANAGEMENT (Continued)
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 URZ's (formerly NGE's) share price on the TSX Venture Exchange.
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 as follows:
| Within 15 days of acquisition | $5,000 | |
| 6 months after acquisition | $5,000 | |
| 12 months after acquisition | $5,000 | |
| 18 months after acquisition | $5,000 | |
| 24 months after acquisition | $7,500 | |
| 30 months after acquisition | $7,500 | |
| 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 $1,000,000 paid by the Company will reduce the net smelter return royalty by 50% to 0.25%.
As at March 31, 2026, the BMR Agreement is not in effect for any of the Company's mineral projects.
12. SEGMENTED INFORMATION
Exploration and development of mineral projects is considered the Company's single business segment. All of the Company's E&E assets are located in the USA.
AUSTIN GOLD CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
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MANAGEMENT'S DISCUSSION AND ANALYSIS
This Management's Discussion and Analysis ("MD&A") for Austin Gold Corp., ("Austin Gold", "we", "us", "our" or the "Company") provides information about our performance, financial condition, and future prospects.
This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2026 and 2025 as publicly filed in Canada on the System for Electronic Data Analysis and Retrieval + ("SEDAR+") website at www.sedarplus.ca, and in the United States of America ("USA") on the Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") section of the Securities and Exchange Commission ("SEC") website at www.sec.gov.
The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards ("IAS") 34, Interim Financial Reporting using accounting policies consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). Our material accounting policy information applied in the unaudited condensed interim consolidated financial statements are the same as those disclosed in Note 3 of our annual consolidated financial statements for the years ended December 31, 2025, 2024 and 2023.
The functional currency of the Company and its subsidiary is the US dollar ("USD" or "$"). The presentation currency of the unaudited 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 May 6, 2026 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 26, 2026, is available in Canada on the SEDAR+ website at www.sedarplus.ca and in the USA, 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 ("NYSE American") under the symbol "AUST" and the Company is a reporting issuer in BC, Canada. The Company's address 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.
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FIRST QUARTER SIGNIFICANT EVENTS
- On February 10, 2026, the Company entered into an At-The-Market ("ATM") Agreement with H. C. Wainwright & Co., LLC (the "Lead Manager") as lead manager and Roth Capital Partners, LLC as co-manager. Under the terms of the ATM Agreement, the Company is entitled to sell, at its sole discretion and from time to time as it may choose, common shares of the Company through the Lead Manager having an aggregate gross offering amount of up to $7,500,000. As at March 31, 2026, the Company has not issued any common shares under the ATM Agreement.
MINERAL PROJECTS
The Company is a gold exploration company focused on the acquisition, exploration and evaluation of mineral exploration properties primarily in the western USA. The Company has an option to joint venture the Kelly Creek Project in Humboldt County, Nevada, and has a mineral lease and option agreement on the Stockade Mountain Project in Malheur County, Oregon. At the Lone Mountain Project in Elko County, Nevada, the Company has both a mineral lease and option agreement on portions of the property, and its own unpatented lode mining claims.
The Company hired Robert M. Hatch (SME-Registered Member) of Volcanic Gold & Silver LLC, 80 Bitterbrush Road, Reno, Nevada, as the Company's Vice President ("VP") Exploration and he acts as the Company's 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 ("S-K 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.
Below are brief descriptions of the properties. For additional information about the financial terms of the agreements and exploration and evaluation ("E&E") expenditures incurred on the properties, refer to Note 6 of our unaudited condensed interim consolidated financial statements for the three months ended March 31, 2026 and 2025 or Note 10 of our annual consolidated financial statements for the years ended December 31, 2025, 2024 and 2023.
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 URZ3 Energy Corp. ("URZ") (formerly 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 United States Department of the Interior Bureau of Land Management ("BLM") and on private lands. The Kelly Creek Project comprises 99 unpatented lode mining claims covering approximately 2.77 mi2 (7.16 km2) and approximately 5.49 mi2 (14.2 km2) of private land leased by Pediment. Barbara Carroll, C.P.G., as an independent consultant and QP, completed the Kelly Creek Technical Report which is available on SEDAR+ at www.sedarplus.ca.
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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-reverse circulation ("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 in five-foot (1.5 meter) intervals.
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 loss and comprehensive loss for the year ended December 31, 2023.
On June 3, 2024, the Company and Pediment agreed to amend the terms of the option to enter joint venture agreement. On June 6, 2024, as part of an underlying agreement within the Kelly Creek Project, the Company and Julian Tomera Ranches, Inc. agreed to amend the terms of the mining lease agreement (the "Hot Pot Agreement"). For further details on the amended terms, refer to Note 6 of our unaudited condensed interim consolidated financial statements for the three months ended March 31, 2026 and 2025 or Note 10 of our annual consolidated financial statements for the years ended December 31, 2025, 2024 and 2023.
The Company is monitoring nearby competitor activity in this current high gold price environment and continues to assess the best options for further exploration of the Kelly Creek Project.
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Stockade Mountain Project, Oregon, USA
On May 16, 2022, the Company entered into 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 Project situated in Malheur County, Oregon. In November 2024, the Company located an additional 77 unpatented lode mining claims which brings the total area of the property to approximately 10.5 mi2 (27.22 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 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 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.
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:
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10 feet (3 meters) averaging 1.1 g/t gold;
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5 feet (1.5 meters) @1.14 g/t gold;
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15 feet (4.6 meters) averaging 1.1 g/t gold; and
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15 feet (4.6 meters) averaging 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:
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assays for over 1,000 rock samples (includes 128 collected by the vendors and 230 collected by a previous exploration company);
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approximately 1,000 soil samples (historical data);
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information for 40 RC drill holes completed by Phelps Dodge, BHP-Utah, Placer Dome, and Carlin Gold;
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recently completed ground and airborne geophysical surveys; and
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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 has initiated 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 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. Exploration activity in Oregon that creates disturbances also requires approval of an Exploration Permit through the Oregon Department of Geology and Mineral Industries ("DOGAMI"), and this permit was approved in the third quarter of 2023. As a result, all permits necessary to construct access roads and initiate drilling were in hand.
On November 2, 2023, the Company announced a diamond drilling program at the Stockade Mountain Project designed to test beneath the known high-level gold/silver-bearing stockworks mineralization for high-grade vein deposits formed deeper in the hydrothermal system. This is the first known use of diamond drilling on the property, which allowed the Company to have a better understanding of the host rocks and mineralization.
The 2023 drilling program began testing what has been historically known as the "Number 9 Vein" area in the central part of the Company's land package. Gold values from surface outcrops of the vein are weak, with a high value of 0.013 g/t. However, the historical drilling indicates that significant thicknesses of stockwork mineralization begin just below the surface and extend at least 1,250 feet (380 meters) eastward from the exposed vein zone and 2,300 feet (700 meters) along strike. The hypothesized high-grade gold/silver veins at Stockade Mountain would have formed within a vertical zone of vigorous boiling of the hydrothermal fluids near the base of and below the stockworks.
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The Company's diamond drilling program consisted of three diamond drillholes totaling 2,435.9 feet (742.5 meters). The Company announced the gold assay results from the first two drillholes at its Stockade Mountain Project on January 30, 2024. These holes confirm that the mineralizing system at Stockade Mountain is robust and contains significant gold grades, with the strongest intercept of 8.19 g/t over 4 feet (1.2 meters) and several other gold intercepts of interest. Results from the third and last drill hole of the program, SM-24-04, were announced on March 25, 2024 and include a gold intercept of 9.32 g/t over 2.7 feet (0.82 meters). These results continue to demonstrate the strength of the hydrothermal system and the potential for significant gold mineralization within the project area.
Extremely wet and muddy conditions due to significant rain, snow and an unusually warm winter caused substantial difficulties and delays while drilling the third hole. The Company shut down the drill program due to permitting restrictions and excessive disturbance caused by the drilling activity.
Due to the long access roads and the 5-acre disturbance limitation under the BLM Notice level exploration permit, the Company is undertaking a Plan of Operations using an environmental consultant to allow for greater flexibility for drill site locations and access.
On February 28, 2025, the Company received permission from the Oregon Water Resources Department to drill a water well to produce water for exploration drilling and is planning to drill the well in 2026 to ensure water is available for future drilling campaigns.
The Company completed an in-depth review and modeling of a historical gradient-array induced polarization ("IP")-resistivity survey which suggested that it was not suitable for imaging potential vein-hosting structures at depths of 200-300 meters, which are the target depths for this project. Accordingly, in the fourth quarter of 2025, the Company designed and completed a detailed geophysical Controlled Source Audio-frequency Magnetotellurics ("CSAMT") survey to acquire better imaging of target structures. Data from the CSAMT survey is currently being plotted and interpreted by the Company's consulting geophysicist and management team.
The RC drilling program originally anticipated for 2025 has been deferred to allow incorporation of the CSAMT results into drill targeting. The Company's drilling program will be designed to test beneath known high-level gold/silver-bearing stockwork mineralization for high-grade vein deposits formed deeper in the hydrothermal system. All permits are in place to conduct the program, which will be subject to suitable drill availability and weather.
Lone Mountain Project, Nevada, USA
On November 1, 2020, the Company, through its subsidiary Austin NV, entered into a mineral lease agreement with NAMMCO, a Wyoming General Partnership, for exploration and mining rights on 454 unpatented lode mining claims and six patented mining claims that comprise the Lone Mountain Project situated in Elko County, Nevada. On August 2, 2022, NAMMCO released its rights to the six patented mining claims and on August 3, 2022, the Company negotiated changes to the lease agreement on the Lone Mountain Project.
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In November 2023, the Company located additional mining claims at Lone Mountain which are not subject to the NAMMCO mineral lease agreement that brought the total area of the property up to approximately 21.0 mi2 (54.4 km2). In November 2024, the Company located additional mining claims at Lone Mountain which are not subject to the NAMMCO mineral lease agreement. The total area of the property as of December 31, 2025 is now approximately 26.5 mi2 (68.7 km2).
The property is situated in one of the major gold mining centers of Nevada, as it is located less than 20 miles (32 kilometers) northeast of the Carlin cluster of gold deposits and 10 miles (16 kilometers) south of the southern-most Jerritt Canyon deposits. Lone Mountain is accessible from the large regional mining hub of Elko by 31 miles (50 kilometers) of paved highway and 6 miles (10 kilometers) of dirt 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 Project position was assembled by Kirkwood and Huber (principals of NAMMCO) and then leased to several mining companies over the years.
Geology at the Lone Mountain Project consists 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 (antimony, arsenic, and zinc) in the rocks and soils. This district-scale alteration zonation is typical of the Carlin-type districts in Nevada.
Large amounts of data collected by eleven exploration companies and NAMMCO over the past sixty years suggests potential for significant discovery and provides 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.
Although significant historical exploration has been conducted at Lone Mountain, large areas of the project remain untested, or minimally tested, by drilling. Historical soil and stream sediment sampling programs revealed areas with strongly anomalous arsenic, antimony, thallium and mercury in structurally complex zones that have not been drilled.
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In 2024, the Company completed a soil and stream sediment sampling program consisting of 2,027 soil and 122 stream sediment samples. Further analysis of data from the 2024 soil sampling program revealed unusual patterns for a few of the elements that are not normally used for Carlin-type gold deposit exploration. Re-assay of the samples has been completed with minimal overall change in the elements useful for Carlin-type gold deposit targeting. These results show significant enrichments of arsenic, antimony and thallium over large areas of the property that are associated with gold anomalies in the soils up to 0.128 g/t. The Company is in the process of incorporating the soil results with the detailed geological mapping and gravity geophysics surveys.
During the second quarter of 2025, the Company hired a geophysics contractor to expand on and provide more detail to a gravity survey conducted in 2023. The contractor's work was completed in early July 2025 and compilation and analysis are ongoing. Additionally, the Company hired a consulting geologist to conduct geological mapping and rock chip sampling over the primary areas of interest.
The results of this work will be compiled and interpreted by the Company and its consulting geologists and geophysicist to target economic gold deposits for drilling.
FINANCIAL POSITION
Total assets
As at March 31, 2026, total assets were $7,891,856, a decrease of $507,406 compared to December 31, 2025. The decrease was predominantly due to a decrease in overall liquidity (i.e. cash and cash equivalents and short-term investments) from corporate administrative expenses, share issuance costs and E&E expenditures. This was partially offset by an increase in E&E assets in the amount of $79,171 from spending on its mineral projects and interest income earned.
For the three months ended March 31, 2026, expenditures on E&E assets were primarily related to planning for 2026 exploration programs and the continued interpretation of geological data for the Lone Mountain and Stockade Mountain projects.
Total liabilities
As at March 31, 2026, total liabilities were $172,414, an increase of $43,490 compared to December 31, 2025. The increase in liabilities was predominantly due to higher trade payables resulting from share issuance costs related to the ATM Agreement. Liabilities are also impacted by the timing of E&E activities on the Company's mineral projects and corporate administrative expenses.
Total equity
Total equity was $7,719,442, a decrease of $550,896 compared to December 31, 2025. Lower equity was due to the net loss for the period of $563,674. This was partially offset by the value assigned to share options vested during the period of $12,778.
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FINANCIAL RESULTS OF OPERATIONS
Administrative expenses
For the three months ended March 31, 2026, total administrative expenses were $578,123, an increase of $33,244 compared to the comparable period in 2025. The increase was primarily due to administrative costs associated with the ATM Agreement partially offset by lower share-based compensation, investor relations and marketing and insurance costs.
Professional fees
For the three months ended March 31, 2026, professional fees were $182,125, an increase of $115,163 compared to the comparable period in 2025. The increase in professional fees were due to legal and external auditor fees associated with the ATM Agreement.
Listing and filing fees
For the three months ended March 31, 2026, listing and filing fees were $153,712, an increase of $88,984 compared to the comparable period in 2025. The increase in listing and filing fees were due to NYSE American fees and other regulatory costs associated with the ATM Agreement.
Share-based compensation
For the three months ended March 31, 2026, share-based compensation expense was $12,778, a decrease of $127,419 compared to the comparable period in 2025. The movement in share-based compensation expense is the result of the timing and number of share options granted during the periods and the vesting conditions and fair value attributed to those share options.
Investor relations and marketing
For the three months ended March 31, 2026, investor relations and marketing expenses were $487, a decrease of $19,692 compared to the comparable period in 2025. The decrease was due to decreased promotion, social media campaigns and marketing of the Company.
Insurance
For the three months ended March 31, 2026, insurance costs were $49,386, a decrease of $15,357 compared to the comparable period in 2025. The decrease was due to a lower premium for directors and officers insurance upon renewal of the Company's policy.
Interest and finance income
For the three months ended March 31, 2026, interest and finance income was $22,757, a decrease of $27,519 compared to the comparable period in 2025. The decrease was primarily due to lower principal amounts invested and lower interest rates on reinvestment of short-term investments. Interest and finance income is primarily earned from the investment in short-term investments at fixed interest rates using the proceeds generated by the Company's initial public offering ("IPO") in May 2022.
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Net loss and comprehensive loss
For the three months ended March 31, 2026, net loss and comprehensive loss was $563,674, an increase of $64,165 compared to the comparable period in 2025. The increase was primarily driven by higher corporate administrative expenses and lower interest and finance income.
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN
Cash flows
For the three months ended March 31, 2026, cash flows used in operating activities were $503,612, an increase of $176,302 compared to the comparable period in 2025. The increase was primarily due to higher corporate administrative costs and higher changes in non-cash working capital items.
For the three months ended March 31, 2026, cash flows generated by investing activities were $697,606, an increase of $137,407 compared to the comparable period in 2025. The increase was due to a decrease in expenditures on E&E assets of $134,400 and an increase in interest received of $3,007.
For the three months ended March 31, 2026 and 2025, the Company did not have any cash flows generated by or used in financing activities.
Liquidity, capital resources and going concern
For the three months ended March 31, 2026, the Company incurred a net loss of $563,674 and used cash in operating activities of $503,612. As at March 31, 2026, the Company has a working capital (current assets less current liabilities) surplus of $2,463,032 (December 31, 2025 - $3,096,122) and has an accumulated deficit of $12,278,793 that has been funded by equity financings.
The Company has no current source of revenue or cash flow from operating activities, has incurred ongoing losses and expects to incur further losses in the advancement of its business. To address its financing requirements, the Company plans to seek financing through, but not limited to, debt financing, equity financing and strategic alliances. However, there is no assurance that such financing will be available. If adequate financing is not available or cannot be obtained on a timely basis, the Company may be required to delay, reduce the scope of or eliminate one or more of its exploration programs, or relinquish some or all of its rights under existing mineral lease and option agreements.
On February 10, 2026, the Company entered into an ATM Agreement with H. C. Wainwright & Co., LLC as Lead Manager and Roth Capital Partners, LLC as co-manager. Under the terms of the ATM Agreement, the Company is entitled to sell, at its sole discretion and from time to time as it may choose, common shares of the Company through the Lead Manager having an aggregate gross offering amount of up to $7,500,000. As at March 31, 2026, the Company has not issued any common shares under the ATM Agreement.
The above factors give rise to material uncertainties that raise substantial doubt on the Company's ability to continue as a going concern.
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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.
COMMITMENTS
The Company is required to make pre-production, lease and/or advanced royalty payments on each of its projects to keep agreements in good standing. In addition, for the Kelly Creek and Lone Mountain projects, the Company is required to incur E&E expenditures (i.e. work commitments) under those respective agreements. For details of these commitments, refer to Note 6 of our unaudited condensed interim consolidated financial statements for the three months ended March 31, 2026 and 2025 or Note 10 of our annual consolidated financial statements for the years ended December 31, 2025, 2024 and 2023.
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 as follows:
| Within 15 days of acquisition | $5,000 | |
| 6 months after acquisition | $5,000 | |
| 12 months after acquisition | $5,000 | |
| 18 months after acquisition | $5,000 | |
| 24 months after acquisition | $7,500 | |
| 30 months after acquisition | $7,500 | |
| 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 $1,000,000 paid by the Company will reduce the net smelter return royalty by 50% to 0.25%.
As at March 31, 2026, the BMR Agreement is not in effect for any of the Company's mineral projects.
Source of funds
To date, the Company has primarily relied upon the net proceeds of its IPO to fund its operations and meet the commitments under its mineral project agreements.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
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OUTSTANDING SHARE DATA
As at May 6, 2026, the Company had the following number of securities outstanding:
| Number of securities |
Exercise price ($) |
Weighted average remaining life (years) |
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| Common shares | 13,693,001 | - | - |
| Share options | 2,946,666 | $0.77 - $2.20 | 2.72 |
| 16,639,667 |
SELECTED QUARTERLY FINANCIAL INFORMATION
The following table contains selected quarterly financial information derived from our unaudited condensed interim consolidated financial statements, which are reported under IFRS Accounting Standards applicable to interim financial reporting.
| Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | |||||||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||
| Net loss | (563,674 | ) | (550,024 | ) | (270,832 | ) | (295,501 | ) | (499,509 | ) | (739,893 | ) | (948,043 | ) | (615,126 | ) | ||||||||
| Net comprehensive loss | (563,674 | ) | (550,024 | ) | (270,832 | ) | (295,501 | ) | (499,509 | ) | (739,893 | ) | (948,043 | ) | (615,126 | ) | ||||||||
| Loss per share - basic and diluted | (0.04 | ) | (0.04 | ) | (0.02 | ) | (0.02 | ) | (0.04 | ) | (0.06 | ) | (0.07 | ) | (0.05 | ) | ||||||||
| Cash and cash equivalents | 765,529 | 573,159 | 363,431 | 448,765 | 614,892 | 381,899 | 555,712 | 1,207,937 | ||||||||||||||||
| E&E assets | 5,224,283 | 5,145,112 | 4,811,854 | 4,312,762 | 4,161,085 | 4,077,474 | 3,762,497 | 3,288,375 | ||||||||||||||||
| Total assets | 7,891,856 | 8,399,262 | 8,881,524 | 8,785,869 | 9,047,041 | 9,512,870 | 9,956,783 | 10,671,539 | ||||||||||||||||
| Total liabilities | 172,414 | 128,924 | 84,387 | 95,892 | 109,087 | 228,698 | 111,196 | 86,766 | ||||||||||||||||
| Cash dividends | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
The increase in net loss and comprehensive loss in the first quarter of 2026 was due to administrative costs associated with the completion of the ATM Agreement in the amount of $198,564.
The increase in net loss and comprehensive loss in the fourth quarter of 2025 was due to increased promotion, social media campaigns and marketing of the Company. In particular, the Company incurred $250,000 related to a digital marketing campaign completed by i2i.
The increase in net loss and comprehensive loss in the third and fourth quarter of 2024 was due to increased promotion, social media campaigns and marketing of the Company. In particular, the Company incurred $750,000 related to a direct mail and digital marketing campaign completed by i2i.
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.
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RELATED PARTY TRANSACTIONS AND BALANCES
Key management includes the Company's directors and officers including its Chief Executive Officer ("CEO"), VP Exploration, VP Business Development, and Chief Financial Officer ("CFO"). Directors and key management compensation is as follows:
| For the three months ended | ||||||
| March 31, | March 31, | |||||
| 2026 | 2025 | |||||
| Management salaries and consulting fees | $ | 182,753 | $ | 173,391 | ||
| Directors' fees | 19,230 | 18,231 | ||||
| Share-based compensation | 12,120 | 144,495 | ||||
| $ | 214,103 | $ | 336,117 | |||
For the three months ended March 31, 2026, the Company's officers were reimbursed $21,504 (2025 - $22,261) for expenditures incurred in the normal course of business on behalf of the Company.
For the three months ended March 31, 2026, the Company incurred $19,874 (2025 - $16,156) of expenditures from P2 Gold Inc. under a CFO shared-services agreement. These expenditures were expensed under management salaries and consulting fees in the unaudited condensed interim consolidated statement of loss and comprehensive loss.
As at March 31, 2026, accounts payable and accrued liabilities include $38,461 (December 31, 2025 - $30,556) owed to related parties of the Company for transactions incurred in the normal course of business.
The Company entered into a joint venture agreement with Pediment, a subsidiary of URZ (formerly NGE), for the Kelly Creek Project and owns 89,240 common shares of URZ (formerly NGE). As at March 31, 2026, the VP Business Development and a director of the Company serve as directors of URZ (formerly NGE). On January 1, 2026, the VP Business Development was appointed interim Chief Executive Officer of URZ (formerly NGE).
ADDITIONAL DISCLOSURE RELATED TO OFFICERS AND DIRECTORS
- On May 7, 2025, Dennis Higgs was appointed Executive Chairman and CEO of the Company and Tom Yip was appointed Lead Director of the Company.
- On May 7, 2025, Joseph Ovsenek, Chairman and director of the Company, and Kenneth McNaughton, director of the Company, did not stand for re-election as directors of the Company at the AGM.
NEW ACCOUNTING POLICIES
Our material accounting policy information is presented in Note 3 to the audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023. There were no new accounting policies adopted during the three months ended March 31, 2026.
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NEW ACCOUNTING STANDARDS AND RECENT PRONOUNCEMENTS
The following standards, amendments and interpretations have been issued but are not yet effective:
- In April 2024, the International Accounting Standards Board ("IASB") issued IFRS 18 - Presentation and Disclosure in Financial Statements which will replace International Accounting Standard ("IAS") 1, Presentation of Financial Statements. The new standard on presentation and disclosure in financial statements focuses on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to the structure of the statement of profit or loss, required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. Many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. The Company is in the process of assessing the impact of this standard.
There are no other IFRS Accounting Standards or International Financial Reporting Interpretations Committee interpretations that are not yet effective or early adopted that are expected to have a significant impact on the Company.
SIGNIFICANT 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.
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 for advancement of its business activities and to 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 concluded that no impairment indicators exist as of March 31, 2026.
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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 consolidated statement of 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 March 31, 2026, with all other variables held constant:
| Impact of currency rate change on pre-tax loss | ||||||
| 10% increase | 10% decrease | |||||
| Cash and cash equivalents | $ | 9,779 | $ | (9,779 | ) | |
| Receivables and other | 887 | (887 | ) | |||
| Marketable securities | 1,857 | (1,857 | ) | |||
| Accounts payable and accrued liabilities | (7,335 | ) | 7,335 | |||
(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 March 31, 2026, with all other variables held constant, would be nominal.
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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:
| March 31, | December 31, | |||||
| 2026 | 2025 | |||||
| Cash and cash equivalents | $ | 765,529 | $ | 573,159 | ||
| Short-term investments | 1,826,800 | 2,571,468 | ||||
| $ | 2,592,329 | $ | 3,144,627 |
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 March 31, 2026 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 | $ | 172,414 | $ | 172,414 | $ | 172,414 | $ | - | $ | - | |||||
| $ | 172,414 | $ | 172,414 | $ | 172,414 | $ | - | $ | - |
(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.
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The three levels of fair value hierarchy are as follows:
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Level 1: |
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Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
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Level 2: |
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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). |
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Level 3: |
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Inputs for the asset or liability that are not based on observable market data. |
The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis, by level, within the fair value hierarchy.
| As at March 31, 2026 | Fair value | |||||||||||
| Carrying value |
Level 1 | Level 2 | Level 3 | |||||||||
| Financial assets | ||||||||||||
| Marketable securities | $ | 18,566 | $ | 18,566 | $ | - | $ | - | ||||
| $ | 18,566 | $ | 18,566 | $ | - | $ | - | |||||
| As at December 31, 2025 | Fair value | |||||||||||
| Carrying value |
Level 1 | Level 2 | Level 3 | |||||||||
| Financial assets | ||||||||||||
| Marketable securities | $ | 22,138 | $ | 22,138 | $ | - | $ | - | ||||
| $ | 22,138 | $ | 22,138 | $ | - | $ | - | |||||
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 URZ's (formerly NGE's) share price on the TSX Venture Exchange.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management, with the participation of the CEO 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.
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Management, with the participation of the CEO and the CFO, assessed the effectiveness of the Company's ICFR as at December 31, 2025. 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). Based upon the results of that assessment as at December 31, 2025, management concluded that the Company's ICFR is effective and that there were no material weaknesses relating to the design and operation of the ICFR.
There have been no significant changes in our internal controls during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.sedarplus.ca 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.
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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.
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;
- economic uncertainties related to tariffs and import/export regulations;
- the effects of the ongoing novel coronavirus ("COVID-19") pandemic or the emergence of another pandemic or other widespread health emergency;
- the effects of commodity price fluctuations as a result of international conflicts, including, but not limited to, the Russian-Ukraine, Israel-Palestine and USA-Israel-Iran conflicts;
- 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;
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- 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 Company's common shares;
- future sales or issuances of equity securities could decrease the value of the Company's 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 Company's 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;
- 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;
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- 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.
Form 52-109F2
Certification of Interim Filings
I, Dennis Higgs, Executive Chairman, Director and Chief Executive 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 March 31, 2026.
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.
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 January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: May 6, 2026
(signed) "Dennis Higgs"
Dennis Higgs
Executive Chairman, Director and Chief Executive Officer
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 March 31, 2026.
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.
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 January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: May 6, 2026
(signed) "Grant Bond"
Grant Bond
Chief Financial Officer