Austin Gold Enters into ATM Agreement

Rhea-AI Summary

Austin Gold (NYSE American: AUST) entered into an At-the-Market Offering Agreement to sell up to US$7.5 million of common shares through H.C. Wainwright as lead manager and Roth Capital as co-manager. Proceeds are expected to fund exploration, working capital and general corporate purposes.

Sales may occur from time to time on NYSE American or other U.S. trading markets at prevailing market prices; no sales will be made in Canada.

Positive

• Provides access to up to $7.5M of capital for exploration and working capital
• Enables flexible, on-demand equity issuance via NYSE American at prevailing market prices

Negative

• Potential shareholder dilution from up to $7.5M of share sales
• Sale prices will vary at time of sale, creating execution price uncertainty for shareholders

News Market Reaction

-6.70%

12 alerts

-6.70% News Effect

-14.2% Trough in 5 hr 40 min

-$2M Valuation Impact

$29M Market Cap

0.0x Rel. Volume

On the day this news was published, AUST declined 6.70%, reflecting a notable negative market reaction. Argus tracked a trough of -14.2% from its starting point during tracking. Our momentum scanner triggered 12 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $2M from the company's valuation, bringing the market cap to $29M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

ATM size: US$7,500,000 Commission rate: 3.0% Shares outstanding: 13,693,001 +5 more

8 metrics

ATM size US$7,500,000 Aggregate gross offering amount under At-the-Market Offering Agreement

Commission rate 3.0% Manager commission on gross sales under ATM Sales Agreement

Shares outstanding 13,693,001 Common shares outstanding as of February 9, 2026

Illustrative ATM shares 3,588,516 Illustrative shares sold at $2.09 per share in 424B3

Reference share price $2.09 Illustrative ATM sale price and current market price context

Market capitalization $28,618,372 Pre-ATM market cap from market context

Marketing spend $250,000 Two-month investor awareness campaign disclosed on Oct 01, 2025

Gold anomaly grade 0.128 g/t Maximum gold anomaly at Lone Mountain soil sampling

Market Reality Check

Price: $1.95 Vol: Volume 375,476 is well be...

low vol

$1.95 Last Close

Volume Volume 375,476 is well below 20-day average 4,289,540 (relative 0.09) ahead of the ATM news. low

Technical Price $2.09 is trading above the 200-day MA at $1.64, while still 46.68% below the 52-week high.

Peers on Argus

AUST was flat (0%) while momentum names like HYMC (+4.97%) and VGZ (+4.78%) move...

2 Up

AUST was flat (0%) while momentum names like HYMC (+4.97%) and VGZ (+4.78%) moved up, suggesting the ATM news was company-specific rather than part of a broad sector move.

Historical Context

1 past event · Latest: Oct 01 (Positive)

Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Oct 01	Exploration update	Positive	+7.6%	Outlined exploration plans at Stockade Mountain and Lone Mountain plus marketing campaign.

Pattern Detected

Limited history shows a prior exploration update was followed by a positive price reaction.

Recent Company History

This announcement adds a financing tool to Austin Gold’s existing exploration-focused story. On Oct 01, 2025, the company highlighted exploration progress at Stockade Mountain and Lone Mountain plus a $250,000 marketing campaign, and the stock rose about 7.59% the next day. The new at-the-market facility for up to $7.5M aligns with that strategy by targeting funding for property exploration, working capital, and general corporate purposes.

Market Pulse Summary

The stock moved -6.7% in the session following this news. A negative reaction despite the structured...

Analysis

The stock moved -6.7% in the session following this news. A negative reaction despite the structured disclosure would fit concerns about potential dilution from the $7.5M ATM facility. The filing history, including the recent 424B3 and 6-Ks tying the sales agreement into existing registration, shows the company formalizing access to equity capital. Investors would likely compare this to the earlier exploration-focused update in Oct 2025 that coincided with a 7.59% gain.

Key Terms

at-the-market offering, rule 415(a)(4), prospectus supplement, base prospectus, +3 more

7 terms

at-the-market offering financial

"Sales of Shares, if any, may be made in sales deemed to be an "at-the-market offering""

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

rule 415(a)(4) regulatory

"as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933"

Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.

prospectus supplement regulatory

"The Offering will be made by way of a prospectus supplement dated February 10, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"to the base prospectus contained in the Company's existing U.S. shelf registration statement"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

form f-3 regulatory

"existing U.S. shelf registration statement on Form F-3 (File No. 333-272626)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

form 6-k regulatory

"Austin Gold Corp. filed a Form 6-K submitting its condensed interim"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

rule 424(b)(3) regulatory

"Prospectus Filed Pursuant to Rule 424(b)(3)"

Rule 424(b)(3) is a U.S. Securities and Exchange Commission filing rule that governs how updated prospectus information about a securities offering is formally added to an existing registration statement. For investors, seeing a 424(b)(3) filing means the company has officially recorded new offering details – like the number of shares, pricing range or other terms – so it’s a reliable place to check the latest, legally required disclosures; think of it as the official addendum to a product manual that must be filed before the product is sold.

AI-generated analysis. Not financial advice.

Vancouver, British Columbia--(Newsfile Corp. - February 11, 2026) - Austin Gold Corp. (NYSE American: AUST) ("Austin Gold" or the "Company") announces today that it has entered into an At-the-Market Offering Agreement (the "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 will be entitled to sell, at its sole discretion and from time to time as it may choose, common shares of the Company ("Shares") through the Lead Manager having an aggregate gross offering amount of up to US$7.5 million (the "Offering").

Sales of Shares, if any, may be made in sales deemed to be an "at-the-market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including through distributions directly on the NYSE American LLC or other established United States trading markets. Under the Offering, no offers or sales of Shares will be made in Canada or other trading markets in Canada. The Shares will be distributed at the market prices prevailing at the time of sale. As a result, prices of Shares sold under the Offering, if any, may vary between purchasers and distributions.

The Company anticipates using the net proceeds from sales under the ATM Agreement to fund the exploration of its properties, for working capital and for general corporate purposes.

The Offering will be made by way of a prospectus supplement dated February 10, 2026 (the "Prospectus Supplement") to the base prospectus contained in the Company's existing U.S. shelf registration statement on Form F-3 (File No. 333-272626) (the "Registration Statement"), which became effective July 3, 2023. The Prospectus Supplement and the base prospectus have been filed with the United States Securities and Exchange Commission (the "SEC") and are, together with the related Registration Statement, available on the SEC's website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Austin Gold Corp.

Austin is a gold exploration company focused on gold targets and making district-scale gold discoveries in the southwestern United States.

Austin has two projects in Nevada. The Kelly Creek Project is located on the Battle Mountain-Eureka (Cortez) gold trend in Humboldt County and the Lone Mountain Project is on the Independence-Jerritt Canyon gold trend in Elko County. Collectively, these Nevada properties comprise approximately 34.9 mi² (90 km²) of unpatented lode mining claims and private property. In Oregon, the Stockade Mountain Project consists of approximately 10.5 mi² (27.2 km²) of unpatented mining claims situated in a geological environment that appears the same as the nearby Grassy Mountain Deposit that is being permitted for underground mining.

For further information, please contact:

Darcy A. Higgs, Vice President, Business Development
604-644-6580
info@austin.gold

Safe Harbor / Forward-Looking Statements

This press release contains "forward-looking information" within the meaning of applicable securities laws that is intended to be covered by the safe harbors created by those laws. "Forward-looking information" includes statements that use forward-looking terminology such as "may", "will", "expect", "anticipate", "believe", "continue", "potential" or the negative thereof or other variations thereof or comparable terminology. Such forward-looking information includes, without limitation, timing and pricing of sales of Shares pursuant to the Offering, if any, anticipated use of proceeds from the Offering, the Company's expectations, strategies and plans for the Lone Mountain Project, the Stockade Mountain Project, and the Kelly Creek Project, including the Company's planned expenditures and exploration activities.

Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management at the date the statements are made. Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance, or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance, or achievements expressed or implied by such forward-looking information. These risks are set forth in reports that the Company files with the SEC, which you can review and obtain copies from the SEC's website at www.sec.gov. The Company cautions that there can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, investors should not place undue reliance on forward-looking information.

Except as required by law, the Company does not assume any obligation to release publicly any revisions to forward-looking information contained in this press release to reflect events or circumstances after the date hereof.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283517

FAQ

What is the size of the Austin Gold (AUST) ATM offering announced February 11, 2026?

The company set an ATM offering capacity of US$7.5 million in aggregate gross proceeds. According to the company, sales may occur from time to time through the lead manager on NYSE American at prevailing market prices.

How will Austin Gold (AUST) use proceeds from the ATM agreement?

Proceeds are intended to fund exploration, working capital and general corporate purposes. According to the company, net proceeds from any sales under the ATM will be used for property exploration and corporate needs.

Where and when can Austin Gold (AUST) sell shares under the ATM agreement?

Sales may be made on NYSE American or other U.S. trading markets at the company's discretion. According to the company, offerings will be made as at-the-market sales under Rule 415(a)(4) and not in Canada.

Who are the managers for the Austin Gold (AUST) ATM program?

H.C. Wainwright is the lead manager and Roth Capital is co-manager for the ATM program. According to the company, these firms will facilitate on-market distributions up to the US$7.5 million cap.

What shareholder impacts should investors expect from the AUST ATM offering?

Investors should expect potential dilution and variable execution prices for shares sold under the ATM. According to the company, shares will be distributed at prevailing market prices, which may vary between distributions and purchasers.