STOCK TITAN

Austin Gold flags going-concern doubt, $1.99M loss

Austin Gold reported a $1,360,862 working-capital surplus while stating that future financing is not assured.

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Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
6-K

Rhea-AI Filing Summary

Austin Gold Corp. (AUST) reported a nine-month net loss of $1,992,901 and cash used in operating activities of $1,383,945 for the period ended September 30, 2026. The net loss was $1,065,842 in the comparable 2025 period. The company has no current source of revenue or operating cash flow and said material uncertainties raise substantial doubt about its ability to continue as a going concern. It plans to seek debt or equity financing or strategic alliances, but said financing is not assured.

As of September 30, 2026, cash and cash equivalents were $257,564, short-term investments were $1,014,191, and working capital surplus was $1,360,862. The nine-month loss included a $769,936 write-off of Kelly Creek exploration assets after termination of the project agreement. The company deferred RC drilling at Stockade Mountain to incorporate CSAMT survey results into drill targeting; planned drilling is subject to suitable drill availability and weather. No common shares had been issued under the ATM Agreement as of September 30, 2026.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 2 points

How the balance works

Positive

  • None.

Negative

  • Major pointGoing-concern warning: material uncertainties raise substantial doubt about the company's ability to continue as a going concern.
  • Moderate pointNine-month net loss was $1,992,901, versus $1,065,842 in 2025.

Filing Explained

Austin Gold incorporates the interim financial statements and MD&A furnished with this Form 6-K by reference into its Form F-3 and Form S-8 registration statements, adding the September reporting materials to the disclosures in those registrations.

Nine-month net loss $1,992,901 Nine months ended September 30, 2026
Operating cash used $1,383,945 Nine months ended September 30, 2026
Cash and cash equivalents $257,564 As of September 30, 2026
Short-term investments $1,014,191 As of September 30, 2026
Working capital surplus $1,360,862 As of September 30, 2026
Kelly Creek E&E asset write-off $769,936 Nine months ended September 30, 2026
substantial doubt financial
"material uncertainties that raise substantial doubt on the Company's ability to continue"
At-The-Market Offering Agreement financial
"entered into an At-The-Market Offering Agreement"
An at-the-market offering agreement lets a public company sell newly issued shares into the open market over time at the current trading price through an appointed broker, rather than all at once. Investors care because it provides the company flexible access to cash but can slowly reduce each existing shareholder’s ownership and put downward pressure on the stock price—like a shop owner quietly adding items for sale to a crowded shelf.
CSAMT technical
"Controlled Source Audio-Frequency Magnetotellurics ("CSAMT") survey"
net smelter return royalty financial
"BMR will retain a 2.0% net smelter return royalty"
A net smelter return (NSR) royalty is a contractual right to receive a percentage of the revenue from minerals sold after they are processed and refined, with common deductions for transportation and refining fees. Investors care because an NSR provides a predictable slice of mining project income without owning the mine, so it affects expected cash flow, risk exposure to commodity prices, and the valuation of both the royalty and the operating project—similar to collecting a portion of rent after paying building maintenance costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Austin Gold (AUST) report substantial doubt about continuing operations?

Austin Gold linked the warning to its $1,992,901 nine-month net loss, $1,383,945 of operating cash use and lack of current revenue or cash flow from operating activities. The company plans to seek debt or equity financing or strategic alliances; it said inadequate or untimely financing could force it to delay, reduce or eliminate exploration programs or relinquish some property rights.

Has Austin Gold (AUST) issued shares under its ATM agreement?

As of September 30, 2026, Austin Gold had issued no common shares under its ATM Agreement. The agreement permits the company, at its sole discretion, to offer and sell common shares through H. C. Wainwright & Co., LLC, subject to applicable securities laws and an effective registration statement and prospectus then in effect.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

FORM 6-K

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

For the month of November 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

Exhibits

99.1 Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2026 and 2025
99.2 Management's Discussion and Analysis for the three and nine months ended September 30, 2026 and 2025
99.3 Certification of Interim Filings - CEO 
99.4 Certification of Interim Filings - CFO 

Incorporated by Reference

Exhibits 99.1 and 99.2 to the Form 6-K of Austin Gold Corp. (the "Company") filed on November 4, 2026 are hereby incorporated by reference as exhibits to the Registration Statements on Form F-3 (File No. 333-296955) and Form S-8 (File No. 333-273046) of the Company, as amended or supplemented.


SIGNATURES

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

  Austin Gold Corp.
  (Registrant)
     
Date: November 4, 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 AND NINE MONTHS ENDED SEPTEMBER 30, 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   September 30,     December 31,  
    2026     2025  
    (Unaudited)        
ASSETS              
Current assets              
Cash and cash equivalents 3 $ 257,564   $ 573,159  
Short-term investments 4   1,014,191     2,571,468  
Receivables and other 5   157,810     80,419  
      1,429,565     3,225,046  
Non-current assets              
Marketable securities     12,580     22,138  
Exploration and evaluation ("E&E") assets 6   4,916,815     5,145,112  
Property and equipment     11,271     6,966  
Total assets   $ 6,370,231   $ 8,399,262  
LIABILITIES              
Current liabilities              
Accounts payable and accrued liabilities 7 , 9 $ 68,703   $ 128,924  
      68,703     128,924  
EQUITY              
Share capital 8   17,209,080     17,209,080  
Other reserves 8   3,375,417     3,351,326  
Accumulated other comprehensive income (loss) ("AOCI")     (574,949 )   (574,949 )
Deficit     (13,708,020 )   (11,715,119 )
      6,301,528     8,270,338  
Total liabilities and equity   $ 6,370,231   $ 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 and Director (together, the "CEO")

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     For the nine months ended  
  Note   September 30,     September 30,     September 30,     September 30,  
    2026     2025     2026     2025  
Administrative expenses                          
Management salaries and consulting fees 9 $ 157,601   $ 156,210   $ 502,551   $ 468,844  
Professional fees     66,163     44,932     323,929     159,154  
Listing and filing fees     1,642     2,794     173,200     70,655  
Insurance     56,785     50,484     158,779     170,733  
General and administrative     12,351     15,000     33,908     36,750  
Share-based compensation 8 , 9   5,328     32,311     24,091     212,679  
Shareholder information     1,704     1,564     17,342     15,377  
Travel expenses     2,071     5,693     11,833     24,085  
Investor relations and marketing     40     3,811     4,867     48,235  
Depreciation     1,145     695     2,840     2,084  
Operating loss     (304,830 )   (313,494 )   (1,253,340 )   (1,208,596 )
Write-off of E&E assets 6   (189 )   (189 )   (770,963 )   (959 )
Unrealized fair value (loss) gain on marketable securities     648     5,495     (9,558 )   6,827  
Foreign exchange (loss) gain     (1,442 )   (2,590 )   (9,314 )   1,245  
Interest and finance income     11,731     39,946     50,424     135,791  
Loss before taxes     (294,082 )   (270,832 )   (1,992,751 )   (1,065,692 )
Current income tax expense     -     -     (150 )   (150 )
Net loss and comprehensive loss for the period   $ (294,082 ) $ (270,832 ) $ (1,992,901 ) $ (1,065,842 )
Loss per share - basic and diluted   $ (0.02 ) $ (0.02 ) $ (0.15 ) $ (0.08 )
Weighted average number of common shares outstanding     13,693,001     13,491,699     13,693,001     13,345,872  

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     For the nine months ended  
  Note   September 30,     September 30,     September 30,     September 30,  
    2026     2025     2026     2025  
Cash flows used in operating activities                          
Net loss for the period   $ (294,082 ) $ (270,832 ) $ (1,992,901 ) $ (1,065,842 )
Items not affecting cash:                          
Current income tax expense     -     -     150     150  
Depreciation     1,145     695     2,840     2,084  
Interest and finance income     (11,731 )   (39,946 )   (50,424 )   (135,791 )
Share-based compensation 8   5,328     32,311     24,091     212,679  
Unrealized fair value loss (gain) on marketable securities     (648 )   (5,495 )   9,558     (6,827 )
Unrealized foreign exchange loss (gain)     (856 )   838     658     (506 )
Write-off of E&E assets 6   189     189     770,963     959  
Changes in non-cash working capital items:                          
Receivables and other     45,343     (197,664 )   (76,736 )   (269,729 )
Accounts payable and accrued liabilities     (49,885 )   (10,184 )   (71,994 )   (36,326 )
Income taxes paid     -     -     (150 )   (150 )
Net cash used in operating activities     (305,197 )   (490,088 )   (1,383,945 )   (1,299,299 )
Cash flows generated by investing activities                          
Expenditures on E&E assets     (328,611 )   (494,030 )   (529,934 )   (818,820 )
Interest received     17,193     60,514     57,701     157,521  
Purchase of property and equipment     -     -     (7,145 )   -  
Purchase of short-term investments     -     (1,250,000 )   (850,000 )   (3,500,000 )
Redemption of short-term investments     500,000     1,750,000     2,400,000     5,100,000  
Net cash generated by investing activities     188,582     66,484     1,070,622     938,701  
Cash flows generated by financing activities                          
Proceeds from exercise of share options     -     339,532     -     339,532  
Net cash generated by financing activities     -     339,532     -     339,532  
Decrease in cash and cash equivalents for the period     (116,615 )   (84,072 )   (313,323 )   (21,066 )
Cash and cash equivalents, beginning of period 3   373,080     448,765     573,159     381,899  
Effect of foreign exchange rate changes on cash and cash equivalents     1,099     (1,262 )   (2,272 )   2,598  
Cash and cash equivalents, end of period 3 $ 257,564   $ 363,431   $ 257,564   $ 363,431  

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  
Exercise of share options 8   421,251     640,905     (301,373 )   -     -     339,532  
Value assigned to share options vested 8   -     -     239,275     -     -     239,275  
Net loss for the period     -     -     -     -     (1,065,842 )   (1,065,842 )
Balance - September 30, 2025     13,693,001    $  17,209,080    $  3,328,101    $  (574,949 )  $  (11,165,095 )  $  8,797,137  
                                       
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   -     -     24,091     -     -     24,091  
Net loss for the period     -     -     -     -     (1,992,901 )   (1,992,901 )
Balance - September 30, 2026     13,693,001    $  17,209,080    $  3,375,417    $  (574,949 )  $  (13,708,020 )  $  6,301,528  

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 and nine months ended September 30, 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 September 30, 2026. For the nine months ended September 30, 2026, the Company incurred a net loss of $1,992,901 and used cash in operating activities of $1,383,945. As at September 30, 2026, the Company has an accumulated deficit of $13,708,020 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 Offering Agreement ("ATM Agreement") with H. C. Wainwright & Co., LLC (the "Lead Manager") as lead manager and Roth Capital Partners, LLC as co-manager, pursuant to which the Company may, from time to time and at its sole discretion, offer and sell common shares of the Company through the Lead Manager in accordance with the applicable securities laws and any effective registration statement and prospectus then in effect. As at September 30, 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 condensed interim 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 and nine months ended September 30, 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 November 4, 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 September 30, 2026.

AUSTIN GOLD CORP.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 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 September 30, 2026, the composition of cash and cash equivalents consists of cash in the amount of $257,564 (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

    September 30,     December 31,  
    2026     2025  
Redeemable short-term investment certificates ("RSTICs") $ 1,014,191   $ 656,567  
Term deposits   -     1,914,901  
  $ 1,014,191   $ 2,571,468  

As at September 30, 2026, the RSTICs mature between October 26, 2026 and June 7, 2027.

5. RECEIVABLES AND OTHER

    September 30,     December 31,  
    2026     2025  
Prepaid expenses and deposits $ 142,037   $ 66,615  
Tax receivables   15,773     13,804  
  $ 157,810   $ 80,419  


AUSTIN GOLD CORP.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 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 September 30, 2026 were as follows:

    Stockade
Mountain
    Lone
Mountain
    Kelly
Creek
    Fourmile
Basin
    Total  
Balance - December 31, 2025 $ 2,433,951   $ 1,941,225   $ 769,936   $ -   $ 5,145,112  
E&E expenditures:                              
Acquisition costs   25,000     -     -     -     25,000  
Assays   293     -     -     -     293  
Consulting   45,615     118,170     -     750     164,535  
Field supplies and rentals   297     1,433     -     -     1,730  
Field work   9,725     28,643     -     -     38,368  
Geophysics   5,650     4,163     -     -     9,813  
Government payments   72,721     201,636     -     189     274,546  
Technical and assessment reports   22,431     525     -     -     22,956  
Travel   473     4,864     -     88     5,425  
Write-off of E&E assets   -     -     (769,936 )   (1,027 )   (770,963 )
Total E&E expenditures   182,205     359,434     (769,936 )   -     (228,297 )
Balance - September 30, 2026 $ 2,616,156   $ 2,300,659   $ -   $ -   $ 4,916,815  

(a) 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 Paid
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%.


AUSTIN GOLD CORP.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2026 and 2025
Expressed in United States dollars, except for share data

6. E&E ASSETS (Continued)

(b) 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:

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 $40,000 Paid(1)
November 1, 2027 and every year thereafter(2) $50,000  

(1) Paid subsequent to September 30, 2026.

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

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

September 1, 2024 $150,000 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.

(c) Kelly Creek Project (Nevada, USA)

In 2020, the Company entered into an Exploration and Option to Enter Joint Venture Agreement (the "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 1, 2026, the Company terminated the Agreement for the Kelly Creek Project. As a result of the termination, the Company recognized a write-off of E&E assets related to the Kelly Creek Project of $769,936 (2025 - $nil) for the nine months ended September 30, 2026, which was recorded in the unaudited condensed interim consolidated statement of loss and comprehensive loss.


AUSTIN GOLD CORP.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2026 and 2025
Expressed in United States dollars, except for share data

6. E&E ASSETS (Continued)

(d) Project reclamation requirements

As at September 30, 2026, the Company holds total surety bonds of $38,863 in favour of the United States Department of the Interior Bureau of Land Management 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

    September 30,     December 31,  
    2026     2025  
Trade payables $ 56,252   $ 63,990  
Accrued liabilities   12,451     64,934  
  $ 68,703   $ 128,924  

8. SHARE CAPITAL AND OTHER RESERVES

(a) Share capital

At September 30, 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.

On February 10, 2026, the Company entered into an ATM Agreement. Under the terms of the ATM Agreement, the Company may, from time to time and at its sole discretion, offer and sell common shares of the Company through the Lead Manager in accordance with the applicable securities laws and any effective registration statement and prospectus then in effect.

As at September 30, 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:


    September 30,     December 31,  
    2026     2025  
Other reserve - Share options $ 3,312,189    $  3,288,098  
Other reserve - Warrants   63,228     63,228  
  $ 3,375,417    $  3,351,326  


AUSTIN GOLD CORP.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2026 and 2025
Expressed in United States dollars, except for share data

8. SHARE CAPITAL AND OTHER RESERVES (Continued)

(c) Share options

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

    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  
Exercised   -     -     (421,251 )   0.81  
Forfeited   -     -     (103,750 )   0.77  
Expired   -     -     (149,999 )   2.18  
Outstanding, September 30,   2,946,666   $ 0.99     2,946,666   $ 1.00  

For the options exercised during the period, the related weighted average share price at the time of exercise was $nil (2025 - $1.44).

The following table summarizes information about share options outstanding and exercisable at September 30, 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     2.01     2,530,002   $ 0.81  
$2.01 - $2.50   416,664     4.18     416,664     2.11  
    2,946,666     2.32     2,946,666   $ 0.99  

The total share-based compensation expense for the nine months ended September 30, 2026 was $24,091 (2025 - $239,275) of which $24,091 (2025 - $212,679) has been expensed in the unaudited condensed interim consolidated statement of loss and comprehensive loss and $nil (2025 - $26,596) has been capitalized to E&E assets.

9. RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel consist of the Company's directors and officers including its CEO, Vice President ("VP") Exploration, VP Business Development, and Chief Financial Officer and Corporate Secretary (together, the "CFO").


AUSTIN GOLD CORP.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2026 and 2025
Expressed in United States dollars, except for share data

9. RELATED PARTY TRANSACTIONS AND BALANCES (Continued)

Directors and key management compensation is as follows:

    For the three months ended     For the nine months ended  
    September 30,     September 30,     September 30,     September 30,  
    2026     2025     2026     2025  
Management salaries and consulting fees $ 183,371   $ 168,768   $ 579,862   $ 513,191  
Directors' fees   19,230     19,232     57,689     56,098  
Share-based compensation   4,736     46,757     22,176     234,267  
  $ 207,337   $ 234,757   $ 659,727   $ 803,556  

For the nine months ended September 30, 2026, the Company's officers were reimbursed $324,486 (2025 - $354,401) for expenditures incurred in the normal course of business on behalf of the Company.

For the nine months ended September 30, 2026, the Company incurred $58,946 (2025 - $47,874) 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 September 30, 2026, accounts payable and accrued liabilities include $42,084 (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 the Agreement with Pediment, a subsidiary of URZ (formerly NGE), for the Kelly Creek Project (refer to note 6(c)) and owns 89,240 common shares of URZ (formerly NGE). As at September 30, 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.

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.


AUSTIN GOLD CORP.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2026 and 2025
Expressed in United States dollars, except for share data

10. FINANCIAL RISK MANAGEMENT (Continued)

The following table shows the impact on pre-tax loss of a 10% change in the USD:CAD exchange rate on financial assets and liabilities denominated in CAD, as of September 30, 2026, with all other variables held constant:

    Impact of currency rate change on pre-tax loss  
    10% increase     10% decrease  
Cash and cash equivalents $ 7,076   $ (7,076 )
Receivables and other   2,282     (2,282 )
Marketable securities   1,258     (1,258 )
Accounts payable and accrued liabilities   (2,554 )   2,554  

(ii) Interest rate risk

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

The impact on pre-tax loss of a 1% change in variable interest rates on financial assets and liabilities as of September 30, 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:

    September 30,     December 31,  
    2026     2025  
Cash and cash equivalents $ 257,564   $ 573,159  
Short-term investments   1,014,191     2,571,468  
  $ 1,271,755    $  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.


AUSTIN GOLD CORP.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2026 and 2025
Expressed in United States dollars, except for share data

10. FINANCIAL RISK MANAGEMENT (Continued)

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 September 30, 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 $ 68,703   $ 68,703   $ 68,703    $  -    $  -  
  $ 68,703   $ 68,703   $ 68,703    $  -    $  -  

(d) Fair value estimation

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

The three levels of fair value hierarchy are as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data.

The 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 September 30, 2026     Fair value  
    Carrying
value
    Level 1     Level 2     Level 3  
Financial assets                        
Marketable securities $ 12,580   $ 12,580   $ -   $ -  
  $ 12,580   $ 12,580   $ -   $ -  
                         
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.


AUSTIN GOLD CORP.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2026 and 2025
Expressed in United States dollars, except for share data

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 September 30, 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 AND NINE MONTHS ENDED

SEPTEMBER 30, 2026 AND 2025

 

 

 


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 and nine months ended September 30, 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 November 4, 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.


SIGNIFICANT EVENTS

  • On February 10, 2026, the Company entered into an At-The-Market Offering Agreement ("ATM Agreement") with H. C. Wainwright & Co., LLC (the "Lead Manager") as lead manager and Roth Capital Partners, LLC as co-manager, pursuant to which the Company may, from time to time and at its sole discretion, offer and sell common shares of the Company through the Lead Manager in accordance with the applicable securities laws and any effective registration statement and prospectus then in effect. As at September 30, 2026, the Company has not issued any common shares under the ATM Agreement.
  • On June 2, 2026, the Company reported the results of the Controlled Source Audio-Frequency Magnetotellurics ("CSAMT") survey. For further information, refer to the "Mineral Projects" section of this MD&A.
  • On June 2, 2026, the Company reported that it has terminated its interest in the Kelly Creek Project in Nevada, USA.
  • On June 11, 2026, the Company filed an NI 43-101 (defined below) Technical Report on the Stockade Mountain Project. For further information, refer to the "Mineral Projects" section of this MD&A.

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 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 and nine months ended September 30, 2026 and 2025 or Note 10 of our annual consolidated financial statements for the years ended December 31, 2025, 2024 and 2023.


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 grams per tonne ("g/t") of gold. Four holes drilled higher-grade intercepts of:

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

  • 15 feet (4.6 meters) 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:

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

The project is an exploration stage project, and there are no known mineral resources or reserves on the project at this time. The Company 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 United States Department of the Interior Bureau of Land Management ("BLM") to build access roads and drill exploration holes under a 5-acre "Notice" to test the above-described targets. In June 2026, the Company requested, and the BLM accepted, a "Notice Extension" to continue the Notice for an additional two years, ending in June 2028. The BLM found the current reclamation bond amount of $33,310 to be sufficient without an increase. 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. These Exploration Permits are renewed annually in January of each year. As a result, the Company had obtained all permits necessary to construct access roads and commence drilling.

On November 2, 2023, the Company announced a diamond drilling program at the Stockade Mountain Project designed to test for high-grade vein deposits beneath the known high-level gold-silver-bearing stockwork mineralization within the deeper portions of the hydrothermal system. This was the first known use of diamond drilling on the property and provided valuable geological information regarding the host rocks, alteration, structure 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.


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 prior to initiating the next exploration drilling campaign.

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 CSAMT survey to acquire better imaging of target structures.

CSAMT is a geophysical method used to map variations in subsurface electrical resistivity. In epithermal gold systems such as Stockade Mountain, resistivity contrasts may reflect variations in alteration, lithology, structure, and fluid pathways. Zones of elevated resistivity may be associated with silicification or competent volcanic units, while lower resistivity responses may reflect clay alteration, porous sedimentary rocks, or water-saturated volcanic units.

The survey comprised 17 lines totaling approximately 40.8 line-kilometers. Individual survey lines were approximately 2.4 kilometers in length and spaced 200 meters apart. The lines were oriented northeast-southwest, approximately perpendicular to the interpreted orientation of the hydrothermal system and major structural controls.

Interpretation of the two-dimensional inversion sections and plan-view resistivity maps indicates considerable geological complexity beneath the project area. The known Opal Hill / Number 9 Vein stockwork mineralization is associated with a prominent resistivity high. Additional resistivity highs and significant resistivity contrast zones have been identified elsewhere within the survey area and may represent prospective structural or lithological targets for future exploration.

Several of the newly identified targets exhibit characteristics similar to the geophysical response associated with known mineralization at the Opal Hill / Number 9 Vein target area. These targets, together with major structural contrast zones identified by the survey, are being incorporated into the Company's ongoing geological interpretation and target-ranking process.


The Company believes the CSAMT survey has improved its understanding of the subsurface geology and will assist in refining future drill targeting.

The RC drilling program has been deferred to allow incorporation of the CSAMT survey 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.

NI 43-101 Technical Report

The Company filed a NI 43-101 technical report entitled "NI 43-101 Technical Report - Stockade Mountain Project, Malheur County, Oregon, USA", with an effective date of March 2, 2026 (the "Technical Report"). The Technical Report is available under the Company's profile in Canada on the SEDAR+ website at www.sedarplus.ca, in the USA on the EDGAR section of the SEC website at www.sec.gov, and on the Company's website at www.austin.gold. The Technical Report was prepared by Barbara Carroll, CPG, RM of GeoGRAFX Consulting LLC and Robert M. Hatch, SME RM of Volcanic Gold & Silver LLC, both QPs as defined by NI 43-101. Barbara Carroll is independent of the Company and Robert M. Hatch is the Company's VP Exploration.

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 comprised 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.

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 September 30, 2026 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 future exploration programs.

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.

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. Additional soil sampling was conducted during September and October 2026 to infill the most promising target area and extend the survey into other areas of the project.

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 have been completed. 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 are being compiled and interpreted by the Company and its consulting geologists and geophysicist to target economic gold deposits for drilling.


Kelly Creek Project, Nevada, USA

In 2020, the Company entered into an Exploration and Option to Enter Joint Venture Agreement (the "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 1, 2026, the Company terminated the Agreement for the Kelly Creek Project. As a result of the termination, the Company recognized a write-off of E&E assets related to the Kelly Creek Project of $769,936 (2025 - $nil) for the nine months ended September 30, 2026, which was recorded in the unaudited condensed interim consolidated statement of loss and comprehensive loss.

FINANCIAL POSITION

Total assets

As at September 30, 2026, total assets were $6,370,231, a decrease of $2,029,031 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 and E&E expenditures and the write-off of E&E assets related to the Kelly Creek and Fourmile Basin projects, in the amount of $770,963. This was partially offset by an increase in E&E assets in the amount of $542,666 from spending on its mineral projects and interest income earned.

For the nine months ended September 30, 2026, expenditures on E&E assets were primarily related to BLM and county maintenance fees, and continued interpretation of geological data for the Lone Mountain and Stockade Mountain projects.

Total liabilities

As at September 30, 2026, total liabilities were $68,703, a decrease of $60,221 compared to December 31, 2025. The decrease in liabilities was predominantly due to the timing of E&E activities on the Company's mineral projects and corporate administrative expenses.

Total equity

Total equity was $6,301,528, a decrease of $1,968,810 compared to December 31, 2025. Lower equity was due to the net loss for the period of $1,992,901. This was partially offset by the value assigned to share options vested during the period of $24,091.

FINANCIAL RESULTS OF OPERATIONS

Administrative expenses

For the three months ended September 30, 2026, total administrative expenses were $304,830, a decrease of $8,664 compared to the comparable period in 2025. The decrease was primarily related to lower share-based compensation partially offset by an increase in professional fees.


For the nine months ended September 30, 2026, total administrative expenses were $1,253,340, an increase of $44,744 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 travel expenses.

Professional fees

For the three and nine months ended September 30, 2026, professional fees were $66,163 and $323,929 respectively, an increase of $21,231 and $164,775 respectively, compared to the comparable periods in 2025. The increase in professional fees was due to legal and external auditor fees associated with the ATM Agreement and the Form F-3 registration statement.

Listing and filing fees

For the nine months ended September 30, 2026, listing and filing fees were $173,200, an increase of $102,545 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.

Management salaries and consulting fees

For the three and nine months ended September 30, 2026, management salaries and consulting fees were $157,601 and $502,551 respectively, an increase of $1,391 and $33,707 respectively, compared to the comparable periods in 2025. The increase was primarily due to retroactive compensation paid to the Chief Financial Officer and Corporate Secretary (together, the "CFO") for performing the additional duties of Corporate Secretary. Refer to the "Related Party Transactions and Balances" section of this MD&A.

Share-based compensation

For the three and nine months ended September 30, 2026, share-based compensation expense was $5,328 and $24,091 respectively, a decrease of $26,983 and $188,588 respectively, compared to the comparable periods 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 nine months ended September 30, 2026, investor relations and marketing expenses were $4,867, a decrease of $43,368 compared to the comparable period in 2025. The decrease was due to decreased promotion, social media campaigns and marketing of the Company.

Travel expenses

For the three and nine months ended September 30, 2026, travel expenses were $2,071 and $11,833 respectively, a decrease of $3,622 and $12,252 respectively, compared to the comparable periods in 2025. The decrease was the result of reduced travel to attend investor conferences and shareholder meetings.


Insurance

For the nine months ended September 30, 2026, insurance costs were $158,779, a decrease of $11,954 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.

Write-off of E&E assets

For the three and nine months ended September 30, 2026, the Company recognized a write-off of E&E assets in the amount of $189 and $770,963 respectively. This was primarily related to the termination of the Agreement for the Kelly Creek Project resulting in a write-off of E&E assets in the amount of $769,936.

Interest and finance income

For the three and nine months ended September 30, 2026, interest and finance income was $11,731 and $50,424 respectively, a decrease of $28,215 and $85,367 respectively, compared to the comparable periods 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.

Net loss and comprehensive loss

For the three and nine months ended September 30, 2026, net loss and comprehensive loss was $294,082 and $1,992,901 respectively, an increase of $23,250 and $927,059 respectively, compared to the comparable periods in 2025. The increase was primarily driven by the write-off of E&E assets, marginally higher corporate administrative expenses and lower interest and finance income.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

Cash flows

For the three months ended September 30, 2026, cash flows used in operating activities were $305,197, a decrease of $184,891 compared to the comparable period in 2025. The decrease was primarily due to lower changes in non-cash working capital items.

For the nine months ended September 30, 2026, cash flows used in operating activities were $1,383,945, an increase of $84,646 compared to the comparable period in 2025. The increase was primarily due to higher corporate administrative costs partially offset by lower changes in non-cash working capital items.

For the three months ended September 30, 2026, cash flows generated by investing activities were $188,582, an increase of $122,098 compared to the comparable period in 2025. The increase was primarily due to a decrease in expenditures on E&E assets of $165,419 partially offset by a decrease in interest received of $43,321.


For the nine months ended September 30, 2026, cash flows generated by investing activities were $1,070,622, an increase of $131,921 compared to the comparable period in 2025. The increase was primarily attributable to a decrease in purchases of short-term investments of $2,650,000 and a decrease in expenditures on E&E assets of $288,886, partially offset by a decrease in redemptions of short-term investments of $2,700,000 and a decrease in interest received of $99,820.

For the three and nine months ended September 30, 2026, cash flows generated by financing activities were $nil, a decrease of $339,532 compared to the comparable period in 2025. The decrease was due to no proceeds from the exercise of share options during the period.

Liquidity, capital resources and going concern

For the nine months ended September 30, 2026, the Company incurred a net loss of $1,992,901 and used cash in operating activities of $1,383,945. As at September 30, 2026, the Company has a working capital (current assets less current liabilities) surplus of $1,360,862 (December 31, 2025 - $3,096,122) and has an accumulated deficit of $13,708,020 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, pursuant to which the Company may, from time to time and at its sole discretion, offer and sell common shares of the Company through the Lead Manager in accordance with the applicable securities laws and any effective registration statement and prospectus then in effect. As at September 30, 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.

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 Lone Mountain project, the Company is required to incur E&E expenditures (i.e. work commitments) under the agreement. For details of these commitments, refer to Note 6 of our unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 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 September 30, 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.


OUTSTANDING SHARE DATA

As at November 4, 2026, the Company had the following number of securities outstanding:

    Number of
securities
    Exercise
price ($)
    Weighted average
remaining life (years)
 
Common shares   13,693,001     -     -  
Share options   2,946,666   $ 0.77 - $2.14     2.22  
    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.

    Q3 2026     Q2 2026     Q1 2026     Q4 2025     Q3 2025     Q2 2025     Q1 2025     Q4 2024  
Revenue $ -   $ -   $ -   $ -   $ -   $ -   $ -   $ -  
Net loss   (294,082 )   (1,135,145 )   (563,674 )   (550,024 )   (270,832 )   (295,501 )   (499,509 )   (739,893 )
Net comprehensive  loss   (294,082 )   (1,135,145 )   (563,674 )   (550,024 )   (270,832 )   (295,501 )   (499,509 )   (739,893 )
Loss per share - basic and diluted   (0.02 )   (0.08 )   (0.04 )   (0.04 )   (0.02 )   (0.02 )   (0.04 )   (0.06 )
Cash and cash equivalents   257,564     373,080     765,529     573,159     363,431     448,765     614,892     381,899  
E&E assets   4,916,815     4,568,484     5,224,283     5,145,112     4,811,854     4,312,762     4,161,085     4,077,474  
Total assets   6,370,231     6,698,563     7,891,856     8,399,262     8,881,524     8,785,869     9,047,041     9,512,870  
Total liabilities   68,703     108,281     172,414     128,924     84,387     95,892     109,087     228,698  
Cash dividends $ -   $ -   $ -   $ -   $ -   $ -   $ -   $ -  

The increase in net loss and comprehensive loss in the second quarter of 2026 was due to the termination of the Agreement for the Kelly Creek Project, resulting in a write-off of E&E assets in the amount of $769,936.

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 Marketing Group, LLC ("i2i").

The increase in net loss and comprehensive loss in the fourth quarter of 2024 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.


EVENTS AFTER THE REPORTING DATE

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

RELATED PARTY TRANSACTIONS AND BALANCES

Key management personnel consist of the Company's directors and officers including its Executive Chairman, Chief Executive Officer and Director (together, the "CEO"), VP Exploration, VP Business Development, and CFO.

Directors and key management compensation is as follows:

    For the three months ended     For the nine months ended  
    September 30,     September 30,     September 30,     September 30,  
    2026     2025     2026     2025  
Management salaries and consulting fees $ 183,371   $ 168,768   $ 579,862   $ 513,191  
Directors' fees   19,230     19,232     57,689     56,098  
Share-based compensation   4,736     46,757     22,176     234,267  
  $ 207,337   $ 234,757   $ 659,727   $ 803,556  

For the nine months ended September 30, 2026, the Company's officers were reimbursed $324,486 (2025 - $354,401) for expenditures incurred in the normal course of business on behalf of the Company.

For the nine months ended September 30, 2026, the Company incurred $58,946 (2025 - $47,874) 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 September 30, 2026, accounts payable and accrued liabilities include $42,084 (December 31, 2025 - $30,556) owed to related parties of the Company for transactions incurred in the normal course of business.

In 2020, the Company entered into the Agreement with Pediment, a subsidiary of URZ (formerly NGE), for the Kelly Creek Project, which was terminated on June 1, 2026, and owns 89,240 common shares of URZ (formerly NGE). As at September 30, 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 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 Annual General Meeting.

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 and nine months ended September 30, 2026.

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 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 September 30, 2026.

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 September 30, 2026, with all other variables held constant:

    Impact of currency rate change on pre-tax loss  
    10% increase     10% decrease  
Cash and cash equivalents $ 7,076   $ (7,076 )
Receivables and other   2,282     (2,282 )
Marketable securities   1,258     (1,258 )
Accounts payable and accrued liabilities   (2,554 )   2,554  

(ii) Interest rate risk

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

The impact on pre-tax loss of a 1% change in variable interest rates on financial assets and liabilities as of September 30, 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:

    September 30,     December 31,  
    2026     2025  
Cash and cash equivalents $ 257,564   $ 573,159  
Short-term investments   1,014,191     2,571,468  
  $ 1,271,755   $ 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 September 30, 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 $ 68,703   $ 68,703   $ 68,703    $  -    $  -  
  $ 68,703   $ 68,703   $ 68,703    $  -    $  -  


(d) Fair value estimation

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

The three levels of fair value hierarchy are as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data.

The 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 September 30, 2026     Fair value  
    Carrying
value
    Level 1     Level 2     Level 3  
Financial assets                        
Marketable securities $ 12,580   $ 12,580   $ -   $ -  
  $ 12,580   $ 12,580   $ -   $ -  
                         
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.


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 and nine months ended September 30, 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.


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 any pandemic, epidemic or other widespread public 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;

  • 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;

  • 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 any pandemic, epidemic, or other widespread public health emergency, and no emergence of any new pandemic, epidemic, or other widespread public health emergency;
  • 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, Chief Executive Officer and Director of Austin Gold Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Austin Gold Corp. (the "issuer") for the interim period ended September 30, 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 July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 4, 2026

(signed) "Dennis Higgs"

Dennis Higgs

Executive Chairman, Chief Executive Officer and Director



Form 52-109F2

Certification of Interim Filings

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Austin Gold Corp. (the "issuer") for the interim period ended September 30, 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 July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 4, 2026

(signed) "Grant Bond"

Grant Bond

Chief Financial Officer and Corporate Secretary


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