AUSTIN GOLD CORP.
CONDENSED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022
(Expressed in United States dollars)
AUSTIN GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Unaudited - Expressed in United States dollars
| March 31, | December 31, | |||||||||
| Note | 2023 | 2022 | ||||||||
| (Unaudited) | ||||||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | 9 | $ | 3,877,896 | $ | 630,623 | |||||
| Short-term investments | 3 | 8,060,627 | 11,649,079 | |||||||
| Receivables and other | 4 | 61,420 | 211,285 | |||||||
| 11,999,943 | 12,490,987 | |||||||||
| Non-current assets | ||||||||||
| Marketable securities | 14,507 | 16,473 | ||||||||
| Exploration and evaluation ("E&E") assets | 5 | 2,592,426 | 2,369,034 | |||||||
| Property and equipment | 1,093 | 1,181 | ||||||||
| Total assets | $ | 14,607,969 | $ | 14,877,675 | ||||||
| LIABILITIES | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable and accrued liabilities | 6 , 8 | $ | 213,429 | $ | 97,825 | |||||
| 213,429 | 97,825 | |||||||||
| SHAREHOLDERS' EQUITY | ||||||||||
| Share capital | 7 | 16,329,958 | 16,329,958 | |||||||
| Other reserves | 7 | 2,145,019 | 2,044,692 | |||||||
| Accumulated other comprehensive income (loss) ("AOCI") | (574,949 | ) | (574,949 | ) | ||||||
| Deficit | (3,505,488 | ) | (3,019,851 | ) | ||||||
| 14,394,540 | 14,779,850 | |||||||||
| Total liabilities and shareholders' equity | $ | 14,607,969 | $ | 14,877,675 | ||||||
| Nature of operations and going concern | 1 | |||||||||
| Commitments | 11 | |||||||||
| Subsequent events | 13 | |||||||||
Approved on behalf of the Board of Directors:
"Benjamin D. Leboe" |
| "Joseph J. Ovsenek" |
Benjamin D. Leboe |
| Joseph J. Ovsenek |
Chair of the Audit Committee and Director |
| Chairman and Director |
The accompanying notes are an integral part of these 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 | ||||||||||
| March 31, | March 31, | |||||||||
| Note | 2023 | 2022 | ||||||||
| Administrative expenses | ||||||||||
| Professional fees | $ | 129,760 | $ | 56,298 | ||||||
| Management and consulting fees | 126,323 | 1,185 | ||||||||
| Insurance | 93,421 | 2,336 | ||||||||
| Share-based compensation | 7 | 86,000 | - | |||||||
| Listing and filing fees | 83,328 | 1,919 | ||||||||
| Investor relations and marketing | 33,905 | 31 | ||||||||
| Shareholder information | 23,211 | 450 | ||||||||
| Travel expenses | 7,009 | 1,856 | ||||||||
| General and administrative | 4,803 | 2,222 | ||||||||
| Depreciation | 88 | 135 | ||||||||
| Operating loss | (587,848 | ) | (66,432 | ) | ||||||
| Unrealized fair value loss on marketable securities | (1,966 | ) | (82,332 | ) | ||||||
| Foreign exchange gain (loss) | 593 | (1,868 | ) | |||||||
| Interest and finance income | 103,584 | - | ||||||||
| Net loss for the period | $ | (485,637 | ) | $ | (150,632 | ) | ||||
| Other comprehensive income (loss), net of tax | ||||||||||
| Items that may be subsequently reclassified to earnings or loss: | ||||||||||
| Currency translation adjustments | - | 22,374 | ||||||||
| Comprehensive loss for the period | $ | (485,637 | ) | $ | (128,258 | ) | ||||
| Loss per share - basic and diluted | $ | (0.04 | ) | $ | (0.02 | ) | ||||
| Weighted average number of shares | 13,271,750 | 9,517,000 | ||||||||
The accompanying notes are an integral part of these 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 | ||||||||||
| March 31, | March 31, | |||||||||
| Note | 2023 | 2022 | ||||||||
| Cash flows used in operating activities | ||||||||||
| Net loss for the period | $ | (485,637 | ) | $ | (150,632 | ) | ||||
| Items not affecting cash: | ||||||||||
| Depreciation | 88 | 135 | ||||||||
| Interest and finance income | (103,584 | ) | - | |||||||
| Share-based compensation | 7 | 86,000 | - | |||||||
| Unrealized fair value loss on marketable securities | 1,966 | 82,332 | ||||||||
| Unrealized foreign exchange gain | (181 | ) | - | |||||||
| Changes in non-cash working capital items: | ||||||||||
| Receivables and other | 170,162 | (5,364 | ) | |||||||
| Accounts payable and accrued liabilities | 115,557 | (15,096 | ) | |||||||
| Net cash used in operating activities | (215,629 | ) | (88,625 | ) | ||||||
| Cash flows generated by (used in) investing activities | ||||||||||
| Expenditures on E&E assets | (208,772 | ) | (36,592 | ) | ||||||
| Interest received | 171,508 | - | ||||||||
| Purchase of short-term investments | (6,500,000 | ) | - | |||||||
| Redemption of short-term investments | 10,000,000 | - | ||||||||
| Net cash generated by (used in) investing activities | 3,462,736 | (36,592 | ) | |||||||
| Increase (decrease) in cash and cash equivalents for the period | 3,247,107 | (125,217 | ) | |||||||
| Cash and cash equivalents, beginning of period | 630,623 | 1,094,550 | ||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | 166 | 14,278 | ||||||||
| Cash and cash equivalents, end of period | $ | 3,877,896 | $ | 983,611 | ||||||
| Supplemental cash flow information | 9 | |||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
AUSTIN GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Unaudited - Expressed in United States dollars, except for share data
| Note | Number of common shares | Share capital | Other reserves | AOCI | Deficit | Total | |||||||||||||||
| Balance - December 31, 2021 | 9,517,000 | $ | 2,714,755 | $ | 1,624,053 | $ | 143,972 | $ | (1,951,460 | ) | $ | 2,531,320 | |||||||||
| Currency translation adjustments | - | - | - | 22,374 | - | 22,374 | |||||||||||||||
| Loss for the period | - | - | - | - | (150,632 | ) | (150,632 | ) | |||||||||||||
| Balance - March 31, 2022 | 9,517,000 | $ | 2,714,755 | $ | 1,624,053 | $ | 166,346 | $ | (2,102,092 | ) | $ | 2,403,062 | |||||||||
| Balance - December 31, 2022 | 13,271,750 | $ | 16,329,958 | $ | 2,044,692 | $ | (574,949 | ) | $ | (3,019,851 | ) | $ | 14,779,850 | ||||||||
| Value assigned to share options and warrants vested | 7 | - | - | 100,327 | - | - | 100,327 | ||||||||||||||
| Loss for the period | - | - | - | - | (485,637 | ) | (485,637 | ) | |||||||||||||
| Balance - March 31, 2023 | 13,271,750 | $ | 16,329,958 | $ | 2,145,019 | $ | (574,949 | ) | $ | (3,505,488 | ) | $ | 14,394,540 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
 | AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
1. NATURE OF OPERATIONS AND GOING CONCERN
(a) Nature of operations
Austin Gold Corp. (the "Company") was incorporated on April 21, 2020, in British Columbia ("BC"), Canada. The Company is a reporting issuer in BC and its common shares are traded on the NYSE American stock exchange under the symbol "AUST". The Company's registered office is the 9th Floor, 1021 West Hastings Street, Vancouver, BC, Canada, V6E 0C3.
The Company is focused on the acquisition, exploration and development of mineral resource properties primarily in the western United States of America ("USA").
The Company has not yet determined whether its mineral resource properties contain mineral reserves that are economically recoverable. The continued operation of the Company is dependent upon the preservation of its interest in its properties, the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of such properties and upon future profitable production or proceeds from the disposition of such properties.
(b) Going concern assumption
These condensed interim consolidated financial statements are prepared on a going concern basis, which contemplates that the Company will be able to meet its commitments, continue operations and realize its assets and discharge its liabilities in the normal course of business for at least twelve months from March 31, 2023. The Company has incurred ongoing losses and expects to incur further losses in the advancement of its business activities. For the three months ended March 31, 2023, the Company incurred a net loss of $485,637 and used cash in operating activities of $215,629. As at March 31, 2023, the Company had cash and cash equivalents of $3,877,896, a working capital (current assets less current liabilities) surplus of $11,786,514 and an accumulated deficit of $3,505,488.
The operations of the Company have primarily been funded by the issuance of common shares. These condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
Management estimates its current working capital will be sufficient to fund its current level of activities for at least the next twelve months.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Company's significant accounting policies applied in these condensed interim consolidated financial statements are the same as those disclosed in Note 3 of the Company's annual consolidated financial statements as at and for the years ended December 31, 2022 and 2021. These condensed interim consolidated financial statements should be read in conjunction with the Company's most recent audited annual consolidated financial statements.
The functional currency of the Company and its subsidiary is the United States dollar ("USD" or "US$"). The presentation currency of these condensed interim consolidated financial statements is USD.
These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on May 10, 2023.
(b) Significant accounting estimates and judgments
The preparation of financial statements requires the use of accounting estimates. It also requires management to exercise judgment in the process of applying its accounting policies. Estimates and policy judgments are regularly evaluated and are based on management's experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Significant accounting policy judgments include:
- The assessment of the Company's ability to continue as a going concern which requires judgment related to future funding available to identify new business opportunities and meet working capital requirements, the outcome of which is uncertain (refer to Note 1b); and
- The application of the Company's accounting policy for impairment of E&E assets which requires judgment to determine whether indicators of impairment exist including factors such as the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further E&E of resource properties are budgeted and evaluation of the results of E&E activities up to the reporting date. Management assessed impairment indicators for the Company's E&E assets and has concluded that no impairment indicators exist as of March 31, 2023.
(c) New accounting standards and recent pronouncements
There are no other IFRS standards or International Financial Reporting Interpretations Committee interpretations that are not yet effective or early adopted that are expected to have any impact on the Company.
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
3. SHORT-TERM INVESTMENTS
| March 31, | December 31, | |||||
| 2023 | 2022 | |||||
| Term deposits | $ | 6,541,980 | $ | 10,144,301 | ||
| Redeemable short-term investment certificates ("RSTICs") | 1,518,647 | 1,504,778 | ||||
| $ | 8,060,627 | $ | 11,649,079 |
The term deposits mature on August 14, 2023 and February 14, 2024 and the RSTICs mature on November 29, 2023.
4. RECEIVABLES AND OTHER
| March 31, | December 31, | |||||
| 2023 | 2022 | |||||
| Prepaid expenses and deposits | $ | 48,362 | $ | 176,703 | ||
| Tax receivables | 13,058 | 34,582 | ||||
| $ | 61,420 | $ | 211,285 |
5. E&E ASSETS
The E&E assets of the Company, by property and nature of expenditure, as of March 31, 2023 were as follows:
| Kelly Creek | Fourmile Basin | Lone Mountain | Miller | Stockade Mountain | Total | ||||||||||||||
| Balance - December 31, 2022 | $ | 914,879 | $ | 704,531 | $ | 350,738 | $ | 302,840 | $ | 96,046 | $ | 2,369,034 | |||||||
| E&E expenditures: | |||||||||||||||||||
| Acquisition costs | - | - | - | 25,000 | - | 25,000 | |||||||||||||
| Assays | 6,012 | 23,883 | - | - | - | 29,895 | |||||||||||||
| Consulting | - | 15,938 | 10,200 | 4,463 | 2,655 | 33,256 | |||||||||||||
| Drilling | - | 108,294 | - | - | - | 108,294 | |||||||||||||
| Field supplies and rentals | - | 259 | - | - | - | 259 | |||||||||||||
| Finders' fees | - | - | - | 7,500 | - | 7,500 | |||||||||||||
| Share-based compensation | 2,866 | 2,865 | 2,866 | 2,865 | 2,865 | 14,327 | |||||||||||||
| Travel | - | 4,861 | - | - | - | 4,861 | |||||||||||||
| Total E&E expenditures | 8,878 | 156,100 | 13,066 | 39,828 | 5,520 | 223,392 | |||||||||||||
| Balance - March 31, 2023 | $ | 923,757 | $ | 860,631 | $ | 363,804 | $ | 342,668 | $ | 101,566 | $ | 2,592,426 | |||||||
Acquisition costs include pre-production payments, lease payments and advanced royalty payments in accordance with the terms of the property agreements.
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
5. E&E ASSETS (Continued)
(a) Kelly Creek Project (Nevada, USA)
The Company entered into an agreement with Pediment Gold LLC ("Pediment"), a subsidiary of Nevada Exploration Inc. ("NGE"), for an option to earn up to a 70% interest in a joint venture on the Kelly Creek Project. The Company may exercise the option to earn a 51% interest by incurring the following minimum annual E&E expenditures on the project:
| September 1, 2022 | C$750,000(1) | Complete |
| June 1, 2023 | C$1,000,000 | In progress |
| June 1, 2024 | C$1,500,000 | In progress |
| June 1, 2025 | C$1,500,000 | In progress |
(1) $400,000 must be spent on geophysics, geochemistry, drilling or other mutually agreed program.
The Company has the option to increase its participating interest by an additional 19% to a total of 70% by incurring additional annual E&E expenditures in the amount of C$1,500,000 before each of June 1, 2026, June 1, 2027 and June 1, 2028 and by delivering a pre-feasibility study prior to June 1, 2029.
At Pediment's election, within 120 days of the approval by the joint venture of a feasibility study, the Company will be obligated to provide NGE's portion of any debt financing or arrange for third party financing of NGE's portion of any debt financing required to construct a mine on the project in consideration for the transfer by Pediment to the Company an additional 5% interest in the joint venture.
There are minimum annual royalty payments required by the Company as part of two underlying agreements within the Kelly Creek Project including: (i) the Genesis agreement and (ii) the Hot Pot agreement.
Under the Genesis agreement, the joint venture has the option to purchase 100% of the Genesis claims for $1,500,000 (as adjusted for inflation), subject to a 1.5% net smelter return royalty and the following advance royalty payments:
| October 1, 2020 | $20,000 | Paid |
| October 1, 2021 | $20,000 | Paid |
| October 1, 2022 | $20,000 | Paid |
| October 1, 2023 and every year thereafter | $50,000(1) |
(1) In accordance with the terms of the agreement, the amount will be adjusted for inflation.
Cumulative advanced royalty payments will be credited against royalty payment obligations and the purchase price. The net smelter return royalty can be reduced by 50% to 0.75% upon payment of $750,000 (as adjusted for inflation).
Under the Hot Pot agreement, the Company is subject to the following minimum payments:
| September 16, 2021 | $30,000 | Paid |
| September 16, 2022 | $30,000 | Paid |
| September 16, 2023 and every year thereafter | $30,000 |
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
5. E&E ASSETS (Continued)
Any mineral production on the claims is subject to a 3.0% net smelter return royalty which can be reduced to 2.0% upon payment of $2,000,000. The Hot Pot lease and any additional property within 2.5 miles of the original boundary of the claims is also subject to 1.25% net smelter return royalty in favour of Battle Mountain Gold Exploration Corporation.
Subsequent to March 31, 2023, on May 3, 2023, the Company and Pediment agreed to amend the terms of the option to enter joint venture agreement. Refer to Note 13 for further details.
(b) Fourmile Basin Property (Nevada, USA)
The Company entered into a mineral lease agreement with La Cuesta International, Inc. ("LCI") on the Fourmile Basin Property. Under the terms of the agreement, the Company is subject to the following pre-production payments:
| June 18, 2020 | $25,000 33,333 common shares | Paid Issued |
| December 18, 2020 | $5,000 | Paid |
| June 18, 2021 | $10,000 | Paid |
| December 18, 2021 | $10,000 | Paid |
| June 18, 2022 | $15,000 | Paid |
| December 18, 2022 and every six months thereafter | $20,000 | Paid |
In addition, the Company is required to incur the following minimum E&E expenditures on the property:
| Year 1 from date of agreement | $30,000 | Complete |
| Year 2 to Year 3 from date of agreement | $50,000 | Complete |
The Company is required to pay a production royalty of 2.0% of the net smelter returns for claims 100% owned by LCI and 0.5% of the net smelter returns for third party claims within LCI's area of influence. Payments to LCI totaling $10,000,000 in any combination of pre-production payments, production or minimum royalties will reduce the production royalties by 50% to 1.0% and 0.25%, respectively. Pre-production payments are deductible against future production royalties.
Under the terms of the Fourmile Basin mineral lease agreement, the Company is required to fulfill obligations to NexGen Mining Inc. ("NexGen") which holds certain properties within the Fourmile Basin lease boundary. Under the agreement, the Company is subject to the following cash advanced royalty payments:
| October 24, 2020 | $10,000 | Paid |
| October 24, 2021 | $15,000 | Paid |
| October 24, 2022 | $20,000 | Paid |
| October 24, 2023 and every year thereafter | $25,000 |
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
5. E&E ASSETS (Continued)
The Company is required to incur the following minimum E&E expenditures on the property:
| October 24, 2020 | $5,000 | Complete |
| October 24, 2021 | $10,000 | Complete |
| October 24, 2022 | $15,000 | Complete |
| October 24, 2023 | $20,000 | In progress |
| October 24, 2024 and every year thereafter | $20,000 | In progress |
Any mineral production on the NexGen claims is subject to a 2.0% net smelter return royalty. The net smelter return royalty can be reduced by 1.0% for $250,000 and the remaining 1.0% for $500,000.
Subsequent to March 31, 2023, on April 13, 2023, the Company terminated the mineral lease and option agreement for the Fourmile Basin Property. As a result of the termination of the mineral lease and option agreement, the Company will write-off $860,631 capitalized to the Fourmile Basin Property as of March 31, 2023, and any expenditures incurred subsequent to March 31, 2023, in the second quarter of 2023.
(c) Lone Mountain Property (Nevada, USA)
The Company entered into a mineral lease agreement with 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 | |
| November 1, 2024 | $30,000 | |
| November 1, 2025 and every year thereafter(1) | $30,000 |
(1) Pre-production payments increase by $10,000 every year after November 1, 2025 to a maximum of $200,000.
The Company is required to incur the following minimum E&E expenditures on the property:
| September 1, 2024 | $150,000 | In progress |
| September 1, 2025 | $250,000 | In progress |
| September 1, 2026 | $300,000 | In progress |
| September 1, 2027 | $300,000 | In progress |
| September 1, 2028 | $400,000 | In progress |
| September 1, 2029(1) | $400,000 | In progress |
(1) The work commitment terminates when $1,800,000 has been spent on the property.
Any mineral production on the claims is subject to a 3.0% net smelter return royalty. The net smelter return royalty can be reduced by 0.5% to 2.5% for $2,000,000. The Company has the option to purchase the entire interest in the project, except for the royalty, once there is a discovery of at least 500,000 ounces of gold (or equivalent in other metals) or a pre-feasibility study has been completed. The Company may exercise this option by payment of $2,000,000, reduced by the pre-production payments paid to the date of purchase.
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
5. E&E ASSETS (Continued)
(d) Miller Project (Nevada, USA)
The Company entered into a mineral lease agreement with the option to purchase the Miller Project with Shea Clark Smith and Gregory B. Maynard on February 1, 2021. Under the terms of the agreement, the Company is subject to the following annual lease payments:
| Signing of the lease | $50,000 5,000 common shares | Paid Issued |
| February 1, 2022 | $25,000 | Paid |
| February 1, 2023 | $25,000 | Paid |
| February 1, 2024 and every year thereafter | $30,000(1) |
(1) Lease payments of $30,000 are required every year after February 1, 2024, until a total of $500,000 has been paid.
The Company is required to drill 2,000 meters by November 4, 2023 and an additional 3,000 meters by May 4, 2025.
The Company has the option to purchase the lease outright at any time for $500,000 less cumulative lease payments to the date of purchase. Any mineral production on the claims is subject to a 2.0% net smelter return royalty and third-party claims acquired within the area of influence are subject to a 0.5% net smelter return royalty. The 2.0% net smelter return royalty can be reduced by 50% to 1.0% for $2,000,000.
The Miller Project was recommended to the Company by Bull Mountain Resources, LLC ("BMR"). As a result, the Company is required to make finders' fee payments in accordance with the introductory agent agreement (refer to Note 11).
The Miller Project consists of 117 claims in the original lease agreement and an additional 164 claims which were staked in January 2021 for a total of 281 unpatented lode mining claims covering approximately 23.5 km2. Although the Company had filed the required documentation with the Bureau of Land Management ("BLM") and county officials as required, there was a dispute regarding ownership of 134 newly staked claims and 36 original claims. Management monitored the BLM and county registration sites to confirm whether property maintenance fees were paid on the disputed claims by the contending party. The contending party did not pay the property maintenance fees on the disputed claims when they were due on September 1, 2022.
The Company believes it is probable that a future economic benefit will flow to the Company from this property.
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
5. E&E ASSETS (Continued)
(e) Stockade Mountain Property (Oregon, USA)
The Company entered into a mineral lease and option agreement with BMR to lease a 100% interest in the Stockade Mountain Property. Under the terms of the agreement, the Company is subject to the following pre-production payments:
| May 16, 2022 | $15,000 | Paid |
| November 16, 2022 | $10,000 | Paid |
| May 16, 2023 | $10,000 | |
| November 16, 2023 | $15,000 | |
| May 16, 2024 | $15,000 | |
| November 16, 2024 and every six months thereafter | $25,000 |
The Company is required to incur the following minimum E&E expenditures on the property:
| May 16, 2023 | $30,000 | In progress |
| May 16, 2024 | 2,000 meters of drilling | In progress |
BMR will retain a 2.0% net smelter return royalty on claims owned by BMR and 0.25% net smelter return royalty on third-party claims acquired within the area of influence around the property. Payments to BMR totaling $10,000,000 in any combination of pre-production payments, production or minimum royalties will reduce the production royalties on wholly owned claims by 50% to 1.0%.
6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| March 31, | December 31, | |||||
| 2023 | 2022 | |||||
| Trade payables | $ | 202,345 | $ | 64,600 | ||
| Accrued liabilities | 11,084 | 33,225 | ||||
| $ | 213,429 | $ | 97,825 |
7. SHARE CAPITAL AND OTHER RESERVES
(a) Share capital
At March 31, 2023, the authorized share capital of the Company consisted of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
7. SHARE CAPITAL AND OTHER RESERVES (Continued)
(b) Other reserves
The Company's other reserves consisted of the following:
| March 31, | December 31, | |||||
| 2023 | 2022 | |||||
| Other reserve - Share options | $ | 1,867,065 | $ | 1,781,096 | ||
| Other reserve - Warrants | 277,954 | 263,596 | ||||
| $ | 2,145,019 | $ | 2,044,692 |
(c) Share options
The following table summarizes the changes in share options for the three months ended March 31:
| 2023 | 2022 | |||||||||||
| Number of share options | Weighted average exercise price | Number of share options | Weighted average exercise price | |||||||||
| Outstanding, January 1, | 1,093,333 | $ | 1.67 | 716,663 | $ | 2.37 | ||||||
| Outstanding, March 31, | 1,093,333 | $ | 1.67 | 716,663 | $ | 2.40 | ||||||
The following table summarizes information about share options outstanding and exercisable at March 31, 2023:
| Share options outstanding | Share options exercisable | |||||||||||
| Exercise prices | Number of share options outstanding | Weighted average years to expiry | Number of share options exercisable | Weighted average exercise price | ||||||||
| $0.50 - $1.00 | 460,003 | 4.58 | 114,994 | 0.92 | ||||||||
| $2.01 - $2.50 | 633,330 | 6.95 | 633,330 | $ | 2.22 | |||||||
| 1,093,333 | 5.95 | 748,324 | $ | 2.02 | ||||||||
The total share-based compensation expense for the three months ended March 31, 2023 was $85,969 (2022 - nil) of which $71,642 has been expensed in the statement of loss and comprehensive loss and $14,327 has been capitalized to E&E assets.
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
7. SHARE CAPITAL AND OTHER RESERVES (Continued)
(d) Warrants
The following table summarizes the changes in warrants for the three months ended March 31:
| 2023 | 2022 | ||||||||||||
| Number of warrants | Warrant reserve | Number of warrants | Warrant reserve | ||||||||||
| Outstanding, January 1, | 362,833 | $ | 263,596 | - | $ | - | |||||||
| Transactions during the period: | |||||||||||||
| Value assigned to warrants vested - consultants | - | 14,358 | - | - | |||||||||
| Outstanding, March 31, | 362,833 | $ | 277,954 | - | $ | - | |||||||
8. RELATED PARTY TRANSACTIONS AND BALANCES
Key management includes the Company's directors and officers including its President, Corporate Secretary and Chief Financial Officer ("CFO").
Directors and key management compensation:
| For the three months ended | ||||||
| March 31, | March 31, | |||||
| 2023 | 2022 | |||||
| Management and consulting fees | $ | 108,107 | $ | 2,132 | ||
| Share-based compensation | 71,642 | - | ||||
| Directors' fees | 18,216 | - | ||||
| $ | 197,965 | $ | 2,132 | |||
For the three months ended March 31, 2023, the Company's officers incurred $7,757 (2022 - $2,917) of administration expenses in the normal course of business on behalf of the Company.
For the three months ended March 31, 2023, the Company incurred $19,225 (2022 - nil) with P2 Gold Inc., a related party of the Company, under a CFO shared-services agreement. These expenditures were expensed under management and consulting fees in the statement of loss and comprehensive loss.
As at March 31, 2023, accounts payable and accrued liabilities include $38,494 (December 31, 2022 - $7,568) owed to related parties of the Company for transactions incurred in the normal course of business.
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
9. SUPPLEMENTAL CASH FLOW INFORMATION
The composition of cash and cash equivalents consists of:
| March 31, | December 31, | |||||
| 2023 | 2022 | |||||
| Cash | $ | 357,369 | $ | 630,623 | ||
| Term deposits less than three months | 3,520,527 | - | ||||
| $ | 3,877,896 | $ | 630,623 |
10. FINANCIAL RISK MANAGEMENT
The Company has exposure to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk from its use of financial instruments.
(a) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company's cash flows or value of its financial instruments.
(i) Currency risk
The Company is subject to currency risk on financial instruments that are denominated in currencies that are not the same as the functional currency of the entity that holds them. Exchange gains and losses would impact the statement of loss and comprehensive loss. The Company does not use any hedging instruments to reduce exposure to fluctuations in foreign currency rates.
The Company is exposed to currency risk through cash and cash equivalents, receivables and other, marketable securities and accounts payable and accrued liabilities held in the parent entity which are denominated in CAD.
The following table shows the impact on pre-tax loss of a 10% change in the USD:CAD exchange rate on financial assets and liabilities denominated in CAD, as of March 31, 2023, with all other variables held constant:
| Impact of currency rate change on pre-tax loss | ||||||
| 10% increase | 10% decrease | |||||
| Cash and cash equivalents | $ | 1,033 | $ | (1,033 | ) | |
| Receivables and other | 1,306 | (1,306 | ) | |||
| Marketable securities | 1,451 | (1,451 | ) | |||
| Accounts payable and accrued liabilities | (13,808 | ) | 13,808 | |||
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
10. FINANCIAL RISK MANAGEMENT (Continued)
(ii) Interest rate risk
The Company is subject to interest rate risk with respect to its investments in cash and cash equivalents and short-term investments. The Company's current policy is to invest cash at variable and fixed rates of interest with cash reserves to be maintained in cash and cash equivalents in order to maintain liquidity. Fluctuations in interest rates when cash and cash equivalents and short-term investments mature impact interest and finance income earned.
The impact on pre-tax loss of a 1% change in variable interest rates on financial assets and liabilities as of March 31, 2023, with all other variables held constant, would be nominal.
(b) Credit risk
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its financial assets including cash and cash equivalents and short-term investments.
The carrying amount of financial assets represents the maximum credit exposure:
| March 31, | December 31, | |||||
| 2023 | 2022 | |||||
| Cash and cash equivalents | $ | 3,877,896 | $ | 630,623 | ||
| Short-term investments | 8,060,627 | 11,649,079 | ||||
| $ | 11,938,523 | $ | 12,279,702 |
The Company mitigates its exposure to credit risk on financial assets through investing its cash and cash equivalents and short-term investments with high-credit quality financial institutions. Management believes there is a nominal expected credit loss associated with its financial assets.
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by monitoring actual and projected cash flows and matching the maturity profile of financial assets and liabilities.
The Company has issued surety bonds to support future decommissioning and restoration provisions.
Contractual undiscounted cash flow requirements for contractual obligations as at March 31, 2023 are as follows:
| Carrying amount | Contractual cash flows | Due within 1 year | Due within 2 years | Due within 3 years | |||||||||||
| Accounts payable and accrued liabilities | $ | 213,429 | $ | 213,429 | $ | 213,429 | $ | - | $ | - | |||||
| $ | 213,429 | $ | 213,429 | $ | 213,429 | $ | - | $ | - |
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 Expressed in United States dollars, except for share data |
10. FINANCIAL RISK MANAGEMENT (Continued)
(d) Fair value estimation
The Company's financial assets and liabilities are initially measured and recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs.
The three levels of fair value hierarchy are as follows:
| Level 1: | Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
| Level 2: | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). |
| Level 3: | Inputs for the asset or liability that are not based on observable market data. |
The Company's financial instruments consisting of cash and cash equivalents, short-term investments and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these financial instruments.
Marketable securities are fair valued at each reporting period using NGE's share price on the TSX Venture Exchange.
The following tables present the Company's financial assets and liabilities by level within the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
| As at March 31, 2023 | Carrying value | Fair value | ||||||||||||||
| FVTPL | Amortized cost | Level 1 | Level 2 | Level 3 | ||||||||||||
| Financial assets | ||||||||||||||||
| Cash and cash equivalents | $ | - | $ | 3,877,896 | $ | - | $ | - | $ | - | ||||||
| Short-term investments | - | 8,060,627 | - | - | - | |||||||||||
| Marketable securities | 14,507 | - | 14,507 | - | - | |||||||||||
| $ | 14,507 | $ | 11,938,523 | $ | 14,507 | $ | - | $ | - | |||||||
| As at December 31, 2022 | Carrying value | Fair value | ||||||||||||||
| FVTPL | Amortized cost | Level 1 | Level 2 | Level 3 | ||||||||||||
| Financial assets | ||||||||||||||||
| Cash and cash equivalents | $ | - | $ | 630,623 | $ | - | $ | - | $ | - | ||||||
| Short-term investments | - | 11,649,079 | - | - | - | |||||||||||
| Marketable securities | 16,473 | - | 16,472 | - | 1 | |||||||||||
| $ | 16,473 | $ | 12,279,702 | $ | 16,472 | $ | - | $ | 1 | |||||||
| AUSTIN GOLD CORP. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three months ended March 31, 2023 and 2022 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. The BMR Agreement is currently in effect for the Miller Project, as of February 1, 2021, with the introductory agent fee commitment as follows:
| Within 15 days of acquisition | $5,000 | Paid |
| 6 months after acquisition | $5,000 | Paid |
| 12 months after acquisition | $5,000 | Paid |
| 18 months after acquisition | $5,000 | Paid |
| 24 months after acquisition | $7,500 | Paid |
| 30 months after acquisition | $7,500 | |
| 36 months after acquisition | $10,000 | |
| 42 months after acquisition | $10,000 | |
| 48 months after acquisition and every six months thereafter | $15,000 |
If commercial production is achieved on a property recommended by BMR, the Company shall pay a 0.5% net smelter return royalty on all mineral interests acquired within the area of influence of the mineral property. Introductory agent fees and net smelter return royalty payments totaling $1,000,000 paid by the Company will reduce the net smelter return royalty by 50% to 0.25%.
12. SEGMENTED INFORMATION
Exploration and development of mineral projects is considered the Company's single business segment. All of the Company's E&E assets are located in the USA.
13. SUBSEQUENT EVENTS
(a) Termination of Fourmile Basin Property mineral lease and option agreement
Subsequent to March 31, 2023, on April 13, 2023, the Company terminated the mineral lease and option agreement for the Fourmile Basin Property. As a result of the termination of the mineral lease and option agreement, the Company will write-off $860,631 capitalized to the Fourmile Basin Property as of March 31, 2023, and any expenditures incurred subsequent to March 31, 2023, in the second quarter of 2023 (refer to Note 5b).
(b) Amendment to the joint venture agreement for the Kelly Creek Project
Subsequent to March 31, 2023, on May 3, 2023, the Company and Pediment agreed to amend the terms of the option to enter joint venture agreement. Under the second amendment, the Company may exercise the option to earn a 51% interest in the project by incurring a cumulative total of C$2,500,000 of E&E expenditures on the project by June 30, 2025. This total includes the amount incurred on the project to date, which is $923,757 as of March 31, 2023. To earn an additional 19% interest (for a total of 70% interest for the Company), the Company must spend an additional C$2,500,000 on E&E expenditures with no time limit.