Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): February 26, 2024

AUGUSTA GOLD CORP.

(Exact name of registrant as specified in its charter)

Nevada		000-54653		41-2252162
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Suite 555 - 999 Canada Place, Vancouver, BC, Canada		V6C 3E1
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (604) 687-1717

_____________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement

On February 26, 2024, Augusta Gold Corp. (the “Company”) entered into an unsecured note purchase agreement (the “Purchase Agreement”) with Donald Taylor (the “Lender”) to offer and sell an unsecured promissory note of the Company (the “Note”) in exchange for the Lender loaning the Company US$262,500 (the “Loan”). In connection with the Loan, the Company issued 300,000 warrants (the “Warrants”) to the Lender. Each Warrant is exercisable for one share of the Company’s common stock for a period of five years at an exercise price of C$0.62.

The Loan and the issuance of the Note and the Warrants occurred on February 26, 2024. The Company anticipates using the Loan for general corporate purposes.

The Purchase Agreement contains customary representations and warranties by the Company and the Lender. The Purchase Agreement also contains certain covenants of the Company including maintaining its status as a reporting issuer, maintaining books and records, maintaining its properties, and compliance with laws.

The Note bears interest at a rate of 14% and matures on December 31, 2024.

Under the terms of the Note, the following events constitute an event of default permitting the holder of the Note to exercise remedies including accelerating the payment of the full amount of the Note plus Interest and exercising rights under the Security Agreement, including selling assets of the Company to satisfy obligations under the Note: (i) the Company shall default in the payment of any part of the principal or unpaid accrued interest on the Note for more than five (5) days after the maturity date or at a date fixed by acceleration or otherwise; (b) any representation or warranty made or deemed made by the Company in the Purchase Agreement or in the Security Agreement is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made; (c) the Company fails to observe or perform (a) any covenant, condition or agreement contained in Section 3 or (b) any other covenant, obligation, condition or agreement contained in the Loan Documents and such failure continues for 30 days; (d) the Company fails to pay when due any of its material debts (other than debts arising under this Note) or any interest or premium thereon when due (whether by scheduled maturity, acceleration, demand or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such debt; (e) one or more judgments or decrees in an amount exceeding in the aggregate $1,000,000 shall be entered against the Company or its subsidiaries and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; (f) the Company shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition for bankruptcy, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Company in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company, or of all or any substantial part of the properties of the Company, or the Company or its respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Company; or (g) within sixty (60) days after the commencement of any proceeding against the Company seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within sixty (60) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, such appointment shall not have been vacated.

The Company paid the Lender an origination fee of US$12,500 on the closing of the issuance of the Note and Warrant Certificate pursuant to the Purchase Agreement.

The above is a summary of the material terms of the Purchase Agreement and the Note and is qualified in its entirety by the complete terms and conditions of such agreements, which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities

The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02. The Warrants were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended based in part of the representations and warranties of Mr. Taylor contained in the Purchase Agreement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Name

10.1		Unsecured Promissory Note Purchase Agreement with Donald Taylor

10.2		Unsecured Promissory Note with Donald Taylor

10.3		Warrant certificate with Donald Taylor

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirement 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.

	AUGUSTA GOLD CORP.

Date: March 1, 2024	By:	/s/ Tom Ladner
	Name:	Tom Ladner
	Title:	VP Legal

Exhibit 10.1

AUGUSTA GOLD CORP.

UNSECURED PROMISSORY NOTE PURCHASE AGREEMENT

This Unsecured Promissory Note Purchase Agreement (the “Agreement”) is effective as of February 26, 2024 (the “Effective Date”) and executed by and among Augusta Gold Corp., a Nevada corporation (the “Company”), and Donald Taylor (the “Purchaser”).

Recital

WHEREAS, to provide the Company with additional working capital to conduct its business, the Purchaser is willing to loan to the Company up to an aggregate amount of US$262,500 subject to the conditions set forth herein.

Agreement

Now, Therefore, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and the Purchaser, intending to be legally bound, hereby agree as follows:

1.            Amount and Terms of the Loan

1.1            The Loan. Subject to the terms of this Agreement, the Purchaser agrees to lend to the Company at the Closing (as hereinafter defined) the amount of US$262,500 (the “Loan Amount”) against the issuance and delivery by the Company of an unsecured promissory note for such amount, in the form attached hereto as Exhibit A (the “Note”) and a warrant certificate in the form attached hereto as Exhibit B registered in the name of the Purchaser in the amount of 300,000 warrants (the “Warrants”), with each Warrant entitling the holder to purchase one share of common stock of the Company at a price of C$0.62 for a period of five years from the date of Closing (the “Warrant Certificate”).

2.            Closing and Delivery

2.1            Closing. The sale and purchase of the Note (the “Closing”) shall be held on the Effective Date or at such other date and time as the Company and Purchaser may mutually agree (such date is hereinafter referred to as the “Closing Date”).

2.2            Delivery. At the Closing: (a) the Purchaser shall deliver to the Company a certified check or wire transfer of immediately available funds in the amount of the Loan Amount less an origination fee of $12,500 (the “Origination Fee”); and (b) the Company shall issue and deliver to the Purchaser the Note and the Warrant Certificate.

2.3            Closing Conditions.

(a)            Company Closing Conditions. The obligation of the Company to sell the Note and issue the Warrant Certificate is subject to the following conditions:

(i)            the Company having obtained all required corporate, regulatory, stock exchange and third party consents necessary for the execution and delivery of the Note and the Warrant Certificate;

(ii)           the purchase of the Note and the Warrants by the Purchaser shall be legally permitted by all applicable laws to which the Company and the Purchaser, each of their respective subsidiaries, are subject, and all authorizations, approvals or permits of, or filings with, any governmental body that are required by applicable law in connection with the lawful sale and issuance of the Note by the Company shall have been duly obtained by the Company and shall be effective; and

(iii)          the representations and warranties of the Purchaser contained herein shall be true and correct at the Closing Date and the Purchaser shall have performed and complied with all terms, covenants, agreements and conditions to be performed or complied with by it at or prior to the Closing Date.

The foregoing conditions are for the exclusive benefit of the Company, provided that any of the said conditions may be waived in writing in whole or in part by the Company without prejudice to the Company’s right of rescission in the event of the non-fulfilment and/or non-performance of any other conditions, any such waiver to be binding on the Company only if in writing.

(b)            Purchaser Closing Conditions. The obligations of the Purchaser to purchase the Note and the Warrants and pay the Loan Amount to the Company are subject to the following conditions:

(i)            the Company shall have completed all necessary steps and all necessary proceedings shall have been taken to authorize the issuance of the Note;

(ii)           the purchase of the Note by the Purchaser shall be legally permitted by all applicable laws to which the Company and the Purchaser, each of their respective subsidiaries, are subject, and all authorizations, approvals or permits of, or filings with, any governmental body that are required by applicable law in connection with the lawful sale and issuance of the Note by the Company shall have been duly obtained by the Company and shall be effective;

(iii)          the representations and warranties of the Company contained herein shall be true and correct at the Closing Date and the Company shall have performed and complied with all terms, covenants, agreements and conditions to be performed or complied with by it at or prior to the Closing Date; and

The foregoing conditions are for the exclusive benefit of the Purchaser, provided that any of the said conditions may be waived in writing in whole or in part by the Purchaser without prejudice to the Purchaser’s right of rescission in the event of the non-fulfilment and/or non-performance of any other conditions, any such waiver to be binding on the Purchaser only if in writing.

3.            Representations, Warranties the Company

The Company hereby represents and warrants to the Purchaser as of the Closing as follows:

3.1            Organization, Good Standing and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. The Company has the requisite corporate or company power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation or company in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

3.2            Company Power. The Company has all requisite corporate power to execute and deliver this Agreement and to issue the Note and the Warrant Certificate(collectively, the “Loan Documents”) and to carry out and perform its obligations under the terms of the Loan Documents.

3.3            Authorization. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization of the Loan Documents and the execution, delivery and performance of all obligations of the Company under the Loan Documents, including the issuance and delivery of the Note and the execution and delivery of the Warrant Certificate and payment of the Origination Fee, has been taken. The Loan Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.

3.4            Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any third parties or governmental authority, required on the part of the Company in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Note, or the consummation of any other transaction contemplated hereby will have been obtained and will be effective at such time as required by such third party or governmental authority.

3.5            Compliance with Laws. To its knowledge, the Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect the business, assets, liabilities, financial condition or operations of the Company.

3.6            Compliance with Other Instruments. The Company is not in violation or default of any term of its certificate of incorporation or organization, or bylaws or operating agreement, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violations that would not individually or in the aggregate have a material adverse effect on the Company. The execution, delivery and performance of the Loan Documents, and the consummation of the transactions contemplated by the Loan Documents will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, their business or operations or any of their assets or properties. The issuance of the Note is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

3.7            Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Note are and will be exempt from the registration and prospectus delivery requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.

3.8            Use of Proceeds. The Company shall use the proceeds of sale and issuance of the Note for general corporate purposes.

3.9            No Bad Actor Events. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) under the Securities Act is applicable to the Company or any owner, manager or officer of the Company.

4.            Representations and Warranties of the Purchaser

4.1            Company Power. The Purchaser has all requisite authority to execute and deliver this Agreement, to purchase the Note and the Warrants and to carry out and perform his obligations under the terms of the Loan Documents.

4.2            Authorization. All corporate action on the part of the Purchaser necessary for the authorization of the Loan Documents and the execution, delivery and performance of all obligations of the Purchaser under the Loan Documents has been taken. The Loan Documents, when executed and delivered by the Purchaser, shall constitute valid and binding obligations of the Purchaser enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.

4.3            Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any third parties or governmental authority, required on the part of the Purchaser in connection with the valid execution and delivery of this Agreement, the purchase of the Note or the consummation of any other transaction contemplated hereby will have been obtained and will be effective at such time as required by such third party or governmental authority.

4.4            Compliance with Laws. To his knowledge, the Purchaser is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof which violation would prevent the consummation of the transactions contemplated in the Loan Documents.

4.5            Purchase for Own or Account. The Purchaser represents that it: (a) is acquiring the Note and the Warrants solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Note or the Warrants or any part thereof; (b) has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same; and (c) does not presently have reason to anticipate a change in such intention.

4.6            Information and Sophistication. Without lessening or obviating the representations and warranties of the Company set forth in Section 3, the Purchaser hereby: (a) acknowledges that it has received all the information that it has requested from the Company and that it considers necessary or appropriate for deciding whether to acquire the Note and the Warrants; and (b) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Note and the Warrants and to obtain any additional information necessary to verify the accuracy of the information given to the Purchaser.

4.7            Ability to Bear Economic Risk. The Purchaser acknowledges that investment in the Note and the Warrants involves a high degree of risk and represents that it is able, without materially impairing its financial condition, to hold the Note for its duration and to suffer a complete loss of its investment. The Purchaser acknowledges that the Purchaser may suffer a complete loss of its investment in the Company.

4.8            Restricted Securities. The Purchaser acknowledges that the Note must be held indefinitely for its duration unless subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser acknowledges that it has been advised that the Note is deemed to be a “restricted security” as defined in Rule 144(a)(3) of the Securities Act and the Note will bear a legend in substantially the following form:

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND, IF REQUESTED BY THE COMPANY, THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT.

The Note will also bear a legend in substantially the following form:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 26, 2024.

4.9            Accredited Investor Status. The Purchaser is an “accredited investor” as such term is defined in Rule 501 under the Securities Act.

4.10          No Registration. The Purchaser understands that the Note, has not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent of the Purchaser and the accuracy of the Purchaser’s representations as expressed herein or otherwise made pursuant hereto. The Purchaser acknowledges and understands that the Company is under no obligation to register the Notes.

4.11          No General Solicitation or General Advertising. The Purchaser acknowledges that the Note was not offered to the Purchaser by means of any form of “general solicitation” or “general advertising” (as such terms are used in Regulation D under the Securities Act), or publicly disseminated advertisements or sales literature, including, but not limited to: (a) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio or the internet; or (b) any seminar or meeting to which the Purchaser was invited by any of the foregoing means of communications. The Purchaser, in making the decision to purchase the Note, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties.

4.12          Investment Experience. The Purchaser has substantial experience in evaluating and investing in companies similar to the Company and acknowledges that: (a) it can protect its own interests; and (b) it has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Company, whether by reason of its own business and financial expertise, the business and financial expertise of certain professional advisors unaffiliated with the Company with whom such Purchaser may have consulted, or such Purchaser’s preexisting business or personal relationship with the Company or any of its officers, managers or controlling persons.

4.13          No Public Market. The Purchaser understands and acknowledges that no public market now exists for the Note issued by the Company and that the Company has made no assurances that a public market will ever exist for the Note.

4.14          No Offering Memorandum. The Purchaser has not received and has not been provided with documents that may be construed as an “offering memorandum” under applicable securities legislation, and that the decision to enter into this Agreement and purchase the Note has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company except as set forth in this Agreement.

4.15          PATRIOT Act. The Purchaser represents that the funds representing its purchase of the Note hereunder that will be advanced by such Purchaser to the Company hereunder are not proceeds of crime as defined in the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Purchaser acknowledges that the Company may in the future be required by law to disclose the Purchaser’s name and other information relating to this Agreement and the Purchaser’s purchase hereunder, on a confidential basis, pursuant to the PATRIOT Act. To the best of the Purchaser’s knowledge (a) none of the funds to be provided by the Purchaser hereunder (i) have been or will be derived from or related to any activity that is deemed criminal under the law of the United States of America or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Purchaser, and (b) the Purchaser shall promptly notify the Company if the Purchaser discovers that any of such representations ceases to be true and provide the Company with appropriate information in connection therewith.

4.16          Tax Advisors; Tax Elections. The Purchaser has reviewed with the Purchaser’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

5.            Covenants of the Company

5.1            Securities Filings. The Company will, within the required time, file with any applicable securities agency, any documents, reports and information, in the required form, required to be filed by applicable securities laws in connection with the issuance of the Note, together with any applicable filing fees and other materials.

5.2            Reporting Issuer. The Company will continue to be a reporting issuer in good standing in British Columbia, and the Company will cause its Common Shares to continue to be listed for trading on the TSX or quoted on the OTC.

5.3            Books and Records. The Company will maintain and cause each Subsidiary to maintain, complete and accurate books and records, permit, and cause each subsidiary to permit, the Purchaser to have access to such books and records permit, and cause each subsidiary to permit, the Purchaser to have access to such books and records, and permit, and cause each subsidiary to permit, the Purchaser to inspect the properties and operations of the Company and each subsidiary on reasonable advance notice and during normal business hours.

5.4            Maintenance of Properties. Except to the extent that failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each Subsidiary shall (i) preserve, renew and maintain in full force and effect its legal existence under the laws of the jurisdiction of its organization; (ii) take all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits and franchises necessary or desirable in the normal conduct of its business; and (iii) maintain, preserve and protect all of its material tangible or intangible properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and fire, casualty or condemnation excepted. As used herein, “Material Adverse Effect” means any change, effect, event, situation or condition that is materially adverse to the business, results or operations, properties or financial condition of the Company and its subsidiaries taken as a whole; provided, however, that in determining whether there has been a “Material Adverse Effect”, any adverse effect attributable to the following shall be disregarded: (a) events, changes, developments, conditions or circumstances in worldwide, national or local conditions or circumstances (political, economic, regulatory or otherwise) that adversely affect the Company’s industry generally unless there is a disproportionate adverse impact on Company or its subsidiaries, (b) an outbreak or escalation of war, armed hostilities, acts of terrorism, political instability or other national calamity, crisis or emergency, or any governmental response to any of the foregoing, in each case, whether occurring within or outside of Canada or the United States unless there is a disproportionate adverse impact on Company or its subsidiaries, (c) any change in law or accounting policies (and any changes resulting therefrom) unless there is a disproportionate adverse impact on Company or its subsidiaries or (d) any action or omission of the Company taken with the prior written consent of the Purchaser.

5.5            Compliance with Laws. The Company shall comply with the requirements of all laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

6.            Further Agreements

Each party agrees and covenants that at any time and from time to time it will promptly execute and deliver to the other party such further instruments and documents and take such further action as the other party may reasonably require in order to carry out the full intent and purpose of this Agreement and to comply with state or federal securities laws or other regulatory approvals.

7.            Miscellaneous

7.1            Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

7.2            Governing Law. This Agreement shall be governed by and construed under the laws of the State of Nevada without giving effect to conflicts of laws principles. FURTHER, BOTH THE COMPANY AND THE PURCHASER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION TO ENFORCE THIS NOTE.

7.3            Counterparts. This Agreement may be executed concurrently in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterpart signatures of this Agreement that are delivered by facsimile or other electronic means shall have the same force and effect as original signatures.

7.4            Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.5            Notices. All notices, payments, demands or communications required or permitted to be given by any provision of this Agreement shall be in writing and shall be deemed to be delivered, given and received for all purposes (a) as of the date and time of actual receipt, in the case of notices delivered personally; (b) one calendar day after deposit with a nationally recognized overnight delivery service; (c) if sent by electronic mail or facsimile, upon confirmed receipt by recipient; or (d) five calendar days after deposit in registered or certified United States mail return receipt requested, as applicable. If not emailed or faxed, such notices, payments, demands or communications shall be delivered personally to the recipient or to an officer of the recipient to whom the same is directed, or sent by registered or certified United States mail return receipt requested, or by nationally recognized overnight delivery service, addressed at the addresses specified on the signature page hereto or to such other address as may be specified from time to time by notice to parties hereto.

All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing, in each case to the address specified below or to such other address as such party may from time to time specify in writing in compliance with this provision:

(i)            If to the Company:

Augusta Gold Corp.
Suite 555 – 999 Canada Place
Vancouver, British Columbia
V6C 3E1

Attention:           Tom Ladner
E-mail:                 tladner@augustacorp.com

(ii)            If to the Purchaser:

Donald Taylor

Suite 555 – 999 Canada Place
Vancouver, British Columbia
V6C 3E1

Attention:           Donald Taylor

Email:                  dtaylor@titanminingcorp.com

7.6            Modification; Waiver. Any modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective only upon the written consent of the Company and the Purchaser. Any provision of the Notes may be amended or waived by the written consent of the Company and the Purchaser.

7.7            Expenses. The Company and the Purchaser shall each bear its respective expenses and legal fees incurred with respect to this Agreement and the transactions contemplated herein.

7.8            Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Purchaser, upon any breach or default of the Company under the Loan Documents shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by the Purchaser of any breach or default under this Agreement, or any waiver by the Purchaser of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to the Purchaser, shall be cumulative and not alternative.

7.9            Interpretation. For purposes of this Agreement (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context otherwise requires, references herein: (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

7.10          Entire Agreement. This Agreement and the other Loan Documents constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein or therein.

7.11          Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.

[Signature Page Follows]

In Witness Whereof, the parties have executed this Unsecured Promissory Note Purchase Agreement as of the date first written above.

	Augusta Gold Corp.

	By:
	Name:
	Title:

	Purchaser:



	DONALD TAYLOR

[Signature Page to Secured Promissory Note Purchase Agreement of Augusta Gold Corp.]

Exhibit A

Note

Exhibit B

Warrant Certificate

Exhibit 10.2

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 26, 2024.

US$262,500

February 26, 2024

AUGUSTA GOLD CORP.
UNSECURED PROMISSORY NOTE

For value received, Augusta Gold Corp., a Nevada corporation (the “Company”), promises to pay to Donald Taylor or his assigns (the “Lender”), the principal sum of US$262,500, together with all accrued and unpaid interest thereon as set forth below.

This Note shall be unsecured. All capitalized terms not defined and used herein shall have the meaning as defined in the Unsecured Promissory Note Purchase Agreement dated February 26, 2024 (the “Purchase Agreement”).

The Purchase Agreement and this Note issued pursuant thereto are collectively referred to herein as the “Loan Documents.” As used herein, “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

1.             Principal and Interest. The entire unpaid balance of principal and all accrued and unpaid interest shall be due and payable on the Maturity Date (the “Term”). The “Maturity Date” shall be the earlier of (i) December 31, 2024, and (ii) the date that is one Business Day following the date on which the Company closes its next financing transaction or the last in a series of financing transactions where the cumulative, aggregate net proceeds of such financing or series of financings are sufficient to pay the Company’s other indebtedness and the obligations under this Note. During the Term, interest on the unpaid principal balance of this Note shall accrue at a rate of 14%. Interest will be calculated per each calendar month (pro rated for the portion of the first calendar month in which this Note is issued and for any portion of a month in which the Maturity Date occurs from the beginning of such month through and including the Maturity Date) to be calculated in arrears on the first day of each calendar month for the preceding calendar month or on the Maturity Date (the “Interest Calculation Date”). All computations of interest at the Prime Plus Rate shall be made on the basis of a year of 365 days for the actual number of days elapsed in each calendar month for which interest is being calculated. Notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law.

2.             Payment. The Company may prepay this Note in whole or in part at any time. All payments of interest and principal shall be in lawful money of the United States of America no later than 12:00 PM New York Time on the date on which such payment is due. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Payment of principal and interest hereunder shall be made by check delivered to the Lender at the address furnished to the Company for that purpose or by wire transfer of immediately available funds to an account designated in writing by the Lender to the Company. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest payable under this Note.

Notwithstanding the foregoing, in the event of (a) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, (b) any consolidation, merger or sale of all or substantially all of the assets of the Company, or (c) any transfer of more than fifty percent (50%) of the voting power of the Company, in each case prior to the Maturity Date, other than involving a transaction with a person who controls, is controlled by or is under common control with the Company, the Lender shall be entitled to receive in cash upon such event the principal amount plus the amount of any interest accrued on this Note through to the date of such event, such payment to be made no later than the Business Day immediately following the consummation of such event.

3.                 Covenants. Until all amounts in this Note have been paid in full, the Company:

(a)               shall comply with the covenants of the Company set forth in Section 5 of the Purchase Agreement and Section 5 of the Security Agreement;

(b)               shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings, and reserves in conformity with GAAP with respect thereto have been provided on its books;

(c)                shall as soon as possible and in any event within two (2) Business Days after it becomes aware that an Event of Default has occurred, notify the Lender in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default;

(d)                shall not enter into any business, directly or indirectly, except for those businesses in which the Borrower is engaged on the date of this Note or that are reasonably related thereto;

(e)                shall not permit the equity interests of any subsidiary of the Company to be owned by any person other than the Company or a wholly-owned subsidiary of the Company;

(f)                  shall not use the proceeds of this Note for any other purpose other than those set forth in Section 3.8 of the Purchase Agreement;

4.                 Default. The following events shall be considered “Events of Default”:

(a)                the Company shall default in the payment of any part of the principal or unpaid accrued interest on this Note for more than five (5) days after the Maturity Date or at a date fixed by acceleration or otherwise;

(b)                any representation or warranty made or deemed made by the Company to the Lender herein, in the Purchase Agreement or in the Security Agreement is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made;

(c)                the Company fails to observe or perform (a) any covenant, condition or agreement contained in Section 3 or (b) any other covenant, obligation, condition or agreement contained in the Loan Documents and such failure continues for 30 days;

(d)                the Company fails to pay when due any of its material debts (other than debts arising under this Note) or any interest or premium thereon when due (whether by scheduled maturity, acceleration, demand or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such debt;

(e)                one or more judgments or decrees in an amount exceeding in the aggregate $1,000,000 shall be entered against the Company or its subsidiaries and such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof;

(f)                  the Company shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition for bankruptcy, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Company in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company, or of all or any substantial part of the properties of the Company, or the Company or its respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Company; or

(g)               within sixty (60) days after the commencement of any proceeding against the Company seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within sixty (60) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, such appointment shall not have been vacated.

5.             Remedies. Upon the occurrence of an Event of Default, at the option and upon the declaration of the Lender, the entire unpaid principal and accrued and unpaid interest on the Notes shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and the Lender may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under the Note and exercise any and all other remedies granted to them under the Loan Documents, at law, in equity or otherwise.

6.             Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor. No failure to exercise and no delay in exercising on the part of the Lender, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

7.             Costs and Fees. The Company agrees to pay the Lender’s reasonable costs in collecting and enforcing this Note upon and during the continuance of any Event of Default, including reasonable attorneys’ fees.

8.             Amendments and Waivers; Resolutions of Disputes; Notice. The amendment or waiver of any terms of this Note, the resolution of any controversy or claim arising out of or relating to this Note and any provision of notice shall be conducted pursuant to the terms of the Purchase Agreement.

9.             Notices. All notices under this Note shall be given pursuant to the provisions of Section 7.5 of the Purchase Agreement.

10.           Assignment. Neither party may assign or transfer this Note without the express written consent of the other party; provided however, the Lender may assign or transfer this Note to any affiliated entity of the Lender without the prior written consent of the Company. This Note shall inure to the benefit of, and be binding upon, the parties and their permitted assigns.

11.           USA PATRIOT Act. The Company hereby notifies the Lender that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify, and record information that identifies the Lender, which information includes the name of the Lender and other information that will allow the Company to identify the Lender in accordance with the US PATRIOT Act, and the Lender agrees to provide such information from time to time to the Company.

12.           Interpretation. For purposes of this Note (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Note as a whole. The definitions given for any defined terms in this Note shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context otherwise requires, references herein: (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Note shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

13.          Miscellaneous. This Note shall be governed by and construed under the laws of the State of Delaware. FURTHER, BOTH THE COMPANY AND THE LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION TO ENFORCE THIS NOTE.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has executed this Note as of the date set forth above.

	AUGUSTA GOLD CORP.

	By:
	Name:
	Its:

Signature Page to Augusta Gold Corp. Unsecured Promissory Note

Exhibit 10.3

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 26, 2024.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 OR RULE 144A THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND IN THE CASE OF (B), (C) OR (D) THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE U.S. SECURITIES ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE, OR AN EXEMPTION OR EXCLUSION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.

WARRANT CERTIFICATE

AUGUSTA GOLD CORP.

(a Nevada corporation)

Void After

February 26, 2029

WARRANT CERTIFICATE NO. 2024-02-01

300,000 COMMON STOCK PURCHASE WARRANTS

THIS IS TO CERTIFY THAT for value received Donald Taylor (the “Holder”) has the right to purchase in respect of each whole warrant (a “Warrant”, and collectively, the “Warrants”) represented by this Warrant Certificate or by a replacement certificate, at any time up to 5:00 p.m. (Vancouver time) on February 26, 2029 (the “Expiry Date”) one fully paid and non-assessable share of common stock, par value $0.0001 (a “Common Share”, and collectively, the “Common Shares” and which terms shall include any shares or other securities to be issued in addition thereto or in substitution or replacement therefor as provided herein) of AUGUSTA GOLD CORP. (the “Company”), a Nevada corporation, as constituted on the date hereof at a purchase price (the purchase price in effect from time to time being called the “Exercise Price”) of CAD$0.62 per Common Share, subject to adjustment as provided herein.

The Company agrees that the Common Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued to the Holder as of the close of business on the date on which this Warrant Certificate shall have been surrendered along with a properly completed and executed Subscription Form (as defined below, and including any accompanying documentation as required in the Subscription Form) and payment made for such Common Shares as aforesaid.

Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase any Common Shares at any time after the Expiry Date and from and after the Expiry Date the Warrants and all rights under this Warrant Certificate shall be void and of no value.

1.             Exercise of Warrants

In the event that the Holder desires to exercise the right to purchase Common Shares conferred hereby, the Holder shall (i) complete in the manner indicated and execute a subscription form (the “Subscription Form”) in substantially the form attached as Schedule A to this Warrant Certificate, (ii) surrender this Warrant Certificate to the Company in accordance with Section 12, and (iii) pay the amount payable on the exercise of such Warrants in respect of the Common Shares subscribed for by wire transfer or electronic funds transfer, certified cheque, bank draft or money order in lawful money of Canada payable to the Company. Upon such surrender and payment as aforesaid, the Holder shall be deemed for all purposes to be the holder of record of the number of Common Shares to be so issued and the Holder shall be entitled to delivery of a certificate or certificates representing such Common Shares and the Company shall cause such certificate or certificates to be delivered to the Holder at the address specified in the Subscription Form after such surrender and payment as aforesaid.

2.             No Requirement to Issue Fractional Shares

No fractional Common Shares will be issuable upon any exercise of the Warrants and the Holder will not be entitled to any cash payment or compensation in lieu of a fractional Common Share. Instead the number of Common Shares issuable upon exercise of the Warrants will be rounded to the nearest whole number of Common Shares.

3.             No U.S. Registration

These Warrants and the Common Shares issuable upon exercise hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any applicable securities laws of any state of the United States and these Warrants may not be exercised, in whole or in part, by or on behalf of a U.S. Person or person within the United States and the Common Shares may not be delivered to an address in the United States unless the Warrants and the Warrant Shares issuable upon exercise hereof have been registered under the U.S. Securities Act and any applicable securities laws of any state of the United States or unless an exemption from such registration requirements is available.

Each holder of Warrants must represent to the Company that either (i) they are not a U.S. Person, are not exercising the Warrants on behalf of a U.S. Person and otherwise meet the conditions for a “offshore transaction” under Regulation S under the U.S. Securities Act or (ii) the exercise of the Warrants and delivery of the Common Shares is registered under the U.S. Securities Act or exempt from such registration requirements and has delivered to the Company and its transfer agent evidence thereof, including an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company and its transfer agent to such effect. As used herein, the terms “United States” and “U.S. Person” have the meaning assigned to them in Regulation S under the U.S. Securities Act.

4.             Exercise in Whole or in Part

The Holder may from time to time subscribe for and purchase any lesser number of Common Shares than the aggregate number of Common Shares which this Warrant Certificate entitles the Holder to subscribe for. In the event that the Holder subscribes for and purchases any such lesser number of Common Shares prior to the Expiry Date, the Holder shall be entitled to receive a replacement certificate representing the unexercised balance of the Warrants.

5.             No Rights of Shareholder Until Exercise

The holding of the Warrants shall not constitute the Holder a shareholder of the Company nor entitle the Holder to any right or interest in respect thereof except as expressly provided in this Warrant Certificate.

6.             Legends on Common Shares

Any certificate representing Common Shares issued upon the exercise of the Warrants before June 26, 2024 shall bear the following legend:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 26, 2024."

provided that at any time subsequent to June 26, 2024 any certificate representing such Common Shares may be exchanged for a certificate bearing no such legend.

In addition, all certificates representing Common Shares issued upon the exercise of the Warrants must bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 OR RULE 144A THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND IN THE CASE OF (B), (C) OR (D) THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE U.S. SECURITIES ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

In addition, for as long as the certificate representing Common Shares issued upon the exercise of the Warrants includes any of the above legends, it shall also bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE "TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX."

7.             Transferability

The Warrants evidenced hereby shall not be assignable or transferable by the Holder.

8.             Covenants, Representations and Warranties

The Company represents, warrants and covenants with the Holder that so long as any Warrants remain outstanding and may be exercised:

(a)

The Company will at all times maintain its existence and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, and will keep or cause to be kept proper books of account in accordance with applicable law;

(b)

The Company shall at all times reserve and keep available out of its authorized Common Shares solely for the purpose of issue upon exercise of the Warrants as provided herein, and issue to the Holder such number of Common Shares as shall then be issuable upon the exercise of the Warrants;

(c)

All Common Shares which shall be issuable upon exercise of the Warrants and payment therefor in accordance with the terms herein shall be duly and validly issued as fully paid and non-assessable, free and clear of all taxes, liens and charges with respect to the issue thereof; and

(d)

This Warrant Certificate is a valid and enforceable obligation of the Company, enforceable in accordance with the provisions hereof.

9.             Adjustments

From and after the date hereof, the Exercise Price and the number of Common Shares deliverable upon the exercise of the Warrants will be subject to adjustment as follows:

(a)

In case of any reclassification of the Common Shares or change of the Common Shares into other shares, or in case of the consolidation, arrangement, merger, reorganization or amalgamation of the Company with or into any other company or entity which results in any reclassification of the Common Shares or a change of the Common Shares into other shares, or in case of any transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another person (any such event, a "Reclassification of Common Shares"), at any time on or prior to the Expiry Date, the Holder shall, after the effective date of such Reclassification of Common Shares and upon exercise of the right to purchase Shares hereunder, be entitled to receive, and shall accept, in lieu of the number of Common Shares to which the Holder was theretofore entitled upon such exercise, the kind and amount of shares and other securities or property which the Holder would have been entitled to receive as a result of such Reclassification of Common Shares if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which the Holder was theretofore entitled upon such exercise. If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this section with respect to the rights and interests thereafter of the Holder in order that the provisions set forth in this section shall thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants evidenced hereby.

(b)           If and whenever at any time on or prior to the Expiry Date the Company shall:

(i)

subdivide the Common Shares into a greater number of shares;

(ii)

consolidate the Common Shares into a lesser number of shares; or

(iii)

issue Common Shares, Participating Shares or Convertible Securities (both such terms as defined below in paragraph (g)) to all or substantially all of the holders of Common Shares by way of a stock dividend or other distribution on the Common Shares payable in Common Shares, Participating Shares or Convertible Securities;

(any such event, a "Capital Reorganization") and any such event results in an adjustment in the Exercise Price pursuant to paragraph (c), the number of Common Shares purchasable pursuant to the Warrants evidenced hereby shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(c)

If and whenever at any time on or prior to the Expiry Date, the Company shall undertake a Capital Reorganization, the Exercise Price shall, on the effective date, in the case of a subdivision or consolidation, or on the record date, in the case of a stock dividend, be adjusted by multiplying the Exercise Price in effect on such effective date or record date by a fraction: (A) the numerator of which shall be the number of Common Shares and Participating Shares outstanding immediately before giving effect to such Capital Reorganization; and (B) the denominator of which is the number of Common Shares and Participating Shares outstanding immediately after giving effect to such Capital Reorganization. The number of Common Shares and Participating Shares outstanding shall include the deemed conversion into or exchange for Common Shares or Participating Shares of any Convertible Securities distributed by way of stock dividend or other such distribution. Such adjustment shall be made successively whenever any event referred to in this paragraph shall occur.

(d)

Any issue of Common Shares, Participating Shares or Convertible Securities by way of a stock dividend or other such distribution shall be deemed to have been made on the record date thereof for the purpose of calculating the number of outstanding Common Shares under paragraphs (e) and (f).

(e)

If and whenever at any time on or prior to the Expiry Date, the Company shall fix a record date for the issuance of rights, options or warrants (other than the Warrants evidenced hereby) to all or substantially all the holders of Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares, Participating Shares or Convertible Securities at a price per share (or having a conversion or exchange price per share) of less than 95% of the Current Value (as defined below) of the Common Shares on such record date (any such event, a "Rights Offering"), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i)

the numerator of which shall be the aggregate of: (A) the number of Common Shares outstanding on such record date; and (B) a number determined by dividing whichever of the following is applicable by the Current Value (as hereinafter defined) of the Common Shares on the record date: (1) the amount obtained by multiplying the number of Common Shares or Participating Shares which the holders of Common Shares are entitled to subscribe for or purchase by the subscription or purchase price; or (2) the amount obtained by multiplying the maximum number of Common Shares or Participating Shares which the holders of Common Shares are entitled to receive on the conversion or exchange of the Convertible Securities by the conversion or exchange price per share; and

(ii)

the denominator of which shall be the aggregate of: (A) the number of Common Shares outstanding on such record date; and (B) whichever of the following is applicable: (1) the number of Common Shares or Participating Shares which the holders of Common Shares are entitled to subscribe for or purchase; or (2) the maximum number of Common Shares or Participating Shares which the holders of Common Shares are entitled to receive on the conversion or exchange of the Convertible Securities.

Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed.

To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.

(f)           If and whenever at any time on or prior to the Expiry Date, the Company shall fix a record date for the distribution to all or substantially all the holders of Common Shares of:

(i)

shares of any class, whether of the Company or any other company;

(ii)

rights, options or warrants; or

(iii)

evidences of indebtedness;

and if such distribution does not constitute a Capital Reorganization or a Rights Offering or does not consist of rights, options or warrants entitling the holders of Common Shares to subscribe for or purchase Common Shares, Participating Shares or Convertible Securities for a period expiring not more than 45 days after such record date and at a price per share (or having a conversion or exchange price per share) of at least 95% of the Current Value of the Common Shares on such record date (any such non-excluded event, a “Special Distribution”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction: (A) the numerator of which shall be the amount by which (1) the amount obtained by multiplying the number of Common Shares outstanding on such record date by the Current Value of the Common Shares on such record date, exceeds (2) the aggregate fair market value (as determined by the external auditors of the Company, which determination shall be conclusive, subject to approval by the Toronto Stock Exchange if the Common Shares are then listed thereon) to the holders of such Common Shares of such Special Distribution; and (B) the denominator of which shall be the total number of Common Shares outstanding on such record date multiplied by such Current Value.

To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.

(g)

For the purpose of this Warrant: (i) “Participating Share” means a share (other than a Common Share) that carries the right to participate in earnings to an unlimited degree; and (ii) “Convertible Security” means a security convertible into or exchangeable for a Common Share or a Participating Share or both.

(h)

No adjustment pursuant to this Warrant Certificate shall be made in respect of dividends (payable in cash, Common Shares or Participating Shares) declared payable on the Common Shares in any fiscal year of the Company to the extent that the aggregate value of such dividends, when aggregated with the aggregate value of any dividends previously declared payable on the Common Shares in such fiscal year, do not exceed 50% of the aggregate consolidated net income of the Company, before extraordinary items, for its immediately preceding fiscal year.

(i)

In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Company may defer, until the occurrence of such event, issuing to the Holder, upon the exercise of the Warrants evidenced hereby after such record date and before the occurrence of such event, the additional Common Shares or securities or other property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the Holder's right to receive such additional Common Shares or securities or other property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on any such additional Common Shares or securities or other property on and after such exercise.

(j)

The adjustments provided for in this Warrant Certificate are cumulative, shall, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent and shall apply (without duplication) to successive Reclassifications of Common Shares, Capital Reorganizations, Rights Offerings and Special Distributions; provided that, notwithstanding any other provision of this section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Exercise Price then in effect (except upon a consolidation of the outstanding Common Shares); provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(k)

No adjustment in the number of Common Shares which may be purchased upon exercise of the Warrants evidenced hereby or in the Exercise Price shall be made pursuant to this Warrant Certificate if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants evidenced hereby for Shares prior to the effective date or record date of such event.

(l)

In the event of any question arising with respect to the adjustments provided in this Warrant Certificate, such question shall conclusively be determined by a firm of chartered accountants appointed by the Company and acceptable to the Holder (who may be the Company's auditors). Such accountants shall have access to all necessary records of the Company and such determination shall be binding upon the Company and the Holder.

(m)

As a condition precedent to the taking of any action which would require an adjustment in the subscription rights pursuant to the Warrant, including the Exercise Price and the number of such classes of shares or other securities or property which are to be received upon the exercise thereof, the Company shall take all corporate action which may, in the opinion of external counsel, be necessary in order that the Company has reserved and there will remain unissued out of its authorized capital a sufficient number of Common Shares for issuance upon the exercise of the Warrants evidenced hereby, and that the Company may validly and legally issue as fully paid and non-assessable all the shares of such classes or other securities or may validly and legally distribute the property which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof.

For the purpose of any computation under this Warrant Certificate, the “Current Value” of the Common Shares at any date shall be determined as:

(a)

The “market price”, as defined by the Toronto Stock Exchange Company Manual;

(b)

if the Common Shares are not listed on the Toronto Stock Exchange, the weighted average closing price of the Common Shares traded through the facilities of such other stock exchange or quotation system on which the Common Shares are listed or through which the Common Shares are quoted for the five consecutive trading days ending before such date; or

(c)

if the Common Shares are not listed on the Toronto Stock Exchange or any other stock exchange or quoted through a quotation system, the fair value thereof as determined in good faith by an independent brokerage or accounting firm selected by the Company and satisfactory to the Holder. The Company shall be solely responsible for paying all fees and expenses of such independent brokerage or accounting firm.

10.           Certificate as to Adjustments

In each case of any adjustment or readjustment in the Common Shares (or other securities or property) issuable on the exercise of the Warrants, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants and will prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including (i) the number of Common Shares (or other securities or property) outstanding or deemed to be outstanding, and (ii) the Exercise Price and the number of Common Shares to be received upon exercise of the Warrants, in effect immediately prior to such adjustment or readjustment and after such adjustment or readjustment, as provided in this Warrant Certificate. The Company will forthwith mail a copy of each such certificate to the Holder.

11.           Miscellaneous

(a)

If this Warrant Certificate or any replacement hereof is lost, mutilated, destroyed or stolen, upon receipt of evidence satisfactory to the Company, acting reasonably, the Company may, on such reasonable terms as to cost and indemnity or otherwise as it may impose respectively, issue a replacement Warrant certificate similar as to denomination, tenor and date as the Warrant Certificate so lost, mutilated, destroyed or stolen.

(b)

Notwithstanding anything in this Warrant Certificate, the Warrants may be exercised and are exercisable, only to the extent permitted by applicable law.

(c)

The Company shall pay any and all issue and other taxes imposed by governmental authorities of jurisdictions to which the Company is subject that may be payable in respect of any issue or delivery of Common Shares on an exercise of the Warrants.

(d)

The Company will not, by amendment of its articles of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder, but will at all times in good faith assist in the carrying out of all of the provisions of this Warrant Certificate and in the taking of all action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.

(e)

Unless otherwise indicated, all dollar amounts referred to herein are in lawful money of Canada.

12.           Notice

Any notice, designation, direction or other communication required or permitted to be given under this Warrant Certificate will be in writing and will be given by prepaid first-class mail, or other means of electronic communication or by hand-delivery. Any notice or other communication, if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, will be deemed to have been received on the fourth business day after its post-marked date, or if sent by other means of electronic communication, will be deemed to have been received on the business day following the sending (provided that the sender has evidence of a successful transmission), or if delivered by hand will be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at that address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be governed by this Section 12. In the event of a general discontinuance of postal service due to strike, lockout or otherwise, notices and other communications will be delivered by hand or sent by other means of electronic communication and will be deemed to have been received in accordance with this Section 12. Notices and other communications will be addressed as follows:

	(a)	if to the Company:

		Augusta Gold Corp.
		Suite 555 – 999 Canada Place
		Vancouver, BC V6C 3E1


		Attention: Purni Parikh
		Email: pparikh@augustacorp.com

(b)

if to the Holder:

		Donald Taylor
		Suite 555 – 999 Canada Place
		Vancouver, BC V6C 3E1

		Attention: Donald Taylor
		Email: dtaylor@titanminingcorp.com

13.           Severability

In the event that any provision of this Warrant Certificate is invalid or unenforceable under any applicable statute or rule of law, then such provision will be deemed inoperative to the extent that it may conflict therewith and will be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law will not affect the validity or enforceability of any other provision of this Warrant Certificate.

14.           Enurement

Subject to the terms hereof, the Warrants shall enure to the benefit of, and shall be binding upon the Holder and the Company and their respective successors and permitted assigns.

15.           Governing Law

This Warrant Certificate and the Warrants represented hereby shall be exclusively governed by the laws in force in the State of Nevada without regard to conflict of laws principles.

16.           Time of the Essence

Time shall be of the essence in this Warrant Certificate.

17.           Further Assurances

The Company and the Holder shall from time to time execute and deliver all such further documents and instruments and do all acts and things as reasonably required to effectively carry out or better evidence or perfect the full intent and meaning of this Warrant Certificate.

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by the signature of its duly authorized officer effective the 26th day of February, 2024.

	AUGUSTA GOLD CORP.

	Per:
		Name:
		Title:

Schedule A

SUBSCRIPTION FORM

TO:	AUGUSTA GOLD CORP.
	Suite 555 – 999 Canada Place
	Vancouver, BC V6C 3E1

The undersigned holder of the Warrants represented by the enclosed certificate hereby subscribes for ___________ Common Shares of AUGUSTA GOLD CORP. (or such number of Common Shares or other securities to which such subscription entitles it in lieu thereof or in addition thereto under the provisions of the Warrants) at an exercise price of CAD$0.62 per Common Share and hereby tenders payment therefor on the terms specified in the Warrant Certificate. Capitalized terms in this Subscription Form not defined herein have the meaning given such terms in the Warrant Certificate.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked)

¨     a.    The undersigned hereby certifies that the undersigned (i) acquired this Warrant directly from the Company as a non-U.S. Subscriber (as defined in the Subscription Agreement) in accordance with applicable securities laws as part of the Company’s offering of Units, (ii) as part of the acquisition of this Warrant in the Company’s offering of Units, the undersigned executed and delivered the Confirmation of Non-U.S. Subscriber attached to the subscription agreement for the Units (the “Subscription Agreement”) as Exhibit B (the “Confirmation of Non-U.S. Subscriber”), (iii) at the time the undersigned acquired this Warrant, the undersigned was not a "U.S. Person" (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")) or person in the "United States" (as defined in Regulation S under the U.S. Securities Act), (iv) at the time of exercise of this Warrant, the undersigned is not a U.S. Person or person in the United States, and (v) the undersigned is not exercising this Warrant by or on behalf of any U.S. Person or person in the United States, (vi) the undersigned was not in the United States at the time this subscription was executed and delivered, and (vii) the exercise of this Warrant otherwise complies with the requirements for an “offshore transaction” under Regulation S under the U.S. Securities Act and the undersigned hereby represents to the Company that the representations, warranties, acknowledgments and agreements made by the undersigned in the Subscription Agreement, including the Confirmation of Non-U.S. Subscriber, remain true and accurate as of the date of exercise of this Warrant in connection with such exercise as if set forth herein.

¨     b.    The undersigned (i) acquired this Warrant directly from the Company as a U.S. Subscriber (as defined in the Subscription Agreement) in accordance with applicable securities laws as part of the Company’s offering of Units, (ii) as part of the acquisition of this Warrant in the Company’s offering of Units, the undersigned executed and delivered the United States Accredited Investor Certificate attached to the Subscription Agreement as Exhibit A (the “Accredited Investor Certificate”), (ii) is exercising the Warrants solely for its own account and not on behalf of any other Person, (iii) was and is an "accredited investor" (as such term is defined under Rule 501(a) of Regulation D of the U.S. Securities Act), both at the time the undersigned acquired this Warrant and at the time of exercise of this Warrant and (iv) hereby represents to the Company that the representations, warranties, acknowledgments and agreements made by the undersigned in the Subscription Agreement, including the Accredited Investor Certificate, remain true and accurate as of the date of exercise of this Warrant in connection with such exercise as if set forth herein.

¨     c.    The undersigned has delivered to the Company an opinion of counsel of recognized standing or such other evidence in form and substance reasonably satisfactory to the Company and its transfer agent to the effect that the exercise of the Warrants and issuance and delivery of the Common Shares delivered upon exercise hereof are exempt from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States.

The undersigned understands that the certificates representing the Common Shares will bear a legend restricting transfer without registration under the U.S. Securities Act and applicable securities laws of any state of the United States unless an exemption from registration is available (as described in the Warrant Certificate).

The undersigned hereby directs that such Common Shares be registered as follows:

Name

Address

Number of Common Shares

(Please print full name in which share certificates are to be issued.)

The undersigned hereby directs that such Common Shares be delivered as follows:

Name

Address

DATED this ___ day of _____________, 20__.

	[NAME]

	By:
		Authorized Signing Officer

Cover	Feb. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 26, 2024
Entity File Number	000-54653
Entity Registrant Name	AUGUSTA GOLD CORP.
Entity Central Index Key	0001448597
Entity Tax Identification Number	41-2252162
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Suite 555 - 999 Canada Place
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V6C 3E1
City Area Code	604
Local Phone Number	687-1717
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false