This Prospectus relates to the resale, transfer
or other disposition from time to time by certain selling stockholders of up to 11,316,673 shares of common stock, par value $0.0001
per share, of Augusta Gold Corp. (“we,” “us,” “our,” the “Company,” or “Augusta
Gold”) issued to certain accredited investors (the “selling stockholders”) on a private placement basis on March 4,
2021 as part of an offering of units of the Company (“Units”), each Unit comprised of one share of common stock of the Company
and one half of one common stock purchase warrant (each full warrant, a “Warrant”). Each Warrant entitles the holder to acquire
one share of common stock of the Company at an exercise price of C$2.80 per share until March 4, 2024. The 11,316,673 shares offered hereby
consisting of:
The selling stockholders may offer all or part
of the shares registered hereby for resale from time to time through public or private transactions, at either prevailing market prices
or at privately negotiated prices. Our registration of the shares of common stock covered by this prospectus does not mean that the selling
stockholders will offer or sell any of the shares. With regard only to the shares the selling stockholders sell for their own behalf,
such selling stockholder may be deemed an “underwriter” within the meaning of the Securities Act of 1933, as amended (the
“Securities Act”).
We have paid all of the registration expenses
incurred in connection with the registration of the shares. We will not pay any of the selling commissions, brokerage fees or related
expenses of a selling stockholder in connection with their sale of shares hereunder. We will not receive any proceeds from the resale
of the shares of common stock by the selling stockholders being offered hereby. We will receive proceeds from the exercise of the Warrants,
if any.
Our common stock is listed on the Toronto Stock
Exchange (the “TSX”) under the symbol “G” and is quoted for trading on the OTCQX under the symbol “AUGG”.
On June 29, 2021, the last reported sales price of our common stock on the TSX was C$1.69 per share and the closing quote on the OTCQX
was $1.36 per share.
CURRENCY AND EXCHANGE RATES
References
to CDN or C$ refer to Canadian currency and USD or $ to United States currency.
The following table sets forth the rate of exchange
for the Canadian dollar, expressed in United States dollars in effect at the end of the periods indicated, the average of exchange rates
in effect during such periods, and the high and low exchange rates during such periods based on the noon rate of exchange as reported
by the Bank of Canada for conversion of Canadian dollars into United States dollars.
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Year Ended December 31
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Canadian Dollars to U.S. Dollars
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2020
US$
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2019
US$
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2018
US$
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|
Rate at end of period
|
|
|
0.7854
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|
|
|
0.7699
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|
|
|
0.7330
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Average rate for period
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|
|
0.7461
|
|
|
|
0.7537
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|
|
|
0.7721
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High for period
|
|
|
0.7863
|
|
|
|
0.7699
|
|
|
|
0.8138
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Low for period
|
|
|
0.6898
|
|
|
|
0.7353
|
|
|
|
0.7330
|
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SUMMARY
The following highlights certain information
contained elsewhere in this prospectus. It does not contain all the details concerning the Offering, including information that may be
important to you. You should carefully review this entire prospectus including the section entitled “Risk Factors” and the
financial statement incorporated herein by reference. See “Documents Incorporated by Reference” and “Where You Can Find
More Information.”
General Corporate
Overview
Augusta Gold is an exploration
stage gold company focused on building a long-term business that delivers stakeholder value through developing the Company’s Bullfrog
Gold Project and pursing accretive merger and acquisition opportunities. We are focused on exploration and advancement of gold exploration
and potential development projects, which may lead to gold production or strategic transactions such as joint venture arrangements with
other mining companies or sales of assets for cash and/or other consideration. At present we are in the exploration stage and do not mine,
produce or sell any mineral products and we do not currently generate cash flows from mining operations.
The Bullfrog Gold Project
is located approximately 120 miles north-west of Las Vegas, Nevada and 4 miles west of Beatty, Nevada. The Company controls approximately
7,800 acres of mineral rights including the Bullfrog and Montgomery-Shoshone deposits and has further identified significant additional
mineralization around the existing pits and defined several exploration targets that could further enhance the Bullfrog Gold Project.
See “Part I - Item 2 - Properties” in our Annual Report on Form 10-K, which is incorporated herein by reference, for a further
description of the Bullfrog Gold Project.
The Company is led by
a management team and board of directors with a proven track record of success in financing and developing mining assets and delivering
shareholder value.
Augusta Gold Corp. was
incorporated under the laws of the State of Delaware on July 23, 2007 as Kopr Resources Corp. On July 21, 2011, the Company changed its
name to “Bullfrog Gold Corp.” On January 26, 2021, the Company changed its name to “Augusta Gold Corp.” and completed
a consolidation of its shares of common stock on the basis of one (1) new share of common stock for every six (6) old shares of common
stock (the “Consolidation”).
Recent Development
of the Business
On October 9, 2020, the
Company entered into a membership interest purchase agreement (the “MIPA”) among the Company, Homestake Mining Company of
California (“Homestake”), and Lac Minerals (USA) LLC (“Lac Minerals” and together with Homestake, the “Barrick
Parties”).
Pursuant to the MIPA,
the Company agreed to purchase from the Barrick Parties, and the Barrick Parties agreed to sell to the Company, all of the equity interests
(the “Equity Interests”) in Bullfrog Mines LLC (“Bullfrog Mines”), the successor by conversion of Barrick Bullfrog
Inc. (the “Acquisition Transaction”).
The Acquisition Transaction
closed on October 26, 2020 and the Company acquired the Equity Interests in Bullfrog Mines for aggregate consideration of (i) 54,600,000
units of the Company, each unit consisting of one share of common stock of the Company and one four-year warrant purchase one share of
common stock of the Company at an exercise price of C$0.30 per share (such number of units and exercise price are set out on a pre-Consolidation
basis), (ii) a 2% net smelter returns royalty granted on all minerals produced from all of the patented and unpatented claims (subject
to certain adjustments), pursuant to a royalty deed, dated October 26, 2020 by and among Bullfrog Mines and the Barrick Parties, (iii)
the Company granting indemnification to the Barrick Parties pursuant to an indemnity deed, dated October 26, 2020 by and among the Company,
the Barrick Parties and Bullfrog Mines, and (iv) certain investor rights, including anti-dilution rights, pursuant to the investor rights
agreement, dated October 26, 2020, among the Company, Augusta Investments Inc., and Barrick.
Through the Company’s
acquisition of the Equity Interests, the Company acquired rights to the 1,500 acres of claims adjoining the Company’s Bullfrog Gold
deposit.
On
October 26, 2020, in coordination with the completion of the Acquisition Transaction, the Company closed a private placement of units
with Augusta Investments Inc. and certain of its associates pursuant to which the Company
sold 110 million units of the Company for an aggregate purchase price of C$22 million (the “Private Placement”). As a result,
Augusta Investments Inc. gained control of the Company. As part of the Acquisition Transaction
and the Private Placement, in accordance with the negotiated terms between the parties thereof, including Augusta Investments Inc.,
Augusta Gold reconstituted its management and agreed to appoint, Daniel Earle and Donald Taylor as directors of the Company and Michael
McClelland, Johnny Pappas and Scott Burkett as officers of the Company. Subsequently, the reconstituted Board of Directors also appointed
Purni Parikh, Lynette Gould and Tom Ladner as officers of the Company and Mr. Warke, who is the sole owner of Augusta Investments Inc.,
as Executive Chairman of Augusta Gold. As of the date of this prospectus, Augusta Investments Inc. controls 21,689,788
shares of common stock with the right to acquire an additional 18,865,727 shares underlying warrants representing 57.00% of the issued
and outstanding voting shares (common and preferred, on an as-converted basis) of the Company on a partially diluted basis.
The Company’s principal executive offices
are located at Suite 555-999 Canada Place, Vancouver, BC V6C 3E1, the Company’s telephone number is (604) 687-1717 and the Company’s
Internet website address is www.augustagold.com. The information on the Company’s website is not a part of, or incorporated
in, this prospectus.
The Offering
Shares offered by the selling stockholders:
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11,316,673 shares of common stock, par value $0.0001
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Offering Price:
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Determined at the time of sale by the selling stockholders
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Common stock outstanding (1):
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70,472,270 shares of common stock
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Use of Proceeds:
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We will not receive any proceeds from the sale of the shares by selling stockholders covered by this prospectus.
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Listing of Common Stock:
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Our common stock is listed on the TSX under the symbol “G” and is quoted for trading on the OTCQX under the symbol “AUGG”.
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Dividend policy:
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We currently intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not currently anticipate paying cash dividends on our common stock.
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Risk Factors:
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An investment in our company is highly speculative and involves a significant degree of risk. See “Risk Factors” on page 4 of this Prospectus and other information included in this Prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.
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(1)
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The number of shares of common stock shown above to be outstanding is based on the 70,472,270 shares outstanding as of June 29, 2021. The number of shares of common stock outstanding excludes, 677,084 shares of our common stock issuable upon conversion of outstanding preferred stock, 31,474,113 shares of our common stock issuable upon exercise of our outstanding warrants and 5,250,002 shares of common stock issuable upon exercise of outstanding options, 5,025,000 of which remain subject to vesting conditions.
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RISK FACTORS
An investment in our common stock involves
a high degree of risk. You should carefully consider the risks described below and discussed under the section captioned “Risk
Factors” contained in our annual report on Form 10-K for the fiscal year ended December 31, 2020, which report is incorporated by
reference in this prospectus, together with all of the other information included in this prospectus or incorporated by reference herein,
including any documents subsequently filed and incorporated by reference, before making an investment decision with regard to our securities.
See “Documents Incorporated by Reference” and “Where You Can Find More Information” below.
The statements contained in this prospectus
that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results
to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs,
our business, financial condition or results of operations could suffer.
Summary of Risk Factors
The following is a short description of the risks
and uncertainties you should carefully consider in evaluating our business and us which are more fully described in our annual report
on Form 10-K for the fiscal year ended December 31, 2020, which report is incorporated by reference in this prospectus. The factors listed
below and in the annual report, represent certain important factors that we believe could cause our business results to differ. These
factors are not intended to represent a complete list of the general or specific risks that may affect us. It should be recognized that
other risks may be significant, presently or in the future, and the risks set forth below may affect us to a greater extent than indicated.
If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected.
Risks Related to our
Financial Condition
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We have a history of losses and expect to continue to incur losses in the future.
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We have negative operating cash flow.
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We have a limited operating history on which to base an evaluation of our business and prospects.
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We may need to obtain additional financing to fund our exploration
programs.
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Increased costs could affect our financial condition.
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Risks Related to our Operations
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Our Bullfrog Gold Project is in the exploration stage.
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We cannot be assured that the Bullfrog Gold Project is feasible or that a feasibility study will accurately
forecast economic results.
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The Bullfrog Gold Project requires substantial capital investment and we may be unable to raise sufficient
capital on favorable terms or at all.
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We may not be able to get the required permits at the Bullfrog Gold Project in a timely manner or at all.
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We are a junior gold exploration company with no mining operations, and we may never have any mining operations
in the future.
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Difficulties we may encounter managing our growth could adversely affect our results of operations.
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If we lose key personnel or are unable to attract and retain additional qualified personnel, we may not
be able to successfully manage our business and achieve our objectives.
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·
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The outbreak of the coronavirus pandemic may impact the Company’s plans and activities.
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Risks Related to Mining
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·
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The nature of mineral exploration and production activities involves a high degree of risk and the possibility
of uninsured losses.
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·
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Estimates of mineralized material are subject to evaluation uncertainties that could result in project
failure.
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Any material changes in mineralized material/reserve estimates and grades of mineralization will affect
the economic viability of placing a property into production and a property’s return on capital.
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Our exploration activities on our properties may not be commercially successful, which could lead us to
abandon our plans to develop our properties and our investments in exploration.
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The volatility of the price of gold and silver could adversely affect our future operations and, if warranted,
our ability to develop our properties.
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We are subject to significant governmental regulations, which affect our operations and costs of conducting
our business.
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Our property titles may be challenged. We are not insured against any challenges, impairments or defects
to our mineral claims or property titles. We have not fully verified title to our properties.
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Possible amendments to the General Mining Law could make it more difficult or impossible for us to execute
our business plan.
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Market forces or unforeseen developments may prevent us from obtaining the supplies and equipment necessary
to explore for gold and other minerals.
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We may not be able to maintain the infrastructure necessary to conduct exploration activities.
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Regulations and pending legislation governing issues involving climate change could result in increased
operating costs, which could have a material adverse effect on our business.
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Our relationship with the communities in which we operate impacts the future success of our operations.
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Newly adopted rules regarding mining property disclosure by companies reporting with the SEC may result
in increased operating and legal costs.
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General Risks
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Our business is subject to evolving corporate governance and public disclosure regulations that have increased
both our compliance costs and the risk of noncompliance, which could have an adverse effect on our stock price.
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We are required to comply with Canadian securities regulations
and are subject to additional regulatory scrutiny in Canada.
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Our stock price may be volatile.
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We have never paid nor do we expect in the near future to
pay dividends.
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Broker-dealers may be discouraged from effecting transactions in shares of common stock because they are
considered a penny stock and are subject to the penny stock rules.
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Offers or availability for sale of a substantial number of shares of our common stock may cause the price
of our common stock to decline.
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If enacted, the proposed “Made in
America Tax Plan” would increase our federal corporate tax rate requiring us to pay more in federal taxes, thus reducing our net
revenue.
On March 31, 2021, the current presidential administration
proposed the “American Jobs Plan” to create domestic jobs, rebuild national infrastructure and increase American competitiveness.
To fund its expected $2 trillion cost, the administration also proposed the “Made in America Tax Plan,” which is intended
to raise that amount or more over 15 years through several methods including higher income tax rates on corporations. If enacted, our
federal corporate income tax rate would increase from 21% to 28%. Any increase in our federal corporate tax rate would require us to pay
more in federal taxes, thus reducing our net revenue.
FORWARD-LOOKING STATEMENTS
This
prospectus, the documents incorporated by reference herein and the exhibits attached hereto contain “forward-looking statements”
within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information”
within the meaning of applicable Canadian securities legislation, collectively “forward-looking statements”. Such forward-looking
statements concern our anticipated results and developments in the operations of the Company in future periods, planned exploration activities,
the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking
statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,”
“intends,” “estimates,” “potential,” “possible” and similar expressions, or statements
that events, conditions or results “will,” “may,” “could” or “should” (or the negative
and grammatical variations of any of these terms) occur or be achieved. These forward looking statements may include, but are not
limited to, statements concerning:
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the Company’s strategies and objectives, both generally and in respect of the Bullfrog Gold Project;
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the recommendations of the Technical Report for the Bullfrog Gold Project;
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the Company’s decisions regarding the timing and costs of exploration programs with respect to,
and the issuance of the necessary permits and authorizations required for, the Company’s exploration programs at the Bullfrog Gold
Project;
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the Company’s estimates of the quality and quantity of the mineralized materials at its mineral
properties;
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the potential discovery and delineation of mineral deposits/reserves and any expansion thereof beyond
the current estimate;
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the Company’s expectation that it will become a gold producer;
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the Company’s estimates of future operating and financial performance;
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the Company’s potential funding requirements and sources of capital, including near-term sources
of additional cash and long-term financing through the sale of equity and/or debt financings and through the exercise of stock options
and warrants;
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the Company’s expectation that the Company will continue to raise capital;
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the Company’s expectation that the Company will continue to incur losses and will not pay dividends
for the foreseeable future;
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the Company’s estimates of its future cash position;
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the Company’s anticipated general business and economic conditions;
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the Company’s ability to meet its financial obligations as they come due, and to be able to raise
the necessary funds to continue operations; and
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that the Company will operate at a loss for the foreseeable future.
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Such forward-looking
statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks,
uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any
future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others,
risks related to:
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our limited operating history;
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increased costs affecting our financial condition;
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the Bullfrog Gold Project being in the exploration stage;
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whether the Bullfrog Gold Project is feasible;
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the Bullfrog Gold Project requiring substantial capital investment;
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our inability to obtain required permits;
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our status as a junior mining company;
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difficulties in managing growth;
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our potential loss of key persons;
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risks related to the evolving novel coronavirus pandemic and health crisis and the governmental and regulatory
actions taken in response thereto;
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the risks of mineral exploration;
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evaluation uncertainty in estimating mineralized material;
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changes in estimates of mineralized material;
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our exploration projects not succeeding;
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price volatility of gold and silver;
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environmental regulations;
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challenges to title to our properties;
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amendments to mining law;
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inability to maintain infrastructure to conduct exploration activities;
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new regulation related to climate change;
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relationships with communities in which we operate;
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newly adopted mining disclosure regulations;
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evolving corporate standards;
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Canadian reporting requirements;
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the price of the shares of common stock being volatile; and
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other factors discussed in other sections of this prospectus, including the section titled “Risk
Factors,” and in the Company’s annual report for the fiscal year ended December 31, 2020 on Form 10-K, incorporated herein
by reference, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.”
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Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those
described herein. This list of factors that may affect any of the Company’s forward-looking statements is not exhaustive. Forward-looking
statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events
or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and
other factors, including without limitation those discussed in “Risk Factors” of this prospectus.
The Company’s forward-looking
statements contained in this prospectus and the documents incorporated by reference herein and the exhibits hereto are based on the beliefs,
expectations and opinions of management as of the date of this prospectus. The Company does not assume any obligation to update forward-looking
statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the
reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements
We qualify all the forward-looking statements
contained in this prospectus by the foregoing cautionary statements.
CAUTIONARY NOTE TO INVESTORS REGARDING
MINERAL ESTIMATES
Our technical report
referenced in our annual report on Form 10-K, incorporated by reference in this prospectus, entitled “NI 43-101 Technical Report
Mineral Resource Estimate Bullfrog Gold Project Nye County, Nevada” with an effective date of February 22, 2021 (the “Technical
Report”), uses the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource”
and “inferred mineral resource” as defined in Canadian National Instrument 43-101 - Standards of Disclosure for Mineral
Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition
Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”).
These terms are not defined or recognized under the United States Securities and Exchange Commission (“SEC”) Industry Guide
7 (“SEC Industry Guide 7”) under the Securities Act and are normally not permitted to be used in reports and registration
statements filed with the SEC. As a reporting issuer in Canada, we are required to prepare reports on our mineral properties in accordance
with NI 43-101.
We reference the Technical
Report in our annual report on Form 10-K, which is incorporated by reference in this prospectus, for informational purposes only, and
such report is not incorporated herein by reference.
Investors are cautioned
not to assume that all or any part of a mineral deposit in these categories will ever be converted into reserves under SEC Industry Guide
7. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their
economic, technical and legal feasibility. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded
to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or preliminary
feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource
exists or is economically, technically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure
under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves”
by SEC standards as in place tonnage and grade without reference to unit measures.
The SEC has adopted amendments
to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the
SEC (the “SEC Modernization Rules”). The Company is not required to provide disclosure on its mineral properties under the
SEC Modernization Rules until its 10-K for the fiscal year beginning January 1, 2021, subject to certain exceptions which may require
compliance earlier. Under the SEC Modernization Rules, the definitions of “proven mineral reserves” and “probable mineral
reserves” have been amended to be substantially similar to the corresponding CIM Definition Standards and the SEC has added definitions
to recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”
which are also substantially similar to the corresponding CIM Definition Standards; however there are differences in the definitions and
standards under the SEC Modernization Rules and the CIM Definition Standards and therefore once the Company begins reporting under the
SEC Modernization Rules there is no assurance that the Company’s mineral reserve and mineral resource estimates will be the same
as those reported under CIM Definition Standards as contained in the technical report or that the economics for the Company’s mineral
project estimated in the Technical Report will be the same as those estimated in any technical report prepared by the Company under the
SEC Modernization Rules in the future.
USE OF PROCEEDS
This prospectus relates to the sale or other disposition
of shares of our common stock by the selling stockholders listed under “Selling Stockholders” section below, and their transferees.
We will not receive any proceeds from any sale of the shares by the selling stockholders.
DIVIDEND POLICY
We do not intend to pay dividends for the foreseeable future. See “Risk
Factors” above.
DETERMINATION OF OFFERING PRICE
The selling stockholders will offer common stock
at the prevailing market prices or privately negotiated price as they may determine from time to time.
The offering price of our common stock to be sold
by the selling stockholders does not necessarily bear any relationship to our book value, assets, past operating results, financial condition
or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects,
our limited operating history and the general condition of the securities market.
In addition, there is no assurance that our common
stock will trade at market prices in excess of the offering price as prices for common stock in any public market will be determined in
the marketplace and may be influenced by many factors, including the depth and liquidity.
SELLING STOCKHOLDERS
The
following table sets forth certain information as of June 29, 2021, regarding the selling stockholders and the shares offered by them in
this prospectus. In computing the number of shares owned by a person and the percentage ownership of that person in the table below, securities
that are currently exercisable into shares of our common stock that are being offered in this prospectus are deemed outstanding. Such
shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated
in the footnotes to the following table, each selling stockholder named in the table has sole voting and investment power with respect
to the shares set forth opposite such stockholder’s name. The percentage of ownership of each selling stockholder in the following
table is based upon 70,472,270 shares of common stock outstanding as of June 29, 2021.
Except
as set forth below, no selling stockholder has held a position as an officer or director of the Company, nor has any material relationship
of any kind with us or any of our affiliates. All information with respect to share ownership has been furnished by the selling
stockholders. The common stock being offered is being registered to permit secondary trading of the shares and the selling stockholders
may offer all or part of the common stock owned for resale from time to time. Except as set forth below, none of the selling stockholders
have any family relationships with our officers, directors or controlling stockholders. Furthermore, except as set out below none of the
selling stockholders are a registered broker-dealer or an affiliate of a registered broker-dealer.
The term “selling stockholder” also
includes any transferees, assignees, pledges, donees, or other successors in interest (including equity holders of entities listed below)
to the selling stockholder named in the table below. To our knowledge, subject to applicable community property laws, each person named
in the table has sole voting and investment power with respect to the common stock set forth opposite such person’s name. We will
file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to any named selling stockholder
who is able to use this prospectus to resell the securities registered hereby.
Name of Selling
Stockholder
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Number of Shares
of Common Stock
Owned Prior to
Offering
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Maximum
Number of Shares
of Common Stock
to be Sold
Pursuant to this
Prospectus
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Number of
Shares of
Common
Stock Owned
After Offering
Assuming All
Shares are
Sold (1)
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Percentage of
Common
Stock Owned
After
Offering
Assuming All
Shares are
Sold (2)
|
|
Augusta Investments Inc. (3)
|
|
|
40,555,515
|
|
|
|
4,472,181
|
|
|
|
36,083,334
|
|
|
|
51.20
|
|
2210637 Ontario Ltd. (4)
|
|
|
995,834
|
|
|
|
162,500
|
|
|
|
833,334
|
|
|
|
1.18
|
|
Lenard Boggio (5)
|
|
|
53,333
|
|
|
|
33,333
|
|
|
|
20,000
|
|
|
|
*
|
|
Lynette Gould (6)
|
|
|
25,383
|
|
|
|
13,334
|
|
|
|
12,049
|
|
|
|
*
|
|
Michael McClelland (7)
|
|
|
15,000
|
|
|
|
15,000
|
|
|
|
0
|
|
|
|
0
|
|
Poonam Puri (8)
|
|
|
66,666
|
|
|
|
66,666
|
|
|
|
0
|
|
|
|
0
|
|
Purni Parikh (9)
|
|
|
408,334
|
|
|
|
75,000
|
|
|
|
333,334
|
|
|
|
*
|
|
Maryse Belanger (10)
|
|
|
491,668
|
|
|
|
75,000
|
|
|
|
416,668
|
|
|
|
*
|
|
Johnny Pappas (11)
|
|
|
90,000
|
|
|
|
90,000
|
|
|
|
0
|
|
|
|
0
|
|
Steven Scott Burkett (12)
|
|
|
6,732
|
|
|
|
6,666
|
|
|
|
66
|
|
|
|
*
|
|
Tom Ladner (13)
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
0
|
|
|
|
0
|
|
1582568 Ontario Inc. (14)
|
|
|
299,000
|
|
|
|
299,000
|
|
|
|
0
|
|
|
|
0
|
|
Laura J. Lamarche (15)
|
|
|
100,500
|
|
|
|
100,500
|
|
|
|
0
|
|
|
|
0
|
|
Normand Lamarche (16)
|
|
|
100,500
|
|
|
|
100,500
|
|
|
|
0
|
|
|
|
0
|
|
Fourth Sail Long Short LLC (17)
|
|
|
2,666,667
|
|
|
|
2,666,667
|
|
|
|
0
|
|
|
|
0
|
|
NewGen Equity Long Short Fund (18)
|
|
|
1,658,881
|
|
|
|
666,666
|
|
|
|
992,215
|
|
|
|
1.41
|
|
NBIMC Quantitative Strategies Fund - Class N (19)
|
|
|
74,338
|
|
|
|
68,751
|
|
|
|
5,587
|
|
|
|
*
|
|
NBIMC Quantitative Strategies (2017) Fund (20)
|
|
|
1,186,229
|
|
|
|
1,097,916
|
|
|
|
88,313
|
|
|
|
*
|
|
Bullheart Capital Inc. (21)
|
|
|
259,222
|
|
|
|
16,667
|
|
|
|
242,555
|
|
|
|
*
|
|
CL Partnership I (22)
|
|
|
216,666
|
|
|
|
216,666
|
|
|
|
0
|
|
|
|
0
|
|
R. Stuart Angus (23)
|
|
|
66,666
|
|
|
|
66,666
|
|
|
|
0
|
|
|
|
0
|
|
Phase 2 Investments Inc. (24)
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0
|
|
Mitch Ponak (25)
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0
|
|
James Killam (26)
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0
|
|
Drew Fernandez (27)
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0
|
|
Maria Laube (28)
|
|
|
6,666
|
|
|
|
6,666
|
|
|
|
0
|
|
|
|
0
|
|
Walter Von Laubenfels (29)
|
|
|
6,666
|
|
|
|
6,666
|
|
|
|
0
|
|
|
|
0
|
|
Natasha Burnett (30)
|
|
|
6,666
|
|
|
|
6,666
|
|
|
|
0
|
|
|
|
0
|
|
Anthony D. Weldon (31)
|
|
|
72,222
|
|
|
|
66,666
|
|
|
|
5,556
|
|
|
|
*
|
|
Kestrel Holdings Ltd. (32)
|
|
|
66,666
|
|
|
|
66,666
|
|
|
|
0
|
|
|
|
0
|
|
Andrew Potter (33)
|
|
|
15,191
|
|
|
|
7,500
|
|
|
|
7,691
|
|
|
|
*
|
|
Matthew Arneill (34)
|
|
|
14,000
|
|
|
|
10,667
|
|
|
|
3,333
|
|
|
|
*
|
|
Bromma Gold Master Fund Inc. (35)
|
|
|
133,833
|
|
|
|
133,833
|
|
|
|
0
|
|
|
|
0
|
|
Bromma Resource Master Fund Inc. (36)
|
|
|
199,500
|
|
|
|
199,500
|
|
|
|
0
|
|
|
|
0
|
|
Cory Lott (37)
|
|
|
6,666
|
|
|
|
6,666
|
|
|
|
0
|
|
|
|
0
|
|
Ioana Milanova (38)
|
|
|
19,564
|
|
|
|
13,332
|
|
|
|
6,232
|
|
|
|
*
|
|
Susy H. Horna (39)
|
|
|
9,000
|
|
|
|
9,000
|
|
|
|
0
|
|
|
|
0
|
|
Federico Velasquez (40)
|
|
|
5,334
|
|
|
|
5,334
|
|
|
|
0
|
|
|
|
0
|
|
Joel Rheault (41)
|
|
|
15,000
|
|
|
|
15,000
|
|
|
|
0
|
|
|
|
0
|
|
Linda Chang (42)
|
|
|
22,500
|
|
|
|
22,500
|
|
|
|
0
|
|
|
|
0
|
|
Taisiya Umrikhina (43)
|
|
|
1,500
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Warren L.D. Beach (44)
|
|
|
66,666
|
|
|
|
66,666
|
|
|
|
0
|
|
|
|
0
|
|
Ramli Lee (45)
|
|
|
7,500
|
|
|
|
7,500
|
|
|
|
0
|
|
|
|
0
|
|
Yasmin Sol McDonald (46)
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
0
|
|
|
|
0
|
|
Yu Jing Luo (47)
|
|
|
1,500
|
|
|
|
1,500
|
|
|
|
0
|
|
|
|
0
|
|
Catherine E. Pirooz (48)
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
0
|
|
|
|
0
|
|
Inderjit Shoker (49)
|
|
|
18,332
|
|
|
|
13,332
|
|
|
|
5,000
|
|
|
|
*
|
|
Chad Wolahan (50)
|
|
|
6,666
|
|
|
|
6,666
|
|
|
|
0
|
|
|
|
0
|
|
Hans Wick (51)
|
|
|
187,500
|
|
|
|
187,500
|
|
|
|
0
|
|
|
|
0
|
|
TOTAL
|
|
|
50,371,940
|
|
|
|
11,316,673
|
|
|
|
39,055,267
|
|
|
|
55.42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Less than 1%
|
(1)
|
Assumes the sale of all Shares offered pursuant to this Prospectus.
|
|
(2)
|
Based on 70,472,270 shares of common stock issued and outstanding
on June 29, 2021 and includes shares of common stock acquirable by the selling stockholder within the next 60 days.
|
|
(3)
|
Augusta Investments Inc.’s Shares to be sold pursuant
to this Prospectus are registered in the name of “National Bank Financial Inc. ITF 11Y8R6E Augusta Investments Inc.”. Augusta
Investments Inc. is a British Virgin Islands corporation. Richard Warke, the Director for Augusta Investments Inc., has sole dispositive
and voting power over the Shares. Shares being sold include 1,490,727 Shares upon exercise of warrants. Shares of common stock beneficially
owned includes 18,865,727 shares of common stock issuable upon exercise of warrants. Richard Warke is the Executive Chairman of the Company.
|
|
(4)
|
2210637 Ontario Ltd. is an Ontario corporation. Daniel Earle,
the Director for 2210637 Ontario Ltd., has sole dispositive and voting power over the Shares. Shares being sold include 54,167 Shares
upon exercise of warrants. Shares of common stock beneficially owned includes 470,834 shares of common stock issuable upon exercise of
warrants. Daniel Earle is a Director of the Company.
|
|
(5)
|
Lenard Boggio is a natural person resident in the province of
British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 11,111
Shares issuable upon exercise of warrants. Lenard Boggio is a Director of the Company.
|
|
(6)
|
Lynette Gould is a natural person resident in the province of
British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 4,445 Shares
issuable upon exercise of warrants. Lynette Gould is Senior Vice President, Investor Relations and Corporate Development of the Company.
|
|
(7)
|
Michael McClelland is a natural person resident in the province
of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 5,000
Shares issuable upon exercise of warrants. Michael McClelland is Chief Financial Officer of the Company.
|
|
(8)
|
Poonam Puri is a natural person resident in the province of
Ontario and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 22,222 Shares issuable
upon exercise of warrants. Poonam Puri is a Director of the Company.
|
|
(9)
|
Purni Parikh’s Shares to be sold pursuant to this Prospectus
are registered in the name of “Canaccord Genuity Corp ITF Purni Parikh a/c 244539V-1”. Purni Parikh is a natural person resident
in the Province of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold include 25,000 Shares
issuable upon exercise of warrants. Shares of common stock beneficially owned includes 191,667 shares of common stock issuable upon exercise
of warrants. Purni Parikh is Senior Vice President, Corporate Affairs for the Company.
|
|
(10)
|
Maryse Belanger is a natural person resident in the Province
of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold include 25,000 Shares issuable upon
exercise of warrants. Shares of common stock beneficially owned include 233,334 shares of common stock issuable upon exercise of warrants.
Ms. Belanger was previously President, Chief Executive Officer and a Director of the Company.
|
|
(11)
|
Johnny Pappas is a natural person resident in the State of Arizona
and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 30,000 Shares issuable upon
exercise of warrants. Johnny Pappas is Vice President, Environmental and Permitting for the Company.
|
|
(12)
|
Steven Scott Burkett is a natural person resident in the State
of New York and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 2,222 Shares
issuable upon exercise of warrants. Steven Scott Burkett is Vice President, Exploration for the Company.
|
|
(13)
|
40,655 Shares (including 13,555 shares of common stock issuable
upon exercise of warrants) are registered in the name of “Canaccord Genuity ITF Tom Ladner Account # 20G-R61V-1”. 34,335
Shares (including 11,445 shares of common stock issuable upon exercise of warrants) are registered in the name of “Canaccord Genuity
ITF Tom Ladner Account # 20G-R61S-1”. Tom Ladner is a natural person resident in the province of British Columbia and exercises
voting and dispositive power over the Shares. Shares being sold and beneficially owned include 25,000 Shares issuable upon exercise of
warrants. Tom Ladner is Vice President, Legal for the Company.
|
|
(14)
|
1582568 Ontario Inc. is an Ontario corporation. Normand Lamarche,
the CEO for 1582568 Ontario Inc., has sole dispositive and voting power over the Shares. Shares being sold and beneficially owned include
99,667 shares of common stock issuable upon exercise of warrants.
|
|
(15)
|
Laura J. Lamarche is a natural person resident in the province
of Ontario and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 33,500 shares
of common stock issuable upon exercise of warrants.
|
|
(16)
|
Normand Lamarche is a natural person resident in the province
of Ontario and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 33,500 shares
of common stock issuable upon exercise of warrants. Mr. Lamarche also beneficially owns the Shares registered in the name 1582568 Ontario
Inc. (described above).
|
|
(17)
|
Fourth Sail Long Short LLC is a Delaware limited liability company.
Ariel Merenstein, the CEO of Fourth Sail Capital LP, and Thiago Doria, the CFO of Fourth Sail Capital LP, have sole dispositive and voting
power over the Shares. Shares being sold and beneficially owned include 888,889 Shares upon exercise of warrants.
|
|
(18)
|
NewGen Equity Long Short Fund’s Shares to be sold pursuant
to this Prospectus are registered in the name of “Gundy Co ITF NewGen Equity Long Short Fund - Account No 515-00449-22”.
NewGen Equity Long Short Fund is a Grand Cayman corporation. NewGen Asset Management Ltd. is the investment manager for NewGen Equity
Long Short Fund. David Dattels, President, Portfolio Manager, Chris Rowan, Portfolio Manager, and Norm Chang, Portfolio Manager for NewGen
Asset Management Ltd., have sole dispositive and voting power over the Shares. Shares being sold and beneficially owned include 222,222
Shares upon exercise of warrants.
|
|
(19)
|
NBIMC Quantitative Strategies Fund - Class N’s Shares
to be sold pursuant to this Prospectus are registered in the name of “Brant Investments Limited for Account #116364008”.
NBIMC Quantitative Strategies Fund - Class N is a New Brunswick trust, for which Vestcor Inc. is the trustee. Jon Spinney, the Chief
Investment Officer at Vestcor Inc., has sole dispositive and voting power over the Shares. Shares being sold and beneficially owned include
22,917 Shares upon exercise of warrants.
|
|
(20)
|
NBIMC Quantitative Strategies (2017) Fund’s Shares to
be sold pursuant to this Prospectus are registered in the name of Brant Investments Limited for Account #116364027”. NBIMC Quantitative
Strategies (2017) Fund is a New Brunswick trust, for which Vestcor Inc. is the trustee. Jon Spinney, the Chief Investment Officer at
Vestcor Inc., has sole dispositive and voting power over the Shares. Shares being sold and beneficially owned include 365,972 Shares
upon exercise of warrants.
|
|
(21)
|
Bullheart Capital Inc.’s Shares to be sold pursuant to
this Prospectus are registered in the name of “Scotia Capital Inc. ITF Bullheart Capital Inc. a/c 467-33826-20”. Bullheart
Capital Inc. is a British Columbia corporation. Alidad Pejman, the Director for Bullheart Capital Inc., has sole dispositive and voting
power over the Shares. Shares being sold and owned beneficially include 5,556 Shares upon exercise of warrants.
|
|
(22)
|
CL Partnership I is a Florida general partnership. Zach Schwartz,
Douglas Band and Jonathan Orszag, Partners of CL Partnership I, have sole dispositive and voting power over the Shares. Shares being
sold and beneficially owned include 72,222 Shares issuable upon exercise of warrants.
|
|
(23)
|
R. Stuart Angus’s Shares to be sold pursuant to this Prospectus
are registered in the name of “Scotia Capital ITF R Stuart Angus a/c 805-05261-21”. R. Stuart Angus is a natural person resident
in the Province of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned
include 22,222 Shares issuable upon exercise of warrants.
|
|
(24)
|
Phase 2 Investments Inc. is a British Columbia corporation.
Mark Bajus, the President of Phase 2 Investments Inc., has sole dispositive and voting power over the Shares. Shares being sold and beneficially
owned include 5,556 Shares upon exercise of warrants.
|
|
(25)
|
Mitch Ponak is a natural person resident in the Province of
British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 5,556 Shares
issuable upon exercise of warrants.
|
|
(26)
|
James Killam is a natural person resident in the Province of
British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 5,556 Shares
issuable upon exercise of warrants.
|
|
(27)
|
Drew Fernandez’s Shares are registered in the name of
“National Bank Financial Inc. ITF Drew Fernandez - a/c 4AE904-E”. Drew Fernandez is a natural person resident in the Province
of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 5,556
Shares issuable upon exercise of warrants. Drew Fernandez is an investment advisor for National Bank Financial Wealth Management (Canada)
which is an affiliated entity to National Bank of Canada Financial Inc. a FINRA registered broker-dealer.
|
|
(28)
|
Maria Laube is a natural person resident in the Province of
British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 2,222 Shares
issuable upon exercise of warrants.
|
|
(29)
|
Walter Von Laubenfels is a natural person resident in the Province
of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 2,222
Shares issuable upon exercise of warrants.
|
|
(30)
|
Natasha Burnett is a natural person resident in the Province
of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 2,222
Shares issuable upon exercise of warrants.
|
|
(31)
|
Anthony D. Weldon is a natural person resident in the Province
of Ontario and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 22,222 Shares
issuable upon exercise of warrants.
|
|
(32)
|
Kestrel Holdings Ltd.’s Shares to be sold pursuant to
this Prospectus are registered in the name of “Fidelity Clearing Canada ULC ITF Kestrel Holdings Ltd. a/c E58-0449-A”. Kestrel
Holdings Ltd. is a British Columbia corporation. Ross J. Beaty, the President for Kestrel Holdings Ltd., has sole dispositive and voting
power over the Shares. Shares being sold and beneficially owned include 22,222 Shares upon exercise of warrants.
|
|
(33)
|
Andrew Potter is a natural person resident in the Province of
Ontario and exercises voting and dispositive power over the Shares. Shares being sold and beneficially owned include 2,500 Shares issuable
upon exercise of warrants.
|
|
(34)
|
Matthew Arneill’s Shares to be sold pursuant to this Prospectus
are registered in the name of “National Bank Financial Inc. ITF Matthew Arneill - a/c 05F0XEE”. Matthew Arneill is a natural
person resident in the Province of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and
beneficially owned include 3,556 Shares issuable upon exercise of warrants. Matthew Arneill is an investment advisor for National Bank
Financial Wealth Management (Canada) which is an affiliated entity to National Bank of Canada Financial Inc. a FINRA registered broker-dealer.
|
|
(35)
|
Bromma Gold Master Fund Inc.’s Shares are registered in
the name of “Investor Company ITF 5J5994 Bromma Gold Master Fund Inc.” Bromma Gold Master Fund Inc. is a Cayman Island exempted
company with limited liability. Bromma Asset Management Inc. is the investment advisor of Bromma Gold Master Fund Inc. Lukas H. Lundin,
the CEO of Bromma Asset Management Inc., has sole dispositive and voting power over the Shares. Shares being sold and owned beneficially
include 44,611 Shares upon exercise of warrants.
|
|
(36)
|
Bromma Resource Master Fund Inc.’s Shares are registered
in the name of “Investor Company ITF 5J5946 Bromma Resource Master Fund Inc.” Bromma Resource Master Fund Inc. is a Cayman
Island exempted company with limited liability. Bromma Asset Management Inc. is the investment advisor of Bromma Resource Master Fund
Inc. Lukas H. Lundin, the CEO of Bromma Asset Management Inc., has sole dispositive and voting power over the Shares. Shares being sold
and owned beneficially include 66,500 Shares upon exercise of warrants.
|
|
(37)
|
Cory Lott is a natural person resident in the Province of British
Columbia and exercises voting and dispositive power over the Shares. Shares being sold and owned beneficially include 2,222 Shares issuable
upon exercise of warrants.
|
|
(38)
|
Ioana Milanova’s Shares are registered in the name of
“Investor Company ITF Ioana Milanova a/c 164FH7J - CAD TFSA”. Ioana Milanova is a natural person resident in the Province
of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and owned beneficially include 4,444
Shares issuable upon exercise of warrants.
|
|
(39)
|
Susy H. Horna is a natural person resident in the Province of
British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and owned beneficially include 3,000 Shares
issuable upon exercise of warrants.
|
|
(40)
|
Federico Velasquez is a natural person resident in the Province
of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and owned beneficially include 1,778
Shares issuable upon exercise of warrants.
|
|
(41)
|
Joel Rheault’s Shares are registered in the name of “Odlum
Brown Limited ITF Joel Rheault a/c 400-2221-7”. Joel Rheault is a natural person resident in the Province of Ontario and exercises
voting and dispositive power over the Shares. Shares being sold and owned beneficially include 5,000 Shares issuable upon exercise of
warrants.
|
|
(42)
|
Linda Chang’s Shares are registered in the name of “Canaccord
Genuity ITF Linda Chang a/c 20J-360V-1”. Linda Chang is a natural person resident in the Province of British Columbia and exercises
voting and dispositive power over the Shares. Shares being sold and owned beneficially include 7,500 Shares issuable upon exercise of
warrants.
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(43)
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Taisiya Umrikhina is a natural person resident in the Province
of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and owned beneficially include 500
Shares issuable upon exercise of warrants.
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(44)
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Warren L. D. Beach is a natural person resident in the Province
of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and owned beneficially include 22,222
Shares issuable upon exercise of warrants.
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(45)
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Ramli Lee is a natural person resident in the Province of British
Columbia and exercises voting and dispositive power over the Shares. Shares being sold and owned beneficially include 2,500 Shares issuable
upon exercise of warrants.
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(46)
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Yasmin Sol McDonald is a natural person resident in the Province
of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and owned beneficially include 667
Shares issuable upon exercise of warrants.
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(47)
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Yu Jing Luo is a natural person resident in the Province of
British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and owned beneficially include 500 Shares
issuable upon exercise of warrants.
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(48)
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Catherine E. Pirooz is a natural person resident in the Province
of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and owned beneficially include 667
Shares issuable upon exercise of warrants.
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(49)
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Inderjit Shoker’s Shares are registered in the name of
“Fidelity Clearing Canada ULC ITF Inderjit Shoker A/C E5D-4101-Q”. Inderjit Shoker is a natural person resident in the Province
of British Columbia and exercises voting and dispositive power over the Shares. Shares being sold and owned beneficially include 4,444
Shares issuable upon exercise of warrants.
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(50)
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Chad Wolahan is a natural person resident in the State of Arizona
and exercises voting and dispositive power over the Shares. Shares being sold and owned beneficially include 2,222 Shares issuable upon
exercise of warrants.
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(51)
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Hans Wick is a natural person resident in Switzerland and exercises
voting and dispositive power over the Shares. Shares being sold and owned beneficially include 62,500 Shares issuable upon exercise of
warrants.
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Transactions with Selling Stockholders
On March 4, 2021, we closed a private placement
(the “Offering”) of units of the Company (the “Units”) at a price of C$2.25 per Unit (“Offering Price”),
each Unit comprised of one share of common stock of the Company and one half of one common stock purchase warrant (each full warrant,
a “Warrant”). Each Warrant entitles the holder to acquire one share of common stock at an exercise price of C$2.80 per share
for a period of three (3) years from the date of issuance.
Pursuant to the closing of the Offering, we issued
7,555,556 shares of common stock and 3,777,784 Warrants to investors upon payment of the Offering Price in cash. The shares of common
stock and Warrants were issued to investors inside the United States pursuant to the exemption from the registration requirements of the
United States Securities Act of 1933, as amended (the “U.S. Securities Act”) under Rule 506(b) of Regulation D under the U.S.
Securities Act and outside the United States pursuant to the exclusion from the registration requirements under the U.S. Securities Act
under Rule 903 of Regulation S under the U.S. Securities, in each case, in reliance upon the representations and warranties made to the
Company by the investors.
PLAN
OF DISTRIBUTION
Selling Stockholders
The common stock held by the selling stockholders
may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers, dealers,
or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. The sale of the selling stockholders’ common stock offered by this prospectus may
be effected in one or more of the following methods:
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ordinary brokerage transactions and transactions in which
the broker-dealer solicits purchasers;
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•
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transactions
involving cross or block trades;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
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•
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an
exchange distribution in accordance with the rules of the applicable exchange;
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in
privately negotiated transactions;
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•
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short
sales after the registration statement, of which this prospectus forms a part, becomes effective;
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•
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broker-dealers
may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
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•
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“at
the market” into an existing market for the common stock;
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•
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through
the writing of options on the shares;
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•
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a
combination of any such methods of sale; and
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•
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any
other method permitted pursuant to applicable law.
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With
regard only to the shares it sells for its own behalf, the selling stockholders may be deemed an “underwriter” within the
meaning of the Securities Act. Because a selling stockholder may be deemed to be an “underwriter” within the
meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder.
In order to comply with the securities laws of
certain states, if applicable, the shares of each of the selling stockholders may be sold only through registered or licensed brokers
or dealers. In addition, in certain states, such shares may not be sold unless they have been registered or qualified for sale in the
state or an exemption from the registration or qualification requirement is available and complied with.
Each of the selling stockholders has advised us
that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale
of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares
of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered
into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus.
The selling stockholders may also sell shares
of common stock under Rule 144 or Rule 145, as applicable, promulgated under the Securities Act, if available, rather than under this
prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described in this prospectus.
The selling stockholders may also sell the shares
directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers
may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares
for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer
might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account
and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to
market makers or other purchasers at a price per share which may be below the then market price. The selling stockholders cannot assure
that all or any of the shares offered in this prospectus will be issued to, or sold by, such selling stockholder.
Brokers, dealers, underwriters, or agents participating
in the distribution of the shares held by the selling stockholders as agents may receive compensation in the form of commissions, discounts,
or concessions from the selling stockholders and/or purchasers of the common stock for whom the broker-dealers may act as agent.
The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of
the shares if liabilities are imposed on that person under the Securities Act.
We may suspend the sale of shares by the selling
stockholders pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required to be
supplemented or amended to include additional material information.
This offering as it relates to the selling stockholder
will terminate on the date that all shares issued to such selling stockholder that are offered by this prospectus have been sold by such
selling stockholder.
Regulation M
The anti-manipulation rules of Regulation M under
the Exchange Act of 1934, as amended (the “Exchange Act”) may apply to sales of our common stock and activities of the selling
stockholder.
We have advised the selling stockholders that
while it is engaged in a distribution of the shares included in this prospectus it is required to comply with Regulation M promulgated
under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer
or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits
any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of
the foregoing may affect the marketability of the shares offered hereby this prospectus.
DESCRIPTION OF COMPANY CAPITAL STOCK
The
authorized capital stock of the Company consists of 750,000,000 shares of common stock at a par value of $0.0001 per share, and 250,000,000
shares of preferred stock, par value $0.0001, of which 5,000,000 is designated as series A preferred stock and 45,000,000 is designated
as series B preferred stock. As of the date of this prospectus, there are 70,472,270 shares of common stock issued and outstanding,
no series A preferred stock issued and outstanding and 677,084 shares of common stock issuable upon conversion of issued and outstanding
series B preferred stock.
Common Stock
Holders of the Company’s common stock are
entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting
rights. Therefore, subject to the rights of any outstanding preferred stock, holders of a majority of the shares of common stock
voting for the election of directors can elect all of the directors. Holders of the Company’s common stock representing a majority
of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy,
are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding
shares is required to effectuate certain fundamental corporate changes such as merger or an amendment to the Company’s certificate
of incorporation.
Holders of the Company’s common stock are
entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event
of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain
after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s
common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s
common stock.
Preferred Stock
Our Board of Directors is authorized, subject
to any limitations prescribed by law, without further vote or action by our stockholders, to issue from time to time shares of preferred
stock in one or more series. Each series of preferred stock will have such number of shares, designations, preferences, voting powers,
qualifications and special or relative rights or privileges as shall be determined by our Board of Directors, which may include, among
others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.
Our Board of Directors has designated 5,000,000
shares of Preferred Stock as “Series A Preferred Stock”. Each share of Series A Preferred Stock is convertible
into one (1) share of the Company’s Common Stock. The Company is prohibited from effecting the conversion of the Series
A Preferred Stock to the extent that, as a result of the conversion, the holder of such shares beneficially owns more than 4.99% (or,
if this limitation is waived by the holder upon no less than 61 days prior notice to us, 9.99%) in the aggregate of the issued and
outstanding shares of our common stock calculated immediately after giving effect to the issuance of shares of common stock upon conversion
of the Series A Preferred Stock. The holders of the Company’s Series A Preferred Stock are also entitled to certain liquidation
preferences upon the liquidation, dissolution or winding up of the business of the Company.
Our Board of Directors has designated 45,000,000
shares of Preferred Stock as “Series B Preferred Stock”. Each share of Series B Preferred Stock is convertible
into one (1) share of the Company’s common stock. The Company is prohibited from effecting the conversion of the Series
B Preferred Stock to the extent that, as a result of the conversion, the holder of such shares beneficially owns more than 4.99% (or,
if this limitation is waived by the holder upon no less than 61 days prior notice to us, 9.99%) in the aggregate of the issued and
outstanding shares of our common stock calculated immediately after giving effect to the issuance of shares of common stock upon conversion
of the Series B Preferred Stock. The holders of the Company’s Series B Preferred Stock are also entitled to certain liquidation
preferences upon the liquidation, dissolution or winding up of the business of the Company.
Options and Warrants
As
of the date hereof, there are stock options to acquire 5,250,002 shares of common stock of the Company issued and outstanding at an average
weighted exercise price of $2.29 (assuming an exchange rate of C$1:US$0.7854), of which 225,002 are exercisable at an average weighted
exercise price of $0.87 and the remainder are subject to vesting conditions.
As of the date hereof, there are warrants to acquire
31,474,113 shares of common stock of the Company issued and outstanding as follows:
Warrants Issued
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Exercise Price
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Expiration Date
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262,994
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C$1.20
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January 2022
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27,433,335
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C$1.80
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October 2024
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3,777,784
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C$2.80
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March 2024
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Anti-Takeover Provisions
Our Certificate of Incorporation
contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We
are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions
may make more difficult to effect the removal of management and may discourage transactions that otherwise could involve payment of a
premium over prevailing market prices for our securities.
These provisions:
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grant the Board of Directors the ability to designate the terms of and issue new series of preferred shares, which can be created and issued by the Board of Directors without prior stockholder approval, with rights senior to those of the common stock; and
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impose limitations on our stockholders’ ability to call special stockholder meetings.
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Further, Mr. Richard
Warke, our Executive Chairman, controls 21,689,788 shares of common stock with the right to
acquire an additional 18,865,727 shares underlying warrants representing 57.00% of the issued and outstanding voting shares (common and
preferred, on an as-converted basis) of the Company on a partially diluted basis as of June 16, 2021 and Barrick Gold Corporation controls
9,100,000 shares of common stock with the right to acquire an additional 9,100,000 shares underlying warrants, representing 25.58% of
the issued and outstanding voting shares (common and preferred, on an as-converted basis) of the Company on a partially diluted basis
as of June 16, 2021. The large concentration of our voting shares in two stockholders makes it more difficult to effect the removal of
management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
Indemnification of
Directors and Officers
Section 145 of the Delaware General Corporation
Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including
attorneys' fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil,
criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted
in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable
in the case of derivative actions, except that indemnification only extends to expenses including attorneys' fees incurred in connection
with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification
that may be granted by a corporation's certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors
or otherwise.
The Company’s Certificate of Incorporation
and By-Laws provide that it will indemnify and hold harmless, to the fullest extent permitted by Section 145 of the Delaware General Corporation
Law, as amended from time to time, each person that such section grants us the power to indemnify.
The Delaware General Corporation Law permits a corporation to provide
in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for liability for:
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any breach of the director's duty of loyalty to the corporation or its stockholders;
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acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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payments of unlawful dividends or unlawful stock repurchases or redemptions; or
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any transaction from which the director derived an improper personal benefit.
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The Company’s Certificate of Incorporation
and By-Laws provide that, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or
our stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be
prospective only and will not adversely affect any limitation, right or protection of a director of our company existing at the time of
such repeal or modification.
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX
CONSIDERATIONS
The following is a general discussion of certain
material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our common stock. This discussion
is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), existing and
proposed U.S. Treasury Regulations promulgated or proposed thereunder and current administrative and judicial interpretations thereof,
all as in effect as of the date of this prospectus and all of which are subject to change or to differing interpretation, possibly with
retroactive effect. We have not sought and will not seek, any rulings from the Internal Revenue Service (the “IRS”), or opinion
of counsel, regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a contrary position.
This discussion is limited to U.S. holders and
non-U.S. holders who hold our common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code (generally,
as property held for investment). This discussion does not address all aspects of U.S. federal income taxation, such as the U.S. alternative
minimum income tax and the additional tax on net investment income, nor does it address any aspect of state, local or non-U.S. taxes,
or U.S. federal taxes other than income taxes, such as federal estate and gift taxes. Except as provided below, this summary does not
address tax reporting requirements. This discussion does not consider any specific facts or circumstances that may apply to a holder and
does not address the special tax considerations that may be applicable to particular holders, such as:
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tax-exempt organizations;
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banks or other financial institutions;
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brokers or dealers in securities or foreign currency;
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traders in securities who elect to apply a mark-to-market method of accounting;
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real estate investment trusts, regulated investment companies or mutual funds;
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controlled foreign corporations;
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passive foreign investment companies;
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persons that own (directly, indirectly or constructively) more than 5% of the total voting power or total value of our common stock;
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corporations that accumulate earnings to avoid U.S. federal income tax;
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certain former citizens or long-term residents of the United States;
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persons that have a “functional currency” other than the U.S. dollar;
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persons that acquire our common stock as compensation for services;
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owners that hold our stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment;
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holders subject to special tax accounting rules;
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partnerships or other entities treated as partnerships for U.S. federal income tax purposes.
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If any entity taxable as a partnership for U.S.
federal income tax purposes holds our common stock, the U.S. federal income tax treatment of a partner in the partnership generally will
depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. A partner
in a partnership or other pass-through entity that holds our common stock should consult his, her or its own tax advisor regarding the
applicable tax consequences.
For purposes of this discussion, the term “U.S.
holder” means a beneficial owner of our common stock that is, for U.S. federal income tax purposes:
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an individual who is a citizen or resident of the United States;
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a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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a trust, if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (2) the trust has a valid election to be treated as a U.S. person under applicable U.S. Treasury Regulations.
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A “non-U.S. holder” is a beneficial
owner of our common stock that is neither a U.S. holder nor a partnership (or other entity treated as a partnership for U.S. federal income
tax purposes).
Prospective investors should consult their
own tax advisors regarding the U.S. federal, state, local and non-U.S. income and other tax considerations of the purchase, ownership
and disposition of our common stock.
U.S. Holders
Distributions on Common Stock
If we pay distributions of cash or property with
respect to our common stock, those distributions generally will constitute dividends for U.S. federal income tax purposes to the extent
paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds
our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the U.S. holder’s investment,
up to such holder’s adjusted tax basis in its shares of our common stock. Any remaining excess will be treated as capital gain,
subject to the tax treatment described below under the heading “U.S. Holders—Gain on Sale, Exchange or Other Taxable Disposition.”
Dividends we pay to a U.S. holder that is a taxable
corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions
(including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and
provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder generally will constitute “qualified
dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains.
Gain on Sale, Exchange or Other Taxable
Disposition
Upon the sale or other taxable disposition of
common stock, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between (a) the amount
of cash plus the fair market value of any property received and (b) such U.S. holder’s tax basis in such common stock sold
or otherwise disposed of. Such gain or loss generally will be long-term capital gain or loss if, at the time of the sale or other disposition,
the common stock has been held by the U.S. holder for more than one year. Preferential tax rates may apply to long-term capital gain of
a U.S. holder that is an individual, estate, or trust. Deductions for capital losses are subject to significant limitations.
Non-U.S. Holders
Distributions on Common Stock
If we pay distributions of cash or property with
respect to our common stock, those distributions generally will constitute dividends for U.S. federal income tax purposes to the extent
paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds
our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the non-U.S. holder’s investment,
up to such holder’s tax basis in its shares of our common stock. Any remaining excess will be treated as capital gain, subject to
the tax treatment described below under the heading “Non-U.S. Holders —Gain on Sale, Exchange or Other Taxable Disposition.”
Dividends paid to a non-U.S. holder generally will be subject to withholding of U.S. federal income tax at a 30% rate, or such lower rate
as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence. In the
case of any constructive distribution, it is possible that this tax would be withheld from any amount owed to the non-U.S. holder, including,
but not limited to, distributions of cash, common stock or sales proceeds subsequently paid or credited to that holder. If we are unable
to determine, at the time of payment of a distribution, whether the distribution will constitute a dividend, we may nonetheless choose
to withhold any U.S. federal income tax on the distribution as permitted by U.S. Treasury Regulations. If we are a “USRPHC”
(as defined below under the heading “Non-U.S. Holders —Gain on Sale, Exchange or Other Taxable Disposition”) and we
do not qualify for the “Regularly Traded Exception” (as defined below under the heading “Non-U.S. Holders —Gain
on Sale, Exchange or Other Taxable Disposition”), distributions which constitute a return of the non-U.S. holder’s investment
will be subject to withholding unless an application for a withholding certificate is filed to reduce or eliminate such withholding.
Distributions that are treated as effectively
connected with a trade or business conducted by a non-U.S. holder within the United States are generally not subject to the 30% withholding
tax if the non-U.S. holder provides a properly executed IRS Form W-8ECI stating that the distributions are not subject to withholding
because they are effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States. If a non-U.S.
holder is engaged in a trade or business in the United States and the distribution is effectively connected with the conduct of that trade
or business, the distribution will generally have the consequences described above for a U.S. holder (subject to any modification provided
under an applicable income tax treaty). Any U.S. effectively connected income received by a non-U.S. holder that is treated as a corporation
for U.S. federal income tax purposes may also, under certain circumstances, be subject to an additional “branch profits tax”
at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty).
A non-U.S. holder who claims the benefit of an
applicable income tax treaty between the United States and such holder’s country of residence generally will be required to provide
a properly executed IRS Form W-8BEN or W-8BEN-E, as applicable, and satisfy applicable certification and other requirements. A non-U.S.
holder that is eligible for a reduced rate of U.S. withholding tax under an income tax treaty generally may obtain a refund or credit
of any excess amounts withheld by timely filing an appropriate claim with the IRS. Non-U.S. holders should consult their own tax advisors
regarding their entitlement to benefits under a relevant income tax treaty.
Gain on Sale, Exchange or Other Taxable
Disposition
Subject to the discussions below in “—Information
Reporting and Backup Withholding” and “—Foreign Account Tax Compliance Act,” a non-U.S. holder generally will
not be subject to U.S. federal income tax on gain recognized on a sale, exchange or other taxable disposition of our common stock
unless:
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the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and, if an applicable income tax treaty so provides, the gain is attributable to a permanent establishment maintained by the non-U.S. holder in the United States; in these cases, the non-U.S. holder will be taxed on a net income basis at the regular graduated rates and in the manner applicable to a U.S. holder, and, if the non-U.S. holder is a corporation, an additional branch profits tax at a rate of 30%, or a lower rate as may be specified by an applicable income tax treaty, may also apply;
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the non-U.S. holder is an individual present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the amount by which such non-U.S. holder’s capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of the disposition; or
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our common stock constitutes “U.S. real property interests” by reason of our being or having been a “U.S. real property holding corporation” (a “USRPHC”) during the shorter of the five-year period ending on the date of the disposition or the period that the non-U.S. holder held our common stock. Generally, a domestic corporation is a “U.S. real property holding corporation” if the fair market value of its “U.S. real property interests” (within the meaning of the Internal Revenue Code) equals or exceeds 50% of the sum of the fair market value of its U.S. and worldwide real property interests plus its other assets used or held for use in a trade or business. We believe that we are currently, and anticipate remaining, a “U.S. real property holding corporation” for U.S. federal income tax purposes. However, because the determination of whether we are a U.S. real property holding corporation depends on the fair market value of our U.S. real property interests relative to the fair market value of our U.S. and worldwide real property interests plus our other assets used or held for use in a trade or business, there can be no assurance that we will remain a U.S. real property holding corporation in the future. Even if we are U.S. real property holding corporation, as long as our common stock is regularly traded on an established securities market under the rules set forth in the Treasury Regulations (the “Regularly Traded Exception”), common stock held by a non-U.S. holder will be treated as U.S. real property interests only if such non-U.S. holder actually (directly or indirectly) or constructively holds more than five percent of the total voting power or total value of such regularly traded common stock at any time during the shorter of the five-year period preceding such non-U.S. holder’s disposition of, or holding period for, our common stock.
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Information Reporting and Backup Withholding
Distributions on, and the payment of the proceeds
of a disposition of, our common stock generally will be subject to information reporting if made within the United States or through certain
U.S.-related financial intermediaries. Information returns are required to be filed with the IRS and copies of information returns may
be made available to the tax authorities of the country in which a holder resides or is incorporated under the provisions of a specific
treaty or agreement.
Backup withholding may also apply if the holder
fails to provide certification of exempt status or a correct U.S. taxpayer identification number and otherwise comply with the applicable
backup withholding requirements. Generally, a holder will not be subject to backup withholding if it provides a properly completed and
executed IRS Form W-9 or appropriate IRS Form W-8, as applicable. Backup withholding is not an additional tax. Amounts withheld
under the backup withholding rules may be refunded or credited against the holder’s U.S. federal income tax liability, if any, provided
certain information is timely filed with the IRS.
Foreign Account Tax Compliance Act
Sections 1471 through 1474 of the Code (commonly
referred to as “FATCA”) impose a separate reporting regime and potentially a 30% withholding tax on certain payments, including
payments of dividends on shares of our common stock. Withholding under FATCA generally applies to payments made to or through a foreign
entity if such entity fails to satisfy certain disclosure and reporting rules. These rules generally require (i) in the case of a foreign
financial institution, that the financial institution agree to identify and provide information in respect of financial accounts held
(directly or indirectly) by U.S. persons and U.S.-owned entities, and, in certain instances, to withhold on payments to account holders
that fail to provide the required information, and (ii) in the case of a non-financial foreign entity, that the entity either identify
and provide information in respect of its substantial U.S. owners or certify that it has no such U.S. owners.
FATCA withholding also potentially applies to
payments of gross proceeds from the sale or other disposition of shares of our common stock. Proposed regulations, however, would eliminate
FATCA withholding on such payments, and the U.S. Treasury Department has indicated that taxpayers may rely on this aspect of the proposed
regulations until final regulations are issued.
Non-U.S. Holders typically will be required to
furnish certifications (generally on the applicable IRS Form W-8) or other documentation to provide the information required by FATCA
or to establish compliance with or an exemption from withholding under FATCA. FATCA withholding may apply where payments are made through
a non-U.S. intermediary that is not FATCA compliant, even where the Non-U.S. Holder satisfies the holder’s own FATCA obligations.
The United States and a number of other jurisdictions
have entered into intergovernmental agreements to facilitate the implementation of FATCA. Any applicable intergovernmental agreement may
alter one or more of the FATCA information reporting and withholding requirements. You are encouraged to consult with your own tax advisor
regarding the possible implications of FATCA on your investment in shares of our common stock, including the applicability of any intergovernmental
agreements.
EXPERTS
The consolidated financial statements of Augusta
as of December 31, 2020 and 2019 and for each of the two years ended December 31, 2020 and 2019 included in our annual report on Form
10-K which is incorporated herein by reference, have been audited by Davidson & Company LLP, independent registered public accounting
firm, as set forth in their report thereon, which is incorporated herein by reference, and are included in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.
Information relating to the Company’s mineral
properties in this prospectus and the documents incorporated by reference herein has been reviewed and approved by Mr. Scott Burkett,
Vice President Exploration for the Company. Except for his position with the Company and his ownership of 4,510 shares of common stock
of the Company and warrants to acquire 2,222 shares of common stock of the Company, Mr. Burkett has not received a direct or indirect
interest in the Company, the properties of the Company or of any affiliate of the Company.
LEGAL MATTERS
The validity of the securities offered hereby
have been passed upon for Augusta Gold by Dorsey & Whitney LLP.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference”
information we file with the SEC. This means that we can disclose important information to you by referring you to those documents.
Any information we reference in this manner is considered part of this prospectus. Information we file with the SEC after the
date of this prospectus will automatically update and, to the extent inconsistent, supersede the information contained in this prospectus.
The following documents have been filed by us
with the SEC, are specifically incorporated by reference into, and form an integral part of, this prospectus.
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(a)
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which report contains our
audited consolidated financial statements and the notes thereto as at December 31, 2020 and 2019 and for the fiscal years ended December
31, 2020 and 2019, together with the auditors’ report thereon and the related management’s discussion and analysis of financial
condition and results of operations for the fiscal years ended December 31, 2020 and 2019, as filed with the SEC on March 16, 2021;
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(b)
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our Amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as filed with the
SEC on April 30, 2021;
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(c)
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our Quarterly Report on Form 10-Q for the three month period ended March 31, 2021, which report contains
our unaudited condensed consolidated financial statements and the note thereto as at March 31, 2020 and the three month periods ended
March 31, 2021 and 2020 and the related management’s discussion and analysis of financial condition and results of operations for
the three months ended March 31, 2021, as filed with the SEC on May 11, 2021;
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(d)
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our Current Reports on Form 8-K as filed on January 13, 2021, January 22, 2021, January 29, 2021, February 11, 2021, February 22, 2021, February 26, 2021, March 5, 2021, March 22, 2021, April 19, 2021 and May 19, 2021;
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(e)
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The description of the common stock contained in our registration statement on Form 8-A filed with
the SEC on April 13, 2012, including any amendment or report filed for purposes of updating such description; and
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(f)
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all other documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act (excluding, unless otherwise provided therein or herein, information furnished pursuant to Item 2.02 and Item 7.01 on any Current
Report on Form 8-K), after the date of this prospectus but before the end of the offering of the securities made by this prospectus.
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We also hereby specifically incorporate by reference
all filings by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the filing of the initial registration
statement on Form S-3 to which this prospectus relates and prior to effectiveness of such registration statement.
You may obtain copies of any of these documents
by contacting us at the address and telephone number indicated below or by contacting the SEC as described below. You may request a copy
of these documents, and any exhibits that have specifically been incorporated by reference as an exhibit in this prospectus, at no cost,
by writing or telephoning to:
AUGUSTA GOLD CORP.
Suite 555 – 999 Canada Place
Vancouver, British Columbia
Attention: Purni Parikh, Corporate Secretary
Telephone: (604) 687-1717
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement
on Form S-3 under the Securities Act relating to the offering of these securities. The registration statement, including the attached
exhibits and schedules, contains additional relevant information about us and the securities. This prospectus does not contain all of
the information set forth in the registration statement and the exhibits and schedules thereto. For further information respecting our
company and the shares offered by this prospectus, you should refer to the registration statement, including the exhibits and schedules
thereto.
We file annual, quarterly and other reports, proxy
statements and other information with the SEC. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC pursuant to Section
13(a) or 15(d) of the Exchange Act can be accessed free of charge through the Internet. The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
You may access the registration statement, of which this prospectus is a part, and the documents incorporated by reference herein, at
the SEC’s Internet site. You may also access these documents at the Company’s website at www.augustagold.com.
11,316,673 SHARES OF COMMON STOCK
PROSPECTUS
Augusta Gold (QB) (USOTC:AUGG)
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De Mai 2024 à Juin 2024
Augusta Gold (QB) (USOTC:AUGG)
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De Juin 2023 à Juin 2024