Company History and Recent Events

The Company is an exploration stage gold company focused on developing its Bullfrog and Reward gold projects in Nevada. The Company recently acquired the Reward Project located near its Bullfrog Project through a purchase agreement with Waterton Nevada Splitter, LLC. The acquisition closed on June 13, 2022 for $12.5 million in cash, 7.8 million shares of Augusta Gold common stock, and $22.1 million in additional cash payments.

General Corporate Overview

The Company is focused on gold exploration and advancing projects towards potential gold production or strategic partnerships. The Company currently generates no revenue and operates at a loss, funding operations through equity financings. The management team and board of directors have experience successfully financing, exploring and developing mining assets.

Results of Operations

First Quarter 2024 vs First Quarter 2023

In the first quarter of 2024, the Company had total operating expenses of $1.1 million compared to $2.1 million in the first quarter of 2023. The decrease of $0.9 million was largely due to:

• Decreased general and administrative costs ($0.6 million) from lower legal/professional fees, marketing, payroll, corporate expenses, and share-based compensation
• Decreased exploration costs ($0.3 million) due to less spending on consultants, supplies, overhead and payroll

Other notable first quarter variances:

• Revaluation of warrant liability changed by $8 million year-over-year based on outstanding warrants
• Interest expense increased by $0.1 million

Liquidity and Capital Resources

As of March 31, 2024, the Company had $0.4 million in cash and cash equivalents. The Company has negative working capital of $30 million and an accumulated deficit of $36 million. For the first quarter of 2024, operating cash outflows were $1.5 million and net loss was $2.6 million.

The Company operates at a loss and expects to require additional equity financings to fund continued operations and planned exploration. Management believes current cash is sufficient for at least the next 12 months.

Capital Management

As of March 31, 2024, the Company’s capital structure consists of 85.9 million shares of common stock. The Company manages capital by adjusting spending and funding requirements based on cash forecasts. Management reviews the capital management approach regularly and may issue new debt or equity financings to maintain operations.

Contractual Obligations

The Company has contractual obligations over the next 20 years ranging from $21,000 to $45,000 per year related to annual payments on certain agreements.

Critical Accounting Policies and Estimates

The Company expenses all exploration costs until reserves are proven. Once reserves are proven, costs would be capitalized and amortized over the reserve life. The Company periodically reviews capitalized mineral properties for impairment. Acquisition costs for mineral properties are capitalized.

The Company uses estimates in determining fair value of stock options, expected life of options, and risk-free interest rates. The Company has not paid dividends and does not anticipate paying dividends.

Outlook

The Company will operate at a loss for the foreseeable future as it continues early-stage exploration on its Nevada gold projects. Additional equity financings will likely be required to maintain operations and fund planned exploration activities. The management team is focused on surface exploration and drilling programs to establish reserves and determine project feasibility. If exploration efforts are successful, the Company may look towards strategic partnerships or transactions to advance projects towards production.