Certain statements in this Management's Discussion and Analysis ("MD&A"), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements". Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "would," "expect," "intend," "could," "estimate," "should," "anticipate," or "believe," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable law. Readers should carefully review the risk factors and related notes included under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 16, 2021.

The following MD&A is intended to help readers understand the results of our operation and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Interim Unaudited Financial Statements and the accompanying Notes to Interim Unaudited Financial Statements under Part 1, Item 1 of this Quarterly Report on Form 10-Q.

Unless otherwise indicated or unless the context otherwise requires, all references in this document to "we," "us," "our," the "Company," and similar expressions refer to Augusta Gold Corp., and depending on the context, its subsidiaries.

Company History and Recent Events





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.

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.

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. Through the Company's acquisition of the Equity Interests, the Company acquired rights to 1,500 acres of land adjoining the Company's Bullfrog Gold deposit. As at the date of this Report, the Company's total land position at the Bullfrog Gold Project totals approximately 7,800 acres.

--------------------------------------------------------------------------------


                                       19

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Following closing of the Acquisition Transaction, the Company's board and management was reconstituted to include Maryse Bélanger as President, CEO and director, and Messrs. Donald Taylor and Daniel Earle as directors of the Company joining Mr. David Beling as the sole pre-existing Company director.

On January 7, 2021, the Company announced the appointment of Mr. Richard Warke, Ms. Poonam Puri and Mr. John Boehner as directors of the Company, the resignation of Mr. David Beling as a director of the Company, and the appointments of new members of management. On January 20, 2021, the Company announced the appointment of Mr. Len Boggio as a director of the Company.

On April 13, 2021, the Company announced the appointment of Mr. Donald Taylor as President and Chief Executive Officer of the Company and the resignation of Maryse Belanger as President, Chief Executive Officer and a director.





Results of Operations


Three Months Ended June 30, 2021 Compared to June 30, 2020





                                                Three Months Ended
                                              6/30/21       6/30/20
Operating expenses
General and administrative                   $1,300,318       $197,853
Lease expense                                    16,000         16,000
Exploration, evaluation and project expense   3,909,175        323,274
Accretion expense                                 7,503              -
Depreciation expense                              8,066              -
Total operating expenses                      5,241,062        537,127

Net operating loss                          (5,241,062)      (537,127)

Interest expense                                      -       (19,235)
Revaluation of warrant liability             16,897,823      (498,974)
Foreign currency translation adjustment         461,181              -
Net income (loss)                           $12,117,942   ($1,055,336)



Six Months Ended June 30, 2021 Compared to June 30, 2020





                                                 Six Months Ended
                                              6/30/21       6/30/20
Operating expenses
General and administrative                   $2,638,549       $381,661
Lease expense                                    16,000         16,000
Exploration, evaluation and project expense   6,493,723        366,963
Accretion expense                                12,443              -
Depreciation expense                             16,133              -
Total operating expenses                      9,176,848        764,624

Net operating loss                          (9,176,848)      (764,624)

Interest expense                                      -       (38,299)
Revaluation of warrant liability              9,889,937      (327,483)
Foreign currency translation adjustment         656,507              -
Net income (loss)                            $1,369,596   ($1,130,406)


--------------------------------------------------------------------------------


                                       20

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

For the three months ending June 30, 2021, the Company increased general and administrative expenses by approximately $1,102,000. The increase was due to the following year over year variances:





Three months ending 6/30/2021 6/30/2021 6/30/2020 Variance
Accounting fees                 $62,000   $20,000   $42,000
Legal fees                       85,000     6,000    79,000
Marketing expense                 9,000   124,000 (115,000)
Payroll                         362,000    27,000   335,000
Corporate expenses & rent        78,000         -    78,000
Share based compensation        487,000         -   487,000
Insurance                        34,000         -    34,000
Stock exchange fees             177,000     2,000   175,000
Other general expenses            6,000    19,000  (13,000)



For the six months ending June 30, 2021, the Company increased general and administrative expenses by approximately $2,257,000. The increase was due to the following year over year variances:

Six months ending 6/30/2021 6/30/2021 6/30/2020 Variance Accounting fees

$156,000   $53,000 $103,000
Legal fees                    265,000     8,000  257,000
Marketing expense              73,000   159,000 (86,000)
Payroll                       816,000    54,000  762,000
Corporate expenses & rent     220,000    37,000  183,000
Share based compensation      721,000    37,000  684,000
Insurance                      61,000         -   61,000
Stock exchange fees           219,000    17,000  202,000
Other general expenses        108,000    17,000   91,000



·Accounting fees increase resulted from higher costs for review procedures along with additional consulting fees needed for required regulatory filings and tax compliance. Management believes these increased costs will continue in future fiscal periods.

·Legal fees were needed for additional stock exchange listing compliance requirements. While these fees represent a onetime cost, management does believe that legal costs will be higher than prior periods moving forward due to the Company's increased compliance costs and the implementation of regulatory changes in relation to property disclosure requirements in our filings with the SEC.

·Marketing expense was lower as 2020 had additional amounts that were used for company and shareholder awareness projects.

·The increase in payroll and corporate expenses was from the Company entering into an agreement to share office space, equipment, personnel, consultants and various administrative services for the Company's new head office located in Vancouver, BC Canada. Management expects payroll costs to continue to be higher than prior periods due to increased personnel and consultants added in the quarter that will continue to be retained moving forward.

·The Company granted 5,825,000 options to officers, directors and employees of the Company in the first quarter 2021, pursuant to the terms of the Company's Stock Option Plan. The Company recognized share-based compensation expense related to the stock options of $487,000 and $721,000 for the three months and six months ending, respectively.

·Stock exchange fee variance is a result of the initial listing fee paid to the TSX in April 2021. Annual exchange fees will continue; however the Company does not expect initial listing fees to be incurred for the remainder of the year.

--------------------------------------------------------------------------------


                                       21

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

For the three- and six-month period ending June 30, 2021 there was a variance $3,586,000 and $6,127,000, respectively, for the same period in 2020 in exploration and evaluation expenses. The following are the significant expenses incurred in 2021:





                          Three months      Six months
                        ending 6/30/2021 ending 6/30/2021
Drilling                      $2,131,000       $3,567,000
Consultants/Contractors          694,000        1,251,000
Supplies and equipment           481,000          659,000
Assay                            254,000          389,000
Water haulage                    171,000          307,000
Overhead                         107,000          208,000
Permits and fees                  68,000           84,000
Other                              3,000           29,000



In the second quarter of 2021, exploration drilling targeted four exploration targets. A total of 26 holes totaling 10,204 meters were drilled at Montgomery-Shoshone, Mystery Hill, Bullfrog and the Gap Target. A total of 11 holes totaling 3,366 meters were completed at Montgomery-Shoshone targeting key mineralized areas for metallurgical sample collection. A total of five holes totaling 1,712 meters were drilled at Mystery Hill to increase the historic drill spacing and collect metallurgical samples. A total of four holes totaling 1,405 meters were drilled at Bullfrog to collect metallurgical samples and test for remnant high-grade mineralization adjacent to the backfilled stope. The results for which assays have been received from the foregoing 20 holes will be included in the Company's upcoming NI 43-101 technical report. Lastly, six holes totaling 3,721 meters were drilled at the Gap Target exploration area targeting three structural corridors. These initial six holes did not yield significant results. Geologic data collected from the Gap Target drilling is being evaluated to refine the target areas.

In addition to exploration drilling in the second quarter, the Company continued to advance the development of the project by conducting comprehensive geologic mapping and geochemical sampling on the property and completing a geophysical survey at the Gap Target.

The revaluation of the warrant liability is based on the following warrants issued:

Issue Date Expiration Date Warrants Issued Exercise Price January 2020 January 2022 262,994 C$1.20 October 2020 October 2024 18,333,333 C$1.80 March 2021 March 2024 3,777,784 C$2.80

Liquidity and Capital Resources

The Company has no revenue generating operations from which it can internally generate funds. To date, the Company's ongoing operations have been financed by the sale of its equity securities by way of public offerings, private placements and the exercise of incentive stock options and share purchase warrants. The Company believes that it will be able to secure additional private placements and public financings in the future, although it cannot predict the size or pricing of any such financings. This situation is unlikely to change until such time as the Company can develop a bankable feasibility study on one of its projects.

On January 16, 2020, the Company sold an aggregate of 2,564,103 units for gross proceeds to the Company of C$2,000,000 to accredited investors pursuant to a subscription agreement. Each unit was sold for a purchase price of C$0.78 per unit and consisted of: (i) one share of the Company's common stock and (ii) one half of one share purchase warrant, with each whole warrant entitling the holder to acquire one share of the Company's common stock at an exercise price of C$1.20 per share for a period of 24 months from the date of issuance. In addition, the Company paid a total of C$118,918 for finder's fees on subscriptions under the Offering and issued to the finder 152,458 finder warrants. Each finder warrant entitles the holder to acquire one share of common stock at an exercise price of C$1.20 per share for a period of 24 months from the date of issuance.

On October 26, 2020, the Company sold an aggregate of 18,333,333 Units for gross proceeds to the Company of C$22,000,000 to accredited investors pursuant to a subscription agreement. Each Unit was sold for a purchase price of C$1.20 per Unit and consisted of: (i) one share of the Company's common stock and (ii) a four-year warrant to

--------------------------------------------------------------------------------


                                       22

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

purchase one share of common stock purchased at an exercise price of C$1.80 per share. Also, on the same date, the Company completed a land acquisition transaction for an aggregate consideration of 9,100,000 units of the Company, each unit consisting of one share of common stock and one four-year warrant to purchase one share of common stock at an exercise price of C$1.80 per share.

On March 4, 2021, the Company closed a private placement (the "Private Placement") of units of the Company (the "Units") at a price of C$2.25 per Unit ("Offering Price") for gross aggregate proceeds of C$17 million, each Unit comprised of one share of common stock of the Company (a "Unit Share") 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 (a "Warrant Share") at an exercise price of C$2.80 per Warrant Share for a period of three (3) years from the date of issuance. Finders' fees of C$450,000 were paid in connection with the Private Placement.

Pursuant to the closing of the Offering, the Company issued 7,555,556 Unit Shares and 3,777,784 Warrants to investors upon payment of the Offering Price in cash. The Unit Shares 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.





Liquidity


As of June 30, 2021, the Company had total liquidity of $23,590,000 in cash and cash equivalents. The Company had working capital of $22,610,000 and an accumulated deficit of $22,256,000. For the six months ended June 30, 2021, the Company had negative operating cash flows before changes in working capital of $7,770,000 and a net income of $1,370,000.

As of June 30, 2020, the Company had total liquidity of $713,000 in cash and cash equivalents. The Company had working capital of $205,000 and an accumulated deficit of $12,797,000. For the six months ended June 30, 2020, the Company had negative operating cash flows before changes in working capital of $766,000 and a net loss of $1,130,000.

The Company expects that it will operate at a loss for the foreseeable future and believes the current cash and cash equivalents and working capital will be sufficient for it to maintain its currently held properties, fund its planned exploration, and fund its currently anticipated general and administrative costs for at least the next 12 months from the date of this report. However, the Company does expect that it will be required to raise additional funds, again through public or private equity financings in the future in order to continue in business in the future past the immediate 12 month period. Should such financing not be available in that time-frame, the Company will be required to reduce its activities and will not be able to carry out all of its presently planned exploration and, if warranted, development activities on its currently anticipated scheduling.





Capital Management


The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital to an acceptable risk.

As of June 30, 2021, the capital structure of the Company consists of 70,472,270 shares of common stock, par value $0.0001. The Company manages the capital structure and adjusts it in response to changes in economic conditions, its expected funding requirements, and risk characteristics of the underlying assets. The Company's funding requirements are based on cash forecasts. In order to maintain or adjust the capital structure, the Company may issue new debt, new shares and/or consider strategic alliances. Management reviews its capital management approach on a regular basis. The Company is not subject to any externally imposed capital requirements.

Contractual obligations and commitments

The Company's contractual obligations and commitments as of June 30, 2021 and their approximate timing of payment are as follows:

--------------------------------------------------------------------------------


                                       23

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

<1 year 1 - 3 years 4 - 5 years >5 years      Total

Leases              $144,143    $602,491    $107,240 $700,000 $1,553,874
Capital Expenditure   25,000      60,000           -        -     85,000
                    $169,143    $662,491    $107,240 $700,000 $1,638,874

Off Balance Sheet Arrangements

We do not engage in any activities involving variable interest entities or off-balance sheet arrangements.

Critical Accounting Policies and Use of Estimates

Stock based compensation is measured at grant date, based on the fair value of the award, and is recognized as an expense over the employee's requisite service period. We estimate the fair value of each stock option as of the date of grant using the Black-Scholes pricing model. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future.

Mineral property exploration costs are expensed as incurred until such time as economic reserves are quantified. To date, the Company has not established any proven or probable reserves on its mineral properties. Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed. Costs of property acquisitions are being capitalized, and a required payment of $20,000 was made in 2018 to Mojave Gold Mining Corporation ("Mojave") as part of the Option to Purchase Agreement ("Option").

© Edgar Online, source Glimpses