AUSTIN GOLD CORP. UNDERWRITING AGREEMENT 3,265,000 Common SharesUnderwriting Agreement • May 16th, 2022 • Austin Gold Corp. • Gold and silver ores • New York
Austin Gold Corp., a British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of 3,265,000 authorized but unissued shares (the “Firm Shares”) of common shares of the Company, no par value (the “Common Shares”). The Company also proposes to issue and sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional 489,750 authorized but unissued Common Shares (the “Option Shares” and, together with the Firm Shares, the “Shares”). The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
