UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________


FORM 10-Q


(Mark One)

[X]

QUARTERLY REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended September 30, 20172021

 

 

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________


Commission File Number 000-54653


Picture 

BULLFROGAUGUSTA GOLD CORP.

(Exact name of registrant as specified in its charter)


Delaware

41-2252162

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

 

897 Quail Run DriveSuite 555 - 999 Canada Place

 

Grand Junction, ColoradoVancouver, BC, Canada

81505V6C 3E1

(Address of principal executive offices)

(Zip Code)


(970) 628-1670(604)687-1717

(Registrant’s telephone number, including area code)



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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]  No [  ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]  No [  ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

[  ]

 

Accelerated filer

[  ]

Non-accelerated filer (Do not check if a smaller reporting company)

[  ]

 

Smaller reporting company

[X]

Emerging growth company

[  ]

 

 

 

Emerging growth company


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


Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act.) Yes [  ]  No [X]


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 101,907,09670,478,770 shares of common stock, par value $0.0001, were outstanding on November 7, 2017.9, 2021.








BULLFROGAUGUSTA GOLD CORP.

TABLE OF CONTENTS TO FORM 10-Q



PARTI.FINANCIALINFORMATION

3

ITEM 1. 1-CONSOLIDATEDFINANCIALSTATEMENTS(UNAUDITED)

3

ITEM 2. 2-MANAGEMENT’SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS

13

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES AND MARKET RISK

19

ITEM 4. CONTROLS 3-QUANTITATIVEAND PROCEDURESQUALITATIVEDISCLOSURESANDMARKETRISK

1923

PART II. OTHER INFORMATIONITEM4-CONTROLSANDPROCEDURES

2123

ITEM 1. LEGAL PROCEEDINGSPARTII.OTHERINFORMATION

2125

ITEM 1A. RISK FACTORS1-LEGALPROCEEDINGS

2125

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS1A-RISKFACTORS

2125

ITEM 3. DEFAULTS UPON SENIOR 2-UNREGISTEREDSALESOFEQUITYSECURITIESANDUSEOFPROCEEDS

2125

ITEM 4. MINE SAFETY DISCLOSURES3-DEFAULTSUPONSENIORSECURITIES

2125

ITEM 5. OTHER INFORMATION4-MINESAFETYDISCLOSURES

2125

ITEM 6. EXHIBITS5-OTHERINFORMATION

2125

SIGNATUREITEM6-EXHIBITS

2225

SIGNATURE

26































PART I. FINANCIAL INFORMATION


ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



BULLFROGAUGUSTA GOLD CORP.

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 20172021 AND DECEMBER 31, 20162020

(unaudited)(Expressed in US dollars)


9/30/21

12/31/20

Assets

 

 

 

 

 

Current assets

 

 

Cash

$20,472,984

$14,341,727

Prepaid

27,541

227,140

Deposits

82,028

331,989

Total current assets

20,582,553

14,900,856

 

 

 

Other assets

 

 

Mineral properties and equipment, net

12,048,981

11,155,969

Total other assets

12,048,981

11,155,969

 

 

 

Total assets

$32,631,534

$26,056,825

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

Current liabilities

 

 

Accounts payable

$440,573

$746,808

Total current liabilities

440,573

746,808

 

 

 

Long term liabilities

 

 

Asset retirement obligation

1,660,524

1,135,700

Warrant liability

9,792,315

21,517,000

Total long term liabilities

11,452,839

22,652,700

 

 

 

Total liabilities

11,893,412

23,399,508

 

 

 

Stockholders' equity

 

 

Preferred stock, 250,000,000 shares authorized, $0.0001 par value

0

0

Preferred stock series A, 5,000,000 shares designated and authorized,

$0.0001 par value; zero issued and outstanding as of 9/30/21 and 12/31/20

0

0

Preferred stock series B, 45,000,000 shares designated and authorized,

$0.0001 par value; issued and outstanding preferred stock series B shares convertible

into 677,084 shares of common stock as of 9/30/21 and 3,093,750 as of 12/31/20

67

309

Common stock, 750,000,000 shares authorized, $0.0001 par value;

70,472,270 shares issued and outstanding 9/30/21 and 55,842,715 shares issued

and outstanding as of 12/31/20

7,047

5,584

Additional paid in capital

41,963,842

26,276,997

Accumulated deficit

(21,232,834)

(23,625,573)

 

 

 

Total stockholders' equity

20,738,122

2,657,317

 

 

 

Total liabilities and stockholders' equity

$32,631,534

$26,056,825


 

9/30/17

 

12/31/16

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

  Cash

$

411,725

 

$

2,229

  Deposits

 

4,273

 

 

10,682

    Total current assets

 

415,998

 

 

12,911

 

 

 

 

 

 

Other assets

 

 

 

 

 

  Mineral properties

 

145,425

 

 

145,425

 

 

 

 

 

 

      Total assets

$

561,423

 

$

158,336

 

 

 

 

 

 

Liabilities and Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

  Accounts payable

$

14,529

 

$

27,871

  Related party payable

 

436,409

 

 

369,334

 

 

 

 

 

 

    Total liabilities

 

450,938

 

 

397,205

 

 

 

 

 

 

Stockholders' equity (deficit)

 

 

 

 

 

  Preferred stock, 250,000,000 shares authorized,

    200,000,000 undesignated, zero issued and outstanding,

    $.0001 par value

 

0

 

 

0

  Preferred stock series A, 5,000,000 shares authorized,

    $.0001 par value; zero issued and outstanding as of

    9/30/17 and 12/31/16

 

0

 

 

0

  Preferred stock series B, 45,000,000 shares authorized,

    $.0001 par value; 30,187,500 and 29,562,500 issued

    and outstanding as of 9/30/17 and 12/31/16, respectively

 

3,018

 

 

2,956

  Common stock, 750,000,000 shares authorized,

    $.0001 par value; 101,907,096 and 90,232,096 shares

    issued and outstanding as of 9/30/17 and 12/31/16, respectively

 

10,191

 

 

9,023

  Additional paid in capital

 

8,779,008

 

 

7,754,238

  Accumulated deficit

 

(8,681,732)

 

 

(8,005,086)

 

 

 

 

 

 

    Total stockholders' equity (deficit)

 

110,485

 

 

(238,869)

 

 

 

 

 

 

      Total liabilities and stockholders' equity (deficit)

$

561,423

 

$

158,336



See accompanying notes to consolidated financial statements





BULLFROG

AUGUSTA GOLD CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 20172021 AND 20162020

(unaudited)(Expressed in US dollars)


 

Three Months Ended

 

Nine Months Ended

9/30/21

 

9/30/20

 

9/30/21

 

9/30/20

Operating expenses

 

 

 

 

 

 

 

General and administrative

$1,152,843

 

$641,344

 

$3,807,392

 

$1,023,005

Lease expense

0

 

0

 

16,000

 

16,000

Exploration, evaluation and project expense

1,267,366

 

137,071

 

7,745,089

 

504,034

Accretion expense

6,162

 

0

 

18,605

 

0

Depreciation expense

16,910

 

0

 

33,043

 

0

Total operating expenses

2,443,281

 

778,415

 

11,620,129

 

1,543,039

 

 

 

 

 

 

 

 

Net operating loss

(2,443,281)

 

(778,415)

 

(11,620,129)

 

(1,543,039)

 

 

 

 

 

 

 

 

Interest expense

0

 

(21,376)

 

0

 

(59,675)

Revaluation of warrant liability

3,936,989

 

(157,439)

 

13,826,926

 

(484,922)

Foreign currency translation adjustment

(470,565)

 

0

 

185,942

 

0

Net income (loss)

$1,023,143

 

($957,230)

 

$2,392,739

 

($2,087,636)

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic

70,472,270

 

26,571,344

 

67,500,308

 

26,006,644

Weighted average common shares outstanding - diluted

71,554,016

 

26,571,344

 

68,582,054

 

26,006,644

 

 

 

 

 

 

 

 

Earnings (loss) per common share - basic

$0.01

 

($0.04)

 

$0.04

 

($0.08)

Earnings (loss) per common share - diluted

$0.01

 

($0.04)

 

$0.03

 

($0.08)


 

Three Months Ended

 

Nine Months Ended

 

9/30/17

 

9/30/16

 

9/30/17

 

9/30/16

 

 

 

 

 

 

 

 

Revenue

$

0

 

$

0

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

  General and administrative

 

180,526

 

 

311,991

 

 

610,210

 

 

403,084

  Lease expense

 

26,000

 

 

0

 

 

26,000

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

    Total operating expenses

 

206,529

 

 

311,991

 

 

636,210

 

 

403,084

 

 

 

 

 

 

 

 

 

 

 

 

Net operating loss

 

(206,529)

 

 

(311,991)

 

 

(636,210)

 

 

(403,084)

 

 

 

 

 

 

 

 

 

 

 

 

  Gain on extinguishment of debt

 

0

 

 

0

 

 

0

 

 

2,523,813

  Loss on asset abandonment

 

0

 

 

0

 

 

0

 

 

(164,850)

  Interest expense

 

(12,920)

 

 

(8,066)

 

 

(40,435)

 

 

(155,693)

 

 

 

 

 

 

 

 

 

 

 

 

    Net (loss) income

$

(219,449)

 

$

(320,057)

 

$

(676,645)

 

$

1,800,186

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

   - basic

 

101,907,096

 

 

88,843,207

 

 

96,677,929

 

 

78,661,666

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

   - diluted

 

101,907,096

 

 

88,843,207

 

 

96,677,929

 

 

88,506,110

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income per common share - basic

$

(0.00)

 

$

(0.00)

 

$

(0.01)

 

$

0.02

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income per common share - diluted

$

(0.00)

 

$

(0.00)

 

$

(0.01)

 

$

0.02



















See accompanying notes to consolidated financial statements





BULLFROGAUGUSTA GOLD CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in US dollars)

Preferred

Stock

Shares

Issued

 

Preferred

Stock

 

Common

Stock

Shares

Issued

 

Common

Stock

 

Additional

Paid In

Capital

 

Accumulated

Deficit

 

Total

Stockholders'

Equity

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

4,253,472

 

$425

 

22,758,993

 

$2,276

 

$11,404,350

 

($11,666,289)

 

($259,238)

Private placement issued

-

 

-

 

2,564,103

 

256

 

1,419,434

 

-

 

1,419,690

Warrant liability

-

 

-

 

-

 

-

 

(441,010)

 

-

 

(441,010)

Conversion of preferred stock

(881,945)

 

(88)

 

881,945

 

88

 

-

 

-

 

-

Share based compensation

-

 

-

 

-

 

-

 

36,699

 

-

 

36,699

Net loss

-

 

-

 

-

 

-

 

-

 

(75,070)

 

(75,070)

March 31, 2020

3,371,527

 

$337

 

26,205,041

 

$2,620

 

$12,419,473

 

($11,741,359)

 

$681,071

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

-

 

-

 

-

 

-

 

(1,055,336)

 

(1,055,336)

June 30, 2020

3,371,527

 

$337

 

26,205,041

 

$2,620

 

$12,419,473

 

($12,796,695)

 

($374,265)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of warrants

-

 

-

 

166,667

 

17

 

166,758

 

-

 

166,775

Conversion of preferred stock

(166,667)

 

(17)

 

166,667

 

17

 

-

 

-

 

-

Share based compensation

-

 

-

 

333,333

 

33

 

450,164

 

 

 

450,197

Net loss

-

 

-

 

 

 

-

 

-

 

(957,230)

 

(957,230)

September 30, 2020

3,204,860

 

$320

 

26,871,708

 

$2,687

 

$13,036,395

 

($13,753,925)

 

($714,523)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

3,093,750

 

$309

 

55,842,716

 

$5,584

 

$26,276,997

 

($23,625,573)

 

$2,657,317

Conversion of warrants

-

 

-

 

2,343,995

 

234

 

2,912,948

 

-

 

2,913,182

Conversion of preferred stock

(2,416,666)

 

(242)

 

2,416,666

 

242

 

-

 

-

 

-

Conversion of options

-

 

-

 

688,334

 

69

 

325,181

 

-

 

325,250

Share based compensation

-

 

-

 

-

 

-

 

234,277

 

-

 

234,277

Placement - March

-

 

-

 

7,555,557

 

756

 

13,056,047

 

-

 

13,056,803

Warrant liability

-

 

-

 

-

 

-

 

(3,306,758)

 

-

 

(3,306,758)

Net loss

-

 

-

 

-

 

-

 

-

 

(10,748,346)

 

(10,748,346)

March 31, 2021

677,084

 

$67

 

68,847,268

 

$6,885

 

$39,498,692

 

($34,373,919)

 

$5,131,725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of warrants

-

 

-

 

1,625,002

 

162

 

1,536,199

 

-

 

1,536,361

Share based compensation

-

 

-

 

-

 

-

 

487,050

 

-

 

487,050

Net loss

-

 

-

 

-

 

-

 

-

 

12,117,942

 

12,117,942

June 30, 2021

677,084

 

$67

 

70,472,270

 

$7,047

 

$41,521,941

 

($22,255,977)

 

$19,273,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share based compensation

-

 

-

 

-

 

-

 

441,901

 

-

 

441,901

Net loss

-

 

-

 

-

 

-

 

-

 

1,023,143

 

1,023,143

September 30, 2021

677,084

 

$67

 

70,472,270

 

$7,047

 

$41,963,842

 

($21,232,834)

 

$20,738,122

See accompanying notes to consolidated financial statements



AUGUSTA GOLD CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 20172021 AND 20162020

(unaudited)(Expressed in US dollars)


 

Nine Months Ended

9/30/21

 

9/30/20

 

 

 

 

Cash flows from operating activities

 

 

 

Net loss

$2,392,739

 

($2,087,636)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

Accretion expense

18,605

 

0

Depreciation expense

33,043

 

0

Revaluation of warrant liability

(13,826,926)

 

484,922

Share based compensation

1,163,228

 

486,896

Change in operating assets and liabilities:

 

 

 

Prepaid expenses

199,599

 

0

Deposits

249,961

 

(15,956)

Accounts payable

(306,235)

 

(1,394)

Related party payable

0

 

(20,921)

Other liabilities

(92,258)

 

0

 

 

 

 

Net cash used in operating activities

(10,168,244)

 

(1,154,089)

 

 

 

 

Cash flows from investing activity

 

 

 

Acquisition of mineral properties

(15,000)

 

0

Acquisition of equipment

(312,579)

 

0

 

 

 

 

Net cash used in investing activities

(327,579)

 

0

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from private placement of stock

13,056,803

 

1,419,690

Proceeds from paycheck protection program

0

 

20,833

Proceeds from conversion of options

325,250

 

0

Proceeds from conversion of warrants

3,245,027

 

141,753

 

 

 

 

Net cash provided by financing activities

16,627,080

 

1,582,276

 

 

 

 

Net increase (decrease) in cash

6,131,257

 

428,187

 

 

 

 

Cash, beginning of period

14,341,727

 

44,595

 

 

 

 

Cash, end of period

$20,472,984

 

$472,782

 

 

 

 

Noncash investing and financing activities

 

 

 

Interest and taxes paid

$0

 

$0

Revaluation of asset retirement obligation

$598,476

 

$0

Reclassification of warrant liability upon conversion

$1,204,517

 

$0


 

Nine Months Ended

 

9/30/17

 

9/30/16

 

 

 

 

Cash flows from operating activities

 

 

 

  Net income (loss)

$

(676,645)

 

$

1,800,186

  Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

    Gain on extinguishment of debt

 

0

 

 

(2,523,813)

    Interest capitalized to note payable

 

0

 

 

114,751

    Loss on asset abandonment

 

 

 

 

164,850

    Stock issued for services

 

210,000

 

 

237,000

    Amortization of deferred financing fees

 

0

 

 

3,666

  Change in operating assets and liabilities:

 

 

 

 

 

    Accounts payable

 

(13,343)

 

 

(7,316)

    Related party payable

 

97,075

 

 

173,624

    Accrued interest

 

0

 

 

12,598

    Other liabilities

 

0

 

 

(25,218)

 

 

 

 

 

 

      Net cash used in operating activities

 

(382,913)

 

 

(49,672)

 

 

 

 

 

 

  Cash flows from investing activities

 

 

 

 

 

    Refund of deposits on mineral properties

 

6,409

 

 

0

    Acquisition of mineral properties

 

0

 

 

(10,000)

 

 

 

 

 

 

      Net cash provided by (used in) investing activities

 

6,409

 

 

(10,000)

 

 

 

 

 

 

  Cash flows from financing activities

 

 

 

 

 

    Proceeds from private placement of stock

 

786,000

 

 

312,000

    Payoff of note payable

 

0

 

 

(250,000)

 

 

 

 

 

 

      Net cash provided by financing activities

 

786,000

 

 

62,000

 

 

 

 

 

 

Net increase in cash

 

409,496

 

 

2,328

 

 

 

 

 

 

Cash, beginning of period

 

2,229

 

 

1,024

 

 

 

 

 

 

Cash, end of period

$

411,725

 

$

3,352

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

  Stock issued for debt conversion - related party

$

0

 

$

278,438

  Stock issued for lease payment

 

0

 

 

14,850

  Stock issued to payoff note payable

 

0

 

 

70,000

  Stock issued to payoff related party payable

 

0

 

 

348,336

  Stock and warrants issued to payoff related party payable

$

30,000

 

$

0




See accompanying notes to consolidated financial statements





BULLFROGAUGUSTA GOLD CORP.

Notes to Consolidated Financial Statements(Formerly known as Bullfrog Gold Corp.)

(unaudited)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in US dollars, unless otherwise noted)




NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


NatureofBusiness

Augusta Gold Corp. (formerly known as Bullfrog Gold Corp. (the, the “Company”) is an early stagea junior exploration company engaged in the acquisition and exploration of properties that may contain gold, silver, and other metals in the United States. The Company’s target properties are those that have been the subject of historical exploration. The Company owns, controls or has acquired mineral rights on Federal patented and unpatented mining claims in the state of Nevada for the purpose of exploration and potential development of gold, silver, and other metals on a total of approximately 4,30013,700 acres. The Company plans to review opportunities and acquire additional mineral properties with current or historic precious and base metal mineralization with meaningful exploration potential.


The Company’s properties do not have any reserves. The Company plans to conduct exploration programs on these properties to ascertainwith the objective of ascertaining whether any of its properties contain economic concentrations of precious and base metals that are prospective for mining.


BasisofPresentationandStatementofCompliance

The accompanying consolidated unaudited financial statements included in this Form 10-Q(the “consolidated financial statements”), have been prepared in accordance with accounting principles generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, these(“GAAP”).

BasisofMeasurement

These consolidated financial statements do not include all ofhave been prepared on the disclosures required by U.S. generally accepted accounting principlesgoing concern basis, under the historical cost convention, except for completecertain financial statements. These consolidated unaudited interim financial statements should be read in conjunction with the audited financial statements for the fiscal year ended December 31, 2016 in our Annual Report on Form 10-K. The financial information furnished herein reflects all adjustments consisting of normal, recurring adjustments which, in the opinion of management,instruments that are necessary for ameasured at fair presentation of our financial position, the results of operations and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of results for future quarters or periods in the fiscal year ending December 31, 2017.value as described herein.


PrinciplesofConsolidation

The consolidated financial statements include the accounts of BullfrogAugusta Gold Corp. and its wholly owned subsidiaries, Standard Gold Corp. (“Standard Gold”) a Nevada corporation, Bullfrog Mines LLC (“Bullfrog Mines”) and Rocky Mountain Minerals Corp. (“Rocky Mountain Minerals” or “RMM”) a Nevada corporation.. All significant inter-entity balances and transactions have been eliminated in consolidation.


Going Concern Cash,CashEquivalentsand Management’s Plans

The Company has incurred losses from operations since inception and has an accumulated deficit of approximately $8,681,732 as of September 30, 2017.  The Company’s financial statements have been prepared on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s continuation as a going concern is dependent upon attaining additional financing from external sources and profitable operations and revenue, where the Company has not achieved this.  This raises substantial doubt about the Company's ability to continue as a going concern.


The Company has no operating revenues and does not expect to in 2017. Should it be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its obligations as they become due. To continue as a going concern, the Company is dependent on continued fund raising. However, the Company has no commitment from any party to provide additional capital and there is no assurance that such funding will be available when needed, or if available, that its terms will be favorable or acceptable.  The Company continues to seek alternative financing options to continue its normal course of business.





6



Cash and Cash Equivalents and Concentration

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured byinstitutions in the Federal Deposit Insurance Corporation up to $250,000. AtUnited States and Canada. On September 30, 2017,2021, the Company’s cash balance was approximately $411,725.$20,473,000. To reduce its risk associated with the failure of such financial institution, the Company will evaluate at least annually the rating of the financial institution in which it holds deposits.


UseofEstimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates have been made for share based compensation, asset retirement obligation, warrant liability and whether acquisition of Bullfrog Mines constituted an asset acquisition or business combination.

ForeignCurrencyTranslation

The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk.

The functional currency of the Company is the US dollar; therefore, the Company is exposed to currency risk from financial assets and liabilities denominated in Canadian dollars.



AUGUSTA GOLD CORP.

(Formerly known as Bullfrog Gold Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

Mineral Property Acquisition(Expressed in US dollars, unless otherwise noted)


Leases

In 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases (Topic 842), for reporting leases, which requires an entity that is a lessee to classify leases as either finance or operating and to recognize a lease liability and a right-of-use asset for all leases that have a term of greater than 12 months.  Leases of 12 months or less will be accounted for similar to existing guidance for operating leases.

MineralPropertyAcquisitionandExplorationCosts

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. DuringCosts of property and equipment acquisitions are being capitalized.

The Company is required to reclaim the 3property at the Bullfrog Project at the end of its useful life. In accordance with FASB ASC 410-20, Asset Retirement and 9 monthsEnvironmental Obligations, the Company recognized the fair value of a liability for an ARO in the amount of $1,660,524, during the period ended September 30, 20172021, we reassessed the closure costs and 2016incurred certain costs related to ARO estimate and resulted in a total change in estimate of $598,476.

Balance, December 31, 2020

$1,135,700

Accretion

18,605

Costs applied to ARO balance

(92,258)

Change in estimates

598,476

Balance, September 30, 2021

$1,660,524

Although the Company did not incur exploration costs. Costsultimate amounts for future site reclamation and remediation are uncertain, the best estimate of property acquisitions are being capitalized,these obligations was based on information available, including current legislation, third-party estimates, and required payments of $0management estimates. The amounts and $25,000 were made in 2017 and 2016, respectively to Mojave Gold Mining Corporation (“Mojave”) as parttiming of the Optionmine closure obligations will vary depending on several factors including future operations and the ultimate life of the mine, future economic conditions, and changes in applicable environmental regulations.

At September 30, 2021, the estimated future cash flows have been determined using real cash flows and discounted using a rate of 1.48% and a total undiscounted amount for the estimated future cash flows is $1,731,064.

FairValueofFinancialInstruments

Fair value is defined as the exchange price that would be received for an asset or paid to Purchase Agreement (“Option”).transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value:

Level 1 - Valuation based on quoted market prices in active markets for identical assets and liabilities.

Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets.

Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.



AUGUSTA GOLD CORP.

(Formerly known as Bullfrog Gold Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

Fair Value of Financial Instruments(Expressed in US dollars, unless otherwise noted)


The respective carryingfair value of certain on-balance-sheet financial instruments approximatedcash and accounts payable approximates their faircarrying values due to the short-term nature of these instruments. These financial instruments include cash and accounts payable.their short term to maturity. The warrant liabilities are measured using level 3 inputs (Note 4).


IncomeTaxes

Income taxes are accounted for under the asset and liability method in accordance with ASC 740, "Income Taxes"“Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that the recoverability of the asset is unlikely to be recognized.


The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain tax positions taken, or expected to be taken, in an income tax return. The Company has elected to classify interest and penalties related to unrecognized income tax benefits, if and when required, as part of income tax expense in the statement of operations. No liability has been recorded for uncertain income tax positions, or related interest or penalties as of September 30, 20172021 and December 31, 2016.2020. The periods ended December 31, 2020, 2019, 2018, 2017 and 2016 are open to examination by taxing authorities.


LongLivedAssets

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge.



7



The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.


PreferredStock

The Company accounts for its preferred stock under the provisions of the ASC on Distinguishing Liabilities from Equity, which sets forth the standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This standard requires an issuer to classify a financial instrument that is within the scope of the standard as a liability if such financial instrument embodies an unconditional obligation to redeem the instrument at a specified date and/or upon an event certain to occur. The Company has determined that its preferred stock does not meet the criteria requiring liability classification as its obligation to redeem these instruments is not based on an event certain to occur. Future changes in the certainty of the Company’s obligation to redeem these instruments could result in a change in classification.


Stock-BasedCompensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). This ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.


The estimated fair value of each stock option as of the date of grant was calculated using the Black-Scholes pricing model. The Company estimates the volatility of its common stock at the date of grant based on the volatility of a comparable peer company which is publicly traded.Company stock price history. The Company determines the expected life based on the simplified method given that its own historical share option exercise experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures.does not provide a reasonable basis for estimating expected term. 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



AUGUSTA GOLD CORP.

(Formerly known as Bullfrog Gold Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in US dollars, unless otherwise noted)


dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The shares of common stock subject to the stock-based compensation plan shall consist of unissued shares, treasury shares or previously issued shares held by any subsidiary of the Company, and such the number of shares of common stock are reserved for such purpose.  On March 31, 2015,

DerivativeFinancialInstruments

The Company accounts for derivative instruments in accordance with Financial Accounting Standards Board (“FASB”) ASC 815, Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company granted optionsdoes not use derivative instruments to purchase 4,500,000 shareshedge exposures to cash flow, market, or foreign currency risk. Terms of its common stockconvertible debt and equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the 4,500,000 sharesfair value of common stock available for grant underwarrants issued is required to be classified as equity or as a derivative liability.

Certain warrants are treated as derivative financial liabilities. The estimated fair value, based on the 2011 Stock Incentive Plan.Black-Scholes model, is adjusted on a quarterly basis with gains or losses recognized in the statement of loss and comprehensive loss. The Black-Scholes model is based on significant assumptions such as volatility, dividend yield, expected term and liquidity discounts.


Net Income Earnings(Loss)perCommonShare

The following table shows basic and diluted earnings per share:


Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

9/30/17

9/30/16

9/30/17

9/30/16

9/30/2021

9/30/2020

9/30/2021

9/30/2020

Basic and Diluted Earnings (Loss) per

Common Share

 

 

 

Earnings (loss)

$(219,449)

$(320,057)

$(676,645)

$1,800,186

$1,023,143

($957,230)

$2,392,739

($2,087,636)

Basic weighted average shares outstanding

101,907,096

88,843,207

96,677,929

78,661,666

70,472,270

26,571,344

67,500,308

26,006,644

Dilutive effect of common stock equivalents

--

--

9,844,444

Assumed conversion of dilutive shares

1,081,746

0

1,081,746

0

Diluted weighted average common shares

outstanding, assuming conversion of common

stock equivalents

101,907,096

88,843,207

96,677,929

88,506,110

71,554,016

26,571,344

68,582,054

26,006,644

Basic Earnings (Loss) Per Common Share

$(0.00)

$(0.00)

$(0.01)

$0.02

$0.01

($0.04)

$0.04

($0.08)

Diluted Earnings (Loss) Per Common Share

$(0.00)

$(0.00)

$(0.01)

$0.02

$0.01

($0.04)

$0.03

($0.08)


ForCertain options and warrants and all preferred shares were included in the computation of diluted shares outstanding for the three months and nine months ended September 30, 2021. The options and warrants that were not included in the diluted weighted average shares calculation because they were “out-of-the money”. In periods where the Company has a net loss, all common stock equivalents are excluded as they would be anti-dilutive.  The following details the dilutive and anti-dilutive shares:

 

Dilutive shares

In the money

Anti-dilutive shares

Out of the money

Total

Options

141,668

4,958,334

5,100,002

Warrants

262,994

31,211,119

31,474,113

Preferred shares

677,084

0

677,084

Total

1,081,746

36,169,453

37,251,199



AUGUSTA GOLD CORP.


(Formerly known as Bullfrog Gold Corp.)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020


(Expressed in US dollars, unless otherwise noted)


For the nine months ended September 30, 2016, 11,000,000 and 18,562,500 of preferred shares issued in July 2016 and August 2016 respectively were included in the computation of diluted shares. 4,500,000 of stock options were included in the computation for the nine months ended September 30, 2016.  9,668,660 of warrants were not included in the diluted weighted average shares calculation because they were “out-of-the money” for the nine month period ending September 30, 2016.


RisksandUncertainties

Risks and Uncertainties

Since the Company’s formation of the Company, it has not generated any revenues. As an early stageearly-stage company, the Company is subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays inherent in a new business. TheOur business is dependent upon the implementation of theour business plan. There can be no assurance that theour efforts will be successful or that the Companywe will ultimately be able to generate revenue or attain profitability.


Natural resource exploration, and exploring for gold, in particular, is a business that by its nature is very speculative. There is a strong possibility that the Companywe will not discover gold or any other resourcesmineralization which can be mined or extracted at a profit. Even if it doeswe do discover gold or other deposits, the deposit may not be of the quality or size necessary for itus or a potential purchaser of the property to make a profit from actually mining the deposit.it. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of gold deposits.


The Company’sCompany business is exploring for gold and other minerals. InIf the event that itCompany discovers commercially exploitable gold or other deposits, itrevenue from such discoveries will not be able to make any money from themgenerated unless the gold or other minerals are actually mined or it sells all or a part of its interest. Accordingly, it will need to find some other entity to mine its properties on its behalf, mine them itself or sell its rights to mine to third parties. mined.

Mining operations in the United States are subject to many different federal, state, and local laws and regulations, including stringent environmental, health and safety laws. In the event operational responsibility is assumed for mining our properties, the Company assumes any operational responsibility for mining its properties, it is possible that it willmay be unable to comply with current or future laws and regulations, which can change at any time. It is possible that changesChanges to these laws will be adverse tomay adversely affect any of the Company potential mining operations. Moreover, compliance with such laws may cause substantial delays and require capital outlays in excess ofgreater than those anticipated,the Company anticipate, adversely affecting any potential mining operations. The futureFuture mining operations, if any, may also be subject to liability for pollution or other environmental damage. It is possible that theThe Company willmay choose to not be insured against this risk because of high insurance costs or other reasons.

The Company’s exploration and development activities may be affected by existing or threatened medical pandemics, such as the novel coronavirus (COVID-19). A government may impose strict emergency measures in response to the threat or existence of an infectious disease, such as the emergency measures imposed by governments of many countries and states in response to the COVID-19 virus pandemic. As such, there are potentially significant economic and social impacts of infectious diseases, including but not limited to the inability of the Company to develop and operate as intended, shortage of skilled employees or labor unrest, inability to access sufficient healthcare, significant social upheavals or unrest, disruption to operations, supply chain shortages or delays, travel and trade restrictions, government or regulatory actions or inactions (including but not limited to, changes in taxation or policies, or delays in permitting or approvals, or mandated shut downs), declines in the price of precious metals, capital markets volatility, availability of credit, loss of investor confidence and impact on economic activity in affected countries or regions. In addition, such pandemics or diseases represent a serious threat to maintaining a skilled workforce in the mining industry and could be a major health-care challenge for the Company. There can be no assurance that the Company or the Company’s personnel will not be impacted by these pandemic diseases and the Company may ultimately see its workforce productivity reduced or incur increased medical costs/insurance premiums as a result of these health risks. COVID-19 is rapidly evolving and the effects on the mining industry and the Company are uncertain. The Company may not be able to accurately predict the impact of infectious disease, including COVID-19, or the quantum of such risks. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about by pandemics on globalfinancial markets, which may reduce resources, share prices and financial liquidity and may severely limit the financing capital available to the Company.



AUGUSTA GOLD CORP.

(Formerly known as Bullfrog Gold Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

Recent Accounting Pronouncements(Expressed in US dollars, unless otherwise noted)


There are several new accounting pronouncements issued by the FASB which are not yet effective.


RecentAccountingPronouncements

On July 13, 2017,ASU 2019-12 - Income Taxes (Topic 740)

In December 2019, the FASB issued ASU 2017-11,2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which makes limited changes to the FASB’s guidance on classifying certain financial instruments as either liabilities or equity. The ASU’s objective is to improve (1)simplifies the accounting for instruments with “down-round” provisionsincome taxes by removing certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and (2) the readabilityrecognition of deferred tax liabilities for outside basis differences. The new ASU also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates. These changes aim to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies when preparing the disclosures. The guidance in ASC 480is effective for the Company beginning on distinguishing liabilities from equity by replacingOctober 1, 2021 and prescribes different transition methods for the indefinite deferral of certain pending content with scope exceptions.


The ASU applies to issuers of financial instruments with down-round features. It amends (1) the classification of such instruments as liabilities or equity by revising the guidance in ASC 815 on the evaluation of whether instruments or embedded features with down-round provisions must be accounted for as derivative instruments and (2) the guidance on recognition and measurement of the value transferred upon the trigger of a down-round feature for equity-classified instruments by revising ASC 260.various provisions. The Company does not expect the adoption of ASU 2019-12 to have a material impact on its financial statements and related disclosures.

ASU 2020-06 - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40)

In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have any financial instruments with a down-round feature but has historically issued warrants with a down-round feature.  Therefore, there is nosignificant impact on the financial statements.Company’s accounting.


FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842)NOTE 2 - MINERAL PROPERTIES AND EQUIPMENT

 

Mineral

properties

 

Plant and

equipment

 

Total

Cost

 

 

 

 

 

As of December 31, 2020

$11,130,976

 

$25,625

 

$11,156,601

Change in ARO estimate

598,476

 

0

 

598,476

Additions

15,000

 

312,579

 

327,579

As of September 30, 2021

$11,744,452

 

$338,204

 

$12,082,656

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

As of December 31, 2020

$0

 

$632

 

$632

Depreciation expense

0

 

33,043

 

33,043

As of September 30, 2021

$0

 

$33,675

 

$33,675

 

 

 

 

 

 

Net book value on September 30, 2021

$11,744,452

 

$304,529

 

$12,048,981



AUGUSTA GOLD CORP.

(Formerly known as Bullfrog Gold Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in US dollars, unless otherwise noted)


On October 26, 2020, the Company completed its acquisition of Bullfrog Mines pursuant to the 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 purchased from the Barrick Parties all of the equity interests in Bullfrog Mines LLC for aggregate consideration of (i) 9,100,000 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$1.80 (such number of units and exercise price are set out on February 25, 2016.  This guidance supersedes FASB ASC 840, Leases,a pre Reverse Stock Split basis), (ii) a 2% net smelter returns royalty (the “Barrick Royalty”) granted on all minerals produced from all of the patented and requires recognitionunpatented claims (subject to the adjustments set out below), pursuant to a royalty deed, dated October 26, 2020 by and among Bullfrog Mines and the Barrick Parties (the “Royalty Deed”), (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 Gold Corporation.

Pursuant to the Royalty Deed, the Barrick Royalty is reduced to the extent necessary so that royalties burdening any individual parcel or claim included in the Barrick Properties on October 26, 2020, inclusive of leased assets and liabilities, representing the rights and obligations created by leases with termsBarrick Royalty, would not exceed 5.5% in the aggregate, provided that the Barrick Royalty in respect of moreany parcel or claim would not be less than 12 months, on0.5%, even if the balance sheet as well as enhanced disclosure overroyalties burdening a parcel or claim included in the amount, timing and uncertainty of cash flows arising from leases.  This ASUBarrick Properties would exceed 5.5%.

The following is effective for fiscal years beginning after December 15, 2018, with an expected impact on the balance sheet of approximately $885,000 as a rightconsideration paid in the acquisition, which was allocated entirely to use asset and a related liability.mineral properties:




9



Consideration:

Grant date fair value of 9,100,000 units issued

$8,342,880

Transaction fees

97,571

Asset retirement obligation

1,130,631

Total

$9,571,082

NOTE 23 - STOCKHOLDER’S EQUITY


Recent Sales of Unregistered Securities


On January 25, 2017,11, 2021, the Company issued 2,000,000filed a Certificate of Amendment to its Certificate of Incorporation to change the name of the Company to “Augusta Gold Corp.” and effect a reverse stock split of the Company’s shares of common stock at $0.10 peron the basis of one (1) post-split share for consulting services valued at $200,000 in 2017.every six (6) pre-split shares (the “Reverse Stock Split”).


On May 23, 2017,January 26, 2021, the Company sold an aggregateCertificate of 10,200,000 shares (the “Units”) (9,575,000 common shares and 625,000 series B preferred shares) with gross proceeds to the Company of $816,000 ($30,000 payoff for related party payable and $786,000 cash) to certain accredited investors pursuant toAmendment went effective. As a subscription agreement. The Company is using the proceeds from this offering primarily for general corporate purposes.  Each Unit was sold for a purchase price of $0.08 per Unit and consisted of: (i) one shareresult of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) or preferred stock, $0.0001 par value per share (the “Preferred Stock”) and (ii) a two-year warrant (the “Warrants”) to purchase one hundred (100%) percent of the number ofReverse Stock Split, every six (6) shares of either Common Stock or Preferred Stock purchased at an exercise price of $0.15 per share.  The Warrants contains limitations on the holder’s ability to exercise the Warrant in the event such exercise causes the holder to beneficially own in excess of 4.99% of the Company’s issued and outstanding Common Stock, subject to a discretionary increasecommon stock, par value $0.0001 was converted into one (1) share of common stock, par value $0.0001. There was no change in such limitation by the holder to 9.99% upon 61 days’ notice.  The Warrants were evaluated for purposes of classification between liability and equity.  The Warrants do not contain features that would require a liability classification and are therefore considered equity.  The Black Scholes pricing model was used to estimate the fairpar value of $528,448 of the Warrants with the following inputs:


Warrants

Exercise Price

Term

Volatility

Risk Free

Interest Rate

Fair Value

10,200,000

$0.15

2 years

187.8%

1.38%

$528,448


Using the fair value calculation, the relative fair value between the common stock, preferred stock andstock. The Reverse Stock Split did not change the warrants was calculated to determine the warrants recorded equity amountauthorized number of $346,634 accounted for in additional paid in capital.


On June 30, 2017, the Company issued 100,000 shares of common stock at $0.10or preferred stock of the Company.

No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by six (6), had the number of post-Reverse Split Shares of the Company’s common stock to which they were entitled rounded up to the next whole number of shares of the Company’s common stock. No stockholders received cash in lieu of fractional shares.

All share information has been retrospectively restated for consulting services valued at $10,000 in 2017.the Reverse Stock Split.


Pursuant to the terms of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Shares”), the conversion price/terms at which Series B Preferred Shares may be converted into shares of common stock were proportionately adjusted to reflect the Reverse Stock Split by dividing the number of pre-Reverse Stock Split shares acquirable upon conversion of Series B Preferred Shares by six (6). In addition, pursuant to their terms, a proportionate adjustment was made to the per share exercise price, multiplying the price by six (6), and number of



AUGUSTA GOLD CORP.

(Formerly known as Bullfrog Gold Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in US dollars, unless otherwise noted)



shares issuable, dividing the number of shares issuable by six (6), under all of the Company’s outstanding stock options and warrants to purchase shares of common stock, and the number of shares reserved for issuance pursuant to the Company’s equity compensation plans was reduced proportionately.

RecentSalesofUnregisteredSecurities

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”), 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.

Pursuant to the Private Placement, the Company issued 7,555,557 Unit Shares and 3,777,784 Warrants for gross aggregate proceeds of C$17 million. Finders’ fees of C$450,000 were paid in connection with the Private Placement.

In addition to the above, the Company issued the following common shares for the twelve months ending December 31, 2020 and the nine months ending September 30, 2021:

Options converted to common shares

Date

Shares

Price

January 2021

295,833

$

0.150

January 2021

333,334

$

0.816

February 2021

59,167

$

0.150

Warrants converted to common shares

Date

Shares

Price

January 2021

387,467

C$

1.20

January 2021

266,685

$

0.60

January 2021

83,333

$

0.90

February 2021

573,174

C$

1.20

February 2021

941,669

$

0.60

March 2021

41,667

C$

1.20

March 2021

50,000

$

0.60

April 2021

41,667

C$

1.20

April 2021

312,501

$

0.90

May 2021

41,667

C$

1.20

May 2021

1,229,167

$

0.90

Preferred shares converted to common shares

Date

Shares

January 2021

2,416,667

ConvertiblePreferredStock

In August 2011, the Board of Directors designated 5,000,000833,333 shares of its Preferred Stock as Series A Preferred Stock. Each share of Series A preferred stock par value $0.0001 per share (“Series A Preferred Stock”)Stock is convertible into one share of common stock at the option of the preferred holder. The Series A Preferred Stock is not entitled to receive dividends and does not possess redemption rights. 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 would beneficially ownsown 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.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.



AUGUSTA GOLD CORP.

(Formerly known as Bullfrog Gold Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in US dollars, unless otherwise noted)


In October 2012, the Board of Directors designated 5,000,000833,333 shares of its Preferred Stock as Series B Preferred Stock. In July 2016, the Board of Directors increased the number of designated shares oftotal Series B Preferred Stock designated to 45,000,000.7,500,000. Each share of Series B Preferred Stock is convertible into one share of common stock at the option of the preferred holder. The Series B Preferred Stock is not entitled to receive dividends and does not possess redemption rights. 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 would beneficially ownsown more than 4.99% (or, if this limitation is(which may be increased or waived by the holder upon no less than 61 days prior notice, 9.99%)notice) in the aggregate of the issued and outstanding shares of our common stock calculated immediately after giving effect tostock. For a period of 24 months from the issuanceissue date, the holder of shares of common stock upon conversion of the Series B Preferred Stock.Stock were entitled to price protection as determined in the subscription agreement. The Company has evaluated this embedded lower price issuance feature in accordance with ASC 815 and determined that it is clearly and closely related to the host contract and is therefore accounted for as an equity instrument.


As of September 30, 2017,2021, the Company had outstanding 30,187,500 seriesshares of Series B preferred shares.




10



CommonPreferred Stock Options


On September 30, 2011, the Board of Directors and stockholders adopted the 2011 Stock Incentive Plan (the “2011 Plan”). Under the 2011 Plan, options may be granted which are intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not intended to qualify as Incentive Stock Options thereunder. In addition, Company may make direct grants of stock or restricted stock under the 2011 Plan. The Company has reserved 4,500,000convertible into 677,084 shares of common stock.

CommonStockOptions

The Company granted 58,333 and 83,333 options to purchase common stock for issuance underin January and August 2020, respectively, to the 2011 Plan.


There was a total of 4,500,000 options granted from the 2011 Plan in March 2015.former CFO. These options issued are nonqualified stock options and were 100% vested on grant date. All expense related to these stock options has been recognized.recognized in 2020.

The Black Scholes option pricing model was used to estimate the aggregate fair value of the January 2020 options of $36,699 with the following inputs:

Options

Exercise Price

Expected

Life

Volatility

Risk Free

Interest Rate

58,334

$0.66

6 years

160.4%

1.83%

The Black Scholes option pricing model was used to estimate the aggregate fair value of the August 2020 options of $85,197 with the following inputs:

Options

Exercise Price

Expected

Life

Volatility

Risk Free

Interest Rate

83,334

$1.08

6 years

158.8%

(1.02)%

The Company granted 4,075,000 options to officers and employees of the Company, pursuant to the terms of the Company’s Stock Option Plan. The Black Scholes option pricing model was used to estimate the aggregate fair value of the February 2021 officers and employees options of $4,440,080 with the following inputs:

Options

Exercise Price

Expected

Life

Volatility

Risk Free

Interest Rate

4,075,000

C$3.00

3.5 years

70.1%

0.22%

The Company granted 1,750,000 options to directors of the Company, pursuant to the terms of the Company’s Stock Option Plan. The Black Scholes option pricing model was used to estimate the aggregate fair value of the February 2021 directors options of $1,874,166 with the following inputs:

Options

Exercise Price

Expected

Life

Volatility

Risk Free

Interest Rate

1,750,000

C$3.00

3.25 years

71.4%

0.22%

The Company granted 500,000 options to an officer of the Company, pursuant to the terms of the Company’s Stock Option Plan. The Black Scholes option pricing model was used to estimate the aggregate fair value of the August 2021 options of $209,961 with the following inputs:



AUGUSTA GOLD CORP.

(Formerly known as Bullfrog Gold Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in US dollars, unless otherwise noted)


Options

Exercise Price

Expected

Life

Volatility

Risk Free

Interest Rate

500,000

C$3.00

3.5 years

68.8%

0.40%

For the nine months ended September 30, 2021, the Company recognized share-based compensation expense related to the stock options of $1,163,228. The options are vested based on years of service, with certain options vested after two years and other options vested after three years.

A summary of the stock options as of September 30, 20172021 and changes during the periodperiods are presented below:


 

 

Number of

Options

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual Life

(Years)

 

Aggregate

Intrinsic

Value

Balance at December 31, 2015

 

 

4,500,000

 

 

$

0.025

 

 

 

9.25

 

--

Granted

 

 

--

 

 

 

--

 

 

 

--

 

--

Exercised

 

 

--

 

 

 

--

 

 

 

--

 

--

Forfeited

 

 

--

 

 

 

--

 

 

 

--

 

--

Canceled

 

 

--

 

 

 

--

 

 

 

--

 

--

Balance at December 31, 2016

 

 

4,500,000

 

 

$

0.025

 

 

 

8.25

 

--

Granted

 

 

--

 

 

 

--

 

 

 

--

 

--

Exercised

 

 

--

 

 

 

--

 

 

 

--

 

--

Forfeited

 

 

--

 

 

 

--

 

 

 

--

 

--

Canceled

 

 

--

 

 

 

--

 

 

 

--

 

--

Balance at September 30, 2017

 

 

4,500,000

 

 

$

0.025

 

 

 

7.50

 

$562,500

Options exercisable at September 30, 2017

 

 

4,500,000

 

 

$

0.025

 

 

 

7.50

 

$562,500

 

Number of

Options

Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Contractual

Life

(Years)

Aggregate

Intrinsic

Value

Balance at December 31, 2020

913,336

0.57

6.26

1,286,650

Exercised

688,334

0.47

-

-

Issued

6,325,000

C$3.00

-

-

Canceled

1,450,000

C$3.00

-

-

Balance at September 30, 2021

5,100,002

2.30

4.60

46,817

Options exercisable at September 30, 2021

225,002

0.86

7.71

46,817


Effective February 8, 2017 the Company amended its CertificateTotal outstanding warrants of Incorporation to increase the total number31,474,113 as of authorized shares to One Billion (1,000,000,000).  The classes and aggregate number of shares of each class which the Company shall have authority to issue areSeptember 30, 2021 were as follows:


WarrantsIssued

ExercisePrice

ExpirationDate

262,994

C$1.20

January 2022

27,433,335

C$1.80

October 2024

3,777,784

C$2.80

March 2024

1.

Seven Hundred Fifty Million (750,000,000) shares of common stock, par value $0.0001 per share; and

2.

Two Hundred Fifty Million (250,000,000) shares of preferred stock, par value $0.0001 per share with 5,000,000 series A preferred stock and 45,000,000 series B preferred stock designated.


NOTE 34 - DERIVATIVE FINANCIAL INSTRUMENTS

The January 2020 Warrants, October 2020 Warrants and March 2021 Warrants have an exercise price in Canadian dollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging, the January 2020 Warrants, October 2020 Warrants and March 2021 Warrants have a derivative liability value.

The value of the January 2020 Warrants of $441,010 has been calculated on the date of issuance of January 16, 2020 using Black-Scholes valuation technique. For the nine months ending September 30, 2021 the warrant liability was valued at $51,960 with the following assumptions:

 

1/16/20

12/31/20

9/30/21

Fair market value of common stock

$0.66

$1.92

$1.06

Exercise price

$0.90

$0.90

$0.95

Term

2 years

1.0 years

0.3 years

Volatility range

113.5%

90.8%

69.2%

Risk-free rate

1.58%

0.13%

0.09%

The value of the October 2020 Warrants of $11,439,156 has been calculated on the date of issuance of October 26, 2020 using Black-Scholes valuation technique. For the nine months ending September 30, 2021 the warrant liability was valued at $8,574,642 with the following assumptions:



AUGUSTA GOLD CORP.

(Formerly known as Bullfrog Gold Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in US dollars, unless otherwise noted)


 

10/26/20

12/31/20

9/30/21

Fair market value of common stock

$1.26

$1.92

$1.06

Exercise price

$1.38

$1.41

$1.42

Term

4 years

3.8 years

3.1 years

Volatility range

68.4%

69.3%

79.0%

Risk-free rate

0.18%

0.13%

0.53%

The value of the March 2021 Warrants of $3,306,758 has been calculated on the date of issuance of March 4, 2021 using Black-Scholes valuation technique. For the nine months ending September 30, 2021 the warrant liability was valued at $1,165,713 with the following assumptions:

 

3/4/21

9/30/21

Fair market value of common stock

$1.97

$1.06

Exercise price

$2.21

$2.21

Term

3 years

2.4 years

Volatility range

72.7%

81.7%

Risk-free rate

0.32%

0.53%

NOTE 5 - RELATED PARTY


AsThe Company has an arrangement to share office space, equipment, personnel, consultants and various administrative services with other companies related by virtue of certain directors and management in common. These services have been provided through a management company equally owned by each company party to the arrangement. Costs incurred by the management company are allocated and funded by the shareholders of the management company based on time incurred and use of services. If the Company’s participation in the arrangement is terminated, the Company will be obligated to pay its share of the rent payments for the remaining term of the office space rental agreement.

The Company was charged for the following with respect to this arrangement from inception, October 26, 2020 through December 31, 2020 and for the nine months ended September 30, 2017,2021:

Nine Months

Ended Sep. 30, 2021

Salaries and benefits

$812,701

Office

169,095

Operating expenses

93,282

Total

$1,075,078



AUGUSTA GOLD CORP.

(Formerly known as Bullfrog Gold Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in US dollars, unless otherwise noted)


The Company is committed to payments for office leases premises through 2024 in the total amount of approximately $138,000 based on the Company’s current share of rent paid.  The Company is jointly liable for rent payments and uses the assets jointly. Payments by fiscal year are:

2021

$7,687

2022

25,385

2023

43,518

2024

43,518

2025

18,132

Total

$138,240

The Company granted 5.8 million stock options in February 2021 to officers, directors and employees of the Company, has a related party payable with David Beling, CEOpursuant to the terms of the Company’s Stock Option Plan. The Options have an exercise price of C$3.00 per share and President,expire five years from the date of $436,409.  This amount consists of $199,043 of expense reports plus interest of $66,532 and salary of $150,000 plus interest of $20,834 at a rate of 1% compounded per month.


On May 23, 2017, the Company issued units (common stock and warrants) of $30,000 as repayment for related party payablegrant. Additionally, as part of the 5.8 million stock options issued the CEO, CFO and warrants issued discusseddirectors received 350,000, 400,000 and 2,200,000, respectively. Ms. Maryse Belanger resigned as Chief Executive Officer, President and a Director of Augusta Gold. On April 13, 2021, Mr. Donald Taylor, was appointed President and Chief Executive Officer and received 500,000 options in Note 2.August 2021.


NOTE 46 - COMMITMENTS


On March 23, 2015 (“Effective Date”), RMM entered into a Mineral Lease and Option to Purchase Agreement (the “Barrick Agreement”) with Barrick Bullfrog Inc. (“Barrick Bullfrog”) involving patented mining claims, unpatented mining claims, and mill site claims (“Properties”) located three miles west of Beatty, Nevada. These Properties are strategically located adjacent to the Company’s Bullfrog Gold Project and include two patents that cover the southwest half of the Montgomery-Shoshone (M-S) open pit gold mine. In October 2014 the Company optioned the northeast half of the M-S pit and now controls the entire pit.





RMM shall expend as minimum work commitments for the benefit of the Properties prior to the 5th anniversary of the Effective Date per the schedule below.  These work commitments, as of September 30, 2017, have been satisfactorily met with the management of the Properties.  The Company does not have a management fee policy for projects, however, it does track time spent per project.  This soft cost performed by Company management is considered by the Company a requirement to study and analyze the Properties for feasibility.


Anniversary of Effective Date

Minimum Project Work Commitment ($)

First

100,000

Second

200,000

Third

300,000

Fourth

400,000

Fifth

500,000


On July 1, 2017, (“Effective Date”), RMM entered a 30-year Mineral Lease (the “Lunar Lease”) with Lunar Landing, LLC.LLC (“Lunar”) involving 24 patented mining claims situated in the Bullfrog Mining District, Nye County, Nevada. Lunar owns a 100% undivided interest in the mining claims.


Under the Lunar Lease, RMM shall expend as minimum work commitments of $50,000 per year starting in 2017 until a cumulative of $500,000 of expense has been incurred. If RMM fails to perform its obligations under the Lunar Lease, and in particular fails to make any payment due to Lunar thereunder, Lunar may declare RMM in default by giving RMM written notice of default which specifies the obligation(s) which RMM has failed to perform. If RMM fails to remedy a default in payment within fifteen (15) days of receiving the notice of default or fails to remedy or commence to remedy any other default within thirty (30) days of receiving notice, Lunar may terminate the Lunar Lease and RMM shall peaceably surrender possession of the properties to Lunar. Notice of default or of termination shall be in writing and served in accordance with the Lunar Lease. RMM has made all required payments and has paid Lunar $26,000 on the Effective Date$90,000 as of September 30, 2021 and makes lease payments on the following schedule:


Years Ending December 31PaymentdueJuly

Annual Lease Payment ($)

2018-20222019-2021

$16,000

2023-20272022-2026

$21,000

2028-20322027-2031

$25,000

2033-20372032-2036

$30,000

2038-20422037-2041

$40,000

2043-20472042-2046

$45,000



On October 29, 2014, RMM entered into an Option Agreement (the “Mojave Option”) with Mojave Gold Mining Corporation (“Mojave”). Mojave holds the purchase rights to 100% of 12 patented mining claims located in Nye County, Nevada. This property is contiguous to the Company’s Bullfrog Project and covers approximately 156 acres, including the northeast half of the M-S pit mined by Barrick Gold in the 1990s.































AUGUSTA GOLD CORP.

(Formerly known as Bullfrog Gold Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in US dollars, unless otherwise noted)


Mojave granted to RMM the sole and immediate working right and option with respect to the property until the 10th anniversary of the closing date, to earn a 100% interest in and to the property free and clear of all charges encumbrances and claims, except a sliding scale Net smelter return (or NSR) royalty.

In order to maintain in force, the working right and option granted to RMM, and to exercise the Mojave Option, the Company issued Mojave 750,000 shares of Company common stock and paid $16,000 in October 2014, and RMM must pay to Mojave a total of $190,000 over the next 10 years of which the Company has made all required payments and paid $105,000 as of September 30, 2021. Future payments will be due as follows:

Payment due October

Annual Payment

2021

$25,000

2022

$30,000

2023

$30,000

On March 23, 2015, Rocky Mountain Minerals Corp. a wholly owned subsidiary of the Company, entered into a Mineral Lease and Option to Purchase Agreement with Barrick Bullfrog Inc. involving patented mining claims, unpatented mining claims, and mill site claims located approximately four miles west of Beatty, Nevada. As discussed in note 2, this agreement was terminated and replaced with the aforementioned MIPA.

On December 9, 2020, Bullfrog Mines entered into an option agreement with Abitibi Royalties (USA) Inc. (“Abitibi”) granting Bullfrog Mines the option (the Abitibi Option) to acquire forty-three unpatented lode mining claims to the south of the Bullfrog deposit. Bullfrog Mines made an initial payment to Abitibi of C$25,000 and can exercise the Abitibi Option by:

·Paying to Abitibi C$50,000 in cash or shares of Company common stock by December 9, 2021; 

·Paying to Abitibi C$75,000 in cash or shares of Company common stock by December 9, 2022; and 

·Granting to Abitibi a 2% net smelter royalty on the claims subject to the Abitibi Option by December 9, 2022, of which Bullfrog Mines would have the option to purchase 0.5% for C$500,000 on or before December 9, 2030. 

In order to exercise the Abitibi Option, Bullfrog Mines is also required to keep the underlying claims in good standing.

NOTE 7 - SUBSEQUENT EVENTS

None.




ITEM 2.2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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”. 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, 20162020 filed with the Securities and Exchange Commission on March 31, 2017.16, 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 BullfrogAugusta Gold Corp., and depending on the context, its subsidiaries.


Company History and Recent Events


BullfrogGeneral Corporate Overview

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.". The Company is in the exploration stage of its resource business.


Company Overview


We are an exploration stage gold company engaged in the acquisition and exploration of propertiesfocused on building a long-term business that may contain gold and other mineralization primarily in the United States.


Bullfrog Project

The Bullfrog Gold Project lies approximately 4 miles west of the town of Beatty, Nevada and 120 miles northwest of Las Vegas, Nevada.  In 2011, Standard Gold Corp. (“Standard Gold”) a wholly owned subsidiary of the Company, initially acquired a 100% right, title and interest in 79 lode claims and 2 patented claims that contain approximately 1,600 acres subject to a 3% net smelter royalty.


On October 29, 2014, Rocky Mountain Minerals Corp. (“RMM”) a wholly owned subsidiary of the Company, entered into an Option Agreement (the “Option”) with Mojave Gold Mining Corporation (“Mojave”). Mojave holds and possesses the purchase rights to 100% of 12 patented mining claims located in Nye County, Nevada. This property is contiguous to the Company’s Bullfrog Project and covers approximately 156 acres, including the northeast half of the Montgomery-Shoshone (M-S) pit mined by Barrick Gold in the 1990’s.


Mojave granted to RMM the sole and immediate working right and option with respect to the property until the 10th anniversary of the closing date, to earn a 100% interest in and to the property free and clear of all charges encumbrances and claims, save and except a sliding scale Net smelter return (or NSR) royalty.


In order to maintain in force, the working right and Option granted to it, and to exercise the Option, RMM granted Mojave 750,000 shares of common stock and paid $16,000. In addition, to exercise the option, RMM must pay to Mojave a total of $190,000 over the next 10 years. For reference, Barrick Bullfrog Inc. (“Barrick”) terminated a lease on these patents after they ceased operations in late 1999.




13



On March 23, 2015, RMM entered into a Mineral Lease and Option to Purchase Agreement with Barrick involving 6 patented mining claims, 20 unpatented mining claims, and 8 mill site claims located four miles west of Beatty, Nevada and covers approximately 444 acres (the “Barrick Properties”). These Barrick Properties are strategically located adjacent todelivers stakeholder value through developing the Company’s Bullfrog Gold Project and include two patents that cover the southwest half of the M-S open pit from which Barrick produced approximately 220,000 ouncespursing accretive merger and acquisition opportunities. We are focused on exploration and advancement of gold by the late 1990’s. Undergroundexploration 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 early 1900’s producedexploration 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 70,000 ounces120 miles north-west of gold fromLas Vegas, Nevada and 4 miles west of Beatty, Nevada. The Company controls approximately 13,700 acres of mineral rights including the M-S deposit. Also included inBullfrog and Montgomery-Shoshone deposits and has further identified significant additional mineralization around the agreement isexisting pits and defined several exploration targets that could further enhance the northern one third of the main Bullfrog deposit where Barrick mined approximately 2.1 million additional ounces by open pit and underground methods. In addition to prospective adjacent lands, these acquisitions provide the potential to expand the M-S deposit along strike and at depth and in the northern part of the main Bullfrog deposit.Gold Project.


The Company also has access to Barrick’s substantial data base withinis led by a 1.5 mile radiusmanagement 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 leased lands to further advance its exploration and development programs. To maintain the lease and option,Business

On October 9, 2020, the Company must spend $1.5 million dollars within five years onentered into a membership interest purchase agreement (the “MIPA”) among the Barrick PropertiesCompany, Homestake Mining Company of California (“Homestake”), and then issueLac Minerals (USA) LLC (“Lac Minerals” and together with Homestake, the “Barrick Parties”).

Pursuant to Barrick 3.25 million shares of the Company’s common stock while providing a 2% gross royalty on productionMIPA, the Company agreed to purchase from the Barrick Properties. Overriding royalties of 5% net smelter returnsParties, and 5% gross proceeds are respectively limited to three claims and two patents in the main Bullfrog pit area. Barrick has retained a back-in right to reacquire a 51% interest in the Barrick Properties, subjectParties agreed to definition of a mineral resource on the Barrick Properties meeting certain criteria, and reimbursingsell to the Company, in an amount equal to two and one-half times Company expenditures on the Barrick Properties.


Significant drilling is required to test projections of mineralized trends and structures that extend for considerable distances to the north and eastall of the M-S pitequity 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 original lands acquired byCompany’s acquisition of the Equity Interests, the Company in 2011. Located eastacquired rights to 1,500 acres of land adjoining the M-S pit is an area 700 meters by 1,300 meters in which there is only one shallow hole from which there is no data available. Only a small portionCompany’s Bullfrog Gold deposit. As at the date of this area may be prospective, but the area certainly warrants additional study and exploration drilling.


There is only one drill hole located about 150 meters northeast of the M-S pit limit and another hole 1,000 meters northeast of the pit along strike of a major geologic structure. In this regard,Report, the Company’s lands extend nearly 5,000 meters north-northeast of the pit and there has been very little drilling in this area, even though several structures have been mapped by Barrick and others.


Barrick drilled twelve deep holes in the M-S area ranging from 318 meters to 549 meters. Notable mineral intercepts from four holes below the central part of the pit are summarized below:


 

Intercept Data, Meters

Gold

Hole No.

Thickness

Under Pit

g/t

717

51.8

70

1.35

 

18.3

135

0.59

 

15.2

150

0.68

 

160.0

180

0.96

732

10.7

200

0.84

 

79.2

330

0.74

733

12.2

130

1.14

 

13.7

220

0.75

 

29.0

250

0.70

734

4.6

15

6.03

 

21.3

70

1.43

 

22.9

130

0.89

 

4.6

190

1.04


These results demonstrate that substantial amounts of gold occur in an exceptionally large epithermal system that has good potential for expansion and possibly higher gradestotal land position at depth. Three of these intercepts are less than 75 meters below the existing pit. Two holes located 40 meters and 90 meters east of the 160 meter interval in hole #717 contained no significant mineralization at this depth, whereas the 29 meters of mineral in hole #733 is 60 meters west and the mineral zone is open to the north, south and west.





For reference, Barrick terminated all mining and milling operations in the autumn of 1999 when their cash production costs exceeded gold prices that averaged less than $300 per ounce for the year and reached a low of $258/oz in August 1999. The economic margins for heap leaching lower grades at current gold prices near $1200/oz are deemed better than in 1999, and the Company is positioned to explore such opportunities. Furthermore, Barrick never controlled or had access to a patented claim on the immediate east and north limits of the M-S pit, but this patent is owned by the Company.


Starting in 2015, the Company has studied Barrick’s entire electronic data base and much of their paper data base obtained from their Elko, Nevada and Salt Lake City, Utah offices.  On June 27, 2017, an independent engineering firm provided resource estimates on Company lands as summarized below:


[bfgc_10q001.jpg]


Input parameters used in the estimates are tabulated below:


Estimate Input Parameters

Parameter

Input

Unit

Mining Cost - M & W

2.25

$/t

Processing Cost

6.00

$/t

General & Admin.

1.60

$/t

Refining Sales

0.05

$/t

Sell Cost

10

$/tr oz

Gold Recovery

72

%

Silver Recovery

20

%

Gold Price (3-yr average)

1200

$/tr oz

Pit Slopes

45

degrees


Resource estimates are in place and do not include recoveries from a proposed downstream heap leach/processing operation. Of the combined M&I resource estimate, the measured component was approximately 9% in the Bullfrog deposit and 36% of the in the M-S deposit.  The resource classifications herein are consistent with the policies and standards of Canadian National Instrument 43-101 (“NI 43-101”).






The data base used for the estimates included 1,262 holes containing 155 miles of coring and drilling completed from 1983 through 1996 by Barrick and its predecessors. Assaying was performed by several accredited laboratories.  Tetra Tech, Inc. (“Tetra Tech”) a recognized global provider of engineering, technical and construction management services with particular expertise in the mining sector, reviewed the data base in detail and found it to be of sufficient quality and quantity to estimate measured, indicated and inferred resources. A final NI 43-101 Technical Report is posted on the Company’s website.


The resources were estimated by the Golden, Colorado office of Tetra Tech. The estimates were prepared in accordance with requirements of NI 43-101 Standards of Disclosure for Mineral Projects. The technical work, analysis and findings were completed or directly supervised by Rex Bryan, PhD, who is as an independent "Qualified Person" as defined by NI 43-101. Mr. Bryan has also reviewed and approved the information in the June 27, 2017 news release.


An internal pit cutoff ranging between 0.20 to 0.36 g/t in the same base case pit shell provides an additional 99,000 ounces of gold averaging 0.26 g/t that is planned to be heap leached at a run-of-mine or uncrushed size. Thus, 624,000 ounces of measured and indicated resources grading 0.70 g/t are within this base case pit. With respect to pit slope layback constraints, the Company is in the process of consolidating all lands in the Bullfrog pit and from June through September 2017 has leased 24 patents and staked 88 mining claims to cover exploration targets and potential sites for leach pads and other project facilities.


For reference, the Company estimated in April 2016 a preliminary mineral inventory of 470,000 ounces grading 0.89 g/t using a nominal 0.3 g/t cutoff. In comparison, the M&I resources of 624,000 ounces represents a 33% increase in gold ounces. As the existing pit slopes are up to 52 degrees and stable after 20 years of no mining, the 45-degree input by Tetra Tech is conservative and provides upside in final pit designs. It is also noted that Barrick terminated all mining by the end of 1998 and mill production in early 1999 when gold prices were less than $300 per ounce. However, economic margins for gold mining in general are now much better, particularly with the application of low-cost heap leaching methods. Barrick also used gold cut-off grades of 0.5 g/t in the pits and 3.0 g/t in the underground mine.


Metallurgy


In 1994 Kappes Cassiday of Reno, NV performed simulated heap leach column tests on 250 kg samples with results as follows:


Size, inch

-1.5

-3/8

Calc. Head, gold opt

.035

.029

Rec., %

71.4

75.9

Leach time, days

41

41


In 1995, Barrick performed a pilot heap leach test on 844 tons that were crushed to -½ inch and averaged 0.019 gold opt. In only 41 days of leaching, 67% of the gold was recovered while cyanide and lime consumptions were exceptionally low.


In 1986 St Joe column leached a 22-ton composite of minus 12-inch material grading 0.037 gold opt to simulate heap leaching material at a coarse run-of-mine (“ROM”) size and recovered 49% in 59 days of leaching, which they projected to 54% for leaching 90 days.


In summary, the Bullfrog Gold Project mineralization has good heap leach gold recoveries for crushingtotals approximately 13,700 acres.




Following closing of the Acquisition Transaction, the Company’s board and management was reconstituted to 1.5 inch or lessinclude Maryse Belanger as President, CEO and at ROM size. The latter is particularly important since much additional low grade under 0.3 g/t that must be excavated fromdirector, 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 pit could be ROM heap leached to supplement production.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.





ResultsofOperations


Three Months Ended September 30, 20172021 Compared to September 30, 20162020


Three Months Ended

Three Months Ended

9/30/17

 

9/30/16

 

 

 

Revenue

$

0

 

$

0

 

 

 

 

 

9/30/21

 

9/30/20

Operating expenses

 

 

 

 

 

 

 

General and administrative

 

180,529

 

 

311,991

$1,152,843

 

$641,344

Lease expense

 

26,000

 

 

0

 

 

 

 

 

Exploration, evaluation and project expense

1,267,366

 

137,071

Accretion expense

6,162

 

0

Depreciation expense

16,910

 

0

Total operating expenses

 

206,529

 

 

311,991

2,443,281

 

778,415

 

 

 

 

 

 

Net operating loss

 

(206,529)

 

 

(311,991)

(2,443,281)

 

(778,415)

 

 

 

 

 

 

Interest expense

 

(12,920)

 

 

(8,066)

0

 

(21,376)

 

 

 

 

 

Net loss

$

(219,449)

 

$

(320,057)

Revaluation of warrant liability

3,936,989

 

(157,439)

Foreign currency translation adjustment

(470,565)

 

0

Net income (loss)

$1,023,143

 

($957,230)


Nine Months Ended September 30, 20172021 Compared to September 30, 20162020

 

Nine Months Ended

 

9/30/21

 

9/30/20

Operating expenses

 

 

 

General and administrative

$3,807,392

 

$1,023,005

Lease expense

16,000

 

16,000

Exploration, evaluation and project expense

7,745,089

 

504,034

Accretion expense

18,605

 

0

Depreciation expense

33,043

 

0

Total operating expenses

11,620,129

 

1,543,039

 

 

 

 

Net operating loss

(11,620,129)

 

(1,543,039)

 

 

 

 

Interest expense

0

 

(59,675)

Revaluation of warrant liability

13,826,926

 

(484,922)

Foreign currency translation adjustment

185,942

 

0

Net income (loss)

$2,392,739

 

($2,087,636)



 

9/30/17

 

9/30/16

 

 

 

 

Revenue

$

0

 

$

0

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

  General and administrative

 

610,210

 

 

403,084

  Lease expense

 

26,000

 

 

0

 

 

 

 

 

 

    Total operating expenses

 

636,210

 

 

403,084

 

 

 

 

 

 

Net operating loss

 

(636,210)

 

 

(403,084)

 

 

 

 

 

 

  Gain on extinguishment of debt

 

0

 

 

2,523,813

  Loss on asset abandonment

 

0

 

 

(164,850)

  Interest expense

 

(40,435)

 

 

(155,693)

 

 

 

 

 

 

Net (loss) income

$

(676,645)

 

$

1,800,186



We are still in the exploration stage and have no revenues to date.


DuringFor the three and nine months endedending September 30, 2017 we had a net loss compared2021, the Company increased general and administrative expenses by approximately $512,000.  The increase was due to a net income forthe following year over year variances:

Three months ending 9/30/2021

9/30/2021

9/30/2020

Variance

Accounting fees

$62,000

$18,000

$44,000

Legal fees

89,000

43,000

46,000

Marketing expense

1,000

76,000

(75,000)

Payroll

445,000

41,000

404,000

Corporate expenses & rent

42,000

0

42,000

Share based compensation

442,000

450,000

(8,000)

Insurance

31,000

1,000

30,000

Stock exchange fees

13,000

3,000

10,000

Other general expenses

28,000

9,000

19,000

Total

$1,153,000

$641,000

$512,000

For the nine months endedending September 30, 20162021, the Company increased general and administrative expenses by approximately $2,784,000.  The increase was due to the following year over year variances:

Nine months ending 9/30/2021

9/30/2021

9/30/2020

Variance

Accounting fees

$219,000

$71,000

$148,000

Legal fees

354,000

51,000

303,000

Marketing expense

74,000

255,000

(181,000)

Payroll

1,284,000

95,000

1,189,000

Corporate expenses & rent

262,000

0

262,000

Share based compensation

1,163,000

487,000

676,000

Insurance

92,000

1,000

91,000

Stock exchange fees

233,000

20,000

213,000

Other general expenses

126,000

43,000

83,000

Total

$3,807,000

$1,023,000

$2,784,000

·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 net lossone-time 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 $442,000 and $1,163,000 for the three months ended September 30, 2016. The variances for the three months ended September 30, 2017 were immaterial.  Theand nine months ended 2016 net income wasending, respectively. 

·Stock exchange fee variance is a result of the final repaymentinitial 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. 

For the three- and nine-month period ending September 30, 2021 there was a note owedvariance $1,130,000 and $7,241,000, respectively, for the same period in 2020 in exploration and evaluation expenses.  The following are the significant expenses incurred in 2021:




 

Three months

ending 9/30

Nine months

ending 9/30

Drilling

$425,000

$3,992,000

Consultants/Contractors

279,000

1,529,000

Supplies and equipment

105,000

765,000

Assay

154,000

543,000

Water haulage

82,000

390,000

Overhead

27,000

234,000

Permits and fees

183,000

253,000

Other

12,000

39,000

Total 2021

$1,267,000

$7,745,000

Total 2020

$137,000

$504,000

Variance

$1,130,000

$7,241,000

In the third quarter of 2021, exploration drilling targeted metallurgical samples at Bullfrog.  A total of three holes totaling 1,654 meters were drilled at Bullfrog to RMB Australia Limited (“RMB”)collect metallurgical samples and test for remnant high-grade mineralization adjacent to the backfilled stope. The data collected from the metallurgical drilling is being assessed to determine if further test work is required.

The Company continues to evaluate all the drilling data in addition to interpreting the results from the geophysical survey.

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

LiquidityandCapitalResources

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 resultedit 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 gainbankable feasibility study on extinguishmentone of debtits projects.

On January 16, 2020, the Company issued an aggregate of approximately $2,500,000.2,564,103 units for gross proceeds to the Company of C$2,000,000 to accredited investors pursuant to a subscription agreement. Each unit was issued 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 issued 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 issued at 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 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 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 issued 7,555,556 units pursuant to a private placement at a price of C$2.25 per unit for gross proceeds of C$17 million, each unit comprised of one share of common stock of the Company and one half of one common stock purchase warrant. Each whole 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. Finders’ fees of C$450,000 were paid in connection with the private placement.

Liquidity

As of September 30, 2021, the Company had total liquidity of $20,473,000 in cash and cash equivalents. The Company had working capital of $20,142,000 and an accumulated deficit of $21,233,000. For the nine months ended September 30, 2017,2021, the increaseCompany had negative operating cash flows before changes in generalworking capital of $10,219,000 and administrative is due primarily to $200,000a net income of common stock that was issued for consulting services$2,393,000.

As of September 30, 2020, the Company had total liquidity of $473,000 in 2017 for marketing.cash and cash equivalents. The interest expense in 2016 was mostly related to the interest for the RMB facility that was paid off in June 2016,Company had negative working capital of $3,000 and the 2017 interest expense due to the related party.  Additionally, the Klondike Project agreement was terminated in June 2016 resulting in a loss on asset abandonmentan accumulated deficit of $164,850.$13,754,000. For the three and nine months ended September 30, 2017,2020, the lease expenseCompany had negative operating cash flows before changes in working capital of $26,000 is$1,116,000 and a net loss of $2,088,000.

The Company expects that it will operate at a loss for the resultforeseeable 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 a 30 year lease executed on July 1, 2017 with Lunar Landing.  See note 4this report. However, the Company does expect that it will be required to raise additional funds through public or private equity financings in the consolidated notesfuture in order to continue in business in the financial statements for additional information.



Liquidity and Capital Resources


As of September 30, 2017, continuation as a going concern is dependent upon raising additional funds and attaining profitable operations. On December 10, 2012,future past the immediate 12 month period. Should such financing not be available in that time-frame, the Company entered into a facility agreement with RMB as the lender, in the amountwill be required to reduce its activities and will not be able to carry out all of $4.2 million. its presently planned exploration and, if warranted, development activities on its currently anticipated scheduling.

Capital Management

The RMB debt was paid off on June 30, 2016.


On March 31, 2015 we granted optionsCompany’s objectives when managing capital are to purchase 4,500,000 shares of our common stock of the 4,500,000 shares of common stock available under our 2011 Equity Incentive Plan.


On March 23, 2015, RMM the 100% owned subsidiary of the Company entered into a Mineral Lease and Option to Purchase Agreement with Barrick Bullfrog involving patented mining claims, unpatented mining claims, and mill site claims (“Properties”) located three miles west of Beatty, Nevada. These Properties are strategically located adjacent tosafeguard the Company’s Bullfrog Gold Project and include two patents that cover the southwest half of the Montgomery-Shoshone (M-S) open pit gold mine. In October 2014 the Company optioned the northeast half of the M-S pit and now controls the entire pit.


RMM shall expend as minimum work commitments for the benefit of the Properties prior to the fifth anniversary of the effective date per the schedule below. These work commitments, as of September 30, 2017, have been satisfactorily met with the management of the Properties. The Company does not have a management fee policy for projects, however, it does track time spent per project. This soft cost performed by Company management is considered by the Company a requirement to study and analyze the Properties for feasibility.


Anniversary of Effective Date

Minimum Project Work Commitment ($)

First

100,000

Second

200,000

Third

300,000

Fourth

400,000

Fifth

500,000


On July 1, 2017, RMM entered a 30-year Mineral Lease with Lunar Landing, LLC. involving 24 patented mining claims situated in the Bullfrog Mining District, Nye County, Nevada.  Lunar owns 100% undivided interest in the mining claims.

RMM shall expend as minimum work commitments of $50,000 per year until a cumulative of $500,000 of expense has been incurred.  RMM paid Lunar $26,000 on the Effective Date and make lease payments on the following schedule:


Years Ending December 31

Annual Lease Payment ($)

2018-2022

16,000

2023-2017

21,000

2028-2032

25,000

2033-2037

30,000

2038-2042

40,000

2043-2047

45,000


The Company received $280,000 from certain accredited investors to pay off the RMB debt on June 30, 2016.


On August 29, 2016, the Company sold an aggregate of 500,000 common shares for gross proceeds to the Company of $32,000 to certain accredited investors pursuant to a stock purchase agreement.


On May 23, 2017, the Company sold an aggregate of 10,200,000 shares (the “Units”) (9,575,000 common shares and 625,000 series B preferred shares) with gross proceeds to the Company of $816,000 ($30,000 payoff for related party payable and $786,000 cash) from certain accredited investors pursuant to a subscription agreement.





18



Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. The trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock.


The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Should we be unableability to continue as a going concern we may be unablein order to realizepursue the carrying valuedevelopment and exploration of our assetsits mineral properties and to meet our obligations as they become due. To continue asmaintain a going concern, weflexible capital structure, which optimizes the costs of capital to an acceptable risk.

As of September 30, 2021, the capital structure of the Company consists of 70,472,270 shares of common stock, par value $0.0001, and preferred stock Series B shares convertible into 677,084 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 dependentbased on continued fund raising. However, we have no commitment from any partycash forecasts. In order to provide additionalmaintain or adjust the capital and there is no assurance that such funding will be available when needed, structure, the Company may issue new debt, new shares and/or if available, thatconsider strategic alliances. Management reviews its terms will be favorable or acceptable to us.


There can be no assurance that additional financing will be available at all orcapital management approach on acceptable terms. If additional financinga regular basis. The Company is not available, we may havesubject to substantially reduce or cease operations.any externally imposed capital requirements.


Off Balance Sheet ArrangementsContractual obligations and commitments


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

 

<1 year

1 - 3 years

4 - 5 years

>5 years

Total

Leases

$78,687

$250,421

$64,132

$675,000

$1,068,240

Capital Expenditure

25,000

60,000

-

-

85,000

 

$103,687

$310,421

$64,132

$675,000

$1,153,240

OffBalanceSheetArrangements

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


CriticalAccountingPoliciesandUseofEstimates


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 estimates the volatility of its common stock at the date of grant based on the volatility of comparable peer companies which are publicly traded. 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”).


ITEM 3.3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES AND MARKET RISK


As a smaller reporting company, as that term is defined in Item 10(f)(1) of Regulation S-K, we are not required to provide information required by this Item.Not Applicable.


ITEM 4.4 - CONTROLS AND PROCEDURES


DisclosureControlsandProcedures


As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of September 30, 2017 our management concluded itsconducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.procedures as of September 30, 2021.


Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.





Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.


With respect to the quarterly period ending September 30, 2017,2021, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based upon our evaluation regarding the quarterly period ending September 30, 2017,March 31, 2021, our management, including our Chief Executive Officerchief executive officer and Chief Financial Officer,chief financial officer, has concluded that ourits disclosure controls and procedures were effective.


ChangesinInternalControls


There have been no changes in the Company’s internal control over financial reporting during the three months ended September 30, 20172021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.





































PART II. OTHER INFORMATION


ITEM 1.1 - LEGAL PROCEEDINGS


We know of no material, active or pending legal proceedings against the Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


ITEM 1A.1A - RISK FACTORS


There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 20162020.


ITEM 2.2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


NoneAll unregistered sales of equity securities during the period covered by this report were previously disclosed on Form 8-K.


ITEM 3.3 - DEFAULTS UPON SENIOR SECURITIES


None


ITEM 4.4 - MINE SAFETY DISCLOSURES


None


ITEM 5.5 - OTHER INFORMATION


None


ITEM 6.6 - EXHIBITS


Exhibit

Number

Description

313.1

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on May 11, 2021)

3.2

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 9, 2021)

4.1

Form of Warrant from March 2021 Private Placement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 5, 2021)

10.1

Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 26, 2021)

31.1

Certification of Chief Executive Officer andfiled pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

3232.1

Certification of Chief Executive Officer andfiled pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2

Certification of Chief Financial Officer filed pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.ins

XBRL Instance Document *

101.sch

XBRL Taxonomy Schema Document *

101.cal

XBRL Taxonomy Calculation Document *

101.def

XBRL Taxonomy Linkbase Document *

101.lab

XBRL Taxonomy Label Linkbase Document *

101.pre

XBRL Taxonomy Presentation Linkbase Document *


*Filed herein
















SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: November 8, 20179, 2021

BULLFROGAUGUSTA GOLD CORP.

 

 

 

 

By:

/s/ David BelingS/ Donald R. Taylor

 

 

Name: David BelingDonald R. Taylor

 

 

Title: President and Chief Executive Officer and(Principal Executive Officer)

Date: November 9, 2021

AUGUSTA GOLD CORP.

By:

/S/MichaelMcClelland

Name: Michael McClelland

Title: Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)






























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