Austin Gold Corp 美国股票招股说明书（2026年2月11日版本）

$7,500,000 Common Shares Austin Gold Corp. (the “Company”, “Austin Gold”, “we”, “us”, and “our”) has entered in an At The Market Offering Agreement (the“Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Lead Manager”) and Roth Capital Partners, LLC (“Roth”, andcollectively with the Lead Manager, the “Managers”, and each, a “Manager”) relating to our common shares, no par value, that may be In accordance with the terms of the Sales Agreement, from time to time we may offer and sell shares of our common shares throughthe Managers acting as sales agent or principal. Pursuant to this prospectus supplement and the accompanying prospectus, from time to value of our outstanding common shares held by non-affiliates was approximately $23,493,426, which we calculated based on13,693,001 outstanding common shares, of which 8,272,333 common shares were held by non-affiliates, and a price per share of $2.84on January 29, 2026, which was the highest closing price of our common shares on the NYSE American within the 60 days precedingthe filing of this prospectus supplement. During the 12 calendar months prior to and including the date of this prospectus supplement, we have not sold any securities pursuant to General InstructionI.B.5on Form F-3. Pursuant to General InstructionI.B.5of Form F-3,in no event will we sell securities in public primary offerings on Form F-3 with a value exceeding one-third of our public float (asdefined by General InstructionI.B.5) in any 12-calendar month period so long as our public float remains below $75.0 million. Sales of shares of our common shares, if any, under this prospectus supplement and the accompanying prospectus may be made insales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended(the “Securities Act”), including sales made directly on or through the NYSE American, the existing trading market for our commonshares, or any other existing trading market in the United States for our common shares, sales made to or through a market maker otherthan on an exchange or otherwise, directly to the Lead Manager as principal, in negotiated transactions at market prices prevailing atthe time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. Subject to terms of The Managers will be entitled to compensation under the terms of the Sales Agreement at a commission rate of 3.0% of the gross salesprice per share sold. In connection with the sale of shares of our common shares on our behalf, the Managers will be deemed to be“underwriters” within the meaning of the Securities Act and the compensation of the Managers will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to the Managers against certain liabilities, Our common shares are traded on the NYSE American under the symbol “AUST”. On February 9, 2026, the last reported sale price ofour common shares on the NYSE American was $2.09. We are an “emerging growth company” under applicable Securities and Exchange Commission rules and, as such, have elected tocomply with certain reduced public company disclosure requirements for this prospectus supplement and future filings. See the section Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referencedunder the heading “Risk Factors” beginning on page S-7 of this prospectus supplement and under similar headings in the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any Roth Capital PartnersCo-Manager The date of this prospectus supplement is February 10, 2026. PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUSS-iiPROSPECTUS SUMMARYS-1RISK FACTORSS-7 BASE PROSPECTUS CURRENCY METRIC CONVERSION TABLEiiNOTE REGARDING FORWARD-LOOKING STATEMENTSiiiSUMMARY1RISK FACTORS7 ABOUT THIS PROSPECTUS This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering andcommon shares and the method of distribution of the common shares. The second part is the accompanying prospectus, which givesmore general information, some of which may not apply to the common shares. Both documents contain important information youshould consider when making your investment decision. This prospectus supplement is deemed to be incorporated by reference intothe prospectus solely for the purpose of the offering. If information in this prospectus supplement is inconsistent with the prospectus or You should rely only on the information provided in this prospectus supplement and the accompanying prospectus and the documentsincorporated by reference herein and therein. In addition, this prospectus supplement contains summa