SCHEDULE 13D/A: Darcy Higgs Boosts Stake in Austin Gold Corp. to 18.5% Through Private Director Purchases

Darcy Higgs, a significant shareholder, increased his beneficial ownership in Austin Gold Corp. to 18.5% by acquiring an additional 360,000 common shares from two company directors for $452,862.

Summary

• Darcy Higgs, the reporting person, increased his beneficial ownership in Austin Gold Corp. to 2,526,667 common shares, representing 18.5% of the company's outstanding common shares.
• This increase was achieved through the acquisition of an additional 360,000 common shares via private sales from two of the Issuer's directors, Kenneth C. McNaughton and Joseph Ovsenek.
• The shares were purchased at a price of C$1.80 per share, equivalent to approximately US$1.2579 per share, for a total of US$452,862 (C$648,000).
• The transaction closed on March 27, 2025.
• The reporting person's total beneficial ownership includes 1,926,667 directly owned common shares, options to purchase 410,000 common shares, and control over 90,000 shares owned by Santorini Investment Corp. and 100,000 shares owned by family members.
• The purpose of the acquisition was for investment purposes and to exert control over Austin Gold Corp.

Sentiment

Score: 7

Explanation: The increased stake by a significant shareholder for 'investment purposes and to exert control' generally signals confidence in the company's future. While directors selling shares could be a negative, the overall increase in a major shareholder's stake is often viewed positively by the market.

Positives

• A significant shareholder, Darcy Higgs, has increased his stake, indicating strong conviction in the company's future prospects.
• The acquisition was for "investment purposes and to exert control," suggesting active engagement and potential strategic influence by a major shareholder.

Negatives

• Two directors, Kenneth C. McNaughton and Joseph Ovsenek, sold a significant number of their shares, which could be interpreted as a lack of confidence or a desire to divest by insiders, although the document does not provide their reasons for selling.

Risks

• The purchaser, as an affiliate of the company, is subject to U.S. Securities Act Rule 144 control share provisions, which restrict the ability to sell shares in the open market due to hold period, manner of sale, volume, and notice restrictions.
• Sellers acknowledged that the market value of the common shares could become substantially more or less than the purchase price, and that any future sale of common shares in relation to an exit strategy could be at a premium or discount.

Future Outlook

The document indicates that Austin Gold Corp. has explored and will continue to explore various exit strategies, including potential sale, merger, consolidation, and similar transactions.

Management Comments

• "The Reporting Person acquired the additional 360,000 Common Shares for investment purposes and to exert control over the Issuer."
• "Seller acknowledges that the market value of the common shares is currently and could, in the future and depending on the success of the Company’s business, become worth substantially more than the price at which the Purchaser is purchasing the common shares from the Seller."
• "Seller understands that the Company has from time to time explored, and will continue to explore, exit strategies, including, without limitation, selling the Company, merger, consolidation and similar transactions."

Industry Context

This filing details a specific change in beneficial ownership by a major shareholder and does not provide broader industry trends or context. It reflects an individual investor's strategic move within the gold exploration sector.

Related Party Transactions

• Darcy Higgs, a significant shareholder, acquired shares from Kenneth C. McNaughton and Joseph Ovsenek, both directors of Austin Gold Corp. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The increased stake by Darcy Higgs could be seen as a positive signal of confidence and potential for active shareholder engagement. The sale by directors might raise questions but is offset by the buyer's intent.
• Management: Darcy Higgs's stated intent to "exert control" suggests potential for increased shareholder influence on management decisions and strategic direction.

Next Steps

• Austin Gold Corp. will continue to explore exit strategies, including potential sale, merger, or consolidation.

Key Dates

Keywords

Austin Gold Corp., Darcy Higgs, Schedule 13D, Beneficial Ownership, Share Purchase, Insider Trading, Common Shares, Investment, Corporate Control, SEC Filing, Mining, Gold Exploration