SC 13D 1 sc13d.htm SCHEDULE 13D NOVEMBER 9, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Austin Gold Corp.
(Name of Issuer)

Common Shares, No Par Value
(Title of Class of Securities)

05223F106
(CUSIP Number)

Kenneth McNaughton

9^th Floor, 1021 West Hasting Street

Vancouver, BC V6E 0C3

Canada

(778) 731-1055

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to:

Jason K. Brenkert

Dorsey & Whitney LLP

1400 Wewatta Street, Suite 400

Denver, Colorado 80202-5549

(303) 629-3445

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 3, 2022
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 05223F106

1	NAMES OF REPORTING PERSONS Kenneth McNaughton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐ Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER As of May 3, 2022: 1,700,000⁽¹⁾ As of September 28, 2022: 1,433,333⁽²⁾ As of October 2, 2023: 1,600,000⁽³⁾ As of November 9, 2023: 1,200,000⁽⁴⁾
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER As of May 3, 2022: 1,700,000⁽¹⁾ As of September 28, 2022: 1,433,333⁽²⁾ As of October 2, 2023: 1,600,000⁽³⁾ As of November 9, 2023: 1,200,000⁽⁴⁾
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON As of May 3, 2022: 1,700,000⁽¹⁾ As of September 28, 2022: 1,433,333⁽²⁾ As of October 2, 2023: 1,600,000⁽³⁾ As of November 9, 2023: 1,200,000⁽⁴⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ NOT APPLICABLE
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) As of May 3, 2022: 12.78%⁽⁵⁾ As of September 28, 2022: 10.77%⁽⁵⁾ As of October 2, 2023: 11.88%⁽⁶⁾ As of November 9, 2023: 8.91%⁽⁷⁾
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)	Includes 1,666,667 Common Shares and options to purchase 33,333 Common Shares.

(2)	Includes 1,400,000 Common Shares and options to purchase 33,333 Common Shares.

(3)	Includes 1,400,000 Common Shares and options to purchase 200,000 Common Shares.

(4)	Includes 1,000,000 Common Shares and options to purchase 200,000 Common Shares.

(5)	The percentages used herein are calculated based upon 13,271,750 outstanding Common Shares of the Issuer, plus 33,333 Common Shares in aggregate underlying convertible securities which are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.

(6)	The percentages used herein are calculated based upon 13,271,750 outstanding Common Shares of the Issuer, plus 200,000 Common Shares in aggregate underlying convertible securities which are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.

(7)	The percentages used herein are calculated based upon 13,271,750 outstanding Common Shares of the Issuer, plus 200,000 Common Shares in aggregate underlying convertible securities which are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.

EXPLANATORY NOTE:

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Shares, no par value (the "Common Shares")

(b)

Name of Issuer:

Austin Gold Corp. (the "Issuer")

(c)

Address of Issuer's Principal Executive Offices:

9th Floor, 1021 West Hasting Street, Vancouver, BC V6E 0C3, Canada

Item 2.

Identity and Background

(a)

Name of Reporting Person:

Kenneth McNaughton (the “Reporting Person”)

(b)

Address of Principal Business Office:

9th Floor, 1021 West Hasting Street, Vancouver, BC V6E 0C3, Canada

(c)

Occupation, Employment and Other Information:

The Reporting Person is a co-founder and director of Austin Gold Corp.

(d)

Criminal convictions:

The Reporting Person has not, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

Civil proceedings:

The Reporting Person has not, in the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Citizenship:

The Reporting Person is a citizen of Canada.

Item 3.

Source and Amount of Funds or Other Consideration:

(a)	April 2020 – Common Share Purchase

Upon the Issuer’s incorporation in April 2020, the Reporting Person and the Issuer entered into a subscription agreement for the Reporting Person to acquire 1,666,667 Common Shares (after adjusting for a subsequent 3:1 reverse stock split) of the Issuer. The funds for the purchase of the Common Shares were personal funds of the Reporting Person.

(b)	December 2020 – Option Grant

On December 2, 2020, the Issuer granted the Reporting Person 33,333 options to purchase Common Shares of the Issuer (the "2020 Options"). The 2020 Options are exercisable at a price of C$3.00 per share, expire on December 2, 2030 and vested immediately. The 2020 Options were granted pursuant to the Issuer's December 1, 2020 Stock Option Plan to the Reporting Person in consideration of his services as Vice President and a director of the Issuer.

(c)	September 2022 – Common Share Sale

The Reporting Person sold 266,667 Common Shares pursuant to a Stock Purchase Agreement dated September 26, 2022 by and between Dennis Higgs, Joseph Ovsenek, and the Reporting Person.

(d)	October 2022 – Option Grant

On October 27, 2022, the Issuer granted the Reporting Person 41,667 options to purchase Common Shares of the Issuer (the “2022 Options”). The 2022 Options are exercisable at a price of US$0.9161 per share, expire on October 27, 2027 and vest as follows: 25% vested immediately, 25% on April 27, 2023, 25% on October 27, 2023, and 25% on April 27, 2024. The 2022 Options were granted pursuant to the Issuer's Stock Option Plan Amended and Restated as of July 5, 2021 to the Reporting Person in consideration of his services as Vice President and a director of the Issuer.

(e)	October 2023 – Option Grant

On October 2, 2023, the Issuer granted the Reporting Person 125,000 options to purchase Common Shares of the Issuer (the “2023 Options”). The 2023 Options are exercisable at a price of US$0.7671 per share, expire on October 2, 2028 and vest as follows: 25% vest on April 2, 2024; 25% vest on October 2, 2024; 25% vest on April 2, 2025; and 25% vest on October 2, 2025. The 2023 Options were granted pursuant to the Issuer's 2023 Stock Incentive Plan to the Reporting Person in consideration of his services as a director of the Issuer.

(f)	November 2023 – Common Share Sale

The Reporting Person sold 400,000 Common Shares pursuant to stock purchase agreements dated October 18, 2023, with various purchasers, including Dennis Higgs, the Issuer’s President and a director, and Santorini Investment Corp., a company Darcy Higgs, the Issuer’s Vice President, Business Development, has control or direction over. The transactions closed November 9, 2023.

Item 4.

Purpose of Transaction

(a)	April 2020 – Common Share Purchase

The Reporting Person acquired the Common Shares for investment purposes and to exercise control over the Issuer.

(b)	December 2020 – Option Grant

The Reporting Person was granted the 2020 Options under the Issuer's December 1, 2020 Stock Option Plan in consideration of his services as Vice President and a director of the Issuer.

(c)	September 2022 – Common Share Sale

The Reporting Person disposed of the Common Shares to cover personal obligations.

(d)	October 2022 – Option Grant

The Reporting Person was granted the 2022 Options under the Issuer's Stock Option Plan Amended and Restated as of July 5, 2021 in consideration of his services as Vice President and a director of the Issuer.

(e)	October 2023 - Option Grant

The Reporting Person was granted the 2023 Options under the Issuer's 2023 Stock Incentive Plan in consideration of his services as a director of the Issuer.

(f)	November 2023 – Common Share Sale

The Reporting Person disposed of the Common Shares to cover personal obligations.

Item 5.

Interest in Securities of the Issuer:

(a)

As of the date hereof, the Reporting Person may be deemed to beneficially own 1,200,000 Common Shares, representing approximately 8.91% of the Issuer’s Common Shares (on the basis of 13,271,750 outstanding common shares of the Issuer, plus 200,000 common shares in aggregate underlying convertible securities which are beneficially owned by the Reporting Person and included pursuant to Rule 13d-3(d)(1)(i) of the Act). The total number of Common Shares reported includes (i) 1,000,000 Common Shares and (ii) 200,000 in stock options exercisable for Common Shares.

(b) (i) Sole power to vote or to direct the vote: 1,200,000 Common Shares

(ii)

Shared power to vote or to direct the vote: 0 Common Shares

(iii)

Sole power to dispose or direct the disposition: 1,200,000 Common Shares

(iv)

Shared power to dispose or direct the disposition: 0 Common Shares.

(c)

Not applicable.

(d)

Not applicable.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:

Item 3 of this Schedule 13D summarizes certain provisions of the subscription agreement, the stock purchase agreement, and the options and is incorporated herein by reference. The options held by the Reporting Person were granted pursuant to the Issuer’s December 1, 2020 Stock Option Plan, the Issuer’s Stock Option Plan Amended and Restated as of July 5, 2021, as described in the Issuer’s Form 20-F for the fiscal year ended December 31, 2022 as filed with the Commission on March 29, 2023, and the Issuer’s 2023 Stock Incentive Plan, effective May 10, 2023, as filed with the Commission on June 30, 2023.

The Reporting Person has entered into stock purchase agreements dated October 18, 2023, with various purchasers, including Dennis Higgs, the Issuer’s President and a director, and Santorini Investment Corp., a company Darcy Higgs, the Issuer’s Vice President, Business Development, has control or direction over, to sell a total of 400,000 shares of common stock. The transaction closed November 9, 2023.

Item 7.

Material to Be Filed as Exhibits:

Exhibit 10.1

Stock Option Plan dated December 1, 2020 (incorporated by reference to Exhibit 10.1 to the Form S-1 registration statement as filed with the Commission on June11, 2021, File No. 333-260404)

Exhibit 10.2

Stock Option Plan Amended and Restated as of July 5, 2021 (incorporated by reference to Exhibit 10.1 to the Form S-1 registration statement as filed with the Commission on October 21, 2021, File No. 333-260404)

Exhibit 10.3

2023 Stock Incentive Plan, effective May 10, 2023 (incorporated by reference to Exhibit 4.3 to the Form S-8 registration statement filed with the Commission on June 30, 2023, File No. 333-273046)

Exhibit 10.4

Stock Purchase Agreement dated September 26, 2022 by and between the Reporting Person and Dennis Higgs and Joseph Ovsenek

Exhibit 10.5

Stock Purchase Agreement dated October 18, 2023 by and between the Reporting Person and Dennis Higgs

Exhibit 10.6

Stock Purchase Agreement dated October 18, 2023 by and between the Reporting Person and Cameryn Higgs

Exhibit 10.7

Stock Purchase Agreement dated October 18, 2023 by and between the Reporting Person and Kaylie Higgs

Exhibit 10.8

Stock Purchase Agreement dated October 18, 2023 by and between the Reporting Person and Santorini Investments Corp.

Exhibit 10.9

Stock Purchase Agreement dated October 18, 2023 by and between the Reporting Person and Robert Hatch

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 18, 2023

/s/ Kenneth McNaughton

Kenneth McNaughton

SEC Form SC 13D filed by Austin Gold Corp.