Warrant certificate with Donald Taylor

Exhibit 10.3

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 26, 2024.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 OR RULE 144A THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND IN THE CASE OF (B), (C) OR (D) THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE U.S. SECURITIES ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE, OR AN EXEMPTION OR EXCLUSION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.

WARRANT CERTIFICATE

AUGUSTA GOLD CORP.

(a Nevada corporation)

Void After

February 26, 2029

THIS IS TO CERTIFY THAT for value received Donald Taylor (the “Holder”) has the right to purchase in respect of each whole warrant (a “Warrant”, and collectively, the “Warrants”) represented by this Warrant Certificate or by a replacement certificate, at any time up to 5:00 p.m. (Vancouver time) on February 26, 2029 (the “Expiry Date”) one fully paid and non-assessable share of common stock, par value $0.0001 (a “Common Share”, and collectively, the “Common Shares” and which terms shall include any shares or other securities to be issued in addition thereto or in substitution or replacement therefor as provided herein) of AUGUSTA GOLD CORP. (the “Company”), a Nevada corporation, as constituted on the date hereof at a purchase price (the purchase price in effect from time to time being called the “Exercise Price”) of CAD$0.62 per Common Share, subject to adjustment as provided herein.

The Company agrees that the Common Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued to the Holder as of the close of business on the date on which this Warrant Certificate shall have been surrendered along with a properly completed and executed Subscription Form (as defined below, and including any accompanying documentation as required in the Subscription Form) and payment made for such Common Shares as aforesaid.

Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase any Common Shares at any time after the Expiry Date and from and after the Expiry Date the Warrants and all rights under this Warrant Certificate shall be void and of no value.

1.             Exercise of Warrants

In the event that the Holder desires to exercise the right to purchase Common Shares conferred hereby, the Holder shall (i) complete in the manner indicated and execute a subscription form (the “Subscription Form”) in substantially the form attached as Schedule A to this Warrant Certificate, (ii) surrender this Warrant Certificate to the Company in accordance with Section 12, and (iii) pay the amount payable on the exercise of such Warrants in respect of the Common Shares subscribed for by wire transfer or electronic funds transfer, certified cheque, bank draft or money order in lawful money of Canada payable to the Company. Upon such surrender and payment as aforesaid, the Holder shall be deemed for all purposes to be the holder of record of the number of Common Shares to be so issued and the Holder shall be entitled to delivery of a certificate or certificates representing such Common Shares and the Company shall cause such certificate or certificates to be delivered to the Holder at the address specified in the Subscription Form after such surrender and payment as aforesaid.

2.             No Requirement to Issue Fractional Shares

No fractional Common Shares will be issuable upon any exercise of the Warrants and the Holder will not be entitled to any cash payment or compensation in lieu of a fractional Common Share. Instead the number of Common Shares issuable upon exercise of the Warrants will be rounded to the nearest whole number of Common Shares.

3.             No U.S. Registration

These Warrants and the Common Shares issuable upon exercise hereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any applicable securities laws of any state of the United States and these Warrants may not be exercised, in whole or in part, by or on behalf of a U.S. Person or person within the United States and the Common Shares may not be delivered to an address in the United States unless the Warrants and the Warrant Shares issuable upon exercise hereof have been registered under the U.S. Securities Act and any applicable securities laws of any state of the United States or unless an exemption from such registration requirements is available.

Each holder of Warrants must represent to the Company that either (i) they are not a U.S. Person, are not exercising the Warrants on behalf of a U.S. Person and otherwise meet the conditions for a “offshore transaction” under Regulation S under the U.S. Securities Act or (ii) the exercise of the Warrants and delivery of the Common Shares is registered under the U.S. Securities Act or exempt from such registration requirements and has delivered to the Company and its transfer agent evidence thereof, including an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Company and its transfer agent to such effect. As used herein, the terms “United States” and “U.S. Person” have the meaning assigned to them in Regulation S under the U.S. Securities Act.

4.             Exercise in Whole or in Part

The Holder may from time to time subscribe for and purchase any lesser number of Common Shares than the aggregate number of Common Shares which this Warrant Certificate entitles the Holder to subscribe for. In the event that the Holder subscribes for and purchases any such lesser number of Common Shares prior to the Expiry Date, the Holder shall be entitled to receive a replacement certificate representing the unexercised balance of the Warrants.

5.             No Rights of Shareholder Until Exercise

The holding of the Warrants shall not constitute the Holder a shareholder of the Company nor entitle the Holder to any right or interest in respect thereof except as expressly provided in this Warrant Certificate.

6.             Legends on Common Shares

Any certificate representing Common Shares issued upon the exercise of the Warrants before June 26, 2024 shall bear the following legend:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 26, 2024."

provided that at any time subsequent to June 26, 2024 any certificate representing such Common Shares may be exchanged for a certificate bearing no such legend.

In addition, all certificates representing Common Shares issued upon the exercise of the Warrants must bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 OR RULE 144A THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND IN THE CASE OF (B), (C) OR (D) THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE U.S. SECURITIES ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

In addition, for as long as the certificate representing Common Shares issued upon the exercise of the Warrants includes any of the above legends, it shall also bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE "TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX."

7.             Transferability

The Warrants evidenced hereby shall not be assignable or transferable by the Holder.

8.             Covenants, Representations and Warranties

The Company represents, warrants and covenants with the Holder that so long as any Warrants remain outstanding and may be exercised:

9.             Adjustments

From and after the date hereof, the Exercise Price and the number of Common Shares deliverable upon the exercise of the Warrants will be subject to adjustment as follows:

(b)           If and whenever at any time on or prior to the Expiry Date the Company shall:

(any such event, a "Capital Reorganization") and any such event results in an adjustment in the Exercise Price pursuant to paragraph (c), the number of Common Shares purchasable pursuant to the Warrants evidenced hereby shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed.

To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.

(f)           If and whenever at any time on or prior to the Expiry Date, the Company shall fix a record date for the distribution to all or substantially all the holders of Common Shares of:

and if such distribution does not constitute a Capital Reorganization or a Rights Offering or does not consist of rights, options or warrants entitling the holders of Common Shares to subscribe for or purchase Common Shares, Participating Shares or Convertible Securities for a period expiring not more than 45 days after such record date and at a price per share (or having a conversion or exchange price per share) of at least 95% of the Current Value of the Common Shares on such record date (any such non-excluded event, a “Special Distribution”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction: (A) the numerator of which shall be the amount by which (1) the amount obtained by multiplying the number of Common Shares outstanding on such record date by the Current Value of the Common Shares on such record date, exceeds (2) the aggregate fair market value (as determined by the external auditors of the Company, which determination shall be conclusive, subject to approval by the Toronto Stock Exchange if the Common Shares are then listed thereon) to the holders of such Common Shares of such Special Distribution; and (B) the denominator of which shall be the total number of Common Shares outstanding on such record date multiplied by such Current Value.

Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed.

To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued.

For the purpose of any computation under this Warrant Certificate, the “Current Value” of the Common Shares at any date shall be determined as:

10.           Certificate as to Adjustments

In each case of any adjustment or readjustment in the Common Shares (or other securities or property) issuable on the exercise of the Warrants, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants and will prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including (i) the number of Common Shares (or other securities or property) outstanding or deemed to be outstanding, and (ii) the Exercise Price and the number of Common Shares to be received upon exercise of the Warrants, in effect immediately prior to such adjustment or readjustment and after such adjustment or readjustment, as provided in this Warrant Certificate. The Company will forthwith mail a copy of each such certificate to the Holder.

11.           Miscellaneous

12.           Notice

Any notice, designation, direction or other communication required or permitted to be given under this Warrant Certificate will be in writing and will be given by prepaid first-class mail, or other means of electronic communication or by hand-delivery. Any notice or other communication, if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, will be deemed to have been received on the fourth business day after its post-marked date, or if sent by other means of electronic communication, will be deemed to have been received on the business day following the sending (provided that the sender has evidence of a successful transmission), or if delivered by hand will be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at that address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be governed by this Section 12. In the event of a general discontinuance of postal service due to strike, lockout or otherwise, notices and other communications will be delivered by hand or sent by other means of electronic communication and will be deemed to have been received in accordance with this Section 12. Notices and other communications will be addressed as follows:

13.           Severability

In the event that any provision of this Warrant Certificate is invalid or unenforceable under any applicable statute or rule of law, then such provision will be deemed inoperative to the extent that it may conflict therewith and will be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law will not affect the validity or enforceability of any other provision of this Warrant Certificate.

14.           Enurement

Subject to the terms hereof, the Warrants shall enure to the benefit of, and shall be binding upon the Holder and the Company and their respective successors and permitted assigns.

15.           Governing Law

This Warrant Certificate and the Warrants represented hereby shall be exclusively governed by the laws in force in the State of Nevada without regard to conflict of laws principles.

16.           Time of the Essence

Time shall be of the essence in this Warrant Certificate.

17.           Further Assurances

The Company and the Holder shall from time to time execute and deliver all such further documents and instruments and do all acts and things as reasonably required to effectively carry out or better evidence or perfect the full intent and meaning of this Warrant Certificate.

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by the signature of its duly authorized officer effective the 26th day of February, 2024.

Schedule A

SUBSCRIPTION FORM

The undersigned holder of the Warrants represented by the enclosed certificate hereby subscribes for ___________ Common Shares of AUGUSTA GOLD CORP. (or such number of Common Shares or other securities to which such subscription entitles it in lieu thereof or in addition thereto under the provisions of the Warrants) at an exercise price of CAD$0.62 per Common Share and hereby tenders payment therefor on the terms specified in the Warrant Certificate. Capitalized terms in this Subscription Form not defined herein have the meaning given such terms in the Warrant Certificate.

The undersigned hereby acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable securities legislation.

The undersigned represents, warrants and certifies as follows (one (only) of the following must be checked)

¨     a.    The undersigned hereby certifies that the undersigned (i) acquired this Warrant directly from the Company as a non-U.S. Subscriber (as defined in the Subscription Agreement) in accordance with applicable securities laws as part of the Company’s offering of Units, (ii) as part of the acquisition of this Warrant in the Company’s offering of Units, the undersigned executed and delivered the Confirmation of Non-U.S. Subscriber attached to the subscription agreement for the Units (the “Subscription Agreement”) as Exhibit B (the “Confirmation of Non-U.S. Subscriber”), (iii) at the time the undersigned acquired this Warrant, the undersigned was not a "U.S. Person" (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")) or person in the "United States" (as defined in Regulation S under the U.S. Securities Act), (iv) at the time of exercise of this Warrant, the undersigned is not a U.S. Person or person in the United States, and (v) the undersigned is not exercising this Warrant by or on behalf of any U.S. Person or person in the United States, (vi) the undersigned was not in the United States at the time this subscription was executed and delivered, and (vii) the exercise of this Warrant otherwise complies with the requirements for an “offshore transaction” under Regulation S under the U.S. Securities Act and the undersigned hereby represents to the Company that the representations, warranties, acknowledgments and agreements made by the undersigned in the Subscription Agreement, including the Confirmation of Non-U.S. Subscriber, remain true and accurate as of the date of exercise of this Warrant in connection with such exercise as if set forth herein.

¨     b.    The undersigned (i) acquired this Warrant directly from the Company as a U.S. Subscriber (as defined in the Subscription Agreement) in accordance with applicable securities laws as part of the Company’s offering of Units, (ii) as part of the acquisition of this Warrant in the Company’s offering of Units, the undersigned executed and delivered the United States Accredited Investor Certificate attached to the Subscription Agreement as Exhibit A (the “Accredited Investor Certificate”), (ii) is exercising the Warrants solely for its own account and not on behalf of any other Person, (iii) was and is an "accredited investor" (as such term is defined under Rule 501(a) of Regulation D of the U.S. Securities Act), both at the time the undersigned acquired this Warrant and at the time of exercise of this Warrant and (iv) hereby represents to the Company that the representations, warranties, acknowledgments and agreements made by the undersigned in the Subscription Agreement, including the Accredited Investor Certificate, remain true and accurate as of the date of exercise of this Warrant in connection with such exercise as if set forth herein.

¨     c.    The undersigned has delivered to the Company an opinion of counsel of recognized standing or such other evidence in form and substance reasonably satisfactory to the Company and its transfer agent to the effect that the exercise of the Warrants and issuance and delivery of the Common Shares delivered upon exercise hereof are exempt from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States.

The undersigned understands that the certificates representing the Common Shares will bear a legend restricting transfer without registration under the U.S. Securities Act and applicable securities laws of any state of the United States unless an exemption from registration is available (as described in the Warrant Certificate).

The undersigned hereby directs that such Common Shares be registered as follows:

(Please print full name in which share certificates are to be issued.)

The undersigned hereby directs that such Common Shares be delivered as follows:

DATED this ___ day of _____________, 20__.