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United States securities and exchange commission logo





                               February 25, 2022

       Dennis L. Higgs
       President
       Austin Gold Corp.
       1021 West Hastings Street, 9th Floor
       Vancouver, BC
       Canada V6C 0C3

       Austin Gold Corp.

                                                        Re: Austin Gold Corp.
                                                            Amendment No. 4 to
Registration Statement on Form S-1
                                                            Filed February 11,
2022
                                                            File No. 333-260404

       Dear Mr. Higgs:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 4 to Registration Statement on Form S-1 filed February 11,
2022

       Description of Capital Stock, page 75

   1.                                                   We note that Section
5(e) of your form of common stock purchase warrant filed as Exhibit
                                                        4.3 provides that each
party agrees that all legal proceedings concerning the
                                                        interpretations,
enforcement and defense of the transactions contemplated by the warrant
                                                        (whether brought
against a party to the warrant or their respective affiliates, directors,
                                                        officers, shareholders,
partners, members, employees or agents) shall be commenced
                                                        exclusively in the
state and federal courts sitting in the City of New York; and that each
                                                        party further submits
to the exclusive jurisdiction of the state and federal courts sitting in
 Dennis L. Higgs
FirstName
Austin GoldLastName
            Corp. Dennis L. Higgs
Comapany25,
February   NameAustin
             2022     Gold Corp.
February
Page 2 25, 2022 Page 2
FirstName LastName
         the City of New York, Borough of Manhattan for the adjudication of any
dispute in
         connection with any transaction contemplated under the warrant. Please
disclose such
         provision in your prospectus, and disclose whether this provision
applies to actions arising
         under the Securities Act or Exchange Act. If the provision applies to
actions arising under
         the Securities Act or Exchange Act, please also add related risk
factor disclosure. If this
         provision does not apply to actions arising under the Securities Act
or Exchange Act,
         please also ensure that the provision in Exhibit 4.3 states this
clearly.
2.       We note the fee-shifting provision set forth in Section 5(e) of your
form of common stock
         purchase warrant. Please disclose such provision in your prospectus,
including disclosure
         of the types of actions covered by the provision, and state whether
you intend to apply the
         provision to claims under the federal securities laws. Also disclose
the level of recovery
         required by the plaintiff to avoid payment. In addition, please
disclose who is subject to
         the provision and who would be allowed to recover (e.g., company,
directors, officers,
         affiliates). In addition, please include risk factor disclosure that
the provision could
         discourage security holder lawsuits that might otherwise benefit the
company and its
         security holders.
3.       We note that the form of warrant agreement filed as Exhibit 4.4
provides that each of the
         parties to the agreement waives the right to a trial by jury in any
action or proceeding
         arising out of or relating to the warrant agreement. We also note that
such provision is not
         disclosed in your prospectus. Please revise to clarify whether such
jury trial waiver
         applies to holders of the warrants. If so, describe such provision in
your prospectus and
         also disclose whether the provision applies to federal securities law
claims. If the
         provision applies to holders of the warrants and also applies to
federal securities law
         claims, please include related risk factor disclosure, address in your
disclosure any
         question regarding whether or not a court would enforce the provision,
and state that
         investors cannot waive compliance with the federal securities laws and
the rules and
         regulations promulgated thereunder. If the provision does not apply to
federal securities
         law claims, please ensure that the warrant agreement states this
clearly.
General

4.       We note that you have not filed a revised underwriting agreement in
connection with the
         revision to your offering to now offer units, with each unit
consisting of one common
         share and one warrant to purchase one common share. Please file a
revised underwriting
         agreement or advise.
5.       We note that the warrants included in the units will be exercisable at
a per share exercise
         price equal to the public offering price of one common share. We note
also that the
         aggregate exercise price of the warrants reflected in your fee table
assumes an initial
         public offering price of $5.00 per unit (which is the mid-point of the
$4.00 to $6.00 price
         range disclosed on your prospectus cover page). As such, it does not
appear that the fee
         table covers the entire amount of common stock underlying the
warrants. Please revise or
         advise.
 Dennis L. Higgs
Austin Gold Corp.
February 25, 2022
Page 3

        You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759
or Lily
Dang, Staff Accountant, at (202) 551-3867 if you have questions regarding
comments on the
financial statements and related matters. For questions regarding engineering
comments, you
may contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact
Liz Packebusch,
Staff Attorney, at (202) 551-8749 or Laura Nicholson, Special Counsel, at (202)
551- 3584 with
any other questions.



                                                          Sincerely,
FirstName LastName Dennis L. Higgs
                                                          Division of
Corporation Finance
Comapany NameAustin Gold Corp.
                                                          Office of Energy &
Transportation
February 25, 2022 Page 3
cc:       Jason Brenkert
FirstName LastName
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