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What changed in INTERNATIONAL TOWER HILL MINES LTD's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of INTERNATIONAL TOWER HILL MINES LTD's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+141 added150 removedSource: 10-K (2026-03-11) vs 10-K (2025-03-12)

Top changes in INTERNATIONAL TOWER HILL MINES LTD's 2025 10-K

141 paragraphs added · 150 removed · 119 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

17 edited+3 added9 removed21 unchanged
Biggest changeThe 2025 work program will begin metallurgical studies to evaluate whether antimony might be recoverable from the massive stibnite veins contained within the deposit, as well as conducting community engagement and advancing the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting.
Biggest changeThe Company has determined that the mineral resource estimate of August 20, 2021 remains current as of December 31, 2025. 2026 Outlook For 2026, the Company plans to advance metallurgical studies evaluating whether antimony might be recoverable from the massive stibnite veins contained within the deposit, select and engage the technical team to begin the feasibility study, conduct drilling to obtain fresh core for metallurgical test work in support of the feasibility study, as well as conducting community engagement and advancing the baseline environmental data collection in support of the feasibility study and future permitting.
Availability of Raw Materials and Skilled Employees All aspects of the Company’s business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, drilling, logistical planning, preparation of feasibility studies, permitting, construction and operation of a mine, financing and accounting.
Availability of Skilled Employees and Raw Materials All aspects of the Company’s business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, drilling, logistical planning, preparation of feasibility studies, permitting, construction and operation of a mine, financing and accounting.
In general, surface sampling work is limited to May through September and surface drilling from March through November, although some locations afford opportunities for year-round exploration operations and others, such as road-accessible wetland areas, may only be explored while frozen in the winter. Available Information ITH maintains an internet website at www.ithmines.com .
In general, surface sampling work is limited to May through September and surface drilling is limited to March through November, although some locations afford opportunities for year-round exploration operations and others, such as road-accessible wetland areas, may only be explored while frozen in the winter. Available Information ITH maintains an internet website at www.ithmines.com .
The Company’s SEC filings are available from the SEC’s internet website at www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically. The Company’s Canadian filings are available from the Canadian Securities Administrators’ internet website at www. sedarplus.ca under the Company’s profile.
The Company’s SEC filings are available from the SEC’s internet website at www.sec.gov, which contains reports, proxy and information statements and other information that issuers file electronically. The Company’s Canadian filings are available from the Canadian Securities Administrators’ internet website at www. sedarplus.ca under the Company’s profile.
The study utilized a third-party review by Whittle Consulting and BBA Inc. to integrate new interpretations based on an expanded geological database, improved geological modelling, new resource estimation methodology, an optimized mine plan and production schedule, additional detailed metallurgical work at various gold grades and grind sizes, changes in the target grind for the mill, new engineering estimates, and updated cost inputs, all of which significantly de-risk the Project.
The TRS utilized a third-party review by Whittle Consulting and BBA Inc. to integrate new interpretations based on an expanded geological database, improved geological modelling, new resource estimation methodology, an optimized mine plan and production schedule, additional detailed metallurgical work at various gold grades and grind sizes, changes in the target grind for the mill, new engineering estimates, and updated cost inputs, all of which significantly de-risk the Project.
Human Capital Resources At December 31, 2024, the Company had three employees. The Company also uses consultants with specific skills to assist with various aspects of project evaluation, engineering, community engagement and investor relations, and corporate governance. The Company has a benefit program in place, including medical and dental benefits and basic life insurance, which applies to all permanent employees.
Human Capital Resources At December 31, 2025, the Company had three employees. The Company also uses consultants with specific skills to assist with various aspects of project evaluation, engineering, community engagement and investor relations, and corporate governance. The Company has a benefit program in place, including medical and dental benefits and basic life insurance, which applies to all permanent employees.
The Technical Committee took no formal action during the year ended December 31, 2024, as there were no material developments concerning the technical aspects of, or programs relative to health, safety, community relations and environmental - related matters relating to, the Livengood Gold Project.
The Technical Committee took no formal action during the year ended December 31, 2025, as there were no material developments concerning the technical aspects of, or programs relative to health, safety, community relations and environmental-related matters relating to the Livengood Gold Project.
Livengood Gold Project Technical Report Summary The TRS details a project that would process 65,000 tons per day and produce 6.4 million ounces of gold over 21 years from a gold reserve estimated at 9.0 million ounces at 0.65 g/tonne.
Livengood Gold Project Technical Report Summary The TRS details a project that would process 65,000 tons per day and produce 6.4 million ounces of gold over 21 years from a gold reserve estimated at 9.0 million ounces at 0.65 g/t.
Accordingly, these competitors may be able to spend greater amounts on the acquisition, exploration and development of mineral properties. This competition could adversely impact the Company’s ability to finance further exploration and to achieve the financing necessary for the Company to develop its mineral properties.
Accordingly, these competitors may be able to spend greater amounts on the acquisition, exploration and development of mineral properties. This competition could adversely impact the Company’s ability to finance further exploration and to obtain the financing necessary for the Company to develop its mineral properties.
The primary function of the Technical Committee is to monitor, review and provide oversight with respect to the technical aspects of the Company’s Project as well as monitor policies, standards, and programs relative to health, safety, community relations and environmental-related matters.
The primary function of the Technical Committee is to monitor, review and provide oversight with respect to the technical aspects of the Project and to monitor policies, standards, and programs relative to health, safety, community relations and environmental-related matters.
The Company considers building and maintaining strong relationships with local communities to be fundamental to its ability to continue to operate in such regions and to assist in the eventual development (if any) of mining operations in such regions, and it attaches considerable importance to commencing and fostering such relationships from the beginning of its involvement in the Project.
The Company considers building and maintaining strong relationships with local communities to be fundamental to its ability to continue to operate in such regions and to assist in the eventual development (if any) of mining operations in such regions, and has attached considerable importance to commencing and fostering such relationships from the beginning of its involvement in the Project.
The Company has a 100% interest in the Livengood Gold Project, which as of December 31, 2024, has proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce and measured and indicated mineral resources, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces), based on a gold price of $1,650 per ounce, both as reported in the Technical Report Summary (the “TRS”) attached as Exhibit 96.1 to the 2022 Annual Report on Form 10-K/A filed with the SEC on October 17, 2023.
As of December 31, 2025, the Livengood Gold Project has (i) proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce and (ii) measured and indicated mineral resources, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces) based on a gold price of $1,650 per ounce, in each case as reported in the TRS attached as Exhibit 96.1 to the 2022 Annual Report on Form 10-K/A filed with the SEC on October 17, 2023.
The TRS was prepared by independent third-party consultants. 6 Table of Contents The Company cautions that the TRS is preliminary in nature, and is based on technical and economic assumptions which will be further refined and evaluated in a full feasibility study. The TRS is based on an updated mineral resource estimate effective as of August 20, 2021.
The Company cautions that the TRS is preliminary in nature and is based on technical and economic assumptions which will be further refined and evaluated in a full feasibility study. The TRS is based on an updated mineral resource estimate effective as of August 20, 2021.
The Whittle and BBA Study determined that the gravity/CIL plant at p80 250 micron with conventional tailings provided the highest net present value, which is the configuration detailed in the PFS.
The Whittle and BBA Study determined that the gravity/CIL plant at p80 250 micron with conventional tailings provided the highest net present value, which is the configuration detailed in the PFS. The TRS was prepared by independent third-party consultants.
Although the Company has never had an issue with the timely processing of APMA permits, there can be no assurances that delays in permit approval will not occur. The Board has established a Technical Committee, which has adopted a formal, written charter.
Although the Company has never had an issue with the timely processing of APMA permits, there can be no assurances that all permits will be obtained on a timely basis or at all. The Board has a Technical Committee, which has adopted a formal, written charter.
ITEM 1. BUSINESS Overview ITH is a company engaged in the acquisition and development of mineral properties. The Company currently holds or has the right to acquire interests in a development stage project in Alaska referred to as the “Livengood Gold Project” or the “Project”.
ITEM 1. BUSINESS Overview ITH is a company engaged in the acquisition and development of mineral properties. The Company currently holds a 100% interest in a development stage project in Alaska referred to as the “Livengood Gold Project” or the “Project”. The Company has not yet begun extraction of mineralization from the deposit or reached commercial production.
Whittle Enterprise Optimization Prior to beginning the Pre-feasibility Study (“PFS”) for the Livengood Gold Project which is summarized in the TRS, the Company retained Whittle Engineering and BBA Inc. to collaborate on an enterprise optimization study (the “Whittle and BBA Study”) to review various technologies and project configurations and to recommend the optimum configuration for the PFS.
Mill feed would be processed in a 65,000 tons per day comminution circuit consisting of primary and secondary crushing, wet grinding in a single semi-autogenous (“SAG”) mill and single ball mill followed by a gravity gold circuit and a conventional carbon in leach (“CIL”) circuit. 6 Table of Contents Whittle Enterprise Optimization Prior to beginning the Pre-feasibility Study (“PFS”) for the Livengood Gold Project that is summarized in the TRS, the Company retained Whittle Engineering and BBA Inc. to collaborate on an enterprise optimization study (the “Whittle and BBA Study”) to review various technologies and project configurations and to recommend the optimum configuration for the PFS.
Removed
The Company has not yet begun extraction of mineralization from the deposit or reached commercial production.
Added
Livengood Gold Project Developments On January 27, 2026, the Company completed a public offering of 33,672,000 common shares, at an issue price to the public of $2.22 per share, for aggregate gross proceeds, before deducting underwriting discounts and offering expenses, of approximately $74.8 million.
Removed
Livengood Gold Project Developments On March 8, 2024, the Company announced that the Board had approved a 2024 work program that focused on community engagement and advancing the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting.
Added
Concurrent with the public offering, the Company completed a private placement of 19,520,000 common shares to affiliates of Paulson & Co. Inc. (“Paulson”), at the same issue price, for aggregate proceeds of approximately $43.3 million.
Removed
Mill feed would be processed in a 65,000 tons per day comminution circuit consisting of primary and secondary crushing, wet grinding in a single semi-autogenous (“SAG”) mill and single ball mill followed by a gravity gold circuit and a conventional carbon in leach (“CIL”) circuit.
Added
The private placement was completed in two tranches, with 18,018,018 issued to Paulson on January 27, 2026 and an additional 1,501,982 common shares issued to Paulson on January 29, 2026 to reflect an upsizing in the size of the $60 million public offering initially announced by the Company on January 22, 2026.
Removed
The Company has determined that the mineral resource estimate of August 20, 2021 remains current as of December 31, 2024. 2025 Outlook On March 4, 2025, the Company announced that it had completed a non-brokered private placement (the “Private Placement”) pursuant to which it issued common shares to existing major shareholders to raise gross proceeds of approximately $3.9 million.
Removed
The Private Placement consisted of 8,192,031 common shares of the Company, representing approximately 4.1% of the 199.7 million common shares issued and outstanding prior to the completion of the Private Placement, at a price of $0.4801 per common share, the closing price of the Company’s common shares on the NYSE American on February 25, 2025.
Removed
The Private Placement was taken up by current institutional shareholders of the Company, Paulson & Co. Inc., Electrum Strategic Opportunities Fund II L.P., and Kopernik Global Investors, LLC itself and affiliates. The Company intends to use the net proceeds of the Private Placement for working capital and general corporate purposes, including advancing antimony metallurgical studies.
Removed
On March 12, 2025, the Company announced that the Board had approved a 2025 budget of $3.7 million and endorsed the associated 2025 work program to advance the Livengood Gold Project.
Removed
The Company remains open to a strategic alliance to help support the future development of the Project while considering all other appropriate financing options.
Removed
The size of the gold resource, the Project’s favorable location, and the Company’s proven team are some of the reasons the Company could potentially attract a strategic partner with a long-term development horizon who understands the Project is highly leveraged to gold prices.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

34 edited+4 added7 removed118 unchanged
Biggest changeThere is no assurance that we will be able to maintain the services of our directors, officers, employees or other qualified personnel required to operate our business. The loss of the services of these persons could have a material adverse effect on our business and prospects.
Biggest changeThe loss of the services of these persons could have a material adverse effect on our business and prospects. Recruiting and retaining qualified personnel is critical to our success and there can be no assurance we will be able to recruit and retain such personnel.
Delays in obtaining, or a failure to obtain, any such licenses and permits, or a failure to comply with the terms of any such licenses and permits that the Company does obtain, could delay or prevent production of the Livengood Gold Project and have a material adverse effect on the Company.
Delays in obtaining, or the failure to obtain, any such licenses and permits, or a failure to comply with the terms of any such licenses and permits that the Company does obtain, could delay or prevent production of the Livengood Gold Project and have a material adverse effect on the Company.
There can be no guarantee that, despite having the right at law to access the surface and carry-on mining activities, the Company will be able to negotiate satisfactory agreements with any such existing landowners/occupiers for such access or purchase such surface rights, and therefore it may be unable to carry out planned exploration or mining activities.
There can be no guarantee that, despite having the right at law to access the surface and carry-on mining activities, the Company will be able to negotiate satisfactory agreements with any such existing landowners/occupiers for such access or purchase such surface rights, and therefore it may be unable to carry out planned exploration, development or mining activities.
Our operations are, and any future development or mining operations we may conduct will be, subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as, but not limited to: economically insufficient mineralized material; fluctuation in exploration, development and production costs; labor disputes; unanticipated variations in grade and other geologic problems; water conditions; difficult surface or underground conditions; mechanical and equipment failure; failure of pit walls or dams; environmental hazards; industrial accidents; metallurgical and other processing problems; unusual or unexpected rock formations; personal injury, cave-ins, landslides, flooding, fire, explosions, and rock-bursts; metal losses; power outages; periodic interruptions due to inclement or hazardous weather conditions; and decrease in the value of mineralized material due to lower gold prices. 13 Table of Contents These risks could result in damage to, or destruction of, mineral properties, facilities or other property, personal injury, environmental damage, delays in operations, increased cost of operations, monetary losses and possible legal liability.
Our operations are, and any future development or mining operations we may conduct will be, subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as, but not limited to: economically insufficient mineralized material; fluctuations in exploration, development and production costs; labor disputes; unanticipated variations in grade and other geologic problems; water conditions; difficult surface or underground conditions; mechanical and equipment failure; failure of pit walls or dams; environmental hazards; industrial accidents; metallurgical and other processing problems; unusual or unexpected rock formations; personal injury, cave-ins, landslides, flooding, fire, explosions, and rock-bursts; metal losses; power outages; periodic interruptions due to inclement or hazardous weather conditions; and decreases in the value of mineralized material due to lower gold prices. 13 Table of Contents These risks could result in damage to, or destruction of, mineral properties, facilities or other property, personal injury, environmental damage, delays in operations, increased cost of operations, monetary losses and possible legal liability.
As a result, our shareholders may be unable to resell their shares at a desired price. Future sales of our securities in the public or private markets will dilute our current shareholders and could adversely affect the trading price of our common shares and our ability to continue to raise funds in new stock offerings.
As a result, our shareholders may be unable to resell their shares at a desired price. Future issuances of our securities in the public or private markets will dilute our current shareholders and could adversely affect the trading price of our common shares and our ability to continue to raise funds in new stock offerings.
The NEPA process can cause delays in issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project or the ability to construct or operate the Livengood Gold Project or other properties and may make them entirely uneconomic. 16 Table of Contents The Clean Water Act (“CWA”), and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States.
The NEPA process can cause delays in issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project or the ability to construct or operate the Livengood Gold Project or other properties and may make them entirely uneconomic. The Clean Water Act (“CWA”), and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States.
We believe that we likely were a PFIC for U.S. federal income tax purposes during the fiscal year ended December 31, 2024, and we expect that we will be a PFIC in the current year and that we may continue to be classified as a PFIC in future years.
We believe that we likely were a PFIC for U.S. federal income tax purposes during the fiscal year ended December 31, 2025, and we expect that we will be a PFIC in the current year and that we may continue to be classified as a PFIC in future years.
We believe that we likely were a passive foreign investment company (“PFIC”) during the fiscal year ended December 31, 2024, which may result in adverse U.S. federal income tax consequences to U.S. holders.
We believe that we likely were a passive foreign investment company (“PFIC”) during the fiscal year ended December 31, 2025, which may result in adverse U.S. federal income tax consequences to U.S. holders.
If the Company is a PFIC at any time during a U.S. holder’s holding period, then certain potentially adverse tax consequences could apply to such U.S. holder’s acquisition, ownership, and disposition of common shares. For more information, please see the discussion in “Certain U.S. Federal Income Tax Considerations for U.S. Holders” below.
If the Company is a PFIC at any time during a U.S. holder’s holding period, then certain potentially adverse tax consequences could apply to such U.S. holder’s acquisition, ownership, and disposition of common shares. For more information, please see the discussion in “Certain U.S. Federal Income Tax Considerations for U.S. Holders” below. 19 Table of Contents
Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Certain types of operations require the submission and approval of environmental impact assessments.
Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Certain types of operations require the submission and approval of environmental 15 Table of Contents impact assessments.
No assurance can be given that the Company will be successful in raising capital or securing financing to develop the Project or that any level of recovery of ore reserves will be realized.
No assurance can be given that the Company will be successful in raising the additional capital or securing the additional financing required to develop the Project or that any level of recovery of ore reserves will be realized.
It is also possible that future laws and regulations could cause additional expense, capital expenditures, restrictions on or suspension of the Company’s operations and delays in the exploration and development of the Company’s properties. 15 Table of Contents Legislation has been proposed that would significantly affect the mining industry and our business.
It is also possible that future laws and regulations could cause additional expense, capital expenditures, restrictions on or suspension of the Company’s operations and delays in the exploration and development of the Company’s properties. Legislation has been proposed that would significantly affect the mining industry and our business.
Although the Company maintains or can be expected to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain insurance to cover all of these risks at economically feasible premiums or at all.
Although the Company maintains and expects to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain insurance to cover all of these risks at economically feasible premiums or at all.
Unpatented mining claims are created and maintained in accordance with the applicable U.S. federal and Alaska state mining laws. Unpatented mining claims are unique property interests and are generally considered to be subject to greater title risk than other real property interests due to the validity of unpatented mining claims often being uncertain.
Unpatented mining claims are created and maintained in accordance with the applicable U.S. federal and Alaska state mining laws. Unpatented mining claims are unique property interests and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented mining claims is often uncertain.
Resource exploration and development is a highly speculative business and involves a high degree of risk, including, among other things, unprofitable efforts resulting both from the failure to discover mineral deposits and from finding mineral deposits which, though present, are insufficient in size and grade at the then prevailing market conditions to return a profit from production.
Resource exploration and development is a highly speculative business and involves a high degree of risk, including, among other things, the failure to discover mineral deposits or finding mineral deposits which, though present, are insufficient in size and grade at then-prevailing market conditions to return a profit from production.
The Company’s business of the acquisition, exploration and, if warranted, development and mining of mineral properties is intensely competitive. The Company may be at a competitive disadvantage in acquiring additional mining properties because it must compete with other individuals and companies, many of which may have greater financial resources, operational experience and technical capabilities than the Company.
The Company’s business of acquiring, exploring and, if warranted, developing and mining mineral properties is intensely competitive. The Company may be at a competitive disadvantage in acquiring additional mining properties because it must compete with other individuals and companies, many of which may have greater financial resources, operational experience and technical capabilities than the Company.
The Company does not presently have sufficient financial resources or a source of operating cash flow to complete the permitting process and, if a production decision is made, the construction of a mine at the Livengood Gold Project.
The Company may not have sufficient financial resources or a source of operating cash flow to complete the permitting process and, if a production decision is made, to construct a mine at the Livengood Gold Project.
The volatility in gold prices is illustrated by the following table, which presents the high, low and average fixed price in U.S. dollars for an ounce of gold, based on the London Bullion Market Association P.M. fix, over the past five years: High Low Average 2020 $ 2,067 $ 1,474 $ 1,771 2021 $ 1,943 $ 1,684 $ 1,799 2022 $ 2,039 $ 1,629 $ 1,800 2023 $ 2,078 $ 1,811 $ 1,942 2024 $ 2,778 $ 1,985 $ 2,388 January 1, 2025 to March 3, 2025 $ 2,937 $ 2,633 $ 2,800 Our results of operations could be affected by currency fluctuations.
The volatility in gold prices is illustrated by the following table, which presents the high, low and average fixed price in U.S. dollars for an ounce of gold, based on the London Bullion Market Association P.M. fix, over the past five years: High Low Average 2021 $ 1,943 $ 1,684 $ 1,799 2022 $ 2,039 $ 1,629 $ 1,800 2023 $ 2,078 $ 1,811 $ 1,942 2024 $ 2,778 $ 1,985 $ 2,388 2025 $ 4,481 $ 2,633 $ 3,439 January 1, 2026 to March 3, 2026 $ 5,405 $ 4,353 $ 4,892 Our results of operations could be affected by currency fluctuations.
Any such increase in price could result in a material increase in our costs, including future development and constructions costs, that could impact our ability to maintain operations and have a significant effect on the Company’s profitability in the event that a production decision is made.
Any such increase in price could result in a material increase in our costs, including future development and constructions costs, that could impact our ability to develop and construct the Project or have a significant effect on the Company’s profitability in the event that a production decision is made.
While management is exploring opportunities identified in the TRS for optimization and reducing Project costs, there can be no assurance that any such efforts will be successful, that any of the optimization opportunities or cost savings will in fact be realized or that the price of gold will increase sufficiently, and be sustained for a sufficient period, for the Company to be able to raise the capital or secure the financing needed to develop the Project.
While management is exploring opportunities identified in the TRS for optimization and reducing Project costs, there can be no assurance that any such efforts will be successful, that any of the optimization opportunities or cost savings will in fact be realized or that increases in the price of gold will be sustained for a sufficient period.
There can be no assurance that the Company will have, or be able to obtain, the necessary financial resources to be able to maintain all of its property agreements in good standing, or to be able to comply with all of its obligations thereunder, which could result in the Company forfeiting its interest in one or more of its mineral properties.
There can be no assurance that the Company will have, or be able to obtain, the necessary financial resources to be able to maintain all of its property agreements in good standing, or to be able to comply with all of its obligations thereunder, which could result in the Company forfeiting its interest in one or more of its mineral properties. 14 Table of Contents The Company may not have and may not be able to obtain surface or access rights to all or a portion of the Livengood Gold Project.
From January 1, 2025 to March 3, 2025, the price of our common shares on the TSX ranged from a low of C$0.65 to a high of C$0.77, and on the NYSE American ranged from a low of $0.45 to a high of $0.52.
In 2025, the price of our common shares on the TSX ranged from a low of C$0.65 to a high of C$3.85, and on the NYSE American ranged from a low of $0.45 to a high of $2.76.
Our future success is largely dependent on the performance and abilities of our directors, officers, employees and management and on our ability to attract and retain additional key personnel in exploration, mine development, sales, marketing, technical support and finance. In addition, the Company has relied and may continue to rely upon consultants and others for operating expertise.
We may experience difficulty attracting and retaining qualified personnel. Our future success is largely dependent on the performance and abilities of our directors, officers, employees and management and on our ability to attract and retain additional key personnel in exploration, mine development, sales, marketing, technical support and finance.
The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.
The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release. 16 Table of Contents The Safe Drinking Water Act (“SDWA”) and the Underground Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells.
We are dependent on various supplies and equipment to carry out our exploration and, if warranted, development and mining operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of production.
The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of production. 17 Table of Contents We are dependent on key personnel and the absence of any of these individuals could adversely affect our business.
The National Environmental Policy Act (“NEPA”) requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives to those actions.
In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with the regulations. The National Environmental Policy Act (“NEPA”) requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives to those actions.
Should the federal government impose a royalty or additional tax burdens on the properties that lie within public lands, the resulting mining operations could be seriously impacted, depending upon the type and amount of the burden. 14 Table of Contents The leases and agreements pursuant to which the Company has interests, or the right to acquire interests, in a significant portion of the Livengood Gold Project provide that the Company must make a series of cash payments over certain time periods or expend certain minimum amounts on the exploration of the properties.
The leases and agreements pursuant to which the Company has interests, or the right to acquire interests, in a significant portion of the Livengood Gold Project provide that the Company must make a series of cash payments over certain time periods or expend certain minimum amounts on the exploration of the properties.
A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change.
Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change.
In 2024, the price of our common shares on the TSX ranged from a low of C$0.57 to a high of C$1.08, and on the NYSE American ranged from a low of $0.41 to a high of $0.80.
From January 1, 2026 to March 3, 2026, the price of our common shares on the TSX ranged from a low of C$2.57 to a high of C$4.90, and on the NYSE American ranged from a low of $1.89 to a high of $3.61.
New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with the regulations.
New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance.
Increased competition could adversely affect the Company’s ability to attract necessary capital funding, acquire suitable producing properties or prospects for mineral exploration in the future, or attract or retain key personnel or outside technical resources. 17 Table of Contents A shortage of equipment and supplies could adversely affect our ability to operate our business .
The Company may also encounter increasing competition from other mining companies in efforts to hire experienced mining professionals. Increased competition could adversely affect the Company’s ability to attract necessary capital funding, acquire suitable producing properties or prospects for mineral exploration in the future, or attract or retain key personnel or outside technical resources.
The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state laws.
Violation of these regulations or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.
Recruiting and retaining qualified personnel is critical to our success and there can be no assurance we will be able to recruit and retain such personnel. The number of persons skilled in the acquisition, exploration and development of mineral properties is limited and competition for such persons is intense.
The number of persons skilled in the acquisition, exploration and development of mineral properties is limited and competition for such persons is intense.
The Safe Drinking Water Act (“SDWA”) and the Underground Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state.
The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well.
Removed
Capital markets worldwide have been adversely affected during the past few years, including in 2024, by substantial losses by financial institutions, increased inflation, the outbreak of conflicts around the globe and market volatility.
Added
Capital markets worldwide for new mining operations are currently mixed. Strong long-term demand (especially for critical minerals) exists due to the energy transition, but short-term sentiment is cautious due to past price volatility and economic headwinds, making investors scrutinize projects closely.
Removed
Failure to obtain such additional financing on favorable terms or at all could result in delay or indefinite postponement of further exploration, development, or mining operations and the possible partial or total loss of our interests in the Livengood Gold Project.
Added
Should the federal government impose a royalty or additional tax burdens on the properties that lie within public lands, the resulting mining operations could be seriously impacted, depending upon the type and amount of the burden.
Removed
Even if the Company is able to secure some additional equity financing, we may be unable to raise enough capital to continue operations in connection with advancing all activities at the Livengood Gold Project into 2025 and beyond. As a result, there is substantial doubt about our ability to continue as a going concern.
Added
A shortage of equipment and supplies could adversely affect our ability to operate our business . We are dependent on various supplies and equipment to carry out our exploration and, if warranted, development and mining operations.
Removed
The Company may not have and may not be able to obtain surface or access rights to all or a portion of the Livengood Gold Project.
Added
In addition, the Company has relied and may continue to rely upon consultants and others for operating expertise. There is no assurance that we will be able to maintain the services of our directors, officers, employees or other qualified personnel required to operate our business.
Removed
In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury. Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.
Removed
The Company may also encounter increasing competition from other mining companies in efforts to hire experienced mining professionals.
Removed
We are dependent on key personnel and the absence of any of these individuals could adversely affect our business. We may experience difficulty attracting and retaining qualified personnel.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+0 added1 removed7 unchanged
Biggest changeThe Audit Committee has primary responsibility for overseeing risk management, including oversight of risks from cybersecurity threats.
Biggest changeThe Audit Committee has primary responsibility for overseeing risk management, including oversight of risks from cybersecurity threats. The Chief Executive Officer and Chief Financial Officer of the Company report on cybersecurity matters, including material threats, to the Audit Committee at regularly scheduled Audit Committee meetings, which are then discussed with the Board.
Under the oversight of the Audit Committee, the Company’s CEO is primarily responsible for the assessment and management of cybersecurity threats and utilizes third-party consultants retained by the Company for advice.
It is management’s responsibility to manage cybersecurity threats, as described above, and bring to the Board’s attention any material threats. Under the oversight of the Audit Committee, the Chief Executive Officer of the Company is primarily responsible for the assessment and management of cybersecurity threats and utilizes third-party consultants retained by the Company for advice.
Removed
The CEO and CFO report on cybersecurity matters, including material threats, to the Audit Committee at regularly scheduled Audit Committee meetings, which is then discussed with the Board of Directors. ​ It is management’s responsibility to manage cybersecurity threats, as described above, and bring to the Board’s attention any material threats.

Item 2. Properties

Properties — owned and leased real estate

29 edited+4 added2 removed115 unchanged
Biggest changeThese holes, filled in between the Core and Sunshine Zones, expanded the SW Zone and infilled to 50 m spacing in the Core and Sunshine Zones. 26 Table of Contents Nearly all drill holes at Money Knob have been drilled in a northerly direction at an inclination of -50 degrees (RC) and -60 degrees (core) in order to best intercept the south dipping structures and mineralized zones as close to perpendicular as possible.
Biggest changeNearly all drill holes at Money Knob have been drilled in a northerly direction at an inclination of -50 degrees (RC) and -60 degrees (core) in order to best intercept the south dipping structures and mineralized zones as close to perpendicular as possible. A few holes have been drilled in other directions to test other features and aspects of mineralization.
In addition, an NSR production royalty of l% is payable to the lessor with respect to the unpatented federal mining claims subject to the lease described in the Hudson/Geraghty Lease below and an NSR production royalty of between 0.5% and 1.0% (depending upon the price of gold) is payable to the lessor with respect to the lands acquired by the Company as a result of the purchase of Livengood Placers, Inc. in December 2011.
In addition, an NSR production royalty of 1% is payable to the lessor with respect to the unpatented federal mining claims subject to the lease described in the Hudson/Geraghty Lease below and an NSR production royalty of between 0.5% and 1.0% (depending upon the price of gold) is payable to the lessor with respect to the lands acquired by the Company as a result of the purchase of Livengood Placers, Inc. in December 2011.
The study utilized a third-party review by Whittle Consulting and BBA Inc. to integrate new interpretations based on an expanded geological database, improved geological modelling, new resource estimation methodology, an optimized mine plan and production schedule, additional detailed metallurgical work at various gold grades and grind sizes, changes in the target grind for the mill, new engineering estimates, and updated cost inputs, all of which significantly de-risk the Project.
The TRS utilized a third-party review by Whittle Consulting and BBA Inc. to integrate new interpretations based on an expanded geological database, improved geological modelling, new resource estimation methodology, an optimized mine plan and production schedule, additional detailed metallurgical work at various gold grades and grind sizes, changes in the target grind for the mill, new engineering estimates, and updated cost inputs, all of which significantly de-risk the Project.
The Fairbanks metropolitan area has a population of approximately 95,000 people, and comprises the regional center with hospitals, government offices, businesses and the University of Alaska, Fairbanks. The city is linked to southern Alaska along a north-south transportation and utility corridor that includes two paved highways, a railroad to tide water, an interlinked electrical grid, and communications infrastructure.
The Fairbanks metropolitan area has a population of approximately 95,600 people, and comprises the regional center with hospitals, government offices, businesses and the University of Alaska, Fairbanks. The city is linked to southern Alaska along a north-south transportation and utility corridor that includes two paved highways, a railroad to tide water, an interlinked electrical grid, and communications infrastructure.
The Qualified Person for the Mineral Reserve Estimate is Jeffrey Cassoff, P. Eng., of BBA USA Inc. 2. The effective date of the estimate is October 22, 2021 and the estimate remains current as of December 31, 2024. 3. Mineral reserves for the Project are enumerated as per added §229.1302(e)(2) (Item 1302(e)(2) of Regulation S-K). 4.
The Qualified Person for the Mineral Reserve Estimate is Jeffrey Cassoff, P. Eng., of BBA USA Inc. 2. The effective date of the mineral reserve estimate is October 22, 2021 and the estimate remains current as of December 31, 2025. 3. Mineral reserves for the Project are enumerated as per added §229.1302(e)(2) (Item 1302(e)(2) of Regulation S-K). 4.
The Qualified Person for the mineral resource estimate is Resource Development Associates Inc. 2. The effective date of the estimate is August 20, 2021 and the estimate remains current as of December 31, 2024. 3. Mineral resources for the Project are enumerated as per §229.1302(d)(1)(iii)(A) (Item 1302(d)(1)(iii)(A) of Regulation S-K). 4.
The Qualified Person for the mineral resource estimate is Resource Development Associates Inc. 2. The effective date of the mineral resource estimate is August 20, 2021 and the estimate remains current as of December 31, 2025. 3. Mineral resources for the Project are enumerated as per §229.1302(d)(1)(iii)(A) (Item 1302(d)(1)(iii)(A) of Regulation S-K). 4.
The TRS, current as of December 31, 2024, indicates that the Project generates a minimal positive return at a gold price of $1,680 per ounce. Readers are encouraged to review the entire TRS on EDGAR, with particular emphasis on the sensitivity analyses contained therein.
The TRS, current as of December 31, 2025, indicates that the Project generates a minimal positive return at a gold price of $1,680 per ounce. Readers are encouraged to review the entire TRS on EDGAR, with particular emphasis on the sensitivity analyses contained therein.
Mineral Survey 1626, located on lower Amy Creek: 100% of No. 2 Above Discovery Any Creek, 100% of No. 3 Above Discovery Amy Creek, and 100% of Up Grade Association Bench 100% owned State of Alaska mining claims 169 state claims acquired by purchase 153 state claims acquired by location 100% owned federal unpatented placer claims 29 federal unpatented placer claims 100% owned Livengood Placers, Inc., a private Nevada corporation that is 100% owned by TH Alaska.
Mineral Survey 1626, located on lower Amy Creek: 100% of No. 2 Above Discovery Any Creek, 100% of No. 3 Above Discovery Amy Creek, and 100% of Up Grade Association Bench 100% owned State of Alaska mining claims 169 state claims acquired by purchase 153 state claims acquired by location 100% owned federal unpatented placer claims 29 federal unpatented placer claims 23 Table of Contents 100% owned Livengood Placers, Inc., a private Nevada corporation that is 100% owned by TH Alaska.
The RC holes were primarily targeted at grid infill drilling to improve resource estimation of the Core Zone and a step-out program that led to discovery and delineation of the Sunshine and Tower Zones. In 2010, the Company completed 40 diamond drill holes totaling 13,631 m and 198 RC holes totaling 56,550 m.
The RC holes were primarily targeted at grid 26 Table of Contents infill drilling to improve resource estimation of the Core Zone and a step-out program that led to discovery and delineation of the Sunshine and Tower Zones. In 2010, the Company completed 40 diamond drill holes totaling 13,631 m and 198 RC holes totaling 56,550 m.
Mineral Survey No. 2033 on lower Amy Creek. An undivided 2/5th interest in those certain patented lode mining claims included within U.S. Mineral Survey No. 1990. 24 Table of Contents On State of Alaska lands, the state holds both the surface and the subsurface rights.
Mineral Survey No. 2033 on lower Amy Creek. An undivided 2/5th interest in those certain patented lode mining claims included within U.S. Mineral Survey No. 1990. On State of Alaska lands, the state holds both the surface and the subsurface rights.
Livengood Placers, Inc. is the record owner of the following: 29 patented claims 108 federal unpatented placer claims 24 State of Alaska mining claims 23 Table of Contents Leased property Alaska Mental Health Trust Lease.
Livengood Placers, Inc. is the record owner of the following: 29 patented claims 108 federal unpatented placer claims 24 State of Alaska mining claims Leased property Alaska Mental Health Trust Lease.
The Company does not have any plant or equipment at the site, relying on contractors to perform the work. 22 Table of Contents The nearest community to Livengood Gold Project is the village of Minto, a town with a population of approximately 97 people located approximately 65 km (40 miles) southwest by road.
The Company does not have any plant or equipment at the site, relying on contractors to perform the work. The nearest community to Livengood Gold Project is the village of Minto, a town with a population of approximately 113 people located approximately 65 km (40 miles) southwest by road.
As of December 31, 2024, there were 12,986 acres included in the AMHT lease. Hudson/Geraghty Lease.
As of December 31, 2025, there were 12,986 acres included in the AMHT lease. Hudson/Geraghty Lease.
The work completed by the Company during the 2024 field season was filed as assessment work, and the value of that work is sufficient to meet the assessment work requirements through September 1, 2028 on all State of Alaska mining claims.
The work completed by the Company during the 2025 field season was filed as assessment work, and the value of that work is sufficient to meet the assessment work requirements through September 1, 2029 on all State of Alaska mining claims.
Mineral Survey No. 1626 on lower Amy Creek. An undivided 53/90th interest in that certain patented placer mining claim known as the “Union Bench Association” claim, included within U.S. Mineral Survey No. 1626 on lower Amy Creek. An undivided 83/120th interest in that certain patented placer mining claim known as the “Bessie Bench” claim, included within U.S.
Mineral Survey No. 1626 on lower Amy Creek. An undivided 83/120th interest in that certain patented placer mining claim known as the “Bessie Bench” claim, included within U.S.
Technical Report Summary (“TRS”) The Company has a 100% interest in the Livengood Gold Project, which as of December 31, 2024, has proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce and measured and indicated mineral resources, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces), based on a gold price of $1,650 per ounce, both as reported in the TRS attached as Exhibit 96.1 to the 2022 Annual Report on Form 10-K/A filed with the SEC on October 17, 2023.
As of December 31, 2025, the Livengood Gold Project has (i) proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce and (ii) measured and indicated mineral resources, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces), based on a gold price of $1,650 per ounce, in each case as reported in the TRS attached as Exhibit 96.1 to the 2022 Annual Report on Form 10-K/A filed with the SEC on October 17, 2023.
The Company’s book value of its investment in the Livengood Gold Project is $55,375,124 as of December 31, 2024. 21 Table of Contents Property Description and Location Figure 1: Location of the Livengood Gold Project Accessibility, Climate, Local Resources, Infrastructure and Physiography The Livengood Gold Project is located approximately 113 km (70 miles) by road northwest of Fairbanks, Alaska in the Tolovana Mining District within the Tintina Gold Belt.
The Company’s book value of its investment in the Livengood Gold Project is $55,375,124 as of December 31, 2025. Accessibility, Climate, Local Resources, Infrastructure and Physiography The Livengood Gold Project is located approximately 113 km (70 miles) by road northwest of Fairbanks, Alaska in the Tolovana Mining District within the Tintina Gold Belt.
The Project lies within the Tolovana Mining District in the northern part of the Tintina Gold Belt. The Company owns a 100% interest in the Livengood Gold Project and the Company’s primary focus is to develop the Project with the objective of achieving commercial production.
The Project lies within the Tolovana Mining District in the northern part of the Tintina Gold Belt. 21 Table of Contents Property Description and Location Figure 1: Location of the Livengood Gold Project The Company owns a 100% interest in the Livengood Gold Project and the Company’s primary focus is to develop the Project with the objective of achieving commercial production.
Road-accessible wetland areas may only be explored while frozen in the winter. Work to date on the site has been limited to exploration and geotechnical drilling and environmental baseline activities.
In general, surface sampling work is limited to May through September and surface drilling from March through November. Road-accessible wetland areas may only be explored while frozen in the winter. Work to date on the site has been limited to exploration and geotechnical drilling and environmental baseline activities.
You are specifically cautioned not to assume that any part or all of the mineral deposits (including any mineral resources) in these categories will ever be converted into mineral reserves, as that term is defined by the SEC. 20 Table of Contents You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value.
You are specifically cautioned not to assume that any part or all of the mineral deposits (including any mineral resources) in these categories will ever be converted into mineral reserves, as that term is defined by the SEC.
Average low temperatures in winter are -21° to -28° Celsius (-6° to -18° Fahrenheit), with records reaching as low as -55° Celsius (-67° Fahrenheit). Exploration work on the Livengood Gold Project can be limited due to excessive snow cover and cold temperatures. In general, surface sampling work is limited to May through September and surface drilling from March through November.
Average low temperatures in winter are -21° to -28° Celsius 22 Table of Contents (-6° to -18° Fahrenheit), with records reaching as low as -55° Celsius (-67° Fahrenheit). Exploration work on the Livengood Gold Project can be limited due to excessive snow cover and cold temperatures.
The current resource and area drilled covers the most significant portion of the area with anomalous gold in surface soil samples, but still represents only about 25% of the total gold-anomalous area. 25 Table of Contents Among deposits of the Tintina Gold Belt, mineralization at the Livengood Gold Project is most similar to the dike and sill-hosted mineralization at the Donlin Creek deposit, where gold occurs in narrow quartz veins associated with dikes and sills of similar composition.
Among deposits of the Tintina Gold Belt, mineralization at the Livengood Gold Project is most similar to the dike and sill-hosted mineralization at the Donlin Creek deposit, where gold occurs in narrow quartz veins associated with dikes and sills of similar composition.
A few holes have been drilled in other directions to test other features and aspects of mineralization. Most exploration holes have been spaced at 75 m apart along lines 75 m apart, subsequent infill drilling in the center of 75 m squares brings the nominal drill spacing to 50 m for a significant portion of the deposit.
Most exploration holes have been spaced at 75 m apart along lines 75 m apart, subsequent infill drilling in the center of 75 m squares brings the nominal drill spacing to 50 m for a significant portion of the deposit. Core is recovered using triple tube techniques to ensure good recovery (>95)% and confidence in core orientation.
Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year both in the aggregate and for each of our individually material mining properties.
Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year both in the aggregate and for each of our individually material mining properties. 20 Table of Contents As used in this Annual Report on Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K.
A third area, Area 50 in the Sunshine Zone, measuring 195 m by 240 m, was drilled on a 37.5 m grid with alternating core and RC drilling.
Two areas of the deposit, the Core and Sunshine crosses, were selected for 15 m-spaced RC in-fill drilling on crosses with north-south and east-west legs 150 m in length. A third area, Area 50 in the Sunshine Zone, measuring 195 m by 240 m, was drilled on a 37.5 m grid with alternating core and RC drilling.
There are no municipal or community agreements required for the Livengood Gold Project.
There are no municipal or community agreements required for the Livengood Gold Project. Technical Report Summary (“TRS”) The Company has a 100% interest in the Livengood Gold Project.
Mineralization is interpreted as intrusion-related, consistent with other gold deposits of the Tintina Gold Belt, and has a similar As-Sb geochemical association. Mineralization is controlled partly by lithologic units but thrust-fold architecture was key to providing pathways for intrusive and associated hydrothermal fluids.
Mineralization is interpreted as intrusion-related, consistent with other gold deposits of the Tintina Gold Belt, and has a similar As-Sb geochemical association.
Core is recovered using triple tube techniques to ensure good recovery (>95)% and confidence in core orientation. RC holes are bored and cased for the upper 0-30 m to prevent down hole contamination and to help keep the hole open for ease of drilling at greater depths.
RC holes are bored and cased for the upper 0-30 m to prevent down hole contamination and to help keep the hole open for ease of drilling at greater depths. In 2011, the Company continued with resource definition drilling, completing 26,163 m of RC drilling and 11,468 m of diamond drilling.
Local fault and contact limits to mineralization have been identified, but overall, the deposit has not been closed off in any direction.
Mineralization is controlled partly by lithologic units but thrust-fold architecture was key to providing pathways for intrusive and associated hydrothermal fluids. 25 Table of Contents Local fault and contact limits to mineralization have been identified, but overall, the deposit has not been closed off in any direction.
Removed
As used in this Annual Report on Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K.
Added
You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value.
Removed
In 2011, the Company continued with resource definition drilling, completing 26,163 m of RC drilling and 11,468 m of diamond drilling. Two areas of the deposit, the Core and Sunshine crosses, were selected for 15 m-spaced RC in-fill drilling on crosses with north-south and east-west legs 150 m in length.
Added
Mineral Survey No. 1626 on lower Amy Creek. 24 Table of Contents ● An undivided 53/90th interest in that certain patented placer mining claim known as the “Union Bench Association” claim, included within U.S.
Added
The current resource and area drilled covers the most significant portion of the area with anomalous gold in surface soil samples, but still represents only about 25% of the total gold-anomalous area.
Added
These holes, filled in between the Core and Sunshine Zones, expanded the SW Zone and infilled to 50 m spacing in the Core and Sunshine Zones.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added0 removed2 unchanged
Biggest changeDuring the fiscal year ended December 31, 2024, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act. 31 Table of Contents PART II
Biggest changeDuring the fiscal year ended December 31, 2025, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act. 31 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+0 added0 removed89 unchanged
Biggest changeAs at March 3, 2025, there were 207,885,473 common shares issued and outstanding, and the Company had approximately 100 shareholders of record. Dividends Since its inception, ITH has not paid any dividends. ITH has no present intention of paying any dividends, as it anticipates that all available funds will be invested to finance development of the Livengood Gold Project.
Biggest changeAs at March 3, 2026, there were 261,077,473 common shares issued and outstanding, and the Company had approximately 215 shareholders of record. Dividends Since its inception, ITH has not paid any dividends. ITH has no present intention of paying any dividends, as it anticipates that all available funds will be invested to finance development of the Livengood Gold Project.
We believe that we likely were a PFIC for U.S. federal income tax purposes during the fiscal year ended December 31, 2024, and we expect that we will be a PFIC in the current year and that we may be a PFIC in future years.
We believe that we likely were a PFIC for U.S. federal income tax purposes during the fiscal year ended December 31, 2025, and we expect that we will be a PFIC in the current year and that we may be a PFIC in future years.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

34 edited+11 added12 removed20 unchanged
Biggest changeShare-based payment charges were allocated as follows: Year Ended Year Ended December 31, December 31, Expense category: 2024 2023 Consulting $ 519,249 $ 329,515 Investor relations 6,296 5,711 Wages and benefits 88,145 79,960 $ 613,690 $ 415,186 Excluding share-based payment charges of $519,249 and $329,515 for the years ended December 31, 2024 and 2023, respectively, consulting fees decreased to $232,896 for the year ended December 31, 2024 from $232,983 for the year ended December 31, 2023.
Biggest changeAt December 31, 2025, there was C$88,963 of unrecognized compensation expense related to unvested options outstanding. 39 Table of Contents Share-based payment charges were allocated as follows: Year Ended Year Ended December 31, December 31, Expense category: 2025 2024 Consulting $ 574,499 $ 519,249 Investor relations 8,218 6,296 Wages and benefits 115,057 88,145 $ 697,774 $ 613,690 Mineral property expenditures were $1,596,798 and $1,211,751 for the years ended December 31, 2025 and 2024, respectively.
The Livengood Gold Project is a long-term project that will take time to develop and eventually monetize making the use of a longer-term gold price assumption in the TRS more appropriate compared to recent spot prices for gold. As at December 31, 2024, the Company concluded that the recoverability of the mineral property assets exceeded the carrying value.
The Livengood Gold Project is a long-term project that will take time to develop and eventually monetize making the use of a longer-term gold price assumption in the TRS more appropriate compared to recent spot prices for gold. As at December 31, 2025, the Company concluded that the recoverability of the mineral property assets exceeded the carrying value.
The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of current market conditions. 41 Table of Contents Critical Accounting Estimates Mineral property assets The Company’s mineral project is currently in the development stage, as defined under subpart 1300 of Regulation S-K. Mineral property acquisition costs are capitalized when incurred.
The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of current market conditions. Critical Accounting Estimates Mineral property assets The Company’s mineral project is currently in the development stage, as defined under subpart 1300 of Regulation S-K. Mineral property acquisition costs are capitalized when incurred.
Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. See “Risk Factors We will require additional financing to fund exploration and, if warranted, development and production.
Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the future. See “Risk Factors We will require additional financing to fund exploration and, if warranted, development and production.
In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts.
In addition, any significant delays in the issuance of required permits for the ongoing work or the development of the Livengood Gold Project, or unexpected results in connection with the ongoing work or the development of the Livengood Gold Project, could result in the Company being required to raise additional funds to advance the Project.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Current Business Activities General ITH is a company engaged in the acquisition and development of mineral properties. The Company currently holds or has the right to acquire interests in a development stage project in Alaska referred to as the “Livengood Gold Project” or the “Project”.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Current Business Activities General ITH is a company engaged in the acquisition and development of mineral properties. The Company currently holds a 100% interest in a development stage project in Alaska referred to as the “Livengood Gold Project” or the “Project”.
The Company has a 100% interest in the Livengood Gold Project, which as of December 31, 2024, has proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce and a measured and indicated mineral resource, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces), based on a gold price of $1,650 per ounce, both as reported in the Technical Report Summary (the “TRS”) attached as Exhibit 96.1 to the 2022 Annual Report on Form 10-K/A filed with the SEC on October 17, 2023.
As of December 31, 2025, the Livengood Gold Project has (i) proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce and (ii) a measured and indicated mineral resource, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces), based on a gold price of $1,650 per ounce, in each case as reported in the Technical Report Summary (the “TRS”) attached as Exhibit 96.1 to the 2022 Annual Report on Form 10-K/A filed with the SEC on October 17, 2023.
The Company had a foreign exchange gain of $106,386 during the year ended December 31, 2024 compared to a foreign exchange loss of $30,754 during the year ended December 31, 2023 as a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances.
The Company had a foreign exchange loss of $183,339 during the year ended December 31, 2025 compared to a foreign exchange gain of $106,386 during the year ended December 31, 2024 as a result of the impact of exchange rates on certain of the Company’s U.S. dollar cash balances.
The $198,504 increase in share-based payment charges during the year was mainly the result of equity compensation issued or granted to certain contractors of the Company during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
The $84,084 increase in share-based payment charges during the year was mainly the result of equity compensation issued or granted to certain contractors of the Company during the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Financing activities during the year ended December 31, 2024 included the Private Placement, pursuant to which the Company issued 3,807,911 common shares to existing major shareholders to raise gross proceeds of approximately $2.5 million. The Company had no cash flows from financing activities during the year ended December 31, 2023.
Financing activities during the year ended December 31, 2024 consisted of a private placement, pursuant to which the Company issued 3,807,911 common shares to existing major shareholders to raise gross proceeds of approximately $2.5 million. The Company had no cash flows from investing activities during the years ended December 31, 2025 and December 31, 2024.
The average exchange rate during the year ended December 31, 2024 was C$1 to $0.7302 compared to C$1 to $0.7410 for the year ended December 31, 2023. 40 Table of Contents Liquidity and Capital Resources The Company has no revenue generating operations from which it can internally generate funds.
The average exchange rate during the year ended December 31, 2025 was C$1 to $0.7157 compared to C$1 to $0.7302 for the year ended December 31, 2024. Liquidity and Capital Resources The Company has no revenue generating operations from which it can internally generate funds.
The Company granted 441,490 deferred share units (“DSUs”) at an issue price of C$0.94 per DSU, 240,000 incentive stock options at an issue price of C$0.94 per option, and 2,500,000 incentive stock options at an issue price of C$0.64 per option during the year ended December 31, 2024 compared to 526,984 DSUs at an issue price of C$0.63 per DSU, 145,614 DSUs at an issue price of C$0.92 per DSU, and 240,000 incentive stock options at an issue price of C$0.63 per option during the year ended December 31, 2023.
The Company granted 332,000 deferred share units (“DSUs”) at an issue price of C$1.25 per DSU and 240,000 incentive stock options at an issue price of C$1.25 per option during the year ended December 31, 2025 compared to 441,490 DSUs at an issue price of C$0.94 per DSU, 240,000 incentive stock options at an issue price of C$0.94 per option, and 2,500,000 incentive stock options at an issue price of C$0.64 per option during the year ended December 31, 2024.
Year Ended December 31, 2024 compared to Year Ended December 31, 2023 The Company had cash and cash equivalents of $992,487 at December 31, 2024 compared to $1,687,690 at December 31, 2023.
Year Ended December 31, 2025 compared to Year Ended December 31, 2024 The Company had cash and cash equivalents of $1,353,333 at December 31, 2025 compared to $992,487 at December 31, 2024.
The Company expects that it will operate at a loss for the foreseeable future but believes its current cash and cash equivalents will be sufficient for it to complete its anticipated 2025 work plan.
The Company expects that it will operate at a loss for the foreseeable future but believes its current cash and cash equivalents will be sufficient for it to complete its anticipated 2026 work plan and satisfy its currently anticipated general and administrative costs, through the 2026 fiscal year.
Results of Operations Summary of Quarterly Results December 31, September 30, June 30, March 31, Description 2024 2024 2024 2024 Net loss $ (954,847) $ (667,302) $ (1,431,915) $ (545,308) Basic and diluted net loss per common share $ (0.01) $ (0.00) $ (0.01) $ (0.00) December 31, September 30, June 30, March 31, Description 2023 2023 2023 2023 Net loss $ (716,184) $ (710,351) $ (1,467,897) $ (503,537) Basic and diluted net loss per common share $ (0.01) $ (0.00) $ (0.01) $ (0.00) Significant fluctuations in the Company’s quarterly net losses have mainly been the result of operating cost changes.
Results of Operations Summary of Quarterly Results December 31, September 30, June 30, March 31, Description 2025 2025 2025 2025 Net loss $ (1,311,876) $ (732,303) $ (1,925,086) $ (669,068) Basic and diluted net loss per common share $ (0.01) $ (0.00) $ (0.01) $ (0.00) December 31, September 30, June 30, March 31, Description 2024 2024 2024 2024 Net loss $ (954,847) $ (667,302) $ (1,431,915) $ (545,308) Basic and diluted net loss per common share $ (0.01) $ (0.00) $ (0.01) $ (0.00) Significant fluctuations in the Company’s quarterly net losses have mainly been the result of operating cost changes.
All DSUs granted in each of these years were fully vested upon issuance. All options granted on May 23, 2023 and May 29, 2024 vest one-third on the grant date, one-third on the first anniversary, and one-third on the second anniversary. Of the 2,500,000 options granted on December 2, 2024, 1,000,000 options vest immediately on the grant date.
All DSUs granted in each of these years were fully vested upon issuance. All options granted on June 4, 2025 and May 29, 2024 vest one-third on the grant date, one-third on the first anniversary, and one-third on the second anniversary.
At December 31, 2024, the Company’s mineral property assets totaled approximately $55 million. As these assets are all similar in nature (they represent mining claims or rights to mining claims all within the same area), they are viewed as one asset group for impairment testing purposes.
As these assets are all similar in nature (they represent mining claims or rights to mining claims all within the same area), they are viewed as one asset group for impairment testing purposes.
Other items amounted to other income of $190,322 during the year ended December 31, 2024 compared to other income of $88,532 during the year ended December 31, 2023.
Other items amounted to other loss of $109,584 during the year ended December 31, 2025 compared to other income of $190,322 during the year ended December 31, 2024.
Based on cash and cash equivalents on hand of $992,487 as of December 31, 2024 and approximately $3.7 million of net proceeds from the Private Placement, as at March 11, 2025, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.
Based on cash and cash equivalents on hand of $1,353,333 as of December 31, 2025 and approximately $118.1 million of gross proceeds from the equity financing in January 2026, as at March 10, 2026, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.
The decrease of $87 is primarily due to slightly reduced services. Excluding share-based payment charges of $88,145 and $79,960 for the years ended December 31, 2024 and 2023, respectively, wages and benefits increased to $869,664 for the year ended December 31, 2024 from $741,529 for the year ended December 31, 2023.
Excluding share-based payment charges of $115,057 and $88,145 for the years ended December 31, 2025 and 2024, respectively, wages and benefits increased to $881,515 for the year ended December 31, 2025 from $869,664 for the year ended December 31, 2024.
The Company assesses interests in its mineral property assets for impairment at least annually, but will also conduct an assessment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assets that are tested for recoverability are the Company’s long-lived assets related to mineral property rights and claims.
At such time that the Company makes a decision to proceed to production, subsequent mineral property expenses will be capitalized during the development of such property. 41 Table of Contents The Company assesses interests in its mineral property assets for impairment at least annually, but will also conduct an assessment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount.
Other than cash held by its subsidiaries for their immediate operating needs in the United States, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank.
Specific plans related to the use of proceeds will be devised once financing has been completed and management knows what funds will be available for these purposes. Other than cash held by its subsidiaries for their immediate operating needs in the United States, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank.
The price of gold on December 31, 2024 was $2,611, or $548 and 27% higher than the price of $2,063 at December 31, 2023.
The price of gold on December 31, 2025 was $4,308, which is $1,697 and 65% higher than the price of $2,611 at December 31, 2024.
The 2025 work program will begin metallurgical studies to evaluate whether antimony might be recoverable from the massive stibnite veins contained within the deposit, as well as conducting community engagement and advancing the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting.
For 2026, the Company plans to advance metallurgical studies evaluating whether antimony might be recoverable from the massive stibnite veins contained within the deposit, select and engage the technical team to begin the feasibility study, conduct drilling to obtain fresh core for metallurgical test work in support of the feasibility study, as well as conducting community engagement and advancing the baseline environmental data collection in support of the feasibility study and future permitting.
The Company had no cash flows from investing activities during the years ended December 31, 2024 and December 31, 2023. As at December 31, 2024, the Company had working capital of $959,703 compared to working capital of $1,757,465 at December 31, 2023.
As at December 31, 2025, the Company had working capital of $1,015,182 compared to working capital of $959,703 at December 31, 2024.
As at December 31, 2024, the Company reported cash and cash equivalents of $992,487 compared to $1,687,690 at December 31, 2023. The decrease of approximately $0.7 million resulted mainly from net financing activities of $2.3 million partially offset by operating activities of $2.9 million and a negative foreign exchange impact of $0.1 million during the year ended December 31, 2024.
The increase of approximately $0.4 million resulted mainly from net financing activities of $3.8 million partially offset by operating activities of $3.2 million and a negative foreign exchange impact of $0.2 million during the year ended December 31, 2025. 40 Table of Contents Subsequent to December 31, 2025, in January 2026 the Company received approximately $118.1 million of gross proceeds from an equity financing.
The Company incurred a net loss of $3,599,372 for the year ended December 31, 2024 compared to a net loss of $3,397,969 for the year ended December 31, 2023.
The Company incurred a net loss of $4,638,333 for the year ended December 31, 2025 compared to a net loss of $3,599,372 for the year ended December 31, 2024. The following discussion highlights certain selected financial information and changes in operations between the year ended December 31, 2025 and the year ended December 31, 2024.
Our anticipated expenditures for year 2025 are approximately $3.7 million, including $690,457 for mineral property leases and $214,790 for mining claim government fees. Total commitments for years 2025 through 2030 for mineral property leases and mining claim government fees are $4,259,129 and $1,288,740, respectively.
Total commitments for years 2026 through 2031 for mineral property leases and mining claim government fees are $4,335,942 and $1,288,740, respectively.
Excluding share-based payment charges of $6,296 and $5,711 for the years ended December 31, 2024 and 2023, respectively, investor relations increased to $53,179 for the year ended December 31, 2024 from $45,809 for the year ended December 31, 2023. The increase of $7,370 is primarily due to increased participation in investor relations conferences.
Excluding share-based payment charges of $574,499 and $519,249 for the years ended December 31, 2025 and 2024, respectively, consulting fees increased to $382,212 for the year ended December 31, 2025 from $232,896 for the year ended December 31, 2024. The increase of $149,316 is primarily due to increased services.
The Company will require significant additional financing to continue its operations beyond the 2025 fiscal year (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project, and there is no assurance that the Company will be able to obtain the additional financing required on acceptable terms, if at all.
There is no assurance that the Company will be able to obtain the additional financing required to further advance the Project on acceptable terms, if at all.
The following discussion highlights certain selected financial information and changes in operations between the year ended December 31, 2024 and the year ended December 31, 2023. 39 Table of Contents Share-based payment charges were $613,690 during the year ended December 31, 2024 compared to $415,186 during the year ended December 31, 2023.
Share-based payment charges were $697,774 during the year ended December 31, 2025 compared to $613,690 during the year ended December 31, 2024.
The increase of $128,135 is primarily due to prior year-end payroll accrual reversals of $30,963 in the year ended December 31, 2024 compared to $113,314 in the year ended December 31, 2023 for an increase of $82,351, higher payroll-related benefits $26,777, higher labor costs $14,437, and slightly higher year-end payroll accruals of $5,763.
The increase of $11,851 is primarily due to higher labor and labor-related benefits $6,128 and higher year-end payroll and vacation accruals of $5,723. Travel costs were $42,193 for the year ended December 31, 2025 compared to $33,516 for the year ended December 31, 2024. The increase of $8,677 is primarily due to increased travel requirements.
The remaining 1,500,000 shall vest 500,000 on June 2, 2025 and 1,000,000 between December 2, 2025 and December 2, 2026, if certain market conditions are met. At December 31, 2024, there was $384,387 of unrecognized compensation expense related to non-vested options outstanding.
Of the 2,500,000 options granted on December 2, 2024, 1,000,000 options vested immediately on the grant date, 500,000 were cancelled on June 2, 2025 when certain market conditions were not met, and the remaining 1,000,000 vested on December 2, 2025, when certain market conditions were met.
The Company has determined that the mineral resource estimate of August 20, 2021 remains current as of December 31, 2024. 38 Table of Contents 2025 Outlook On March 4, 2025, the Company announced that it had completed a non-brokered private placement (the “Private Placement”) pursuant to which it issued common shares to existing major shareholders to raise gross proceeds of approximately $3.9 million.
Financing activities during the year ended December 31, 2025 consisted of a private placement pursuant to which the Company issued 8,192,031 common shares to existing major shareholders to raise gross proceeds of approximately $3.9 million.
Removed
The Private Placement consisted of 8,192,031 common shares of the Company, representing approximately 4.1% of the 199.7 million common shares issued and outstanding prior to the completion of the Private Placement, at a price of $0.4801 per common share, the closing price of the Company’s common shares on the NYSE American on February 25, 2025.
Added
The Company has determined that the mineral resource estimate of August 20, 2021 remains current as of December 31, 2025. 38 Table of Contents 2026 Highlights and Outlook On January 27, 2026, the Company completed a public offering of 33,672,000 common shares, at an issue price to the public of $2.22 per share, for aggregate gross proceeds, before deducting underwriting discounts and offering expenses, of approximately $74.8 million.
Removed
The Private Placement was taken up by current institutional shareholders of the Company, Paulson & Co. Inc., Electrum Strategic Opportunities Fund II L.P., and Kopernik Global Investors, LLC itself and affiliates. The Company intends to use the net proceeds of the Private Placement for working capital and general administrative purposes, including advancing antimony metallurgical studies.
Added
Concurrent with the public offering, the Company completed a private placement of 19,520,000 common shares to affiliates of Paulson & Co. Inc. (“Paulson”), at the same issue price, for aggregate proceeds of approximately $43.3 million.
Removed
On March 12, 2025, the Company announced that the Board had approved a 2025 budget of $3.7 million and endorsed the associated 2025 work program to advance the Livengood Gold Project.
Added
The private placement was completed in two tranches, with 18,018,018 issued to Paulson on January 27, 2026 and an additional 1,501,982 common shares issued to Paulson on January 29, 2026 to reflect an upsizing in the size of the $60 million public offering initially announced by the Company on January 22, 2026.
Removed
The Company remains open to a strategic alliance to help support the future development of the Project while considering all other appropriate financing options.
Added
The Company expects to use the net proceeds of the public offering and private placement to fund the exploration and development of the Livengood Gold Project, including drilling, metallurgical studies, feasibility studies, technical studies, baseline environmental studies, detailed engineering in support of permitting, permitting, legal support, community engagement, mineral lease and land payments, acquisitions, and general corporate purposes.
Removed
The size of the gold resource, the Project’s favorable location, and the Company’s proven team are some of the reasons the Company could potentially attract a strategic partner with a long-term development horizon who understands the Project is highly leveraged to gold prices.
Added
The increase of $385,047 is primarily due to increased project-related legal costs for an increase of $115,445, metallurgical study costs for an increase of $111,871, higher advance minimum royalty payment for an increase of $80,455, and increased field supplies and services for an increase of $77,276.
Removed
Office and miscellaneous costs were $27,682 for the year ended December 31, 2024 compared to $31,899 for the year ended December 31, 2023. The decrease of $4,217 is primarily due to decreased office supply consumption. Travel costs were $33,516 for the year ended December 31, 2024 compared to $45,925 for the year ended December 31, 2023.
Added
Professional services were $374,099 and $241,059 for the years ended December 31, 2025 and 2024, respectively. The increase of $133,040 is primarily due to increased corporate legal costs of $136,363 partially offset by lower accounting services for a decrease of $3,323.
Removed
The decrease of $12,409 is primarily due to decreased travel requirements. Professional fees were $241,059 for the year ended December 31, 2024 compared to $267,056 for the year ended December 31, 2023.
Added
Insurance costs were $162,275 for the year ended December 31, 2025 compared to $204,677 for the year ended December 31, 2024. The decrease of $42,402 is primarily due to premium savings as a result of an agent change. Excluding share-based payments, all other operating expense categories reflected only moderate changes period over period.
Removed
The decrease of $25,997 is primarily due to decreased legal fees of $35,678 partially offset by increased audit and tax services due to timing of $7,653, increased XBRL costs of $1,424, and increased general accounting costs of $604. Excluding share-based payments, all other operating expense categories reflected only moderate changes period over period.
Added
As at December 31, 2025, the Company reported cash and cash equivalents of $1,353,333 compared to $992,487 at December 31, 2024.
Removed
The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.
Added
Over the next several years, the Company intends to use the net proceeds to fund the exploration and development of the Livengood Gold Project, including drilling, metallurgical studies, feasibility studies, technical studies, baseline environmental studies, detailed engineering in support of permitting, permitting, legal support, community engagement, mineral lease and land payments, acquisitions and general corporate purposes, allocated approximately $50 million for feasibility and technical studies, $35 million for permitting and community engagement, and the remainder for corporate G&A and general corporate purposes.
Removed
Specific plans related to the use of proceeds will be devised once financing has been completed and management knows what funds will be available for these purposes.
Added
Due to the recent completion of the financing, the 2026 budget has not yet been finalized by management and approved by the Board, but anticipated 2026 expenditures will include $702,865 for mineral property leases and $214,790 for mining claim government fees.
Removed
Due to this uncertainty, if the Company is unable to secure additional financing, it may be required to reduce all discretionary activities at the Project to preserve its working capital to fund anticipated non-discretionary expenditures beyond the 2025 fiscal year.
Added
The assets that are tested for recoverability are the Company’s long-lived assets related to mineral property rights and claims. At December 31, 2025, the Company’s mineral property assets totaled approximately $55 million.
Removed
Mineral property costs are expensed as incurred. At such time that the Company makes a decision to proceed to production, subsequent mineral property expenses will be capitalized during the development of such property.

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