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.