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What changed in INTERNATIONAL TOWER HILL MINES LTD's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of INTERNATIONAL TOWER HILL MINES LTD's 2023 and 2024 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 2024 report.

+167 added−170 removedSource: 10-K (2025-03-12) vs 10-K (2024-03-08)

Top changes in INTERNATIONAL TOWER HILL MINES LTD's 2024 10-K

167 paragraphs added · 170 removed · 150 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

20 edited+2 added−4 removed25 unchanged
Biggest changeMill 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 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.
Biggest changeWhittle 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.
The Company has a 100% interest in the Livengood Gold Project, which as of December 31, 2023, 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.
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.
(“TH Alaska”), a corporation incorporated in Alaska on June 27, 2006, which holds most of the Company’s Alaskan mineral properties and is 100% owned by ITH; ● Tower Hill Mines (US) LLC, a limited liability company formed in Colorado on June 27, 2006, which carries on the Company’s administrative and personnel functions and is wholly owned by TH Alaska; and ● Livengood Placers, Inc., a corporation incorporated in Nevada on June 11, 1998, which holds certain Alaskan properties and is 100% owned by TH Alaska.
(“TH Alaska”), a corporation incorporated in Alaska on June 27, 2006, which holds most of the Company’s Alaskan mineral properties and is 100% owned by ITH; ● Tower Hill Mines (US) LLC, a limited liability company formed in Colorado on June 27, 2006, which carries on the Company’s administrative and personnel functions and is 100% owned by TH Alaska; and ● Livengood Placers, Inc., a corporation incorporated in Nevada on June 11, 1998, which holds certain Alaskan properties and is 100% owned by TH Alaska.
The Company makes available, free of charge, through the Investors section of its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC and its Annual Information Form, press releases and material change reports and other reports filed on the System for Electronic Document Analysis and Retrieval (“SEDAR+”).
The Company makes available, free of charge, through the “Investors” section of its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC and its Annual Information Form, press releases and material change reports and other reports filed on the System for Electronic Document Analysis and Retrieval (“SEDAR+”).
Human Capital Resources At December 31, 2023, 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, 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.
For further information regarding the regulations that may have a material impact on our business, see “Risk Factors - Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations .” Although not set out in a specific policy, the Company strives to be a positive influence in the local communities near the Project, not only by contributing to the welfare of such communities in the vicinity of the Project through donations of money and supplies, as appropriate, but also through hiring local workers when appropriate.
For further information regarding the regulations that may have a material impact on our business, see “Risk Factors - Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations .” 7 Table of Contents Although not set out in a specific policy, the Company strives to be a positive influence in the local communities near the Project, not only by contributing to the welfare of such communities in the vicinity of the Project through donations of money and supplies, as appropriate, but also through hiring local workers when appropriate.
The Technical Committee took no formal action during the year ended December 31, 2023, 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, 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.
Since commencing its current operations in mid-2006, the Company has found and retained appropriate employees and consultants and believes it will continue to be able to do so in the future. All of the raw materials the Company requires to carry on its business are readily available through normal supply or business contracting channels in Canada and the United States.
Since commencing its current operations in mid-2006, the Company has found and retained appropriate employees and consultants and believes it will continue to be able to do so in the future. 8 Table of Contents All of the raw materials the Company requires to carry on its business are readily available through normal supply or business contracting channels in Canada and the United States.
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. 7 Table of Contents 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 delays in permit approval will not occur. The Board has established a Technical Committee, which has adopted a formal, written charter.
Accordingly, these competitors may be able to spend greater amounts on the acquisition, 8 Table of Contents 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 achieve the financing necessary for the Company to develop its mineral properties.
Seasonality As the Company’s mineral exploration and development activity takes place in Alaska, some of its business is seasonal. Due to the northern climate, field work on the Livengood Gold Project can be limited due to excessive snow cover and cold temperatures.
Seasonality As the Company’s mineral exploration and development activity takes place in Alaska, certain of its activities are seasonal. Due to the northern climate, field work on the Livengood Gold Project can be limited due to excessive snow cover and cold temperatures.
Livengood Gold Project Developments On March 8, 2023, the Company announced that the Board had approved a 2023 work program that advanced the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting, as well as advanced community engagement.
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.
On March 8, 2024, the Company announced that the Board had approved a 2024 budget of $3.3 million and endorsed the associated 2024 work program to advance the Livengood Gold Project.
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.
The head office and principal executive address of ITH is located at 200 Granville Street, Suite 2710, Vancouver, British Columbia, Canada V6C 1S4, and its registered and records office is located at 745 Thurlow Street, Suite 2400, Vancouver, British Columbia, Canada V6E 0C5.
The head office and principal executive address of ITH is located at 200 Burrard Street, Suite 1570, Vancouver, British Columbia, Canada V6C 3L6, and its registered and records office is located at 745 Thurlow Street, Suite 2400, Vancouver, British Columbia, Canada V6E 0C5.
The Company has determined that the mineral resource estimate of August 20, 2021 remains current as of December 31, 2023. 2024 Outlook On January 22, 2024, 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 $2.5 million.
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.
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.
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 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 Project mineral resource estimate effective as of August 20, 2021.
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 Private Placement consisted of 3,807,911 common shares of the Company, representing approximately 1.9% of the 195.9 million common shares issued and outstanding prior to the completion of the Private Placement, at a price of $0.664 per common share, the closing price of the Company’s common shares on the NYSE American on January 12, 2024.
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.
The Private Placement was taken up by current institutional shareholders of the Company, Paulson & Co. Inc., Sprott Asset Management USA, Inc., and Kopernik Global Investors, LLC on behalf of Heptagon plc Kopernik Global All - Cap Equity Fund. The Company intends to use the net proceeds of the Private Placement for general working capital purposes.
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.
The 2024 work program will advance the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting, as well as advance community engagement. The Company remains open to a strategic alliance to help support the future development of the Project while considering all other appropriate financing options.
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
Prior to 2008, the Company focused primarily on the acquisition and exploration of mineral properties in Alaska and Nevada by acquiring through staking, purchase, lease or option (primarily from AngloGold Ashanti (U.S.A.) Exploration Inc.
Added
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.
Removed
(“AngloGold”) in a transaction which closed on August 4, 2006) interests in a number of mineral properties in Alaska (Livengood Gold Project, Terra, LMS, BMP, Chisna, Coffee Dome, West Tanana, Gilles, West Pogo, Caribou, Blackshell and South Estelle) and Nevada (North Bullfrog and Painted Hills) that it believed had the potential to host large precious or base metal deposits.
Added
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.
Removed
Since early 2008, the Company’s primary focus has been the exploration and advancement of the Livengood Gold Project and the majority of its resources have been directed to that end. In August 2010, ITH undertook a corporate spin-out arrangement transaction whereby all of its mineral property interests other than the Project were spun out as an independent and separate company.
Removed
Since the completion of that transaction, the sole mineral property held by the Company has been the Livengood Gold Project and the Company has focused exclusively on the ongoing exploration and potential development of the Livengood Gold Project.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

28 edited+3 added−6 removed128 unchanged
Biggest changeThe 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. 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.
Biggest changeWe 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.
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 2024 and beyond. As a result, there is substantial doubt about our ability to continue as a going concern.
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.
We believe that we likely were a PFIC for U.S. federal income tax purposes during the fiscal year ended December 31, 2023, 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, 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 passive foreign investment company (“PFIC”) during the fiscal year ended December 31, 2023, 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, 2024, which may result in adverse U.S. federal income tax consequences to U.S. holders.
As a result, our shareholders may be unable to resell their shares at a desired price. 18 Table of Contents 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 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.
In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities, however, the enforcement of such rights through the courts can be costly and time-consuming. It is necessary to 14 Table of Contents negotiate surface access or to purchase the surface rights if long-term access is required.
In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities, however, the enforcement of such rights through the courts can be costly and time-consuming. It is necessary to negotiate surface access or to purchase the surface rights if long-term access is required.
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.
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.
Similarly, where control of a corporation has been acquired by a person or group of persons, subsection 111(5) of the Income Tax Act (Canada) (the “Canadian Tax Act”), and equivalent provincial income tax legislation restrict the corporation’s ability to carry forward non-capital losses from preceding taxation years. Our existing NOLs may be subject to limitations arising from previous ownership changes.
Similarly, where control of a corporation has been acquired by a person or group of persons, subsection 111(5) of the Canadian Tax Act, and equivalent provincial income tax legislation restrict the corporation’s ability to carry forward non-capital losses from preceding taxation years. Our existing NOLs may be subject to limitations arising from previous ownership changes.
It is possible that future changes in these laws or regulations could have 15 Table of Contents a significant adverse impact on the Livengood Gold Project or some portion of our business, causing us to re-evaluate those activities at that time.
It is possible that future changes in these laws or regulations could have a significant adverse impact on the Livengood Gold Project or some portion of our business, causing us to re-evaluate those activities at that time.
Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) to offset 17 Table of Contents future taxable income.
Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income.
The Company may elect not to insure where premium costs are disproportionate to the Company’s perception of the relevant risks. The payment of such 13 Table of Contents insurance premiums and of such liabilities would reduce the funds available for exploration and production activities, if warranted.
The Company may elect not to insure where premium costs are disproportionate to the Company’s perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities, if warranted.
Any adopted future climate 16 Table of Contents change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.
Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.
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.
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.
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 2019 ​ $ 1,546 ​ $ 1,270 ​ $ 1,393 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 January 1, 2024 to February 29, 2024 ​ $ 2,068 ​ $ 1,985 ​ $ 2,029 ​ 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 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 Livengood Gold Project is located in the United States, with most costs associated with the Project paid in U.S. dollars, and the Company maintains accounts in Canadian and U.S. dollars, making it subject to foreign currency fluctuations. There can be significant swings in the exchange rate between the U.S. and Canadian dollar.
The Livengood Gold Project is located in the United States, with most costs associated with the Project paid in U.S. dollars, and the Company maintains accounts in Canadian and U.S. dollars, making it subject to foreign currency fluctuations.
Capital markets worldwide have been adversely affected during the past few years, including in 2023, by substantial losses by financial institutions, increased inflation, the outbreak of conflicts around the globe and market volatility due to the lingering effects of the COVID-19 pandemic, among other things.
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.
Any unauthorized activities could disrupt our operations or those of our third-party service providers on which we are dependent; result in the misappropriation or compromise of confidential information, extortion, or fraud; harm our employees or counterparties; cause us to violate privacy or security laws; or result in legal claims or proceedings, any of which could adversely affect our business, reputation, or operating results.
Any unauthorized activities could disrupt our operations or those of our third-party service providers on which we are dependent; result in the misappropriation or compromise of confidential information, extortion, or fraud; harm our employees or counterparties; cause us to violate privacy or security laws; or result in legal claims or proceedings, any of which could adversely affect our business, reputation, or operating results. 18 Table of Contents Risks Related to Our Common Shares Our share price may be volatile and as a result you could lose all or part of your investment .
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 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.
A material increase in costs could also 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. The volatility of the price of gold could adversely affect any future operations and, if warranted, our ability to develop our properties .
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.
Resource exploration, development and production involve a high degree of risk and we do not maintain insurance with respect to certain of these risks, which exposes us to significant risk of loss. Resource exploration, development and production involve a high degree of risk.
Adverse foreign currency fluctuations may cause losses and materially affect the Company’s financial position and results. Resource exploration, development and production involve a high degree of risk and we do not maintain insurance with respect to certain of these risks, which exposes us to significant risk of loss. Resource exploration, development and production involve a high degree of risk.
From January 1, 2024 to February 29, 2024, the price of our common shares on the TSX ranged from a low of C$0.65 to a high of C$0.91, and on the NYSE American ranged from a low of $0.50 to a high of $0.69.
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 2023, the price of our common shares on the TSX ranged from a low of C$0.45 to a high of C$0.93, and on the NYSE American ranged from a low of $0.33 to a high of $0.71.
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.
Even if commercial quantities of mineral deposits are discovered by the Company, there is no guarantee that a profitable market will exist for the sale of the metals produced, if any.
The volatility of the price of gold could adversely affect any future operations and, if warranted, our ability to develop our properties . Even if commercial quantities of mineral deposits are discovered by the Company, there is no guarantee that a profitable market will exist for the sale of the metals produced, if any.
The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit.
Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit.
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.
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 Clean Water Act (“CWA”), and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency.
The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water mining facilities and requires a storm water discharge permit for certain activities.
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.
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 .
In addition, costs are affected by the price of commodities such as fuel, rubber and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production less profitable or not profitable at all.
In addition, costs are affected by the price of commodities such as steel, fuel, rubber and electricity. Such commodities are at times subject to a number of factors that may cause their price to increase, such as volatile price movements, supply chain challenges and geopolitical events including imposition of tariffs and retaliatory trade measures.
Removed
There are no plans at this time to hedge against any exchange rate fluctuations in currencies. Adverse foreign currency fluctuations may cause losses and materially affect the Company’s financial position and results.
Added
There can be significant swings in the exchange rate between the U.S. and Canadian dollar, including due to impacts of geopolitical events such as imposition of tariffs and retaliatory trade measures. There are no plans at this time to hedge against any exchange rate fluctuations in currencies.
Removed
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.
Added
The Company may also encounter increasing competition from other mining companies in efforts to hire experienced mining professionals.
Removed
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.
Added
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.
Removed
The CWA regulates storm water mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations.
Removed
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
Risks Related to Our Common Shares Our share price may be volatile and as a result you could lose all or part of your investment .

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFor additional information regarding risks relating to privacy and cybersecurity, see “Item 1A – Risk Factors.” Governance The Board of Directors is responsible for overseeing the assessment and management of enterprise-level risks that may impact the Company. The Audit Committee has primary responsibility for overseeing risk management, including oversight of risks from cybersecurity threats.
Biggest changeAccordingly, we may not be able to timely detect cybersecurity threats or anticipate and implement adequate security measures. For additional information regarding risks relating to privacy and cybersecurity, see “Item 1A – Risk Factors.” Governance The Board is responsible for overseeing the assessment and management of enterprise-level risks that may impact the Company.
Our policies and procedures include protocols for assessing potential material impacts from cybersecurity threats and incidents, escalating to management and the Board of Directors, engaging external stakeholders, and reporting incidents based on applicable legal requirements. We use specialized IT tools and services, including with the support of third-party service providers, to understand, manage, mitigate and continually remediate identified risks.
Our policies and procedures include protocols for assessing potential material impacts from cybersecurity threats, escalating to management and the Board of Directors, engaging external stakeholders, and reporting incidents based on applicable legal requirements. We use specialized IT tools and services, including with the support of third-party service providers, to understand, manage, mitigate and continually remediate identified threats.
The Company logs identified cybersecurity risks and tracks corresponding risk management activities. Identified cybersecurity risks are discussed with management for resolution planning and escalation. Testing of our security controls in connection with the auditing of our financial systems is completed annually. At least annually, we conduct training and awareness for our employees to help identify, avoid and mitigate cybersecurity threats.
The Company logs identified cybersecurity threats and tracks corresponding risk management activities. Identified cybersecurity threats are discussed with management for resolution planning and escalation. Testing of our security controls in connection with the auditing of our financial systems is completed annually. At least annually, we conduct training and awareness for our employees to help identify, avoid and mitigate cybersecurity threats.
The CEO and CFO report on cybersecurity matters, including material risks and 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 risks, as described above, and bring to the Board’s attention any material risks.
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 1C. CYBERSECURITY Risk Management and Strategy The Company has processes, policies and procedures for identifying, assessing, managing, and responding to cybersecurity threats and incidents. These are integrated into our overall risk management systems, as overseen by our Board of Directors, primarily through the Audit Committee.
ITEM 1C. CYBERSECURITY Risk Management and Strategy The Company has processes, policies and procedures for identifying, assessing, managing, and responding to cybersecurity threats and incidents. These are integrated into our overall risk management systems, as overseen by the Board, primarily through the Audit Committee.
We regularly evaluate the cybersecurity risks associated with third-party suppliers and service providers that have access to the Company’s networks, confidential information, and information systems. We provide third-party vendors, consultants, and partners with detailed security requirements for securing their connections to our IT networks.
We regularly evaluate the cybersecurity threats associated with third-party suppliers and service providers that have access to the Company’s networks, confidential information, and information systems. We provide third-party vendors, consultants, and partners with detailed security requirements for securing their connections to our IT networks.
In addition, we week to make third-party service providers contractually responsible for identifying and remediating security issues within their technology and service environment.
In addition, we seek to make third-party service providers contractually responsible for identifying and remediating security issues within their technology and service environment.
Under the oversight of the Audit Committee, the Company’s Chief Executive Officer is primarily responsible for the assessment and management of cybersecurity risks and utilizes third-party consultants retained by the Company for advice.
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.
Management has not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition.
Management has not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition. While we have implemented a cybersecurity program, the techniques used to compromise IT systems continue to evolve.
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While we have implemented a cybersecurity program, the techniques used to compromise IT systems continue to 19 Table of Contents evolve. Accordingly, we may not be able to timely detect threats or anticipate and implement adequate security measures.
Added
The Audit Committee has primary responsibility for overseeing risk management, including oversight of risks from cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe Company may purchase all interests of the lessors in the leased property (including the production royalty) for $1,000,000 (less all minimum and production royalties paid to the date of purchase), of which $500,000 is payable in cash over four years following the closing of the purchase and the balance of $500,000 is payable by way of the 3% NSR production royalty.
Biggest changeAt any time during the term of the lease, the Company may exercise its option to purchase all interests of the remaining third party lessors in the patented lode claims subject to the lease (including the production royalty) for $600,000 (less all minimum and production royalties paid to said lessors prior to the date the option is exercised), of which 10% of the purchase price is payable upon exercise, 40% is payable in equal installments over the subsequent four years following the exercise, and 50% is payable by way of the 1.8% NSR production royalty.
Technical Report Summary (“TRS”) The Company has a 100% interest in the Livengood Gold Project, which as of December 31, 2023, 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.
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.
Table 1C: Pit constraining parameters used for resource estimates ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rock Rock Rock Rock Rock Rock Parameter ​ Unit ​ Type 4 ​ Type 5 ​ Type 6 ​ Type 7 ​ Type 8 ​ Type 9 Mining Cost ​ $/total mt 1.76 1.74 1.74 1.68 1.76 1.76 Au Cut-off ​ g/mt 0.21 0.20 0.25 0.25 0.33 0.33 Processing Cost ​ $/process mt 9.27 9.15 9.17 9.50 9.71 9.71 Au Recovery ​ % ​ 84 80 71 67 55 56 Administrative Cost ​ $/process mt 1.55 1.55 1.55 1.55 1.55 1.55 Royalty ​ % ​ 3 3 3 3 3 3 Au Selling Price ​ $/oz 1,650 1,650 1,650 1,650 1,650 1,650 Overall Slope Angle ​ Degrees 45 45 45 45 45 45 ​ 29 Table of Contents Table 2: Livengood Project mineral reserves ​ ​ ​ ​ ​ ​ ​ ​ ​ Ore Au Grade Contained Au Classification ​ Metric tons (Mmt) ​ (g/mt) ​ Koz Proven Reserves ​ ​ ​ ​ ​ ​ Rock Type 4 75.4 0.54 1,314 Rock Type 5 110.5 0.55 1,972 Rock Type 6 91.7 0.65 1,922 Rock Type 7 61.0 0.70 1,367 Rock Type 8 2.4 0.73 56 Rock Type 9 70.5 0.82 1,861 Total Proven Reserves 411.5 0.64 8,492 Probable Reserves Rock Type 4 2.5 0.48 39 Rock Type 5 4.0 0.47 62 Rock Type 6 3.0 0.99 94 Rock Type 7 4.8 0.98 152 Rock Type 8 0.3 0.76 6 Rock Type 9 3.9 1.26 159 Total Probable Reserves 18.5 0.86 512 Total Proven and Probable Reserves 430.1 0.65 9,004 1.
Table 1C: Pit constraining parameters used for resource estimates ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rock Rock Rock Rock Rock Rock Parameter ​ Unit ​ Type 4 ​ Type 5 ​ Type 6 ​ Type 7 ​ Type 8 ​ Type 9 Mining Cost ​ $/total mt 1.76 1.74 1.74 1.68 1.76 1.76 Au Cut-off ​ g/mt 0.21 0.20 0.25 0.25 0.33 0.33 Processing Cost ​ $/process mt 9.27 9.15 9.17 9.50 9.71 9.71 Au Recovery ​ % ​ 84 80 71 67 55 56 Administrative Cost ​ $/process mt 1.55 1.55 1.55 1.55 1.55 1.55 Royalty ​ % ​ 3 3 3 3 3 3 Au Selling Price ​ $/oz 1,650 1,650 1,650 1,650 1,650 1,650 Overall Slope Angle ​ Degrees 45 45 45 45 45 45 ​ 30 Table of Contents Table 2: Livengood Project mineral reserves ​ ​ ​ ​ ​ ​ ​ ​ ​ Ore Au Grade Contained Au Classification ​ Metric tons (Mmt) ​ (g/mt) ​ Koz Proven Reserves ​ ​ ​ ​ ​ ​ Rock Type 4 75.4 0.54 1,314 Rock Type 5 110.5 0.55 1,972 Rock Type 6 91.7 0.65 1,922 Rock Type 7 61.0 0.70 1,367 Rock Type 8 2.4 0.73 56 Rock Type 9 70.5 0.82 1,861 Total Proven Reserves 411.5 0.64 8,492 Probable Reserves Rock Type 4 2.5 0.48 39 Rock Type 5 4.0 0.47 62 Rock Type 6 3.0 0.99 94 Rock Type 7 4.8 0.98 152 Rock Type 8 0.3 0.76 6 Rock Type 9 3.9 1.26 159 Total Probable Reserves 18.5 0.86 512 Total Proven and Probable Reserves 430.1 0.65 9,004 1.
Readers are cautioned that the NI 43-101 reports filed on SEDAR+ by the Company in September of 2013, October of 2016, April 2017, and December 2021 are no longer considered current and should therefore no longer be relied upon by investors. 28 Table of Contents Mineral Resource and Reserve Estimates Table 1: Livengood Gold Project mineral resources estimate (exclusive of reserves) ​ ​ ​ ​ ​ ​ ​ ​ Classification Metric tons (Mmt) Au (g/mt) Contained Au (Koz) Measured 234.50 0.53 3,990.49 Indicated 40.01 0.49 629.61 Total Measured and Indicated 274.51 0.52 4,620.10 Inferred 15.98 0.40 206.98 1.
Readers are cautioned that the NI 43-101 reports filed on SEDAR+ by the Company in September of 2013, October of 2016, April 2017, and December 2021 are no longer considered current and should therefore no longer be relied upon by investors. 29 Table of Contents Mineral Resource and Reserve Estimates Table 1: Livengood Gold Project mineral resources estimate (exclusive of reserves) ​ ​ ​ ​ ​ ​ ​ ​ Classification Metric tons (Mmt) Au (g/mt) Contained Au (Koz) Measured 234.50 0.53 3,990.49 Indicated 40.01 0.49 629.61 Total Measured and Indicated 274.51 0.52 4,620.10 Inferred 15.98 0.40 206.98 1.
The Company may purchase 1% of the royalty for $1,000,000. Griffin Lease. A lease of three patented lode claims having an initial term of ten years commencing January 18, 2007, and continuing for so long thereafter as advance minimum royalties are paid.
The Company may purchase 1% of the royalty for $1,000,000. Griffin Lease. A lease of three patented lode claims having an initial term of ten years commencing January 18, 2007, and continuing for so long thereafter as minimum royalties are paid.
Reclamation of surface disturbance associated with exploration activities is conducted concurrently where required. 27 Table of Contents The Company has been conducting extensive, multi-disciplinary environmental baseline studies in and around the Project area since 2008 in order to understand the current environmental conditions and to allow Project design to be optimized to minimize potential environmental effects.
Reclamation of surface disturbance associated with exploration activities is conducted concurrently where required. 28 Table of Contents The Company has been conducting extensive, multi-disciplinary environmental baseline studies in and around the Project area since 2008 in order to understand the current environmental conditions and to allow Project design to be optimized to minimize potential environmental effects.
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, 2023. 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 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 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, 2023. 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 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.
Holders of State of Alaska mining claims are also required to pay a production royalty on all revenue received from minerals produced on state land during each calendar year. The production royalty rate is 3% of net income. Holders of federal unpatented mining claims are required to pay an annual rental of $165 per 20 acres.
Holders of State of Alaska mining claims are also required to pay a production royalty on all revenue received from minerals produced on state land during each calendar year. The production royalty rate is 3% of net income. Holders of federal unpatented mining claims are required to pay an annual rental of $200 per 20 acres.
The TRS, current as of December 31, 2023, 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, 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.
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 22 Table of Contents 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 100% owned Livengood Placers, Inc., a private Nevada corporation that is 100% owned by TH Alaska.
The Livengood Gold Project is also adjacent to the Alyeska Pipeline corridor, which transports crude oil from Prudhoe Bay south. This corridor contains a fiber optic communications cable utilized at the Livengood Gold Project. 21 Table of Contents Topography at the site is eroded hills and valleys with a general elevation difference of 200 m (656 feet).
The Livengood Gold Project is also adjacent to the Alyeska Pipeline corridor, which transports crude oil from Prudhoe Bay south. This corridor contains a fiber optic communications cable utilized at the Livengood Gold Project. Topography at the site is eroded hills and valleys with a general elevation difference of 200 m (656 feet).
Six of the diamond drill holes were drilled across the North-North-West-trending Core Zone in order to better understand the structural controls and to test the 25 Table of Contents depth continuity of the mineralization. This drilling confirmed that the Core Zone is the locus of a swarm of 0.2 - 1.0 m thick southerly dipping dikes.
Six of the diamond drill holes were drilled across the North-North-West-trending Core Zone in order to better understand the structural controls and to test the depth continuity of the mineralization. This drilling confirmed that the Core Zone is the locus of a swarm of 0.2 - 1.0 m thick southerly dipping dikes.
The Company may purchase all of the interest of the lessor in the leased property (including the production royalty) for $1,000,000. 23 Table of Contents Patented claims (undivided interests less than 100%) ● An undivided 203/240th interest in that certain patented placer mining claim known as the “Kinney Bench” claim, included within U.S.
The Company may purchase all of the interest of the lessor in the leased property (including the production royalty) for $1,000,000. Patented claims (undivided interests less than 100%) ● An undivided 203/240th interest in that certain patented placer mining claim known as the “Kinney Bench” claim, included within U.S.
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.
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.
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.
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.
The work completed by the Company during the 2023 field season was filed as assessment work, and the value of that work is sufficient to meet the assessment work requirements through September 1, 2027 on all State of Alaska mining claims.
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.
Samples are secured on site and transported to a sample preparation facility operated by ALS Chemex in Fairbanks. 26 Table of Contents Core materials are collected at the drill site and placed in core boxes. Run blocks, orientation blocks and depths are placed in the boxes at site.
Samples are secured on site and transported to a sample preparation facility operated by ALS Chemex in Fairbanks. Core materials are collected at the drill site and placed in core boxes. Run blocks, orientation blocks and depths are placed in the boxes at site.
The core is transported to a sample management facility at the Project, where it is described, then sawn in half. Half of the core is collected for assaying and half remains for reference. Core samples are weighed before shipping.
The core is transported to a sample management facility at the Project, where it is described, then sawn in half. Half of the core is collected for assaying and half remains for reference.
The Company has acquired a 40% interest in the mining claims subject to the lease, providing the Company with a 40% interest in the lease. Tucker Lease.
In 2019, the Company acquired a 40% interest in the mining claims subject to the lease, providing the Company with a 40% interest in the lease.
A lease of the AMHT mineral rights having a term commencing July l, 2004 and extending 19 years until June 30, 2023, subject to further extensions beyond June 30, 2023 by either (1) commercial production or (2) payment of an annual advance minimum royalty equal to 125% of the amount paid in year 19 and diligent pursuit of development.
A lease of the AMHT mineral rights having a term commencing July l, 2004 and extending 29 years until June 30, 2033, subject to further extensions beyond June 30, 2033 by either (1) commercial production or (2) payment of an annual advance minimum royalty and diligent pursuit of development.
Reference should be made to the full text of the TRS, incorporated herein by reference into this report. 20 Table of Contents LIVENGOOD GOLD PROJECT, ALASKA The Company currently holds, or has rights to acquire, ownership or leasehold interests in a group of adjacent mineral properties in Alaska that we collectively refer to as the “Livengood Gold Project.” The Livengood Gold Project is located approximately 113 km (70 miles) by road northwest of Fairbanks, Alaska and approximately 65 km (40 miles) north of the boundary of the Fairbanks North Star Borough as shown in Figure 1 below.
LIVENGOOD GOLD PROJECT, ALASKA The Company currently holds, or has rights to acquire, ownership or leasehold interests in a group of adjacent mineral properties in Alaska that we collectively refer to as the “Livengood Gold Project.” The Livengood Gold Project is located approximately 113 km (70 miles) by road northwest of Fairbanks, Alaska and approximately 65 km (40 miles) north of the boundary of the Fairbanks North Star Borough as shown in Figure 1 below.
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.
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.
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, 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.
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. The Company does not have any plant or equipment at the site, relying on contractors to perform the work.
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.
As of December 31, 2023, there were 9,970 acres included in the AMHT lease. Hudson/Geraghty Lease.
As of December 31, 2024, there were 12,986 acres included in the AMHT lease. Hudson/Geraghty Lease.
Carbonate appears to have been introduced with and subsequent to these stages. Arsenopyrite and pyrite were introduced primarily during the albite-quartz and sericite-quartz stages.
Carbonate appears to have been introduced with and subsequent to these stages. Arsenopyrite and pyrite were introduced primarily during the albite-quartz and sericite-quartz stages. Gold correlates strongly with arsenic and occurs primarily within and on the margins of arsenopyrite and pyrite.
The lease requires an advance minimum royalty of $20,000 on or before each anniversary date through January 18, 2017 and $25,000 on or before each subsequent anniversary (all of which minimum royalties are recoverable from production royalties). An NSR production royalty of 3% is payable to the lessors.
The lease requires a minimum royalty of $15,000 payable to the remaining third-party lessors on or before each anniversary date subsequent to January 18, 2017 (all of which minimum royalties are recoverable from production royalties). A production royalty of 1.8% NSR is payable to the remaining third-party lessors.
A net smelter return (“NSR”) production royalty of between 2.5% and 5.0% (depending upon the price of gold) is payable to the lessor with respect to the lands subject to this lease.
The lease requires minimum work expenditures and advance minimum royalties (all of which minimum royalties are recoverable from production royalties) which escalate annually with inflation. A net smelter return (“NSR”) production royalty of between 2.5% and 5.0% (depending upon the price of gold) is payable to the lessor with respect to the lands subject to this lease.
Internal Controls The Company’s geologic work program at Livengood was designed and was supervised by Chris Puchner, formerly Chief Geologist of the Company and a “qualified person” as defined in subpart 1300 of Regulation S-K. Mr. Puchner was responsible for all aspects of the work, including the quality control/quality assurance program.
Core samples are weighed before shipping. 27 Table of Contents Internal Controls The Company’s geologic work program at Livengood was designed and was supervised by Chris Puchner, formerly Chief Geologist of the Company and a “qualified person” as defined in subpart 1300 of Regulation S-K. Mr.
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. A few holes have been drilled in other directions to test other features and aspects of mineralization.
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. 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.
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.
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.
Livengood Gold Project Lands The Livengood Gold Project covers approximately 19,546 hectares (48,300 acres), all of which is controlled by the Company through its wholly-owned subsidiary, TH Alaska.
These include evaluating mine shops; process, water and tailing management facilities; power; access roads; administration offices; and camp facilities. Livengood Gold Project Lands The Livengood Gold Project covers approximately 19,546 hectares (48,300 acres), all of which is controlled by the Company through its wholly-owned subsidiary, TH Alaska.
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.
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.
In preliminary, non-binding discussions, the local utility in Fairbanks (Golden Valley Electrical Association) has indicated that 50-60 Megawatts of power could be available to the Livengood Gold Project. Livengood would be connected to the local grid by building an 82 km (50 miles) 230-kVA line along the pipeline corridor.
Fairbanks has an international airport serviced daily by up to three major airlines. In preliminary, non-binding discussions, the local utility in Fairbanks (Golden Valley Electrical Association) has indicated that 50-60 Megawatts of power could be available to the Livengood Gold Project.
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.
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.
ALS Chemex’s quality system complies with the requirements for the International Standards ISO 9001:2000 and ISO 17025:1999. Analytical accuracy and precision are monitored by the analysis of reagent blanks, reference material and replicate samples. Quality control is further assured by the use of international and in-house standards.
Analytical accuracy and precision are monitored by the analysis of reagent blanks, reference material and replicate samples. Quality control is further assured by the use of international and in-house standards. Finally, representative blind duplicate samples are forwarded to ALS Chemex and an ISO compliant third-party laboratory for additional quality control.
A group of 2,096 metallic screen fire assays performed in 2011 did not indicate any bias in the matching fire assays. On-site Project personnel photograph the core from each individual borehole prior to preparing the split core. Duplicate RC drill samples are collected with one split sent for analysis. Representative chips are retained for geological logging.
Among other methods, weights are tracked throughout the various steps performed in the laboratory to minimize and track errors. A group of 2,096 metallic screen fire assays performed in 2011 did not indicate any bias in the matching fire assays. On-site Project personnel photograph the core from each individual borehole prior to preparing the split core.
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. Fairbanks has an international airport serviced daily by up to three major airlines.
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.
Mineralization is controlled partly by lithologic units but thrust-fold architecture was key to providing pathways for intrusive and associated hydrothermal fluids. Local fault and contact limits to mineralization have been identified, but overall, the deposit has not been closed off in any direction.
Local fault and contact limits to mineralization have been identified, but overall, the deposit has not been closed off in any direction.
These include pre-numbered, pre-tagged, bar-coded bags, and bar-coded data entry methods which relate all information to sample and drill interval information. Likewise, data validation checks are run on all information used in the geologic modeling and resource estimation process.
Likewise, data validation checks are run on all information used in the geologic modeling and resource estimation process.
On-site personnel at the Project log and track all samples prior to sealing and shipping. All sample shipments are sealed and shipped to ALS Chemex in Fairbanks, Alaska, for preparation and then on to ALS Chemex in Reno, Nevada, or Vancouver, B.C., for assay.
All sample shipments are sealed and shipped to ALS Chemex in Fairbanks, Alaska, for preparation and then on to ALS Chemex in Reno, Nevada, or Vancouver, B.C., for assay. ALS Chemex’s quality system complies with the requirements for the International Standards ISO 9001:2000 and ISO 17025:1999.
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.
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.
The quality assurance/quality control program implemented by the Company meets or exceeds industry standards. A quality assurance/quality control program includes insertion of blanks and standards (1/10 samples) and duplicates (1/20 samples). Blanks help assess the presence of any contamination introduced during sample preparation and help calibrate the low end of the assay detection limits.
Puchner was responsible for all aspects of the work, including the quality control/quality assurance program. The quality assurance/quality control program implemented by the Company meets or exceeds industry standards. A quality assurance/quality control program includes insertion of blanks and standards (1/10 samples) and duplicates (1/20 samples).
Commercial standards are used to assess the accuracy of the analyses. Duplicates help assess the homogeneity of the sample material and the overall sample variance. The Company has undertaken rigorous protocols to assure accurate and precise results. Among other methods, weights are tracked throughout the various steps performed in the laboratory to minimize and track errors.
Blanks help assess the presence of any contamination introduced during sample preparation and help calibrate the low end of the assay detection limits. Commercial standards are used to assess the accuracy of the analyses. Duplicates help assess the homogeneity of the sample material and the overall sample variance. The Company has undertaken rigorous protocols to assure accurate and precise results.
The nearest community to Livengood Gold Project is the village of Minto, a town with a population of approximately 132 people located approximately 65 km (40 miles) southwest by road. The Fairbanks metropolitan area has a population of approximately 100,000 people, and comprises the regional center with hospitals, government offices, businesses and the University of Alaska, Fairbanks.
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.
Gold correlates strongly with arsenic and occurs primarily within and on the margins of arsenopyrite and pyrite. 24 Table of Contents 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 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.
Environmental baseline studies required for the electrical line construction started in 2011. The TRS describes the plans for the infrastructure required at the Livengood Gold Project. These include evaluating mine shops; process, water and tailing management facilities; power; access roads; administration offices; and camp facilities.
Livengood would be connected to the local grid by building an 82 km (50 miles) 230-kVA line along the pipeline corridor. Environmental baseline studies required for the electrical line construction started in 2011. The TRS describes the plans for the infrastructure required at the Livengood Gold Project.
Finally, representative blind duplicate samples are forwarded to ALS Chemex and an ISO compliant third-party laboratory for additional quality control. Data entry and database validation procedures have been checked and found to conform to industry practices. Procedures are in place to minimize data entry errors.
Data entry and database validation procedures have been checked and found to conform to industry practices. Procedures are in place to minimize data entry errors. These include pre-numbered, pre-tagged, bar-coded bags, and bar-coded data entry methods which relate all information to sample and drill interval information.
Removed
You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value.
Added
Reference should be made to the full text of the TRS, incorporated herein by reference into this report.
Removed
The Company’s book value of its investment in the Livengood Gold Project is $55,375,124 as of December 31, 2023.
Added
Upon commencement of commercial production, the option must be exercised. Tucker Lease.
Removed
Both requirements of (2) above have been satisfied through June 30, 2024. The lease requires minimum work expenditures and advance minimum royalties (all of which minimum royalties are recoverable from production royalties) which escalate annually with inflation.
Added
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.
Removed
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
Duplicate RC drill samples are collected with one split sent for analysis. Representative chips are retained for geological logging. On-site personnel at the Project log and track all samples prior to sealing and shipping.
Removed
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 added−0 removed2 unchanged
Biggest changeDuring the fiscal year ended December 31, 2023, 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. 30 Table of Contents PART II
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

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+0 added−0 removed84 unchanged
Biggest changeAs at February 29, 2024, there were 199,693,442 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, 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.
This summary assumes that all specific proposals to amend the Canadian Tax Act and regulations will be enacted as currently proposed, does not otherwise take into account any change in law or administrative policy or assessing practice, whether by judicial, governmental, legislative or administrative decision or action, and does not take into account other federal or provincial, territorial or foreign tax consequences, which may vary from the Canadian federal income tax considerations described herein. 31 Table of Contents This summary is of a general nature only, is not exhaustive of all Canadian federal income tax considerations, and it is not intended to be, nor should it be construed to be, legal or tax advice to any Non-Resident Holder of common shares and no representation with respect to Canadian federal income tax consequences to any Non-Resident Holder of common shares is made herein.
This summary assumes that all specific proposals to amend the Canadian Tax Act and regulations will be enacted as currently proposed, does not otherwise take into account any change in law or administrative policy or assessing practice, whether by judicial, governmental, legislative or administrative decision or action, and does not take into account other federal or provincial, territorial or foreign tax consequences, which may vary from the Canadian federal income tax considerations described herein. 32 Table of Contents This summary is of a general nature only, is not exhaustive of all Canadian federal income tax considerations, and it is not intended to be, nor should it be construed to be, legal or tax advice to any Non-Resident Holder of common shares and no representation with respect to Canadian federal income tax consequences to any Non-Resident Holder of common shares is made herein.
Currency Conversion Generally, for purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of common shares, including dividends, adjusted cost base and proceeds of dispositions must be determined in Canadian dollars using the daily exchange rate of the Bank of Canada on the particular date the particular amount arose or in certain situations, such other rate of exchange as acceptable to the Canada Revenue Agency. 32 Table of Contents Certain U.S.
Currency Conversion Generally, for purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of common shares, including dividends, adjusted cost base and proceeds of dispositions must be determined in Canadian dollars using the daily exchange rate of the Bank of Canada on the particular date the particular amount arose or in certain situations, such other rate of exchange as acceptable to the Canada Revenue Agency. 33 Table of Contents Certain U.S.
These rules are very complex and U.S. Holders are urged to consult their own tax advisers regarding the potential of making an election to mitigate the adverse consequences described above of the Company being classified as a PFIC. 34 Table of Contents Qualifying Electing Fund (“QEF”) Election . A U.S.
These rules are very complex and U.S. Holders are urged to consult their own tax advisers regarding the potential of making an election to mitigate the adverse consequences described above of the Company being classified as a PFIC. 35 Table of Contents Qualifying Electing Fund (“QEF”) Election . A U.S.
Holders should consult their own tax advisors to determine the foreign tax credit implications of owning common shares. 33 Table of Contents Sale, Exchange, or Other Disposition of Common Shares Subject to the passive foreign investment company rules discussed below, a U.S.
Holders should consult their own tax advisors to determine the foreign tax credit implications of owning common shares. 34 Table of Contents Sale, Exchange, or Other Disposition of Common Shares Subject to the passive foreign investment company rules discussed below, a U.S.
Holders are urged to consult their own tax advisors regarding the applicability of the Medicare tax in respect of their investment in our common shares. 35 Table of Contents Disclosure Requirements for Specified Foreign Financial Assets U.S.
Holders are urged to consult their own tax advisors regarding the applicability of the Medicare tax in respect of their investment in our common shares. 36 Table of Contents Disclosure Requirements for Specified Foreign Financial Assets U.S.
We believe that we likely were a PFIC for U.S. federal income tax purposes during the fiscal year ended December 31, 2023, 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, 2024, 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

36 edited+7 added−4 removed23 unchanged
Biggest changeFinancing activities during the year ended December 31, 2022 included the exercise of stock options. Proceeds of $290,290 were received on the issuance of 405,000 common shares. The Company had no cash flows from investing activities during the years ended December 31, 2023 and December 31, 2022.
Biggest changeThe 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.
The Company has a 100% interest in the Livengood Gold Project, which as of December 31, 2023, 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.
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.
The Company will require significant additional financing to continue its operations beyond the 2024 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.
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.
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, 2023, 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, 2024, the Company concluded that the recoverability of the mineral property assets exceeded the carrying value.
At December 31, 2023, 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.
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.
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 2024 fiscal year.
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.
The Company evaluates recoverability of its mineral property assets based on the undiscounted cash flows using the life of mine cash flows beginning 40 Table of Contents with production as stated in the TRS for the Livengood Gold Project, which uses a life of mine of approximately 21 years.
The Company evaluates recoverability of its mineral property assets based on the undiscounted cash flows using the life of mine cash flows beginning with production as stated in the TRS for the Livengood Gold Project, which uses a life of mine of approximately 21 years.
The Company had a foreign exchange loss of $30,754 during the year ended December 31, 2023 compared to a foreign exchange gain of $348,207 during the year ended December 31, 2022 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 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.
On March 8, 2024, the Company announced that the Board had approved a 2024 budget of $3.3 million and endorsed the associated 2024 work program to advance the Livengood Gold Project.
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.
The Company had no cash flows from financing activities during the year ended December 31, 2023. On January 22, 2024, the Company announced that it had completed the Private Placement pursuant to which it issued 3,807,911 common shares to existing major shareholders to raise gross proceeds of approximately $2.5 million.
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.
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.
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.
The average exchange rate during the year ended December 31, 2023 was C$1 to $0.7410 compared to C$1 to $0.7692 for the year ended December 31, 2022. 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, 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 following discussion highlights certain selected financial information and changes in operations between the year ended December 31, 2023 and the year ended December 31, 2022. 38 Table of Contents Share-based payment charges were $415,186 during the year ended December 31, 2023 compared to $448,474 during the year ended December 31, 2022.
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.
The TRS was prepared by independent third-party consultants. 37 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 Project 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 Project 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.
The Company has determined that the mineral resource estimate of August 20, 2021 remains current as of December 31, 2023. 2024 Outlook On January 22, 2024, 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 $2.5 million.
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.
The Company granted 526,984 deferred share units (“DSUs”) at an issue price of C$0.63 per DSU, 145,614 DSUs at an issue price of C$0.57 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 compared to 451,085 DSUs at an issue price of C$0.92 per DSU and 240,000 incentive stock options at an issue price of C$0.92 per option during the year ended December 31, 2022.
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.
Based on cash and cash equivalents on hand of $1,687,690 as of December 31, 2023 and estimated $2.2 million of net proceeds from the Private Placement, as at March 7, 2024, 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 $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.
The Company incurred a net loss of $3,397,969 for the year ended December 31, 2023 compared to a net loss of $3,041,693 for the year ended December 31, 2022.
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.
Year Ended December 31, 2023 compared to Year Ended December 31, 2022 The Company had cash and cash equivalents of $1,687,690 at December 31, 2023 compared to $4,847,429 at December 31, 2022.
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.
Results of Operations Summary of Quarterly Results ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ September 30, ​ June 30, ​ March 31, Description 2022 2022 2022 2022 Net loss ​ $ (832,181) ​ $ (295,260) ​ $ (1,200,279) ​ $ (713,973) Basic and diluted net loss per common share ​ $ (0.00) ​ $ (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 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.
The Company uses the Black-Scholes option pricing model to determine the grant date fair value of the awards. Compensation expense is measured at the grant date and recognized over the requisite service period, which is generally the vesting period.
The Company uses the Black-Scholes option pricing model to determine the grant date fair value of the awards. The fair value of performance leverage stock grants with market conditions is determined using a Monte Carlo simulation model. Compensation expense is measured at the grant date and recognized over the requisite service period, which is generally the vesting period.
The price of gold on December 31, 2023 was $2,063, or $249 and 14% higher than the price of $1,814 at December 31, 2022.
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.
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 Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of current market conditions.
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 $33,288 decrease in share-based payment charges during the year was mainly the result of equity compensation issued or granted to certain officers and employees of the Company at a lower issue price during the year ended December 31, 2023 as compared to the year ended December 31, 2022.
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 Private Placement consisted of 3,807,911 common shares of the Company, representing approximately 1.9% of the 195.9 million common shares issued and outstanding prior to the completion of the Private Placement, at a price of $0.664 per common share, the closing price of the Company’s common shares on the NYSE American on January 12, 2024.
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.
As at December 31, 2023, the Company had working capital of $1,757,465 compared to working capital of $4,711,616 at December 31, 2022. 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 2024 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 2025 work plan.
The increase of $15,990 is primarily due to increased travel requirements. Excluding share-based payment charges of $5,711 and $8,428 for the years ended December 31, 2023 and 2022, respectively, investor relations decreased to $45,809 for the year ended December 31, 2023 from $57,163 for the year ended December 31, 2022.
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.
The decrease of $11,355 is primarily due to reduced participation in investor relations conferences. Excluding share-based payment charges of $79,960 and $117,994 for the years ended December 31, 2023 and 2022, respectively, wages and benefits decreased to $741,529 for the year ended December 31, 2023 from $796,084 for the year ended December 31, 2022.
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.
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. Mineral property costs are expensed as 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. 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 Private Placement was taken up by current institutional shareholders of the Company, Paulson & Co. Inc., Sprott Asset Management USA, Inc., and Kopernik Global Investors, LLC on behalf of Heptagon plc Kopernik Global All-Cap Equity Fund. The Company intends to use the net proceeds of the Private Placement for general working capital purposes.
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.
All DSUs granted in each of these years were fully vested upon issuance. All options vest one-third on the grant date, one-third on the first anniversary, and one-third on the second anniversary. At December 31, 2023, there was $46,265 of unrecognized compensation expense related to non-vested options outstanding.
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.
Share-based payment charges were allocated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Year Ended ​ ​ December 31, ​ December 31, Expense category: 2023 2022 Consulting ​ $ 329,515 ​ $ 322,052 Investor relations ​ 5,711 ​ 8,428 Wages and benefits ​ 79,960 ​ 117,994 ​ ​ $ 415,186 ​ $ 448,474 ​ Professional fees were $267,056 for the year ended December 31, 2023 compared to $226,439 for the year ended December 31, 2022.
Share-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.
The 2024 work program will advance the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting, as well as advance community engagement. The Company remains open to a strategic alliance to help support the future development of the Project while considering all other appropriate financing options.
The Company remains open to a strategic alliance to help support the future development of the Project while considering all other appropriate financing options.
Livengood Gold Project Developments On March 8, 2023, the Company announced that the Board had approved a 2023 work program that advanced the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting, as well as advanced community engagement.
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.
Total commitments for years 2024 through 2029 for mineral property leases and mining claim government fees are $3,324,780 and $1,237,290, respectively.
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.
Removed
The increase of $40,617 is primarily due to increased legal fees of $54,660 partially offset by reduced audit and tax services due to timing of $12,849 and reduced XBRL costs of $1,194. Travel costs were $45,925 for the year ended December 31, 2023 compared to $29,935 for the year ended December 31, 2022.
Added
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.
Removed
The decrease of $54,555 is primarily due to payroll-related benefit accruals as at December 31, 2023. Excluding share-based payments, all other operating expense categories reflected only moderate changes period over period. Other items amounted to other income of $88,532 during the year ended December 31, 2023 compared to other income of $404,346 during the year ended December 31, 2022.
Added
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.
Removed
As at December 31, 2023, the Company reported cash and cash equivalents of $1,687,690 compared to $4,847,429 at December 31, 2022.
Added
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.
Removed
The decrease of approximately $3.2 million resulted mainly from planned expenditures on operating activities during the year ended December 31, 2023. 39 Table of Contents Our anticipated expenditures for year 2024 are approximately $3.3 million, including $539,528 for mineral property leases and $206,215 for mining claim government fees.
Added
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
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
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.
Added
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.

Other THM 10-K year-over-year comparisons