Fortitude Gold Corp: Form 10-Q for the period ended Sep 30, 2025

We are a Colorado corporation and our subsidiaries are GRC Nevada Inc. (“GRCN”), Walker Lane Minerals Corp. (“WLMC”), County Line Holdings Inc. (“CLH”), County Line Minerals Corp. (“CLMC”), and Golden Mile Minerals Corp. (“GMMC”). WLMC, CLH, CLMC and GMMC are wholly-owned subsidiaries of GRCN. We are a mining company which pursues gold and silver projects that are expected to have both low operating costs and high returns on capital. We are presently focused on mineral production from our Isabella Pearl Mine in Nevada. The ore mined at Isabella Pearl is processed on site at our processing facilities and sold to a refiner as doré, which contains precious metals of gold and silver. We also continue exploration and evaluation work on our portfolio of other precious metal properties in Nevada and continue to evaluate other properties for possible acquisition.

In February 2021, we began trading on the OTC Market “pink sheets” operated by the OTC Markets Group and subsequently up listed to the OTCQB on March 5, 2021 with a symbol change to “FTCO”.

The following discussion summarizes our results of operations for the three and nine months ended September 30, 2025 and 2024. It also analyzes our financial condition at September 30, 2025. This discussion should be read in conjunction with the management’s discussion and analysis and the audited consolidated financial statements and footnotes for the year ended December 31, 2024 contained in our annual report on Form 10-K for the year ended December 31, 2024.

The discussion also presents certain financial measures that are not prepared in accordance with U.S. Generally Accepted Accounting Principles (“Non-GAAP”) but which are important to management in its evaluation of our operating results and are used by management to compare our performance with what we perceive to be peer group mining companies and are relied on as part of management’s decision-making process. Management believes these measures may also be important to investors in evaluating our performance. For a detailed description of each of the non-GAAP financial measures, please see the discussion below under Non-GAAP Measures.

See Forward-Looking Statements at the end of this Item 2 for important information regarding statements contained herein.

Third Quarter 2025 Financial Results and Highlights

• $4.7 million net sales
• $0.2 million net income or $0.01 per share
• $11.7 million cash balance at September 30, 2025
• 1,384 gold ounces produced
• $28.5 million working capital at September 30, 2025
• $2.5 million mine gross profit
• $1.6 million exploration expenditures
• $1,244 total cash cost after by-product credits per gold ounce sold
• $1,956 per ounce total all-in sustaining cost
• $0.7 million dividends paid
• 619 ounces of gold rounds/bullion at September 30, 2025

Operating Data: The following tables summarize certain information about our operations at our Isabella Pearl Mine for the periods indicated:

(1) The difference between what we report as “metal production” and “metal sold” is attributable to the difference between the quantities of metals contained in the doré we produce versus the portion of those metals for which we received payment according to the terms of our sales contracts. Differences can also arise from inventory changes incidental to shipping schedules, or variances in ore grades and recoveries which impact the amounts of metals contained in doré produced and sold.

During the three months ended September 30, 2025 and 2024, we produced 1,384 and 4,220 ounces of gold, respectively. The decreased production in the third quarter of 2025 is primarily due to lower leach pad recoveries due to overall lower-grade ore mined and delays in permitting our next targeted mine build at County Line. Mining and placement of ore on the heap leach pad was limited to lower grade ore being mined from the early stages of the Phase 5 area of the Isabella Pearl deposit.

During the nine months ended September 30, 2025 and 2024, we produced 4,664 and 12,353 ounces of gold, respectively. The decreased production in 2025 is primarily due to lower leach pad recoveries due to overall lower-grade ore mined and delays in permitting our next targeted mine build at County Line. Mining and placement of ore on the heap leach pad was limited to lower grade ore being mined from the Civit Cat area of the Isabella Pearl deposit and the utilization of the low-grade ore stockpile as we began removing the waste for Phase 5 at Isabella Pearl during the second quarter.

(1) Average metal prices realized vary from the market metal prices due to final settlement adjustments from our provisional invoices when they are settled. Our average metal prices realized will therefore differ from the market average metal prices in most cases.

Cash cost after by-product credit increased due mainly to lower sales volumes.

Consolidated Results of Operations – Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Sales, net. For the three months ended September 30, 2025, consolidated sales, net were $4.7 million as compared to $10.2 million for the same period in 2024. The decrease is mainly attributable to lower sales volumes, partially offset by higher average sales price. Third quarter 2025 gold sales volumes decreased 67%, while the average realized price for gold increased 41%, from the same period in 2024.

Lower sales volumes during the three months ended September 30, 2025, were the result of decreased production which was primarily due to lower leach pad recoveries due to overall lower-grade ore mined, and delays in permitting our next targeted mine build at County Line. Mining and placement of ore on the heap leach was primarily from the remaining lower grade mineralized oxide areas of the Isabella Pearl deposit and the utilization of the low-grade ore stockpile.

Mine cost of sales. For the three months ended September 30, 2025, mine cost of sales totaled $2.2 million compared to $5.5 million for the same period in 2024. The change is mainly attributable to lower production costs and depreciation and amortization expenses due to a decrease in sales volumes, as discussed above.

Mine gross profit. For the three months ended September 30, 2025, we recorded $2.5 million mine gross profit compared to $4.8 million mine gross profit for the same period in 2024. The decrease is primarily attributable to lower sales, as discussed above, and increased cost per ounce due to waste mining for Isabella Pearl Phase 5 and lower-grade ore mined.

General and administrative. For the three months ended September 30, 2025, general and administrative expenses were $1.3 million as compared to $1.7 million in the same period in 2024. The decrease is primarily attributable to a decrease in employee compensation to preserve capital due to permit delays of our next targeted mine build at County Line.

Exploration expenses. For the three months ending September 30, 2025, property exploration expenses of $1.6 million as compared to $2.7 million for the same period of 2024. The decrease is primarily due to decreased exploration spending to preserve capital due to permit delays of our next targeted mine build at County Line. Exploration spending in the third quarter of 2025 primarily related to exploration, hydrogeological investigations, and permitting studies at East Camp Douglas, County Line and the Isabella Pearl trend properties.

Other income, net. For the three months ending September 30, 2025, other income of $0.5 million did not materially change compared to $0.5 million from the same period of 2024.

Mining and income tax benefit. For the three months ended September 30, 2025, income and mining tax benefit of $0.1 million did not materially change from the same period in 2024. See Note 6 to the Condensed Consolidated Financial Statements.

Net income. For the three months ended September 30, 2025, we recorded a net income of $0.2 million as compared to $0.9 million in the corresponding period for 2024. The decrease is due to the changes in our consolidated results of operations as discussed above.

Consolidated Results of Operations – Nine months Ended September 30, 2025 Compared to Nine months Ended September 30, 2024

Sales, net. For the nine months ended September 30, 2025, consolidated sales, net were $16.1 million as compared to $28.0 million for the same period in 2024. The decrease is attributable to lower sales volumes, partially offset by higher average sales price. For the nine months ending September 30, 2025, gold sales volumes decreased 58% in 2025, while the average realized price for gold increased 37%, from the same period in 2024.

Lower sales volumes during the nine months ended September 30, 2025, were the result of decreased production which was primarily due to lower leach pad recoveries due to overall lower-grade ore mined, and delays in permitting our next targeted mine build at County Line. Mining and placement of ore on the heap leach was primarily from the remaining lower grade mineralized oxide areas of the Isabella Pearl deposit and the utilization of the low-grade ore stockpile.

Mine cost of sales. For the nine months ended September 30, 2025, mine cost of sales totaled $7.7 million compared to $14.2 million for the same period in 2024. The change is mainly attributable to lower production costs and depreciation and amortization expenses due to a decrease in sales volumes, as discussed above.

Mine gross profit. For the nine months ended September 30, 2025, we recorded $8.4 million mine gross profit compared to $13.8 million mine gross profit for the same period in 2024. The decrease is primarily attributable to lower sales, as discussed above, and increased cost per ounce due to waste mining for Isabella Pearl Phase 5 and lower-grade ore mined.

General and administrative. For the nine months ended September 30, 2025, general and administrative expenses were $3.8 million as compared to $4.2 million in the same period in 2024. The decrease is primarily attributable to a decrease in employee compensation to preserve capital due to permit delays of our next targeted mine build at County Line.

Exploration expenses. For the nine months ending September 30, 2025, property exploration expenses were $4.3 million as compared to $10.6 million for the same period of 2024. The decrease is primarily due to decreased exploration spending to preserve capital due to permit delays of our next targeted mine build at County Line. Exploration spending in 2025 primarily related to exploration, hydrogeological investigations, and permitting studies at East Camp Douglas, County Line and the Isabella Pearl trend properties.

Other income, net. For the nine months ending September 30, 2025, other income totaled $2.1 million as compared to $1.7 million for the same period of 2024. The change is due to an increase in unrealized gains on our gold and silver bullion/rounds as a result of increasing gold and silver prices and a gain on retirement of debt, offset by a decrease in interest income.

Mining and income tax expense (benefit). For the nine months ended September 30, 2025, income and mining tax expense was $0.1 million as compared to $0.1 million income and mining tax (benefit) for the same period in 2024. The increase is the result of our higher income before income and mining taxes. See Note 6 to the Condensed Consolidated Financial Statements.

Net income. For the nine months ended September 30, 2025, we recorded net income of $2.3 million as compared to $0.8 million in the corresponding period for 2024. The increase is due to the changes in our consolidated results of operations as discussed above.

Non-GAAP Measures

Throughout this report, we have provided information prepared or calculated according to U.S. GAAP and have referenced some non-GAAP performance measures which we believe will assist with understanding the performance of our business. These measures are based on precious metal gold equivalent ounces sold and include cash cost before by-product credits per ounce, total cash cost after by-product credits per ounce, and total all-in sustaining cost per ounce (“AISC”). Because the non-GAAP performance measures do not have any standardized meaning prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with U.S. GAAP. These non-GAAP measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP.

Revenue generated from the sale of silver is considered a by-product of our gold production for the purpose of our total cash cost after by-product credits for our Isabella Pearl Mine. We periodically review our revenues to ensure that our reporting of primary products and by-products is appropriate. Because we consider silver to be a by-product of our gold production, the value of silver continues to be applied as a reduction to total cash costs in our calculation of total cash cost after by-product credits per precious metal gold equivalent ounce sold. Likewise, we believe the identification of silver as by-product credits is appropriate because of its lower individual economic value compared to gold and since gold is the primary product we produce.

Total cash cost, after by-product credits, is a measure developed by the World Gold Institute to provide a uniform standard for comparison purposes. AISC is calculated based on the current guidance from the World Gold Council.

Total cash cost before by-product credits includes all direct and indirect production costs related to our production of metals (including mining, crushing and conveying and other plant facility costs, royalties, and site general and administrative costs) plus treatment and refining costs.

Total cash cost after by-product credits includes total cash cost before by-product credits less by-product credits, or revenues earned from silver.

AISC includes total cash cost after by-product credits plus other costs related to sustaining production, including sustaining allocated general and administrative expenses and sustaining capital expenditures. We determined sustaining capital expenditures as those capital expenditures that are necessary to maintain current production and execute the current mine plan.

Cash cost before by-product credits per ounce, total cash cost after by-product credits per ounce and AISC are calculated by dividing the relevant costs, as determined using the cost elements noted above, by gold ounces sold for the periods presented.

Reconciliations to U.S. GAAP

The following table provides a reconciliation of total cash cost after by-product credits to total mine cost of sales (a U.S. GAAP measure) as presented in the Consolidated Statements of Operations:

(in thousands)

The following table presents the non-GAAP measures of total cash cost and AISC:

(in thousands, except ounces sold and cost per precious metal gold equivalent ounce sold)

(1) Production cost plus treatment and refining charges.

(2) Please see the tables below for a summary of our by-product revenue and by-product credit per precious metal equivalent ounces sold.

(3) Sustaining capital expenditures and sustaining exploration expenses divided by gold ounces sold.

The following tables summarize our by-product revenue and by-product credit gold ounce sold:

(in thousands)

Liquidity and Capital Resources

As of September 30, 2025, we had a cash position of $11.7 million compared to $27.1 million at December 31, 2024. The change is primarily due to decreased cash from operations, exploration spending and dividends paid.

As of September 30, 2025, we had working capital of $28.5 million compared to $37.7 million at December 31, 2024. Our working capital balance fluctuates as we use cash to fund our operations, financing and investing activities, including exploration, mine development and income taxes. With our working capital balance as of September 30, 2025, we believe that our liquidity and capital resources are adequate to fund our operations, exploration, capital, and corporate activities for the next twelve months.

Net cash used in operating activities for the nine months ended September 30, 2025 was $8.5 million, compared to $6.4 million for nine months ended September 30, 2024. The change is primarily due to increases in inventory, accounts receivable and other non-current assets, partially offset by decreases in income and mining taxes payable and accounts payable.

Net cash used in investing activities for the nine months ended September 30, 2025, was $1.3 million compared to $3.3 million during the same period in 2024. The decrease is primarily due to less capital expenditures.

Net cash used in financing activities for the nine months ended September 30, 2025 totaling $5.6 million compared to $8.6 million during the same period in 2024. The decrease is primarily attributable to lower dividends due to the decreased dividend beginning in May 2025.

Development and Exploration Activities

Isabella Pearl Mine: During the third quarter, operations continued at the Isabella Pearl (“IP”) Mine open-pit and heap leach operations. A mapping and sampling campaign continued in the vicinity of the IP Mine to further understand the structures that are exposed on the surface. A Minor Modification to the IP Mine Plan of Operations was approved in third quarter by the Bureau of Land Management (“BLM”) and Nevada Division of Environmental Protection (“NDEP”) Bureau of Mining Regulation and Reclamation (“BMRR”) that provided approvals to increase the authorized project area boundary, complete a Phase 3 expansion of the heap leach pad, build a public access reroute north of the main Project components, and create surface disturbance in the Scarlet South mineralized area. Geochemical studies are still ongoing in coordination with the NDEP BMRR to obtain authorization to mine the Scarlet South pit.

County Line property: The County Line Mine was approved by the BLM and NDEP in September 2025 and the project now has all permits needed to build and operate this new mine. Planning and ground preparation were underway for the drilling of a water well in the fourth quarter. A resource estimation update for the County Line main pit area and East Zone pit area is scheduled to commence in the fourth quarter.

East Camp Douglas property: The Exploration Plan of Operations/Nevada Reclamation Permit application is still in review with the BLM and NDEP BMRR. Comment responses were completed during the third quarter and ongoing coordination with BLM to confirm completeness of required baseline resource studies continue.

Golden Mile property: During the third quarter, Material Characterization studies of waste rocks were initiated using core from previous drilling to meet the characterization requirements of NDEP. In addition, interpretation of the hydrogeological results was advanced. The Golden Mile Project continues to be included on the FAST-41 Transparency Dashboard. The Fast-41 program increases transparency through the publication of project-estimated timetables with completion dates for federal authorizations and environmental reviews.

Accounting Developments

For a discussion of recently adopted and recently issued accounting pronouncements, please see Note 2 to the Condensed Consolidated Financial Statements.

Forward-Looking Statements

This report contains or incorporates by reference “forward-looking statements,” as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:

• statements about our future exploration, permitting, production, development, and plans for development of our properties
• statements concerning the benefits that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as receipt of proceeds, decreased expenses and prevented expenses and expenditures
• statements of our expectations, beliefs, future plans and strategies, our targets, exploration activities, anticipated developments and other matters that are not historical facts

These statements may be made expressly in this document or may be incorporated by reference from other documents that we will file with the SEC. You can find many of these statements by looking for words such as “believes,” “expects,” “targets,” “anticipates,” “estimates,” “proposes,” or similar expressions used in this report or incorporated by reference in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference, is a statement of our present intention and is based on present facts and assumptions, which may change at any time and without notice, based on changes in such facts or assumptions.

Risk Factors Impacting Forward-Looking Statements

The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in other reports we have filed with the SEC, including our Form 10-K for the year ended December 31, 2024, and the following:

• Permit timing due to the Bureau of Land Management (“BLM”) permit backlog caused by the Biden administration
• The BLM and Nevada Division of Environmental Protection staffing shortages
• Changes in the worldwide price for gold and/or silver
• Inflationary pressures and supply chain disruptions, with particular consideration on the outlook for increased costs specific to labor, materials, consumables and fuel and energy on operations
• Government shutdowns and freezes on issuing resource permits
• Political and regulatory risks
• Untimely permit issuance
• Volatility in the equities markets
• Adverse results from our exploration or production efforts
• Producing at rates lower than those targeted
• Weather conditions, including unusually heavy rains
• Earthquakes or other unforeseen ground movements impacting mining or processing
• Failure to meet our revenue or profit goals or operating budget
• Technological innovations by competitors or in competing technologies
• Cybersecurity threats
• Investor perception of our industry or our prospects
• Lawsuits
• General economic trends

Disclosure Controls and Procedures

As required by Rule 15d-15 under the 1934 Act, as of September 30, 2025, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer). Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the 1934 Act) during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.