Hycroft Mining Holding Corp: Form 10-Q for the period ended Sep 30, 2025

The following discussion, which has been prepared based on information available to us as of October 27, 2025, provides information we believe is relevant to an assessment and understanding of our consolidated operating results and financial condition. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025 (the “Financial Statements”) and the notes thereto (the “Notes”) included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2025, as well as our other reports filed with the Securities and Exchange Commission (“SEC”) from time to time, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2024. Terms not defined herein have the same meaning defined in the Financial Statements and the Notes.

Introduction to the Company

We are a U.S.-based gold and silver exploration and development company that owns the Hycroft Mine in Nevada. Our focus is on exploring the mine’s approximate 64,000 acres of claims and developing the project in a safe, environmentally responsible, and cost-effective way. Pre-commercial scale mining activities were started in the fourth quarter of 2019, subsequently halted in November 2021, and we completed processing the gold and silver ore previously placed on leach pads by December 2022. We do not anticipate significant revenues from gold and silver sales until we complete the necessary technical work and resume mining operations.

Health and Safety

We believe safety is a core value and support that belief through our philosophy of safe work performance. Our mandatory mine safety and health programs include employee engagement and ownership of safety performance, accountability, employee and contractor training, risk management, workplace inspection, emergency response, accident investigation, anti-harassment, and program auditing. This integrated approach is essential to ensure that our employees, contractors, and visitors operate safely.

We reported no lost time incidents during the nine months ended September 30, 2025, and continue to operate in excess of 1.3 million man-hours without a lost time incident. The Hycroft Mine’s total recordable injury frequency rate (“TRIFR”) for the trailing 12 months, which includes other reportable incidents, is one of the metrics we use to assess safety performance, and it is well below industry averages and significantly below pre-2021 historical levels experienced at the Hycroft Mine. During the nine months ended September 30, 2025, we continued our critical focus on safety, including allocating additional personnel, resources, workforce time, and communications to mine safety. These actions contributed to maintaining a TRIFR of 0.00 at both September 30, 2025 and December 31, 2024. Also, the Nevada Mining Association (“NVMA”) awarded Hycroft the 2025 first place NVMA Operator Safety Award for small surface mines. We will continue to evolve our safety efforts as needed to keep our workforce, contractors, and visitors safe.

Executive Summary

During the third quarter of 2025, the Company began the next phase of drilling with the 2025 – 2026 Exploration Drill Program on the high-grade silver dominant zones in Brimstone and Vortex and continued the metallurgical and variability test work in preparation for mine planning and completion of the new technical report. The metallurgical and variability test work is a continuation of the March 2023 Hycroft Property Initial Assessment Technical Report Summary Humboldt and Pershing Counties, Nevada (“2023 Hycroft TRS”), which was completed utilizing a conventional crushing, grinding, and flotation circuit that generates a concentrate to be fed to a pressure oxidation autoclave facility commonly used for refractory gold ores. The Company also focused on strengthening its balance sheet primarily by reducing debt, and as summarized below, the Company eliminated its debt on October 15, 2025. The Company is well positioned to fund the advancement of the Hycroft Mine and it will continue to explore other strategic initiatives to enhance stockholder value.

On May 31, 2024, the Company replaced its at-the-market offering program with a $100.0 million at-the-market public offering program (the “New ATM Program”). Through the New ATM Program, the Company sold 871,236 and 979,308 shares of common stock, generating net proceeds of $5.2 million and $5.5 million, during the three and nine months ended September 30, 2025, respectively. As of September 30, 2025 and December 31, 2024, $92.1 million and $97.8 million, respectively, gross sales price of common stock remained available for issuance under the New ATM Program. The net proceeds from the New ATM Program have been, and are expected to be, used for general corporate purposes, which may include: (i) the repayment, refinancing, redemption, or repurchase of existing indebtedness, (ii) exploration, (iii) working capital, or capital expenditures and (iv) other investments. See Note 13 – Stockholders’ Equity for additional information regarding the New ATM Program.

On June 12, 2025, the Company announced a public offering (“the June 2025 Offering”) of 12,500,000 Units of the Company at a public offering price of $3.50 per Unit. Each Unit consisted of one share of common stock of the Company and one-half of one common stock purchase warrant (each whole warrant, a “2025 3-Year Warrant”). Each 2025 3-Year Warrant is exercisable to purchase one share of common stock of the Company at a price of $4.20 per share, exercisable for a period of P36M.. The shares of common stock and warrants were issued separately but could only be purchased together in the June 2025 Offering. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 1,875,000 Units (comprised of 1,875,000 additional shares of common stock and 937,500 additional warrants), shares of common stock, warrants, or any combination thereof, at the underwriters’ discretion, so long as the aggregate number of shares of common stock and warrants that may be issued under the option does not exceed 1,875,000 shares of common stock and 937,500 warrants. On June 12, 2025, the underwriters exercised a portion of their over-allotment option to purchase 937,500 2025 3-Year Warrants at a price of $0.02 per warrant.

The June 2025 Offering closed on June 13, 2025, and the Company received net proceeds of $40.3 million, after deducting underwriting discounts and $0.4 million of expenses incurred in connection with the June 2025 Offering.

On July 11, 2025, the underwriters exercised an additional portion of their over-allotment option to purchase 1,324,117 shares of common stock at $3.49 per share for additional net proceeds of $4.3 million, after deducting underwriting discounts and expenses payable by the Company in connection with the June 2025 Offering.

On September 2, 2025, the Company entered into securities purchase agreements with three accredited investors to issue and sell 14,017,056 units of the Company (the “Units”) for a purchase price of $4.2805 per Unit pursuant to a non-brokered private placement (the “2025 Private Placement”), resulting in a total purchase price of $60.0 million. Each Unit consisted of one share of common stock and one-half of one warrant to purchase one share of common stock. Each warrant is exercisable to purchase one share of common stock of the Company at a price of $6.00 per share with a P2Y exercise period (each whole warrant a “2025 2-Year Warrant”), and is subject to mandatory exercise in the event that, during such two-year period, the volume weighted average price of the common stock has been at least $8.00 per share, subject to adjustment, for a period of at least 20 trading days within the 30 trading day period ending on the third business day prior to the date on which notice of the redemption is given, as further detailed in the warrant. The Company intends to use the net proceeds from the 2025 Private Placement for further exploration, working capital and general corporate purposes.

In September 2025, there were 532,625 of the 2025 3-Year Warrants exercised at the warrant exercise price of $4.20 per warrant, raising additional net proceeds of $2.2 million.

On October 9, 2025, the Company announced a proposed public underwritten offering of approximately $100 million (the “October 2025 Offering"). Later on October 9, 2025, the Company announced the pricing of the October 2025 Offering of 23,076,924 shares at a public offering price of $6.50 per share for approximately $150.0 million before underwriting commissions and net issuance expenses, and the Company also granted the underwriters an overallotment option for a period of 30 days to purchase up to an additional 3,295,076 shares from the Company, representing approximately 14.28% of the number of shares sold under the October 2025 Offering, at the public offering price, less underwriting discounts and commissions and net issuance expenses. After the market closed on October 9, 2025, the underwriters exercised the entire overallotment option for additional gross proceeds of $21.4 million. The October 2025 Offering closed on October 14, 2025, generating approximately $163.6 million net proceeds after underwriting discounts, commissions and net issuance expenses (including the net proceeds from the exercised overallotment option).

On October 15, 2025, the Company made payments totaling $125.5 million to fully extinguish its remaining debt, including accrued interest. The Company first prepaid the outstanding $15.0 million principal balance of its first lien debt, along with $0.1 million in accrued interest. Subsequently, pursuant to Note Repurchase Agreements with each of the 17 then-current holders of its 10% Senior Secured Notes due 2027 (the “Purchased Notes”), the Company repurchased $120.8 million in principal and $0.5 million in accrued paid-in-kind interest for $110.4 million, reflecting a 9% discount to face value.

Recent Developments

Exploration drilling

During the nine months ended September 30, 2025, the Company began drilling under the 2025 – 2026 Exploration Drill Program which is focused on expanding the new high-grade silver mineral systems. Approximately 2,450 meters of drilling have been completed on five exploration holds since August 3, 2025, in the high-grade silver systems. Assay results from these holes are pending. Drilling in the Brimstone zone is supported by the Induced Polarization (IP) geophysics program which identified a large chargeability and resistivity anomaly indicating a potential feeder system at 400 to 500 meters depth. The anomaly feature is being drilled currently with results expected in the fourth quarter of 2025. The Vortex zone is also being drilled to follow up the 2024 high grade silver intercepts at structural intersections to establish vertical continuity and lateral growth. The exploration team also continues to refine the structural framework as supported by drilling and mapping programs into an updated geologic model. Additionally, the team is building on work completed in the first half of 2025 with integration of geochemistry, mapping and geophysics which has been the foundation for the 2025-2026 Exploration Drill Program.

Metallurgical and variability test work

During the nine months ended September 30, 2025, the Company advanced with metallurgical work and engineering work necessary for designing a sulfide milling operation. The Company has been testing composite samples from around the ore body that represent the various material characteristics in the sulfide ore. Crushing, grinding, flotation, pressure oxidation and leaching work has identified significant improvements in gold and silver recoveries compared to the current technical report. The Company’s test work for identifying the optimal inputs and operating parameters for roasting, sulfuric acid generation, and power co-generation work is continuing in 2025. Process plant flow sheets, equipment selection, plant layout, water management, and other designs continued to be developed. Once the Company completes the metallurgical roasting testing, it will conduct trade-off studies using the test results to assess whether roasting technology could offer superior project economics compared to pressure oxidation technology for the Hycroft Mine.

2025 Outlook

The Company’s current plan is to operate safely and environmentally responsibly while advancing exploration, targeting high-grade opportunities, and completing technical studies and data analyses. Key 2025 plans include assessing the potential for a high-grade underground mining scenario, assessing the potential for recovering gold and silver potentially mining leachable oxide and transition ore, executing a follow-up exploration program to expand high-grade silver mineralization, finalizing engineering and trade-off studies, and reviewing district exploration targets to unlock broader mineral resource potential.

The 2025-2026 Exploration Drill Program will continue focusing on expanding the high-grade silver systems which began in early August 2025, with approximately 2,450 meters drilled through September 30, 2025. The 2025-2026 Exploration Drill Program contemplates core drilling approximately 14,500 meters in total, and includes assays, geophysics, geochemistry, and other step out exploration in newly identified target areas east of Brimstone, including the Manganese and Peterson targets. The 2025-2026 Exploration Drill Program aims to extend these systems along dip and along strike as both systems remain open in all directions and at depth. As a result of the recent financing, the Company will soon be expanding the 2025-2026 Exploration Drill Program to include two additional core drill rigs.

Considering increased gold and silver prices, the Company is evaluating re-starting a heap leaching operation within the permitted plan. The Company’s current resource includes heap leach material and at current gold and silver prices, along with additional infill drilling, the Company could potentially convert material that is considered waste to economic heap leach material. Additionally, the historic Crofoot leach pad is believed to contain significant residual gold and silver values. The Company is conducting technical and economic analyses to evaluate the feasibility of rehandling and leaching that material.

Trade-off studies and alternative analyses will continue in 2025, evaluating sulfide conversion processes including pressure oxidation and roasting to optimize gold and silver recoveries and explore additional by-product revenue streams. These efforts will support the development of optimal process flow sheets, with an updated technical report.

The Company remains committed to maintaining and developing the Hycroft Mine and strengthening its balance sheet to support these initiatives.

Results of Operations

Operating expenses (in thousands)

Exploration and development costs

During the three and nine months ended September 30, 2025, Exploration and development costs totaled $4.0 million and $9.3 million, respectively, as compared to $4.7 million and $14.6 million, respectively, for the same period of 2024, as the Company focused on incorporating the 2024 drill program results and refining the structural framework and mapping programs into an updated geologic model with drilling restarted in early August 2025.

General and administrative costs

During the three and nine months ended September 30, 2025, General and administrative costs totaled $2.6 million and $9.0 million, respectively, as compared to $4.4 million and $11.2 million, respectively, for the same period of 2024, with activities remaining substantially consistent year-over-year.

Mine site costs

During the three and nine months ended September 30, 2025, Mine site costs totaled $2.5 million and $7.7 million, respectively, as compared to $2.1 million and $7.2 million, respectively, for the same periods of 2024, with activities remaining substantially consistent year-over year at the mine site.

Depreciation and amortization

During the three and nine months ended September 30, 2025, Depreciation and amortization expense totaled $0.5 million and $1.5 million, respectively, as compared to $0.5 million and $1.7 million, respectively, for the same periods of 2024, primarily due to certain assets becoming fully depreciated.

Gain on asset sales

During the three and nine months ended September 30, 2025, Gain on asset sales totaled $— million and $0.1 million, respectively, as compared to a gain of $2.6 million and $7.7 million, respectively, for the same period of 2024, due to the Company completing the sale of a ball mill, patent sale, and recognizing a gain on a non-fundable deposit, all in 2024, but no such activities have occurred in 2025.

Asset retirement obligation adjustments and accretion (income) expense

During the three and nine months ended September 30, 2025, Asset retirement obligation adjustments and accretion (income) expense totaled $(2.3) million and $(1.7) million, respectively, as compared to $2.7 million and $7.2 million, respectively, for the same periods of 2024. There was a downward adjustment of $2.7 million in the three months ended September 30, 2025, due to the change in estimated timing for the completion of certain reclamation activities, that was partially offset by accretion expense of $0.3 million and $1.0 million in the three and nine months ended September 30, 2025, respectively. During the three and nine months ended September 30, 2024, a $2.3 million adjustment and $6.3 million adjustment were made for changes in estimate, respectively. See Note 11 – Asset Retirement Obligation to the Notes to the Financial Statements for additional information.

Non-operating income (expense) (in thousands)

Interest income

During the three and nine months ended September 30, 2025, Interest income totaled $1.1 million and $2.5 million, respectively, as compared to $1.0 million and $3.4 million, respectively, for the same periods of 2024, primarily due to a decrease in investment interest of $0.4 million and $0.9 million, respectively, resulting from a reduction in invested cash.

Other income (loss)

During the three and nine months ended September 30, 2025, Other income totaled $0.3 million and $0.8 million, respectively, primarily due to unrealized gains on equity securities. For the same periods of 2024, Other loss totaled $0.2 million and $0.7 million, respectively, primarily due to an unrealized loss on equity securities.

Interest expense

During the three and nine months ended September 30, 2025, Interest expense totaled $3.6 million and $10.4 million, respectively, as compared to $3.3 million and $16.6 million, respectively, for the same period of 2024, primarily due to $6.9 million of accelerated amortization of original issue discount and issuance costs recorded in January 2024 related to the voluntary first lien debt prepayments in 2024. See Note 10 – Debt, Net to the Notes to the Financial Statements for additional information.

Liquidity and Capital Resources

General

The Company’s unrestricted cash position at September 30, 2025, was $139.1 million, as compared with $49.6 million at December 31, 2024. For the nine months ended September 30, 2025, the Company raised cash through the sale of equity and through the New ATM Program as follows, and as discussed in Note 13 – Stockholders’ Equity in the Notes to the Financial Statements:

• During the nine months ended September 30, 2025, the Company issued 12,500,000 shares of common stock in the June 2025 Offering at a public offering price of $3.50 per unit. Each Unit consisted of one share of common stock of the Company and one-half of one common stock purchase warrant (each whole warrant, a 2025 3-Year Warrant). Each 2025 3-Year Warrant is exercisable to purchase one share of common stock of the Company at a price of $4.20 per share, exercisable for a period of 36 months.
• In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 1,875,000 Units (comprised of 1,875,000 additional shares of common stock and 937,500 additional Warrants), shares of common stock, Warrants, or any combination thereof, at the underwriters’ discretion, so long as the aggregate number of shares of common stock and Warrants that may be issued under the option does not exceed 1,875,000 shares of common stock and 937,500 Warrants. On June 12, 2025, the underwriters exercised their over-allotment option to purchase 937,500 of the 2025 3-Year Warrants at a price of $0.02 per warrant.
• As of September 30, 2025, the Company has received net proceeds of $40.7 million, after deducting underwriting discounts but before deducting $0.4 million of expenses incurred in connection with the June 2025 Offering.
• Additionally, on September 2, 2025, the Company entered into securities purchase agreements with three accredited investors to issue and sell 14,017,056 units of the Company (the “Units”) for a purchase price of $4.2805 per Unit pursuant to a non-brokered private placement. The 2025 Private Placement resulted in a total purchase price of $60.0

million. Each Unit consisted of one share of common stock and one-half of one warrant to purchase one share of common stock. Each Warrant is exercisable to purchase one share of common stock of the Company at a price of $6.00 per share with a two-year exercise period, each whole warrant a 2025 2-Year Warrant, and are subject to mandatory exercise in the event that, during such two-year period, the volume weighted average price of the common stock has been at least $8.00 per share, subject to adjustment, for a period of at least 20 trading days within the 30 trading day period ending on the third business day prior to the date on which notice of the redemption is given, as further detailed in the Warrant. The Company intends to use the net proceeds from the 2025 Private Placement for further exploration, working capital and general corporate purposes.

• In September 2025, 532,625 of the 2025 3-Year Warrants were exercised at the warrant exercise price of $4.20 per warrant, raising additional net proceeds of $2.2 million.
• During the nine months ended September 30, 2025, the Company sold 979,308 shares of common stock through the New ATM Program for net proceeds of $5.5 million.
• As of September 30, 2025, $92.1 million gross sales price of common stock was available for issuance under the New ATM Program.

As the Company ceased mining activities in 2021 and completed recovering gold and silver ounces previously placed on the leach pad in 2022, the Company does not expect to generate net positive cash from operations for the foreseeable future. Accordingly, the Company will be dependent on its unrestricted cash and other sources of cash to repay debt and fund the business. Historically, the Company has been dependent on various forms of debt and equity financing to fund its business. While the Company has been successful in the past in raising funds through equity and debt financings, and restructuring its debt, no assurance can be given that additional financing will be available to it in amounts sufficient to meet the Company’s needs or on terms acceptable to the Company. If funds are unavailable, the Company may be required to materially change its business plan.

The Company’s future liquidity and capital resources management strategy entails a disciplined approach to monitor the timing and extent of any drilling, metallurgical and mineralogical studies while attempting to remain in a position that allows the Company to respond to changes in the business environment, such as a decrease in metal prices or lower than forecasted future cash flows, and changes in other factors beyond the Company’s control. The Company has undertaken efforts aimed at managing its liquidity and preserving its capital resources by, among other things: (i) monitoring metal prices and the impacts (near-term and future) they have on the business; (ii) ceasing open pit mining operations to reduce net cash outflows; (iii) reducing the size of the workforce to reflect the cessation of mining operations; (iv) controlling working capital and managing discretionary spending; (v) reviewing contractor usage and rental agreements for more economical options, including termination of certain agreements in accordance with their terms; (vi) managing restricted cash balances that collateralize bonds, as available; (vii) planning the timing and amounts of capital expenditures and costs for drilling, metallurgical and technical studies costs at the Hycroft Mine; and (viii) deferring such items that are not expected to benefit our near term operating plans. The Company has undertaken and continues to undertake additional efforts, including: (i) monetizing non-core equipment and excess supplies inventories; (ii) selling uninstalled mills that are not expected to be needed for a future milling operation; and (iii) working with existing debt holders to adjust debt service requirements.

In addition, the Company will continue to evaluate alternatives to raise additional capital necessary to fund the future development of the Hycroft Mine and will continue to explore other strategic initiatives to enhance stockholder value. The Company may not be successful with its efforts to raise additional capital or restructure its debt, which may result in a going concern disclosure. In addition, if unsuccessful in its future efforts it might result in a default of the first lien loan that could trigger a cross-acceleration default of the subordinated debt.

Cash and liquidity

The Company has placed substantially all its cash in operating and investment accounts with well-capitalized financial institutions, thereby ensuring balances remain readily available. The Company uses AAAm rated U.S. Government Money Market Funds for its cash investments.

The following table summarizes projected sources of future liquidity, as recorded within the Financial Statements (in thousands):

Nine months ended September 30, 2025 compared to nine months ended September 30, 2024

The following table summarizes sources and uses of cash for the following periods (in thousands):

Cash used in operating activities

During the nine months ended September 30, 2025, the Company used $22.2 million of cash in operating activities primarily attributable to a net loss of $32.9 million, the cash impact of which was $23.1 million. Working capital provided $0.9 million of cash, including cash provided by Contract liabilities of $3.9 million, partially offset by cash used by Accounts payable, accrued expenses, and other liabilities of $1.9 million, and cash used by Prepaids and Deposits of $1.0 million. The largest non-cash items included in Net loss for the nine months ended September 30, 2025 was Non-cash interest expense, including accelerated amortization of original issue discount and issuance costs of $9.2 million.

During the nine months ended September 30, 2024, the Company used $27.8 million of cash in operating activities primarily attributable to a net loss of $48.2 million, the cash impact of which was $28.5 million. Working capital provided $0.7 million of cash, including cash provided by Accounts payable, accrued expenses, and other liabilities of $0.4 million. The largest non-cash items included in net loss during the nine months ended September 30, 2024, were Non-cash interest expense, including accelerated amortization of original issue discount and issuance costs of $15.2 million, and non-cash Asset retirement obligation adjustments and accretion of $7.2 million.

Cash (used in) provided by investing activities

For the nine months ended September 30, 2025, investing activities provided cash of $0.3 million, comprised of Proceeds from sale of assets of $0.7 million partially offset by Additions to property, plant, and equipment of $0.4 million.

During the nine months ended September 30, 2024, investing activities generated cash of $6.1 million, comprised of Proceeds from sale of assets of $7.1 million, partly offset by Additions to property, plant, and equipment of $1.0 million.

Cash provided by (used in) financing activities

For the nine months ended September 30, 2025, financing activities provided net cash of $112.2 million that was primarily related to Proceeds from issuance of common stock, net of issuance costs from the Offerings, the exercise of warrants, and the New ATM Program.

During the nine months ended September 30, 2024, financing activities used cash of $27.8 million that was primarily related to principal payments on debt and notes payable of $38.1 million, including the $38.0 million voluntary prepayment of the first lien debt, partially offset by Proceeds from issuance of common stock, net of issuance costs of $10.3 million from the ATM.

Future capital and cash requirements

The following table provides the Company’s gross contractual cash obligations as of September 30, 2025, which are grouped in the same manner as they are classified in the Unaudited Condensed Consolidated Statement of Cash Flows in order to provide a better understanding of the nature of the obligations and to provide a basis for comparison to historical information. The Company believes that the following provides the most meaningful presentation of near-term obligations expected to be satisfied using current and available sources of liquidity (in thousands):

(1) The Company is required to pay a perpetual royalty equal to 1.5% of the net smelter returns from the Hycroft Mine (under the Sprott Royalty Agreement), payable monthly, which also includes an additional amount for withholding taxes payable by the royalty holder. Amounts presented above incorporate mineral resource estimates as reported in the 2023 Hycroft TRS.

(2) Mining operations are subject to extensive environmental regulations in the jurisdictions in which they are conducted, and we are required, upon cessation of operations, to reclaim and remediate the lands that our operations have disturbed. The estimated undiscounted inflated cash outflows of these remediation and reclamation obligations are reflected here. In the above presentation, no offset has been applied for the $58.9 million of our reclamation bonds or for the $28.3 million of cash collateral for those bonds included in Restricted Cash.

(3) Interest payments consist of monthly payments under the Sprott Credit Agreement at the minimum interest rate of 7.5%, monthly interest payments for other debt, and paid in kind interest associated with the subordinated debt paid at maturity.

(4) The Company is required to pay a 4.0% net profit royalty, including advance royalty payments of $0.1 million in any year where mining occurs on the Crofoot claims and an additional $0.1 million if tons mined from the Crofoot claim blocks exceed 5.0 million tons. Amounts shown represent the current estimates of cash payment timing using consensus pricing for gold and silver. See Note 19 – Commitments and Contingencies in the Notes to the Financial Statements for additional information.

(5) Repayments of principal on debt consist of amounts due under the Sprott Credit Agreement, the 10% senior secured notes (collectively, the “Subordinated Notes”), and notes payable for equipment purchases. The repayment of the Subordinated Notes principal includes interest that is paid in-kind, which adds to the outstanding debt principal. See Note 10 – Debt, Net in the Notes to the Financial Statements for additional information.

Debt covenants

The Company’s debt agreements contain representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for agreements of these types.

The Sprott Credit Agreement contains covenants that, among other things, restrict or limit the ability of the Company to enter into encumbrances (other than Permitted Encumbrances), incur indebtedness (other than Permitted Indebtedness), dispose of its assets (other than Permitted Disposals), pay dividends, and purchase or redeem shares, as such terms are defined in the Sprott Credit Agreement. The Sprott Credit Agreement requires the Company to ensure that, at all times, its Working Capital is at least $10.0 million and Unrestricted Cash is at least $15.0 million, as such terms are defined in the Sprott Credit Agreement, and that at least every six months the Company demonstrates its ability to repay and meet all present and future obligations as they become due with a financial model that uses consensus gold prices discounted by 5.0%. The Subordinated Notes include customary events of default, including those relating to a failure to pay principal or interest, a breach of a covenant, representation or warranty, a cross-default to other indebtedness, and non-compliance with security documents. As of September 30, 2025, the Company was in compliance with all covenants under its debt agreements.

Pursuant to the terms of the Sprott Credit Agreement, the Company agreed that while any indebtedness is outstanding under the Sprott Credit Agreement or while the credit facility under the Sprott Credit Agreement remains available to the Company, the Company and guarantors under the Sprott Credit Agreement would not undertake certain corporate actions without the Lender’s prior written consent.

Off-balance sheet arrangements

As of September 30, 2025, the Company’s off-balance sheet arrangements consisted of a net profit royalty arrangement and a net smelter royalty arrangement. See Note 19 – Commitments and Contingencies in the Notes to the Financial Statements for additional information.

Critical Accounting Estimates

This Management’s Discussion and Analysis is based on the Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these statements requires the Company to make assumptions, estimates, and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. For information on the most critical accounting estimates used to prepare the Financial Statements, see the Critical Accounting Estimates section included in Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Cautionary Statement Regarding Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”) or in releases made by the SEC, all as may be amended from time to time. All statements, other than statements of historical fact, included herein or incorporated by reference, that address activities, events, or developments that we expect or anticipate will or may occur in the future, are forward-looking statements.

The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe”, “project”, “target”, “budget”, “may”, “can”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to”, or other similar words, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intentions identify forward-looking statements. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefit of the “safe harbor” provisions of such laws. These statements involve known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual results, performance or achievements to be materially different from any results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on current expectations.

Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that we make in this Quarterly Report on Form 10-Q speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such and should only be viewed as historical data.

See Risk Factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, as the same may be updated from time to time, as well as other SEC filings, for more information about these and other risks.

As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, quantitative and qualitative disclosures about market risk are not required, and such are omitted from this filing.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published Financial Statements. Internal control over financial reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effectuated by our Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with GAAP. Internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.

The Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2025, as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025, to provide such reasonable assurance that information required to be disclosed by us, including our consolidated subsidiaries, in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure and is recorded, processed, summarized, and reported within the time periods specified in SEC’s rules and forms.

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. While the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be prevented or detected.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, risk factors are not required to be included in a Quarterly Report and, therefore, are omitted from this filing.