AUMN 10-K & 10-Q changes, risk factors and insider trading

Investors in Golden Minerals should consider carefully, in addition to the other information contained in, or incorporated by reference into,into this Form 10-K, the following risk factors:

At AprilMarch 4,31, 2025,2026, our aggregate cash and cash equivalents totaled approximately $4.0$0.9 million. In the absence of sufficientadditional cash inflows from the sales of certain dormant subsidiary tax losses, the collection of the balance due from the sale of the Velardeña Properties, equity financing or other external funding,funding or asset sales, the Company’s cash balance is expected to be depleted during the firstsecond quarter of 2026. Therefore, our continuation as a going concern is dependent upon our achieving future external funding or a strategic transaction. However, there is no assurance that we will be successful in selling tax losses or collecting the balance from the fourth Velardeña Sales Agreement, or completing a financing or a strategic transaction. Accordingly, there is substantial doubt as to whether our existing cash resources and working capital are sufficient to enable us to continue our operations for the next twelve months as a going concern. Ultimately, in the event that we cannot obtain additional financial resources, we will have to liquidate our business interests and investors may lose their investment. The accompanying consolidated financial statements have been prepared assuming that our company will continue as a going concern. Continued operations are dependent on our ability to obtain additional financial resources. Such additional financial resources may not be available or may not be available on acceptable terms. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. Such adjustments could be material.

We have a history of operating losses. Although our Rodeo Property generated revenue and free cash flow in 2021 and 2022, that project concluded operations as expected in 2023. We restarted mineral extraction at the Velardeña Properties in late December 2023; however, we elected to shut down mining operations in February 2024 because initial production did not achieve our expected results. Since we were unable to generate sufficient revenue and net operating margins from operating the Velardeña Properties,Properties and have subsequently sold these properties, we are dependent on future external financing to fund our corporate expenses and exploration activities. There is no assurance that such financing will be available on acceptable terms or at all (see “— We may not have access to sufficient future capital.”).

The value of our exploration properties is directly related to the market price of gold, silver, and certain base metals. The price of gold and silver may also have a significant influence on the market price of our common stock. The market prices of these metals historically have fluctuated significantly and are affected by numerous factors beyond our control, including: (i) global or regional consumption patterns; (ii) supply of and demand for gold and silver on a worldwide basis; (iii) speculative and hedging activities; (iv) expectations for inflation; (v) political and economic conditions; (vi) supply of, and demand for, consumables required for extraction and processing of metals; and (vii) general economic conditions worldwide. InAlthough metal theprices eventhave recently been at historic highs, these metal prices may decline or remain low for prolonged periods of time,time. This could reduce the value of our exploration properties and we might be unable to advance or develop our exploration properties, which may adversely affect our results of operations, financial performance, and cash flows. An asset impairment charge may result from the occurrence of unexpected adverse events that impact the market value of our exploration properties, including a material diminution in the price of metals.

We do not have a credit or other commercial financing arrangement in place that would finance our general and administrative costs and other working capital needs to fund our continuing business activities in the future, and we believe that securing credit for these purposes would be challenging. In addition, commercial financing arrangements may not be available on favorable terms or on terms that would not further restrict our flexibility and ongoing ability to meet our cash requirements over a reasonable period of time.time, or at all.

We also may not be able to obtain funding by monetizing additional non-core exploration or other assets at an acceptable price. Although we may be able to access public equity markets, significant equity issuances may be dilutive to our existing stockholders. We may not be able to access public equity markets.

We cannot assure you that we will be able to obtain financing to fund our general and administrative costs and other working capital needs and to fund our continuing business activities in the future on favorable terms or at all. Failure to obtain financing could result in delay or indefinite postponement of exploration, the possible partial or total loss of our interest in our exploration properties, or liquidation of theour Company.business interests, and investors may lose their investments.

Our common stock was delisted from the NYSE American LLC (the “NYSE American”) on December 16, 2024, due to our inability to maintain a minimum amount of stockholders’ equity in compliance with Sections 1003(a)(i), (ii) and (iii) of the NYSE American Company Guide (the “Company Guide”). Since our delisting, our common stock tradedhas onbeen the OTC Pink Market until February 3, 2025, when quotation of our common stock commencedtrading on the OTCQB Venture Market. Our delisting from the NYSE American adversely impacted our trading volume and share price and maywhich are likely to make it more difficult for us to raise capital in the future.

The OTCQB market and the TSX may remove our securities from trading on itstheir marketplace,marketplaces, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We have not established that our current or previously owned properties contain any mineral reserve, nor can there be any assurance that we will be able to do so. A mineral reserve is defined by the SEC in Regulation S-K 1300 as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a “reserve” that meets the requirements of Regulation S-K 1300 is extremely remote; in all probability our mineral properties domay not contain any “reserves” and any funds that we spend on exploration could be lost. Even if we do eventually discover mineral reserves on our properties, there can be no assurance that they can be developed into producing mines and we can extract those minerals. Both mineral exploration and development involve a high degree of risk and few mineral properties which are explored are ultimately developed into producing mines.

Our operations are subject to ongoing permitting requirements, which could result in the delay, suspension or termination of our operations.

Our operations, including our exploration drilling programs, require ongoing permits from governmental and local authorities. The continued evaluation of our Sarita Este/Desierto project and other exploration activities will require additional permits from various governmental authorities. We may also be required to obtain certain property rights and community agreements to access or use our properties. Obtaining or renewing licenses and permits, and acquiring property rights,rights and community agreements, can be complex and time-consuming processes. There can be no assurance that we will be able to acquire all required licenses, permits or property rights or agreements on reasonable terms or in a timely manner, or at all, and that such terms will not be adversely changed, that required extensions will be granted, or that the issuance of such licenses, permits or property rights will not be challenged by third parties. If we cannot obtain or maintain the necessary permits or if there is a delay in receiving future permits, our timetable and business plan will be adversely affected and may prevent or make future exploration, mining and processing activities economically unfeasible.

OurCertain of our primary exploration activities are in countries with developing economies and are subject to the risks of political and economic instability associated with these countries.

Our properties in Argentina are subject to similar risks. The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative gross domestic product growth, high and variable levels of inflation and currency depreciation and devaluation. The Argentine government has not only historically exercised significant influence over the country’s economy through changing monetary, taxation, credit, tariff and other policies, but the country’s legal and regulatory frameworks have at times suffered radical changes due to political influence and significant political uncertainties as well. Future government policies to preempt, or in response to, social unrest may include expropriation, nationalization, forced renegotiation or modification of existing contracts, suspension of the enforcement of creditors’ rights, new taxation policies including royalty and tax increases and retroactive tax claims, and changes in laws and policies affecting foreign trade and investment. Such policies could destabilize the country and adversely and materially affect the economy and, thereby, our business.

Our exploration and processing operations activities are subject to extensive laws and regulations governing land use and the protection of the environment which control the exploration and mining of mineral properties and their effects on the environment, including air and water quality, mine reclamation, waste generation, handling and disposal, the protection of different species of flora and fauna and the preservation of lands. These laws and regulations require us to acquire permits and other authorizations for conducting certain activities. In many countries, there is relatively new comprehensive environmental legislation, and the permitting and the authorization processes may not be established or predictable. We may not be able to acquire necessary permits or authorizations on a timely basis, if at all. Delays in acquiring any permit or authorization could increase the cost of our projects and could suspend or delay the commencement of extraction and processing of mineralized material.

The Velardeña Properties and manySome of our exploration properties or solddivested properties are located in historic mining districts where prior owners, including ECU in the case of the Velardeña Properties,owners may have caused environmental damage that may not be known to us or to applicable regulators. At the Velardeña Properties and in most other cases, weWe have not conducted comprehensive environmental analyses of our mineral properties. Insurance fully covering many environmental risks (including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and mining) is not generally available. To the extent environmental hazards may exist on the properties in which we currently hold interests, have sold our interest or may hold interests in the future, that are unknown to us at present and that have been caused by us, or by previous owners or operators, or that may have occurred naturally, and to the extent we are subject to environmental requirements or liabilities, the cost of compliance with these requirements and satisfaction of these liabilities could have a material adverse effect on our financial condition and results of operations. If we are unable to fully fund the cost of remediation of any environmental condition, we may be required to suspend activities or enter into interim compliance measures pending completion of the required remediation.

Title to theour Velardeña, Sarita Este/Desiertoexploration properties and our other properties and rights may be defective or may be challenged.

Our policy is to seek to confirm the validity of our rights to, title to, or contract rights with respect to, each mineral property in which we have a material interest. However, we cannot guarantee that title to our properties will not be challenged. Title insurance is not available for our mineral properties, and our ability to ensure that we have obtained secure rights to individual mineral properties or mining concessions may be severely constrained. Accordingly, the Velardeña, Sarita Este/Desierto properties and our other mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. In addition, we may be unable to conduct activities on our properties as permitted or to enforce our rights with respect to our properties, and the title to our mineral properties may also be impacted by government action. We have not conducted surveys of all of the exploration properties in which we hold direct or indirect interests and, therefore, the precise area and location of these exploration properties may be in doubt.

Our Sarita Este/Desierto mining concessions and our other mining concessions in Argentina and Mexico may be terminated if our obligations to maintain the concessions in good standing are not satisfied, including obligations to explore or exploit the relevant concession, to pay any relevant fees, to comply with all environmental and safety standards, to provide information or to allow inspections by appropriate agencies. In addition to termination, failure to make timely concession maintenance payments and otherwise comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in reduction or expropriation of entitlements.

Mining concessions in Mexico and Argentina give exclusive exploration and exploitation rights to the minerals located in the concessions but do not include surface rights to the real property, which requires that we negotiate the necessary agreements with surface landowners. Many of our mining properties are subject to the Mexican ejido system requiring require us to contract with the local communities surrounding the properties in order to obtain surface rights to land needed in connection with our mining exploration activities (see “—Our ability to develop our Mexican properties is subject to the rights of the Ejido (agrarian cooperatives) who use or own the surface for agricultural purposes.”).activities. Our inability to maintain and periodically renew or expand these surface rights on favorable terms or otherwise could have a material adverse effect on our business and financial condition.

Some of our costs are subject to exchange control policies, the effects of inflation, and currency fluctuations between the U.S. dollar and the Mexican peso or the Argentine peso.

Our general administrative costs and some exploration costs and external funding are primarily denominated in U.S. dollars. However, certain future costs at the Rodeo Property are denominated in Mexican pesos and at our Sarita Este/Desierto properties are denominated in Argentine pesos. These costs principally include electricity, labor, water, maintenance, local contractors and fuel. The appreciation of the foreign currency against the U.S. dollar increases expenses and the cost of purchasing capital assets in U.S. dollar terms in Mexico and Argentina, which can adversely impact our operating results and cash flows. Conversely, depreciation of the foreign currency decreases operating costs and capital asset purchases in U.S. dollar terms. When inflation in Mexico or Argentina increases without a corresponding devaluation of the Mexican or Argentine peso, our financial position, results of operations and cash flows could be adversely affected. The annual average inflation rate in MexicoArgentina was approximately 4.7%31.5% in 2024, 5.9% in 2023 and 7.9% in 2022, and in Argentina was approximately2025, 117.8% in 2024, and 211.4% in 2023, and 72.4% in 2022.2023. At the same time, the local currency has been subject to fluctuation, which may not have been proportionate to the inflation rate and may not be proportionate to the inflation rate in the future. The value of the Mexican peso decreased by 18.7% in 2024, 11.8% in 2023, and 4.9% in 2022, and the value of the Argentine peso decreased by 28.87% in 2025, 21.4% in 2024, and 77.9% in 2023 and 41.7% in 2022.2023. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies, and geopolitical instability, including ongoing conflicts between Ukraine and Russia and in the Middle East. Continuing increases in inflation could increase our costs of labor and other costs related to our business, which could have an adverse impact on our business, financial position, results of operations and cash flows.

In addition, fluctuations in currency exchange rates may have a significant impact on our financial results. There can be no assurance that the Mexican government or the Argentine government will maintain theirits current policies with regard to theirits currenciescurrency or that the value of theseits currenciescurrency will not fluctuate significantly in the future. We cannot assure you that currency fluctuations, inflation and exchange control policies will not have an adverse impact on our financial condition, results of operations, earnings and cash flows.

Stock markets in general have experienced extreme price and volume fluctuations and the market prices of individual securities have been highly volatile. These fluctuations are often unrelated to operating performance and may materially adversely affect the market price of our common stock. As a result, shareholders may be unable to sell their shares at athe desired price.

Any pandemic may pose a risk to our business and operations. If a significant portion of our workforceemployees becomesand consultants become unable to work or travel to our operationsproperties due to illness or state or federal government restrictions (including travel restrictions and “shelter-in-place” and similar orders restricting certain activities that may be issued or extended by authorities), we may be forced to reduce or suspend exploration and other activities, which may impact our liquidity and financial results. These restrictions have significantly disrupted economic activity in both the world, national and local economies and have caused volatility in capital markets.

To the extent any pandemic materially adversely affects our business and financial results, as discussed above, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those relating to our exploration activities and financing. We are unable to predict the ultimate adverse impact of any pandemic on our business, which would depend on numerous evolving factors and future developments, including a pandemic’s ongoing effect on the demand for silver and gold, as well as the response of the overall economy and the financial markets during and after a pandemic and response measures come to an end, the timing of which remains highly unpredictable.

Our success is also dependent on the contributions of our skilled and experienced consultants and workforce and their ability to safely perform their jobs. To achieve our operating goals, we must be able to recruit, hire, retain and develop qualified and diverse personnel to execute on our strategy. See “—Competition in the mining industry is intense, and we have limited financial and personnel resources with which to compete.” If we experience periods where our employees or consultants are unable to perform their jobs for any reason, including as a result of illness, our business, financial condition, results of operations and cash flows could be adversely affected.

Operating in the volatile and cyclical natural resource industry subjects us to numerous market factors outside of our control that could have significant and sometimes adverse impacts on our business. Such factors could include significant price declines in our industry, inflationary impacts on capital and exploration and operating costs, public opposition, poor financial and operating performance of other companies in the same industry sector, environmental incidents from resource projects, major technological advances that reduce demand for mineral resources, unforeseen regulation, military conflict, such as the Russia/Ukraine war, the conflicts in Gaza and the Middle East, terrorism, banking institution stability, or other geopolitical events that broadly impact the global or domestic economy or natural resource industry. To the extent that such events affect attitudes toward investments in the natural resource sector, or impact the overall economic climate, could affect our ability to raise the additional capital needed to continue to advance our projects and business plan.

We restarted mining at our Velardeña Properties in December 2023 and continued through the end of February 2024 when it was determined that the initial performance of both the mine and the plant did not achieve expected results. We processed all the mineralized material that had been mined, shut down the sulfide processing plant at the end of March 2024 and held the Velardeña Properties for short-term sale as we evaluated options to realize value from the assets. We entered into the Velardeña Sales Agreements to sell the Velardeña and Chicago mines, both sulfide and oxide processing plants, water wells, and related equipment of the Velardeña Properties to the Velardeña Buyer in exchange for an aggregate purchase price of $5.5 million in cash, plus VAT. The first three of the Velardeña Sales Agreements which includeincluded the combined sales of the Velardeña and Chicago mines, the sulfide processing plant and various related equipment were completed on June 20, 2024, and the titles to the assets were transferred to the Velardeña Buyer. The Velardeña Buyer agreed to pay $3.0 million plus VAT on July 1, 2024, to complete the fourth and final of the Velardeña Sales Agreements which covered the oxide processing plant and water wells. TheWe received the $3.0 million purchase price in a series of periodic payments, with the Velardeña Buyer hasmaking madethe paymentsfinal ofpayment approximatelyon $2.8October million10, through2025. AprilWith 4,this 2025, and is currently in default. Whileclosing, we retainhave transferred the title to the plant,oxide plant and the water wells to the Velardeña Buyer has had operational control of the plant, and we have notnow hadfully accessdivested our Velardeña operations, allowing us to theconcentrate our propertyresources sinceon mid-year 2024. We continue to holdadvancing our remainingexploration interests in the oxide plant at Velardeña as assets held for sale. The Velardeña Buyer has been making periodic payments and the Company believes at this time that it will eventually collect the full amount, at which time the Company will record the sale under the fourth and final Velardeña Sales Agreement The collection of the amount due from the sale may satisfy a portion of our projected capital needs over the next twelve months. (see “Item 8. Financial Statements and Supplementary Data—Note 4. Assets Held for Sale and Discontinued Operations”).portfolio.

In October 2024, we completed the sale of Silex Argentina, which iswas the sole owner of El Quevar, our advanced exploration property in Argentina for $3.5 million. We also completed the sale of our Yoquivo exploration property in Mexico in November 2024 for $570,000 plus VAT and the sale of a Mexican subsidiary holding tax losses for $445,000 plus VAT.$445,000. In April 2025 the Companywe completed the sale of an additional Mexican subsidiary holding tax losses and 5 minor property concessions for $600,000$600,000. plusDuring VAT.December 2025 we completed the sale of two additional subsidiaries in Mexico for $65,000 and transferred net operating losses, inflation-adjusted capital contributions, and several liabilities, including past due payables, labor claims and the Rodeo mining concession, along with its reclamation obligation of approximately $450,000. The Company continues to hold an interest in several remaining exploration properties, including Sarita Este/Desierto, a gold-silver-copper exploration project located in northwest Salta Province Argentina and Sand Canyon, an exploration stage, gold-silver project in northwestern Nevada.

Because we have ceaseddivested productionour mining operations at theVelardeña and Velardeña Properties,Rodeo, our only near-term opportunity to generate cash flow is from the sale of additional assets or new sources of debt or equity capital. WeThe areCompany is evaluating and pursuing alternatives to obtain funds to continue as a going concern, including the potential sale of the Company, finalizing the sale of its assets at the Velardeña Properties, seeking buyers or partners for certain of the Company’s other assets or obtaining equity or other external financing. In the absence of additional cash inflows, the Company anticipates that its cash resources will be exhausted in the firstsecond quarter of 2026. If we are unable to obtain additional cash resources or sell the Company, we will be forced to cease operations and liquidate. See “Item 8. Financial Statements and Supplementary Data— Note 4. Assets Held for Sale and Discontinued Operations.”

Sarita Este / Desierto Project

Exploration expense. Our exploration expense, including property holding costs and allocated administrative expenses, totaled $0.6$0.9 million and $1.1$0.6 million for the years ended December 31, 20242025 and 2023,2024, respectively. TheOur lowercosts explorationwere expense for 2024 is primarily related to less activityhigher in 20242025 due to theoption cashpayments constraintson our projects in Argentina as well as recognition of thecontingent Company.liability for certain labor claims, described below.

Administrative expense. Administrative expenses totaled $3.6$2.3 million for the year ended December 31, 2024,2025, compared to $4.7approximately $3.6 million for the year ended December 31, 2023.2024. Administrative expenses, including costs associated with being a public company, are incurred primarily by our corporate activities in support of our exploration portfolio. The $3.6 million oflower administrative expensesexpense we incurred during 20242025 is comprisedprimarily related ofto $1.7our millioncost ofreduction employee compensation and directors’ fees, $1.2 million of professional fees, and $0.7 million of insurance, rents, travel expenses, utilities and other office costs. The $4.7 million of administrative expenses we incurred during 2023 is comprised of $2.1 million of employee compensation and directors’ fees, $1.6 million of professional fees, and $1.0 million of insurance, rents, travel expenses, utilities and other office costs.efforts.

Stock-based compensation. During the yearyears ended December 31, 2025 and 2024, we incurred approximately $0.3 million and $0.4 million, respectively, of expense related to stock-based compensation in the amount of $0.4 million compared to $0.4 million for the year ended December 31, 2023.compensation. Stock-based compensation varies from period to period depending on the number and timing of shares awards granted, the type of grant, the market value of the shares on the date of grant and other variables.

Interest and other income, net. We recorded a nominal amount of interest and other income, net for the years ended December 31, 20242025 and 2023.2024. Our interest income pertains primarily to the interest earned on cash balances held in bank accounts.

Gain (loss)Loss on foreign currency.currency transactions. We recorded ana $83,000nominal amount of loss on foreign currency loss and a $121,000 foreign currency gaintransactions for the years ended December 31, 20242025 and 2023, respectively. 2024. Foreign currency gains and losses are primarily related to the effect of currency fluctuations on monetary assets net of liabilities held by our foreign subsidiaries that are denominated in currencies other than U.S. dollars.

Income Taxes. We recorded zero income tax expense for the yearyears ended December 31, 2024,2025 and zero income tax expense for the year ended December 31, 2023.2024.

Income (Loss) from discontinued operations, net of taxes. In 2024 and 2023,2024, certain businesses were classified as assets held for sale and discontinued operations, including the Rodeo and Velardeña Properties in Mexico and the El Quevar property in Argentina. LossWe recognized income from discontinued operations,operations during net2025 of taxes$6.1 wasmillion compared to a loss of $3.0 million and $3.2 million forduring the yearsyear ended December 31, 2024 and 2023, respectively.2024.

LossIncome (loss) from discontinued operations, net of taxes included the following major components:

2025 Liquidity Forecast and Going Concern Qualification

We do not currently have sufficient resources to meet our expected cash needs for a period of twelve months beyond the filing date of this 20242025 Annual Report on Form 10-K. At December 31, 2024,2025, we had current assets of approximately $3.9$1.9 millionmillion, includingconsisting primarily of our cash and cash equivalentsequivalents, and ofrestricted approximately $3.2 million.cash. On the same date, we alsohad hadaccounts payable and other current liabilities of approximately $3.6$1.4 million, which includes $1.8 million in deferred revenue for the sale of the Velardeña oxide plant and water wells recorded within Current liabilities held for sale on the Consolidated Balance Sheets.million.

The Company’s only near-term opportunity to generate cash flow to meet its expected cash requirements is from the sale of its remaining exploration assets, equity or other external financing. The Company is evaluating and pursuing alternatives, including the potential sale of the Company, finalizing the sale of its assets at the Velardeña Properties, seeking buyers or partners for the Company’s remaining otherexploration assets or obtaining equity or other external financing. In the absence of additional cash inflows, the Company anticipates that its cash resources will be exhausted in approximately the firstsecond quarter of 2026. If we are unable to obtain additional cash resources or sell the Company, we will be forced to cease operations and liquidate.

The Company’s consolidated financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the normal course of business. However, as noted above, our continuing long-term operations will be dependent upon our ability to secure sufficient funding to generate future profitable operations. The underlying value and recoverability of the amounts shown as property, plant and equipment in our consolidated financial statements are dependent on our ability to continue to generate positive cash flows from operations and to continuefund togeneral fundadministrative, and exploration activities that would lead to additional profitable mining and processing activities or to generate proceeds from the disposition of property, plant and equipment.

The ability of the Company to maintain a positive cash balance for a period of twelve months beyond the filing date of this 2025 Annual Report on Form 10-K is dependent upon its ability to reducegenerate sufficient cash flow from selling assets, reducing expenses, sell non-core assets, and raiseraising sufficient funds through equity andfinancings debtor other external sources. There can be no assurance the Company will be successful in generating sufficient funds from these sources to maintain liquidity throughout the twelve month period. These material uncertainties cast significant doubt on the Company’s ability to continue as a going concern. Therefore, the Company cannot conclude that substantial doubt does not exist as to the Company’s ability to continue as a going concern for the twelve months following the filing date of this Annual Report on Form 10-K. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or liabilities which might be necessary should the Company not continue as a going concern.

At December 31, 2024,2025, our aggregate cash and cash equivalents totaled $3.2$1.3 million, compared to the $3.8$3.2 million in similar assets held at December 31, 2023.2024. The December 31, 2024 This decrease is the result of the following expenditures and cash inflows for the year ended December 31, 2024. Expenditures totaled $10.2 million from the following:2025.

The above expenditures were partially offset by cash inflows of $9.6$1.8 million from the following:

The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have changed. Accounting rules generally do not involve a selection among alternatives, but involve an implementation and interpretation of existing rules, and the use of judgment, to the specific set of circumstances existing in our business. Discussed below are the accounting policies that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue or expense being reported.

We do not have defined mineral reserves pursuant to S-K 1300 and all of our mining properties are in the exploration stage. When and if we determine that a mining property has mineral reserves, subsequent development costs will be capitalized to those properties. When and if we commence extraction at our mining properties with defined mineral reserves, capitalized costs would be charged to operations using the units-of-production method. We cannot be certain that any part of the deposits at our properties will ever be confirmed or converted into S-K 1300 compliant reserves.

We record asset retirement obligations in accordance with ASC 410, “Asset Retirement and Environmental Obligations” (“ASC 410”), which establishes a uniform methodology for accounting for estimated reclamation and abandonment costs. According to ASC 410, the fair value of a liability for an asset retirement obligation (“ARO”) is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. To the extent that the ARO is related to fixed plant and equipment, an offsetting asset retirement cost is capitalized as part of the carrying value of the assets with which it is associated and depreciated over the useful life of the asset. The Company’s asset retirement obligations as at December 31, 2025 were $nil.

Our potential revenue and external funding are primarily denominated in U.S. dollars. Additionally, substantially all of our significant expenditures are made with reference to U.S. dollars. Accordingly, the Company and its subsidiaries use the U.S. dollar as their functional and reporting currency.

The risk factors for the threesix months ended MarchJune 31,30, 2026, are substantially the same as those set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

We were incorporated in Delaware in March 2009 under the Delaware General Corporation Law. We are an exploration company holding or controlling majority interests in the Desierto and Sarita Este concessions, adjoining gold-silver-copper exploration projects located in northwest Salta Province, Argentina.Argentina, Weand have also earned a 60% interest in Sand Canyon, an exploration-stage,exploration-stage gold-silver project in northwestern Nevada. WeFollowing arethe primarilycompletion focusedof the sale of Minera William in May 2026, the Company has completed its exit from Mexico, and its remaining focus is on advancing exploration activities at the Sarita Este/Desierto project in Argentina and continuethe toSand Canyon project in Nevada, together with its corporate activities and the review of additional exploration opportunities, primarily in South America.

During 2024 and 2025, the Company substantially divested its operations in Mexico and Argentina, including the Velardeñá Properties, the El Quevar silver silver project, the Yoquivo exploration property, and several Mexican subsidiaries. On May 14, 2026, the Company completed the sale of its remaining Mexican subsidiary, Minera William, S.A. de C.V., for total proceeds of $1.2 million.million; Thethe assets of Minera William include included net operating losses, a Capital Contribution Account (“CUCA”), the Par de Tres 2 mining concession, and the San Diego royalty. Because we Thehave Companydivested hasour nowmining substantiallyoperations, concludedour itsnear-term businessliquidity inis Mexicoprincipally dependent on proceeds from asset sales and isequity focusedfinancing, as onfurther itsdescribed explorationunder properties“Item in1. ArgentinaFinancial Statements—Note 2. Liquidity, Capital Resources and Nevada.Going Concern.”

During the three and six months ended ended MarchJune 31,30, 2026, other than the completed sale of Minera William, the Company had no new exploration activity or transactions of significance. The Company continued to focus on preserving cash resources while managing its exploration portfolio and evaluating strategic alternatives.

The Desierto project is located in the Puna geological region of Salta Province, Argentina. The Company controls 67% of the Desierto Project and continued discussionsits efforts to complete joint venture documentation with Cascadero Copper Corporation regarding joint venture arrangements during Q1the six months ended June 30, 2026. Following completion of the joint venture agreement, the Company anticipates initiating a Phase I drill program designed to test extensions of gold mineralization from the adjacent Sarita Este property. The timing of any drilling program depends on completing joint venture agreements and securing sufficient funding.

In January 2025, the Company exercised its option to earn a 60% interest in the Sand Canyon project in Humboldt County, Nevada. The parties are finalizing joint venture documentation. During Q1the six months ended June 30, 2026, no drilling was planned; the Company continued to review historical exploration data to inform future exploration plans.

For the results of operations discussed below, we compare the results of operations for the three and six months ended MarchJune 31,30, 2026, to the results of operations for the three and six months ended MarchJune 31,30, 2025.

Exploration expense. Our exploration expense, including property holding costs and allocated administrative expenses, totaled $0.06$27 millionthousand and $0.07$81 millionthousand for the three months ended MarchJune 31,30, 2026 and 2025, respectively, essentiallyand unchanged.$86 thousand and $152 thousand for the six months ended June 30, 2026 and 2025, respectively, and were lower than in the comparable prior-year periods, reflecting a reduced level of exploration and property-holding activity, primarily as a result of holding fewer properties following the disposition of the Company’s Mexican operations in late 2025.

Administrative expense. expense. Administrative expenses totaled $0.5$345 millionthousand for the three months ended MarchJune 31,30, 2026, compared to $0.7$748 millionthousand for the three months ended June 30, 2025, and $834 thousand for the threesix months ended MarchJune 31,30, 2026, compared to $1,463 thousand for the six months ended June 30, 2025. Administrative expenses, including costs associated with being a public company, are incurred primarily by our corporate activities in support of our exploration portfolio.portfolio and consist principally of professional fees, together with ongoing accounting and tax fees; investor-relations, transfer-agent, listing and regulatory fees, including annual-meeting and proxy costs; insurance; and salaries and benefits. The lowerdecrease administrativecompared expensewith wethe incurredprior-year during 2026 isperiods primarily relatedreflects lower toprofessional ourand continuedcorporate costcosts, reductionconsistent efforts.with the reduced scale of the Company’s activities following the disposition and wind-down of its Mexican operations.

Stock-based compensation. Stock-based compensation. Duringcompensation expense was $72 thousand for the three months ended MarchJune 31,30, 2026 and 2025,$145 wethousand incurredfor the $0.07six millionmonths ofended stock-basedJune compensation30, expense.2026. Stock-based compensation varies from period to period depending on the number and timing of equity instruments granted, the type of grant, the market value of the shares on the date of grant and other variables.

Income Taxes. We recorded zero$nil income tax expense for the three and six months ended MarchJune 31,30, 2026 and 2025.

AsDuring atthe Marchsix 31,months ended June 30, 2026, wethe did notCompany havecompleted sufficientthe resourcessale toof meetMinera ourWilliam expectedfor cash needsconsideration forof approximately $1.2 million and a periodprivate placement for aggregate gross proceeds of twelveapproximately months$0.9 beyondmillion the(net filingcash dateproceeds of thisapproximately 2026$0.8 Quarterlymillion). These transactions improved Reportthe onCompany’s Formcash 10-Q.position. AtAs Marchof 31,June 30, 2026, we had current assets of approximately $1.0$2.6 million, including consolidated cash and cash equivalents of approximately $0.9 million.$2.5 Onmillion, the same date, we hadand accounts payable and other current liabilities of approximately $0.9$1.0 million. Based on the Company’s internal assessment, we expect our cash resources to fund operations into early to mid-2027.

The Company’s only near-term opportunity to generate cash flow to meet its expected cash requirements is from theasset salesales, of assets, equityequity, or other external financing. The The Company has been evaluating and pursuing strategic alternatives to address its liquidity requirements. Subsequent to March 31, 2026, the Company completedNotwithstanding the saleimproved ofnear-term liquidity Minerafrom William,the S.A. de C.V. for total proceeds of $1.2 million andtransactions entered into a private placement to issue 3,740,000 shares of common stock at $0.2290 per share for expected gross proceeds of approximately $856,000, subject to Toronto Stock Exchange approval and expected to close on or around May 20, 2026. Based on current forecasts and taking into accountduring the proceeds fromperiod theseended transactions,June the30, Company expects its cash resources to fund operations into early 2027. Notwithstanding this improved near-term liquidity,2026, the Company has no revenue-generating operations and will require additional financing or asset monetization to sustain operations beyond the current forecast horizon. These conditions continue to raise substantial doubt about the Company’s ability to continue as a going concern.

At MarchJune 31,30, 2026, our aggregate consolidated cash and cash equivalents totaled $0.9approximately $2.5 million, compared to $1.3 million (plus $0.5 million of cash restricted for settlement of a value-added tax payable) at December 31, 20252025. (plusThere was no restricted cash ofat $0.5June million).30, 2026, as the value-added tax Combined,payable was settled during the period. During the six months ended June 30, 2026, cash, cash equivalents,equivalents and restricted cash decreased increased by $0.9approximately million$0.6 during the three months ended March 31, 2026,million, reflecting the following:

Some information contained in or incorporated by reference into this Quarterly Report on Form 10-Q (this “Form 10-Q”) may contain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. We use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe” and similar expressions (including negative and grammatical variations) to identify forward- looking statements. These statements include comments relating to (i) our anticipated near-term capital needs and potential sources of capital; (ii) our plans regarding exploration activities at the Desierto project and the completion of the related joint venture documents and formation of the joint venture with Cascadero Copper Corporation; (iii) plans regarding our Sand Canyon exploration property in Nevada including completion of joint venture documentation; (iv) projected spending during 2026; and (v) statements concerning our financial condition, business strategies, business and legal risks, and our financial outlook for 2026, including anticipated expenditures and cash inflows during the year. Although we believe the expectations and assumptions reflected in those forward-looking statements are reasonable, we cannot assure you that these expectations and assumptions will prove to be correct. Our actual results could differ materially from those expressed or implied in these forward-looking statements as a result of various factors described in this Form 10-Q, including: