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

Declines in market prices could cause an operator to cease or slowdownslow down exploration and development activities, reduce, suspend, or terminate production production from an operating project or construction work at a development projectproject, which would negatively impact our ability to obtain revenues revenues from our interests in the future. A price decline may result in a material and adverse effect on our business, results of operations and financial condition.

As part of our business strategy, we will seek to purchase or otherwise acquire gold and other precious metal royalties, streams or similar interests from third partythird-party natural resource companies and others. In pursuit of such opportunities, we may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions. There can be no assurance that we will be able to identify and complete any acquisition, transaction, or business arrangement that we pursue on favorable terms or at all, or that any acquisition, transaction or business arrangement completed will ultimately benefit us.

Royalty interests are generally subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects are located. Operators and other parties to the agreements governing our existing or future royalty or other interests may interpret our interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights. We may or may not be successful in enforcing our contractual rights, and our revenues relating to any challenged royalty interests may be delayed, curtailed or eliminated during the pendency of any such dispute or in the event our position is not upheld, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. Disputes could arisearise, challenging, among other things, methods for calculating the royalty interest, various rights of the operator or third parties in or to the royalty interest or the underlying property, the obligations of a current or former operator to make payments on royalty interests, and various defects or ambiguities in the agreement governing a royalty interest.

We depend on the services of our Chief Executive Officer, Chief Financial Officer, management, and other key employees; the loss of any key employeeemployee, coupled with an inability to replace the key employeeemployee, could harm our operating results.

We believe that our success depends on the continued service of our key executive management personnel. We are entirely dependent on the efforts of Alan Day, our CEO, and director,chairman of the board of directors, and Jeffrey Cocks, our CFO and director. The loss of services of key members of management management or other key employees could disrupt the conduct of our business and jeopardize our ability to maintain our competitive position in the industry. From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate our business. The number of persons skilled in the acquisition, exploration and development of royalty interests is limited and there is competition for such persons. Recruiting and retaining qualified executive management and other key employees is critical to our success and there can be no assurance of such success. If we are not successful in attracting and retaining qualified personnel, our ability to execute our business model and growth strategy could be affected, which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

It is likely that the development and exploration of our assets will require substantial additional financing. Further exploration and development of our assets and/or other properties acquired by us may be dependent upon our ability to obtain acceptable financing through equity or debt, and there can be no assurance that we will be able to obtain adequate financing in the future or that the terms of such financing will be acceptable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of our projectsprojects, and we may become unable to carry out our business objectives.

We currently rely on only a limited number of propertiesproperties, and our inability to increase and diversify our assets could harm our operating results.

Our material property interests consist of the Loman Property, the Swales Property and the Agai-Pah Property all ofProperty, which are located in Nevada and the Belshazzar Property Property, which is located in Idaho. As a result, unless we acquire additional property interests and diversify our asset base, any adverse developments affecting these properties would have a material adverse effect upon us and would materially and adversely affect the potential mineral resource production, profitability, financial performance and results of our operations. While we may seek to acquire additional mineral properties in accordance with our business objectives, there can be no assurance that we will be able to identify suitable additional mineral properties or, if we do identify suitable properties, that we will have sufficient financial resources to acquire such properties or that such properties will be available on terms acceptable to us or at all and that we will be able to successfully develop such properties and bring such properties into commercial production.

The exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time. FewA few properties that are explored are ultimately developed into producing minesmines, and there is no assurance that any of our projects can be mined profitably. Substantial expenditures are required to establish mineral resources and reserves through drilling, to develop metallurgical processes to extract the metal from the ore and in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. It is impossible to ensure that our current exploration and development programs will result in profitable commercial mining operations. Our profitability will be, in part, directly related to the cost and success of its exploration and development programs, which may be affected by a number of factors. Substantial expenditures are required to establish mineral resources and reserves that are sufficient to support commercial mining operations and to construct, complete and install mining and processing facilities on those properties that are actually developed.

There are uncertainties as to title matters in the mining industry. Any defects in title could cause us to lose rights in our mineral properties and jeopardize our business operations. Our mineral property interests currently consist of unpatented mining claims located on lands administered by the United States’States Department of the Interior’s Bureau of Land Management (the “BLM”), Nevada State OfficeOffice, to which we only have possessory title. Because title to unpatented mining claims is subject to inherent uncertainties, it is difficult to determine conclusively the ownership of such claims.claims conclusively. These uncertainties relate to such things as sufficiency of mineral discovery, proper location and posting and marking of boundaries, proper and timely payment of annual BLM claim maintenance fees, the existence and terms of royalties, and possible conflicts with other claims not determinable from descriptions of record.

Through no fault of our own, we could be involved in expensive and time consumingtime-consuming litigation that could have a material adverse effect on our operations.

During the year ended December 31, 2024,2025, we recognized $4,357a $29,149 gain on fair value of investments in equity securitysecurities (20232024 – $100,700 loss$4,357)., The gain resulted from the revaluation of WRR Shares andwhich was mainly caused mainly by the increasedincrease of market price of WRR Shares from CAD$0.145 per share at December 31, 2023, to CAD$0.17 per share at December 31, 2024, to CAD$0.24 per share at December 31, 2025, and to a smaller degreeextent fromdue theto fluctuation of exchange rates between the US and Canadian dollars. In addition, we earned $393,334$234,393 in interest income, which increaseddecreased in comparison to $121,168 $393,334 we earned during the year ended December 31, 2023,2024, as a result of largerreduced cash balances fromwe capitalheld raise.in our bank accounts. During the same period, we recognized a $500 loss due to fluctuations in foreign exchange rates (2024 – $16).

During the year ended December 31, 2024,2025, we incurredrecorded a net loss of $3,561,710, as$3,730,970, compared to a net loss of $2,654,950$3,561,710 we incurred duringfor the year ended December 31, 2023.2024. This changeincrease was mainly resulteddue fromto increasedhigher exploration activities and lower interest income. These effects were partly offset by lower investor awareness and marketing expensesexpenses, whichreduced weredirector and officer compensation, and a rise in partgains offsetfrom the fair value of byequity increased interest income and decreased professional fees.investments.

During the year ended December 31, 2024,2025, our operations were funded with cash on hand. The cash that we had on hand at December 31, 2024,2025, was generated from the issuance of 12,499,343 Units under the offering statement on Form 1-A (the “Offering”) for net cash proceeds of $9,598,012, which we closed during the year ended December 31, 2023, and from the exercise of Warrants,warrants we issued as part of the Offering.Offering, and to a smaller extent, cash generated from sale of shares under the registration statement on Form S-1 (the “Registration Statement”).

Due to the exploration rather than the production nature of our business, our operating activities do not generate cash flows,flows and cannot satisfy our cash requirements. However, we believe that the cash we were able to generate from the Offering will allow us to support our operationsoperations, including our planned exploration programs and the general day-to-day business activities for the next 12-month period. We will continue to look for opportunities to generate additional cash through future equity or debt financings.

During the year ended December 31, 2024,2025, net cash used in operating activities increased by $954,734 or 100%, to $1,909,016 for the year ended December 31, 2025, compared with $954,282 for the comparative period in 2024. During the year ended December 31, 2025, we used $954,282 in our operating activities. Of this amount we used $1,310,654 $2,150,096 to cover our cash operating costs, which were determined by reducing theour net loss of $3,561,710 the Company incurred during the year$3,730,970 by non-cash items included in the net loss of $2,251,056.$1,580,874. This use of cash waswas, in partpart, offset by a $348,232 decrease in our prepaid expenses of $133,397, by a $102,683 increase in accounts payable and $8,140accrued liabilities, and a $5,000 increase in accounts payable.related party payables.

During the year ended December 31, 2023,2024, we used $1,145,448$954,282 in our operating activities. Of this amountamount, we used $593,556$1,310,654 to cover our cash operating operating costs, which were determined by reducing the net loss of $2,654,950$3,561,710 the Company incurred during the year,year by non-cash items included included in the net loss of $2,061,394;$2,251,056. weThis used $536,205 to increase our prepaid expenses, of which $500,367 were associated with prepaid advertising and investor relation costs, and we used further $17,031 to reduce amounts due to our related parties. These usesuse of cash werewas in part offset by a $1,344$348,232 decrease in prepaid expenses and $8,140 increase in accounts payable and accrued liabilities.payable.

Net cash provided by/(used in) investing activities

During the year ended December 31, 2024,2025, we spent $20,000 to make an option payment on ourthe Swales Property, which was initially accrued at December 31, 2023,2024, $325,000and $40,000 to acquiremake NSRoption payments on Laponour CanyonAgai-Pah Project,and $150,000Belshazzar toProperties. acquireThis NSRuse onof Pikesfunds Peakwas Project,offset $1,500,000by to$100,000 exercise ourwe option to acquire 1% production royaltyreceived on the Olinghousesale Project. In addition, we paid $20,000 forof our option on Agai-Pah Property and $20,000 for our option on Belshazzar Property. In addition, we advanced to Walker River Resources, LLC $200,000interest in exchange for a promissory note for a maximum of $500,000. The principal amount advanced under the noteSwales payable accumulates interest at a rate of 12% per annum.Property.

During the year ended December 31, 2024, we issued 455,375 shares for total proceeds of $546,450 on exercise of the Warrants issued as part of the Offering, which the Company closed in its fiscal 2023 year. Of this amount, $18,000 was received during the year ended December December 31, 2023. In addition, we recorded an additional $600 as obligation to issue shares on the exercise of the Warrants, as the shares were issued subsequent to December 31, 2024.Warrants. We paid $2,999 in share issuance costs associated with exercise of these Warrants. We paid $45,000 in future share issuance costs associated with the registration statement on Form S-1 we filed with the SEC in October of 2024.

At December 31, 2024,2025, we had a working capital surplus of $6,234,471$4,100,734 and cash on hand of $7,036,161,$5,455,294, which is sufficient enough to support our our current plan of operationsoperations, including exploration programsprograms, for the next 12-month period. Our investment in equity security is represented by 511,750 WRR Shares valued at $60,462.$89,611.

To support our operations beyond the 12-month period, we are planning to continue actively pursuing other means of financing our operationsoperations, including equity and/or debt financing. In October of 20242024, we filed a registration statement on Form S-1 with the SEC, which was made effective November 8, 2024. Under the registration statement, we cancould sell up to an additional $25,000,000 shares of our common stock.stock, of which we sold 180,000 shares during the year ended December 31, 2025. We decided not to maintain the registration statement.

During the year ended December 31, 2023,2025, we used $60,000$20,000 to make annualan option payment on the Swales Property, which was initially accrued at December 31, 2024, and an additional $40,000 to make option payments onfor Swales Property,our Agai-Pah Property, and Belshazzar Property, at $20,000 for each property.Properties.

We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025. You should refer to the Condensed Consolidated Financial Statements and related Notes in conjunction conjunction with this discussion.

Our condensed consolidated financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America (“US GAAP”) and are presented in US dollars. US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risks and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to US GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our condensed consolidated financial statements.

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended MarchJune 31,30, 2026 and 2025, together with notes thereto, which are included in this Quarterly Report on Form 10-Q, as well as our most recent audited consolidated financial statements on Form 10-K for the year ended December 31, 2025.

On the closing of the Earn-in Agreement, the $200,000 principal we advanced under a promissory note dated December 19, 2024, including accrued interest of $2,835, was deemed satisfied in full and credited toward Nevada Canyon’s exploration expenses obligations for the first Annual Period. As of MarchJune 31,30, 2026, we incurred a total of $1,702,969$2,029,828 in exploration expenditures on the Lapon Canyon Project.

Three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025:

We had no revenues for the three and six months ended MarchJune 31,30, 2026 and 2025. Due to the exploration rather than the production nature of our business, we do not expect to have significant operating revenue in the foreseeable future.

During the three months ended MarchJune 31,30, 2026, our operating expenses decreasedincreased by $564,237$133,959, or 59%,31%, to $384,998 as$562,624, compared towith $949,235$428,665 for the the three months ended MarchJune 31,30, 2025. Our largest expense item was associated with directorexploration andexpenses, officerwhich compensationtotaled of$349,439, $128,117, representingan an increase of $11,450$245,483 from the $116,667 we incurred during the three months ended March 31, 2025. The director and officer compensation was associatedcompared with stock-based compensation to acquire up to 1,800,000 common shares at $0.83, expiring on September 10, 2028, which were granted to our new directors and the president during the 2025 period under our Stock Option Plan. During the comparative period ended March 31, 2025, the director and officer compensation was associated with the vesting of shares we granted to our VP of Operations on February 24, 2023. Our second largest expense for the three months ended March 31, 2026, was associated with consulting fees, which decreased by $23,890 to $100,277 from $124,167 we incurred during the comparative period. Our exploration expenses totaled $84,131, a decrease of $186,553 compared to $270,684$103,956 incurred during the comparative period; this amount was incurred under the Earn-in Agreement Agreement with Walker River. Our second-largest expense for the three months ended June 30, 2026, was director and officer compensation of $129,541. The director and officer compensation was associated with stock-based compensation to acquire up to 1,800,000 common shares at $0.83, expiring on September 10, 2028, granted to our new directors and the president during the year ended December 31, 2025, under our Stock Option Plan. During the comparative period ended June 30, 2025, we did not incur any expenses associated with director and officer compensation. These increases were partially offset by decreased consulting fees of $22,501, compared with $134,166 incurred during the comparative period, and decreased investor awareness and marketing expenses of $24,934, which decreased by $129,842 from $154,776 incurred during the comparative period ended June 30, 2025, representing the largest decrease for the period. Our transfer agent and filing fees decreased by $11,393 to $11,115, and professional fees decreased by $7,252 to $6,018 for the three months ended June 30, 2026. All other expenses remained relatively steady compared with the prior year.

During the three months ended MarchJune 31,30, 2026, we recognized a $22,366$25,544 gainloss on fair value of investments in equity securities (MarchJune 31,30, 2025 – –$1,471 $1,834gain), which was mainly caused by the increasedecrease of market price of WRR Shares from CAD$0.24 per share at December 31, 2025, to CAD$0.305 per share at March 31, 2026, to CAD$0.24 per share at June 30, 2026, and to a smaller extent due to fluctuation of exchange rates between the US and Canadian dollars. In addition, we earned $39,287$37,853 in interest income, which decreased in comparison to the $65,131$62,575 we earned during the three months ended March 31,June 30, 2025, as a result of reduced cash balances we held in our bank accounts. During the same period, we recognized a $522$420 loss due to fluctuations in foreign exchange rates (MarchJune 31,30, 2025 – $Nil$498).

During the three months ended MarchJune 31,30, 2026, we reported a net loss of $323,867,$550,735, compared to a net loss of $882,270$365,117 during the same period in in 2025. This decreaseincrease was primarily due to lowerhigher exploration activities,activities and non-cash director and officer compensation, which were partly offset by lower investor awareness,awareness and marketing expenses, along with higher gains on fair value adjustments on our investments. These changes were partly offset by increased director and officer compensation, higher general and administrative expenses, and lower interestconsulting income.fees.

As of MarchJune 31,30, 2026, we had a cash balance of $5,162,642$4,922,840 and working capital of $3,960,396$3,524,746 with cash flows used in operations totaling $532,454 $292,652 for the threesix months then ended. During the threesix months ended MarchJune 31,30, 2026, our operations were funded with cash on hand. The cash that we had on hand at MarchJune 31,30, 2026, was mainly generated from the sale of our common shares through the offering statement on Form 1-A (the “Offering”), which we closed during the year ended December 31, 2023, and to a smaller extent from the exercise of warrants we issued as part of the Offering.

During the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities decreased by $284,521$131,150, or 49%,20%, to $292,652$532,454 for the threesix months months ended MarchJune 31,30, 2026, compared with $577,173$663,604 for the comparative period in 2025. DuringFor the threesix months ended MarchJune 31,30, 2026, we used $140,338 $535,988 to cover our cash operating costs, which were determined by reducing our net loss of $323,867$874,602 by non-cash items included in the net loss of $183,529,$338,614 by decreasing our amounts due to increaserelated parties by $50,000 and by increasing our prepaid expenses by $56,743,$12,713. andThese touses of decreasecash were partly offset by an increase in our accounts payable byand $95,571.accrued liabilities of $66,247.

During the threesix months ended MarchJune 31,30, 2025, we used $577,173$663,604 in our operating activities. This cash wasWe used $717,856 to cover our cash operating costscosts, of $447,935, which were determined by reducing our net loss of $882,270$1,247,387 by non-cash items included in the net loss of $434,335,$529,531. andThis to increase our prepaid expenses by $142,249. These usesuse of cash were was in part offset by a $13,011decrease in our prepaid expenses of $23,935 and by a $30,317 increase in accounts payable and accrued liabilities.

During the threesix months ended MarchJune 31,30, 2026, we recognized $22,366$3,178 gainloss on revaluation of fair value of our investment in WRR Shares. In addition, we recognized $77,778 on vesting of shares we awarded to our consultants, in accordance with the agreements we executed in February of 2023, and $128,117$257,658 related to the fair value of options granted to our president and directors that vested during the period.

During the threesix months ended MarchJune 31,30, 2025, we recognized $1,834$3,305 gain on revaluation of fair value of our investment in WRR Shares.Shares and $20,000 gain on sale of our interest in Swales Property. In addition, we recognized $116,667 on vesting of shares awarded to our former VP of Operations and $116,667$233,334 on vesting of shares we awarded to our consultants, in accordance with the agreements we executed in February of 2023. An additional $202,835 were associated with conversion of the balance receivable under the note and interest receivable from WRR into eligible exploration exploration expenditures under the Earn-in Agreement with WRR.

During the threesix months ended MarchJune 31,30, 2026, we did not have any financing transactions that affected our cash balances. During the six months ended June 30, 2025, we issued 180,000 shares for total proceeds of $288,149 under the registration statement we filed with with the SEC, which became effective on November 8, 2024. During the three months ended March 31, 2026, we did not have any financing transactions that affected our cash balances.

At MarchJune 31,30, 2026, we had a working capital surplus of $3,960,396$3,524,746 and cash on hand of $5,162,642,$4,922,840, which is sufficient to support our current plan of operations, including exploration programs, for the next 12-month period. Our investment in equity security is represented by 511,750 WRR Shares valued at $111,977.$86,433.

During the threesix months ended MarchJune 31,30, 2026, we did not have any capital expenditures.

During the quarter ended MarchJune 31,30, 2026, we continued to maintain our focus on the Lapon Canyon Project under the Exploration Stream Earn-in Agreement with Walker River Resources. Remaining mineral property interests are considered secondary, and exploration efforts on these may be rescheduled rescheduled to accommodate exploration programs scheduledfor forthe Lapon Canyon Project.

The table below provides a summary of the Company’s mineral property and royalty interests as at MarchJune 31,30, 2026:

As of MarchJune 31,30, 2026, the total cost of the Lazy Claims Property was $Nil, and it had no plant noror equipment associated with it. During the threesix months ended MarchJune 31,30, 2026 and 2025, the Company did not incur any expenses associated with the Lazy Claims.

As of MarchJune 31,30, 2026, the total cost of the Loman Property was $10,395, and it had no plant noror equipment associated with it. During the threesix months ended MarchJune 31,30, 2026 and 2025, the Company did not incur any expenses associated with the Loman Claims.

On May 19, 2021, the Company entered into an exploration lease with an option to purchase agreement (the “Agai-Pah Property Agreement”) with MSM Resource, L.L.C. (“MSM”), a Nevada limited liability Corporationcompany on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres, located in Nevada about 10 miles northeast of the town of Hawthorne (the “Agai-Pah Property”). Alan Day, the CEO and chairman of the board of the Company (“Mr. Day”), is the managing member of MSM.

Full consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Agai-Pah Property Agreement on May 19, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Agai-Pah Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”). To exercise the Agai-Pah Purchase Option, the Company will be required to pay $750,000 (the “Agai-Pah Purchase Price”). The Agai-Pah Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of MSM. The annual payments paid by the Company to MSM, shall not be applied or credited against the Purchase Price. As at June 30, 2026, we accrued the fifth $20,000 anniversary payment.

As of MarchJune 31,30, 2026, the total cost of the Agai-Pah Property was $100,000,$120,000, and it had no plant noror equipment associated with it. During the three and six months ended MarchJune 31,30, 2026, thewe Companydid spentnot $Nilincur in explorationany expenses associated with the Agai-Pah Property (three months ended June 30, 2025 - $2,444$3,859; six months ended June 30, 2025 - $8,081).

On June 4, 2021, the Company entered into an exploration lease with an option to purchase agreement (the “Belshazzar Property Agreement”) with Belshazzar Holdings, L.L.C. (“Belshazzar”), a Nevada Limitedlimited Liabilityliability Corporationcompany on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claims totaling 200 acres, located in Idaho (the “Belshazzar Property”). Mr. Day is the managing member of Belshazzar.

Full consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Property Agreement on June 4, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Belshazzar Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”). To exercise the Belshazzar Purchase Option, the Company will be required to pay $800,000 (the “Belshazzar Purchase Price”). The Belshazzar Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Belshazzar. The annual payments paid by the Company to Belshazzar, shall not be applied or credited against the Belshazzar Purchase Price. The Belshazzar Property is subject to a 1% Gross Returns Royalty payable to the property owner, from the commencement of commercial productionproduction, subject to certain terms. As at June 30, 2026, we accrued the fifth $20,000 anniversary payment.

As of MarchJune 31,30, 2026, the total cost of the Belshazzar Property was $100,000,$120,000, and it had no plant noror equipment associated with it. During During the three and six months ended MarchJune 31,30, 20262026, and 2025, the Companywe did not incur any expenses associated with the Belshazzar Property.Property (three and six months ended June 30, 2025 - $2,294).

As of MarchJune 31,30, 2026, the total cost of the Olinghouse Royalty was $1,740,000. We had no plant noror equipment associated with Olinghouse Royalty. During the three and six months ended MarchJune 31,30, 2026 and 2025, the Companywe did not incur any expenses associated with the Olinghouse Olinghouse Project.

On January 27, 2022, the Company’s wholly owned subsidiary, Nevada Canyon, LLC, entered into a Royalty Purchase Agreement (the “Royalty Agreement”) with Smooth Rock Ventures, LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. (“Smooth Rock”), to acquire a 2% NSR on the Palmetto Project (the “Palmetto Project”), located in Esmeralda County, Nevada.Nevada for a one-time cash payment of $350,000.

As of MarchJune 31,30, 2026, the total cost of the Palmetto Royalty was $350,000. The Company did not have any plant nor equipment associated with Palmetto Royalty. During the three and six months ended MarchJune 31,30, 2026 and 2025, the Companywe did not incur any expenses associated with the Palmetto Project.

As of MarchJune 31,30, 2026, the total cost of the Lapon Canyon Project, as it relates to the royalty interest, was $325,000. During the three and six months ended MarchJune 31,30, 2026 and 2025, the Companywe did not incur any expenses associated with the royalty interest on the Lapon Canyon Project.

As of MarchJune 31,30, 2026, the total cost of the Pikes Peak Project was $150,000. The CompanyWe did not have any plant nor equipment associated with the Pikes Peak Project. During the three and six months ended MarchJune 31,30, 2026 and 2025, the Companywe did not incur any expenses associated with the Pikes Peak Project.

On February 10, 2026, we entered into an agreement with BBA Consultants USA LP (“BBA”) to develop a mineral resource estimate. We anticipate that the project will take approximately 13 weeks and will cost an estimated $115,000. As of MarchJune 31,30, 2026, we paidincurred a$58,540 $22,580in retainercosts representingassociated approximately 20% ofwith the total projected cost, which will be credited against the final invoice for the project. The retainer has been included in prepaid expenses.MRE.

We evaluate impairment of our long-lived assets by applying the provisions of US GAAP. In applying those provisions, we have not recognized any impairment charge on our long-lived assets during the threesix months ended MarchJune 31,30, 2026.