WAMFF 10-K & 10-Q changes, risk factors and insider trading
Alaska Silver Corp. · OTC · Gold And Silver Ores · CIK 1893899 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
Please carefully consider the information set forth in this Quarterly Report on Form 10-Q and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report”). The risks described in our Annual Report, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our common stock. The occurrence of any of the risks discussed in such filings, or other events that we do not currently anticipate or that we currently deem immaterial, could harm our business, prospects, financial condition and results of operations.
There have been no material updates or changes to the risk factors previously disclosed in our Annual Report; provided, however, additional risks not currently known or currently material to us may also harm our business.
Full comparison: every changed paragraph (1)
Please carefully consider the information set forth in this Quarterly Report on Form 10-Q and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (theour “Annual Report”). The risks described in our Annual Report, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our common stock. The occurrence of any of the risks discussed in such filings, or other events that we do not currently anticipate or that we currently deem immaterial, could harm our business, prospects, financial condition and results of operations.
Management's Discussion & Analysis (MD&A)
Largest changes
As of June 30, 2026, our principal source of liquidity was cash of approximately $4,078,106. We have financed operations to date with proceeds from external financings. We do not have operating revenue to finance our existing obligations and therefore must continue to rely on external financing to generate capital to maintain our capacity to meet working capital requirements. We have relied on debt and equity raises to finance our operating activities since incorporation. We intend to continue to rely on debt and the issuance shares to finance our operations. However, there is a risk that additional financing will not be available on a timely basis or on terms acceptable to us. We do not have any material sources of unused sources of liquid assets. All liquid assets are available for use to finance our operations. Our management concluded that our recurring losses from operations, and the fact that we have not generated significant revenue or positive cash flows from operations, raised substantial doubt about our ability to continue as a going concern for the next 12 months.see in full comparison
“The Company’s Illinois Creek camp opened late May 2026, with some minor pre-season operations in March and April. Drilling commenced in June 2026 at it’s Waterpump Creek property and the recently discovered Silver Sage prospect (2025). The 2026 exploration program utilized two of the Company owned drill rigs to find extensions of mineralization at the Waterpump Creek prospect and define the mineralized zone identified by surface sampling in 2025 at the Silver Sage zone. …”see in full comparison
“The Company has announced its intent to pursue a private investment in public equity financing (the “PIPE Financing”) of up to 13,846,910 units (“Units”) at an offering price of C$0.55 per Unit for aggregate gross proceeds of up to C$7,615,800 (approximately US$5,462,000). The Company intends to use the proceeds from the Financing to expand its ongoing 2026 exploration program at the Illinois Creek Project. The Company currently has a 6,000-metre drilling program underway and intends to increase the program to approximately 9,000 metres. …”see in full comparison
“On May 13, 2026 we appointed Mr Aaron Shutt to the board of directors effective immediately. Also on May 13, 2026 we issued an aggregate of 1,045,609 RSUs to directors and officers and 960,000 stock options to certain directors, officers, employees and consultants of the Company, of which 500,000 stock options were granted to directors and officers of the Company. Each RSU entitles the holder to be issued one subordinate voting share of the Company on vesting. All of the RSUs will vest one year from the grant date. Each stock options is exercisable at C$0.805 for a period of five years.”see in full comparison
The netsee in full comparisonincomeloss for thethreesix months endedMarchJune31,30, 2026 was$1,234,517$490,706 compared to a net loss of$869,002$2,187,742 for thethreesix months endedMarchJune31,30, 2025. Thetransitiondecreasefrominanet loss in20252026 is due toincomeincreases in exploration and consulting expenses in 2026wasoffsetdue toby the gain on the revaluation of the derivativewarrant liability in 2026. This was partially offset by increases in exploration and consulting expenses in 2026.liability.
During the quarter endedsee in full comparisonMarchJune31,30, 2026, our main focus wasplanningtoforopen the camp and start the 2026 drilling seasonwith planning and coordinating for site activities and human resourcesat our Waterpump Creek project and newly discovered Silver Sage zone, located within the Illinois Creek Project. We areplanning for camp to open June 1st, 2026, and to start drilling shortly after that. We arealso planning fortwoadditionaltrenchingfieldprograms.workOneincludingwithinsoilthesampling,Illinois Creek broader areatrenching, andthe other at the TG North prospect.mapping.
Full comparison: every changed paragraph (28)
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended MarchJune 31,30, 2026, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States, or “U.S. GAAP”). This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors.
We were incorporated in the province of British Columbia on April 8, 2020 under the name 1246779 B.C. LTD. In November 2021, 1246779 B.C. LTD completed a business combination with Alaska Silver USA Corp (“ASUSA” and formerly “Western Alaska Copper and Gold Company”) and, on November 4, 2021 changed the name to Western Alaska Minerals Corp (“WACG”). On January 20, 2026, WACG changed the name to Alaska Silver USA Corp. On April 25, 2025, we changed our name to Alaska Silver Corp. We are a Canadian public company whose subordinate votingcommon shares are listed for trading on the TSX Venture Exchange (“TSXV”) under the symbol “WAM”. Onand October 2, 2025 our subordinate voting shares began tradingquoted on the OTCQX Exchange under the symbol “WAMFF”). Our principal executive office is located at 1500-1111 West Hastings St, Vancouver, British Columbia, V6E 2J3 Canada.
We have one directly-held wholly-owned subsidiary, ASUSA, and one indirectly held, wholly owned subsidiary, Piek Incorporated. ASUSA exists under the laws of Alaska and carries out exploration activities in Alaska.
We have adopted the mining disclosure standards of Subpart 1300 of Regulation S-K, or “S-K 1300”). We are subject to and required to disclose mineral resources and mineral reserves in accordance with S-K 1300. While the S-K 1300 rules are similar to National Instrument 43-101 rules in Canada, they are not identical and therefore two reports have been produced for the Illinois Creek Project. The disclosure in this quarterly report on Form 10-Q is related to the Illinois Creek Project is based on the S-K 1300 technical report summary entitled “S-K 1300 Technical Report Summary, Illinois Creek Project, Western Alaska, USA”, with an effective date of January 31,22, 20252026 and a signature date of AprilMarch 30,9, 2025.2026.
Other Corporate Matters and Recent Updates
In connection with a reverse takeover transaction in 2021, we created a dual share structure with subordinate voting shares and proportionate voting shares. The subordinate voting shares are listed for trading on the TSXV. The proportionate voting shares are, in effect, subordinate voting shares compressed at the ratio of 100:1 which have voting and economic rights on an as-converted basis. Each proportionate voting share is convertible into 100 subordinate voting shares. The proportionate voting shares are convertible to subordinate voting shares at the request of the shareholder. On March 9, 2026 we converted all of ourthe proportionate voting shares to subordinate voting shares. On May 11, 2026 we eliminated the class of proportionateProportionate voting sharesShares as an authorized class of shares and renamed the subordinateSubordinate votingVoting sharesShares of the Company to “commonCommon shares.Shares”.
PIPE Financing
The Company has announced its intent to pursue a private investment in public equity financing (the “PIPE Financing”) of up to 13,846,910 units (“Units”) at an offering price of C$0.55 per Unit for aggregate gross proceeds of up to C$7,615,800 (approximately US$5,462,000). The Company intends to use the proceeds from the Financing to expand its ongoing 2026 exploration program at the Illinois Creek Project. The Company currently has a 6,000-metre drilling program underway and intends to increase the program to approximately 9,000 metres. The Company expects the expanded program to provide flexibility for additional drilling at priority targets, including Waterpump Creek and Silver Sage. The Company also intends to use the proceeds for ongoing metallurgical and technical work, baseline environmental studies and general corporate purposes. The PIPE Financing is expected to close on or about August 14, 2026, subject to the satisfaction of customary closing conditions and receipt of all necessary regulatory approvals. Securities issued pursuant to the PIPE Financing will be subject to applicable resale restrictions under Canadian and United States securities laws. The Company provides no assurance that the planned PIPE financing will close, or that the Company will be able to use the proceeds to successfully advance its programs as described above.
On May 13, 2026 we appointed Mr Aaron Shutt to the board of directors effective immediately. Also on May 13, 2026 we issued an aggregate of 1,045,609 RSUs to directors and officers and 960,000 stock options to certain directors, officers, employees and consultants of the Company, of which 500,000 stock options were granted to directors and officers of the Company. Each RSU entitles the holder to be issued one subordinate voting share of the Company on vesting. All of the RSUs will vest one year from the grant date. Each stock options is exercisable at C$0.805 for a period of five years.
During the quarter ended MarchJune 31,30, 2026, our main focus was planningto foropen the camp and start the 2026 drilling season with planning and coordinating for site activities and human resources at our Waterpump Creek project and newly discovered Silver Sage zone, located within the Illinois Creek Project. We are planning for camp to open June 1st, 2026, and to start drilling shortly after that. We are also planning for twoadditional trenchingfield programs.work Oneincluding withinsoil thesampling, Illinois Creek broader areatrenching, and the other at the TG North prospect.mapping.
The Company’s Illinois Creek camp opened late May 2026, with some minor pre-season operations in March and April. Drilling commenced in June 2026 at it’s Waterpump Creek property and the recently discovered Silver Sage prospect (2025). The 2026 exploration program utilized two of the Company owned drill rigs to find extensions of mineralization at the Waterpump Creek prospect and define the mineralized zone identified by surface sampling in 2025 at the Silver Sage zone. Numerous other field studies have been conducted, including trenching, soil sampling, and reconnaissance mapping across other prospects in the district. Numerous contractors have also conducted work as part of our regular de-risking studies and as additional studies to support the Proposed Access Road.
Comparison of the ThreeSix Months Ended MarchJune 31,30, 2026 and 2025
The net incomeloss for the threesix months ended MarchJune 31,30, 2026 was $1,234,517$490,706 compared to a net loss of $869,002$2,187,742 for the threesix months ended MarchJune 31,30, 2025. The transitiondecrease fromin anet loss in 20252026 is due to incomeincreases in exploration and consulting expenses in 2026 wasoffset due toby the gain on the revaluation of the derivative warrant liability in 2026. This was partially offset by increases in exploration and consulting expenses in 2026.liability.
During the three months ended MarchJune 31,30, 2026, the Company incurred salaries and management fees related to directors and key management of $228,736$228,883 (2025 - $208,342$195,660).
During the three months ended MarchJune 31,30, 2026, the Company incurred share-based compensation related to directors and key management of $49,842$202,010 (2025 - $58,460$97,319).
LIQUITYLIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2026, our principal source of liquidity was cash of approximately $4,078,106. We have financed operations to date with proceeds from external financings. We do not have operating revenue to finance our existing obligations and therefore must continue to rely on external financing to generate capital to maintain our capacity to meet working capital requirements. We have relied on debt and equity raises to finance our operating activities since incorporation. We intend to continue to rely on debt and the issuance shares to finance our operations. However, there is a risk that additional financing will not be available on a timely basis or on terms acceptable to us. We do not have any material sources of unused sources of liquid assets. All liquid assets are available for use to finance our operations. Our management concluded that our recurring losses from operations, and the fact that we have not generated significant revenue or positive cash flows from operations, raised substantial doubt about our ability to continue as a going concern for the next 12 months.
On March 21, 2025, we completed an unsecured loan transaction with certain lenders (the “Lenders”), pursuant to which we issued promissory notes in the aggregate principal amount of $1,200,000 (the “Loan”). The Loan will mature after 36 months and bear interest at rate of 10% per annum. The Loan will be payable after 12 months. In addition, we also issued to the Lenders an aggregate of 2,697,600 bonus warrants. Each bonus warrant entitles the holder to purchase one subordinate votingcommon share at an exercise price of C$0.64 for a period of 36 months from the date of issuance. Of the $1,200,000, $175,000 was loaned to us by certain of our executive officers and directors, who also received an aggregate of 393,400 warrants. On March 23, 2026, we repaid the promissory note of $1,200,000 with $120,000 interest and recognized a loss of $452,492 on settlement of the promissory note.
Cash flows for the threesix months ended MarchJune 31,30, 2026
The following table presents a summary of our cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025:
As of MarchJune 31,30, 2026, we had working capital of $2,064,814$480,873 (December 31, 2025 – working capital of $1,176,731).
As of MarchJune 31,30, 2026, we had cash of $6,433,387$4,078,106 (December 31, 2025 – $9,054,203).
Cash used in operating activities during the threesix months ended MarchJune 31,30, 2026, was $1,673,826$3,690,468 (2025 - $488,601$1,393,889). Cash was mostly spent on exploration, management fees, marketing fees, professional fees and consulting fees.
During the threesix months ended MarchJune 31,30, 2026, we spent $12,786 (2025 - $nil) on mineral properties acquisition and $nil$400,893 (2025 - $nil) on equipment purchasesand formineral theproperties camp.acquisition.
During the threesix months ended MarchJune 31,30, 2026, we spent $934,204$884,736 (2025 – received $1,149,983$1,142,907) in net financing activities. The cash used in financing activities was to repay the Loanpromissory with accrued interest of $1,320,000 in 2026.note.
The following table summarizes the fully diluted number of subordinate votingcommon shares outstanding as of MarchJune 31,30, 2026:
Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to continue our operation as a going concern for the foreseeable future and will be able to realize our assets and discharge our liabilities in the normal course of business. At MarchJune 31,30, 2026, we had not achieved profitable operations and had an accumulated deficit of $48,130,769.$49,855,992.
We have no source of revenue, income or cash flow. We are wholly dependent upon raising monies through the sale of our subordinate votingcommon shares to finance our business operations. There can be no assurances that this capital will be available in amounts or on terms acceptable to us, or at all.
WAMFF insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding WAMFF (13F)
None of the 59 investors we track reported a position in their latest 13F.