What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-14 · 254 added, 238 removed, 114 unchanged (81% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

We were incorporated in Delaware

in March 2009 under the Delaware General Corporation Law.

We are an exploration company holding majority joint venture interests in the

Desierto and Sarita Este concessions, adjoining gold-silver-copper exploration projects located in northwest Salta Province Argentina,

a 60% joint venture interest in Sand Canyon, an exploration-stage, gold-silver project in northwestern Nevada, and interests in other

mineral exploration properties located primarily in or near historical precious metals producing regions in Argentina and Mexico.

primarily focused on advancing exploration activities at the Sarita Este/Desierto project.

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

The first three of the Velardeña Sales Agreements which include 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.

Velardeña Buyer has made payments of approximately $2.97 million through August 13, 2025, and is currently in default.

we retain title to the plant, the Velardeña Buyer has had operational control of the plant, and we have not had access to the

property, since mid-year 2024.

During June 2025, we transferred all environmental permits to the Velardeña Buyer.

We continue to

hold our remaining 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.

Management’s Discussion and

Analysis of Financial Condition and Results of Operations

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.

We have also earned in 60% interest in Sand Canyon, an exploration-stage, gold-silver project in northwestern

Nevada, and have interests in other mineral exploration properties located primarily in or near historical precious metals producing

regions in Argentina and Mexico.

We are primarily focused on advancing exploration activities at the Sarita Este/Desierto

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 included 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.

We received the $3.0 million purchase price in a series of periodic payments, with

the Velardeña Buyer making the final payment on October 10, 2025.

With this closing, we have transferred the title to the oxide

plant and the water wells to the Velardeña Buyer and have now fully divested our Velardeña operations, allowing us to concentrate

our resources on advancing our exploration portfolio.

In October 2024, we completed

the sale of Silex Argentina, which is the sole owner of El Quevar, our advanced exploration property in Argentina for $3.5 million.

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

the sale of Silex Argentina, which was 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.

In April 2025 the Company completed the sale of an additional Mexican subsidiary holding tax

losses and 5 minor property concessions for $600,000.

In April 2025 we completed the sale of an additional Mexican subsidiary holding tax losses

and 5 minor property concessions for $600,000.

The Company continues to hold an interest in several remaining exploration properties,

1 unchanged sentence

an exploration stage, gold-silver project in northwestern Nevada.

Because we have ceased production

at the Velardeña Properties, our only near-term opportunity to generate cash flow is from the sale of assets or new sources of

debt or equity capital.

The Company 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 first 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.

Because we have divested

our Velardeña operations, our only near-term opportunity to generate cash flow is from the sale of assets or new sources of debt

or equity capital.

The Company is evaluating and pursuing alternatives to obtain funds to continue as a going concern, including the

potential sale of the Company, 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

second 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.

2025 Highlights

The Company has achieved a

significant reduction in liabilities and a significant decrease in its cost structure through its restructuring efforts in 2024 which

continued into the first half of 2025.

These combined actions allowed us to strengthen our balance sheet and preserve capital, enabling

us to shift focus toward our most promising exploration assets as further described below.

We expect the restructuring actions to be completed

once the remaining sales agreement for the Velardeña assets is completed, which we anticipate in the third quarter of 2025.

The Company has achieved

a significant reduction in liabilities and a significant decrease in its cost structure through its restructuring efforts in 2024 which

has continued during 2025.

These combined actions have allowed us to strengthen our balance sheet and preserve capital, enabling us to

shift focus toward our most promising exploration assets as further described below.

Sarita Este / Desierto Project

3 unchanged sentences

The Company controls 67% of the Desierto Project.

The Company has completed joint venture agreements for the Sarita Este property with Cascadero Copper Corporation (“Cascadero”),

The Company has completed joint venture agreements for the Sarita Este property, 51% owned, with Cascadero Copper Corporation (“Cascadero”),

and remains in negotiation with Cascadero regarding joint venture arrangements for Desierto.

The Company anticipates initiating a Phase

I drill program designed to test extensions of gold mineralization observed at the adjacent Sarita Este property.

Data obtained from the

initial drilling program is expected to support refinement of the Desierto geological model and further evaluation of potential synergies

with the Sarita Este project.

Pending the resolution of the joint venture

agreement, the Company anticipates initiating a Phase I drill program designed to test extensions of gold mineralization observed at

the adjacent Sarita Este property.

Data obtained from the initial drilling program is expected to support refinement of the Desierto

geological model and further evaluation of potential synergies with the Sarita Este project.

Sand Canyon Project

14 unchanged sentences

discussed below, we compare the results of operations during 2025 to the corresponding period from 2024.

Three months Ended June 2025

Three months Ended September 2025

Exploration expense.

We recorded a nominal amount of exploration expense, including property holding costs and allocated administrative expenses, for the three

months ended June 30, 2025 and 2024.

We recorded exploration expense of approximately $0.2 million for the three months ended September 30, 2025 and 2024.

These exploration

costs include property holding costs, including mineral claim fees and options payments, as well as allocated administrative expenses.

Administrative expense.

Administrative expenses totaled $0.7 million for the three months ended June 30, 2025, compared to $1.1 million for the three months

ended June 30, 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 lower administrative expense we incurred during 2025 is primarily related to

our cost reduction efforts.

Administrative expenses totaled $0.4 million for the three months ended September 30, 2025, compared to $0.8 million for the three

months ended September 30, 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 lower administrative expense we incurred during 2025 is primarily

related to our cost reduction efforts.

Stock-based compensation.

During the three months ended June 30, 2025 and 2024, we incurred approximately $0.1 million and $0.2 million, respectively, of expense

related to stock-based compensation.

Stock-based compensation varies from period to period depending on the number and timing of shares

granted, the type of grant, the market value of the shares on the date of grant and other variables.

During the three months ended September 30, 2025 and 2024, we incurred approximately $0.07 million and $0.08 million, respectively, of

expense related to stock-based compensation.

Stock-based compensation varies from period to period depending on the number and timing

of shares granted, the type of grant, the market value of the shares on the date of grant and other variables.

Interest and other income,

We recorded a nominal amount of interest and other income, net for the three months ended June 30, 2025 and 2024.

We recorded a nominal amount of interest and other income, net for the three months ended September 30, 2025 and 2024.

Loss on foreign currency

transactions.

We recorded a nominal amount of loss on foreign currency transactions for the three months ended June 30, 2025 and 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.

We recorded a nominal amount of loss on foreign currency transactions for the three months ended September 30, 2025

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.

Income Taxes.

zero income tax expense for the three months ended June 30, 2025 and 2024.

zero income tax expense for the three months ended September 30, 2025 and 2024.

Loss from discontinued

2 unchanged sentences

the Rodeo and Velardeña Properties in Mexico and the El Quevar property in Argentina.

We recorded an income from discontinued operations,

net of taxes of $0.08 million for the three months ended June 30, 2025 and a loss from discontinued operations of $1.2 million for the

three months ended June 30, 2024.

We recorded a loss from discontinued operations,

net of taxes of $0.2 million for the three months ended September 30, 2025, and income from discontinued operations of $1.3 million for

the three months ended September 30, 2024.

The income recorded during the three months ended September 30, 2024 was primarily due to

a gain recognized from our completed sale of our subsidiaries in Argentina and Mexico, namely, Silex Argentina and Minera Labri.

Income (loss) from discontinued

operations, net of taxes included the following major components:

● Sale of metals .

Revenue from the sale of metals decreased

from $0.08 million for the three months ended June 30, 2024 to zero for the three months ended June 30, 2025 primarily due to ceasing

mining operations at the Rodeo and Velardeña Properties in 2023 and 2024, respectively.

● Cost of metals sold .

For the three months ended June

30, 2025 and 2024, we recorded zero and $2.5 million of cost of metals sold, respectively.

The decrease in costs was due to the discontinuation

of mining operations.

Revenue from the sale of metals decreased from $0.1 million for the three

months ended September 30, 2024 to zero for the three months ended September 30, 2025 primarily

due to ceasing mining operations at the Rodeo and Velardeña Properties.

of metals sold .

For the three months ended September 30, 2025 and 2024, we recorded zero

and $0.6 million of cost of metals sold, respectively.

The decrease in costs was due to the

discontinuation of mining operations.

● Exploration .

These costs pertain to the cost of minor

exploration as well as cost related to the care and maintenance of the projects held for sale.

Exploration costs increased from $0.3

million for the three months ended June 30, 2024 to 0.6 million for the three months ended June 30, 2025 primarily due additional consulting

charges in Mexico as we continue to wind down the operations.

● Reclamation and accretion expense.

During the three

months ended June 30, 2025 and 2024, we incurred a nominal amount of reclamation expense related to the accretion of an asset retirement

These costs pertain to the cost of minor exploration as well as cost related to the care

and maintenance of the projects held for sale.

Exploration costs decreased from $0.3 million

for the three months ended September 30, 2024 to $0.1 million for the three months ended

September 30, 2025 as we continue to wind down our operations in Mexico.

● Reclamation

and accretion expense.

During the three months ended September 30, 2025 and 2024, we

incurred $0.06 million reclamation expense related to the accretion of an asset retirement

obligation at the Velardeña and Rodeo properties.

● Asset impairment expense.

During the three months ended

June 30, 2024, in accordance with ASC 360, the Company recorded an asset impairment expense of $0.4 million in order to write down the

remaining book value of the oxide plant and water wells to the salvage value.

● Other operating income, net .

We recorded $0.2 million of other operating income for the three months

ended June 30, 2025 related to the reimbursement of certain cost from the Velardeña Buyer.

We recorded $2.1 million of other operating

income for the three months ended June 30, 2024 primarily related to the sale of the Velardeña mine, sulfide plant and related

● Gain on sale of assets held for sale.

We recorded $0.6 million from the sale of Minera de Cordilleras

for the three months ended June 30, 2025.

● Depreciation and amortization .

For the three months ended June 30, 2025 and 2024, we recorded zero

and a nominal amount of depreciation and amortization, respectively.

Six months Ended June 2025

operating income, net .

We recorded $2.1 million of other operating income for the three

months ended September 30, 2024 from the sale of our subsidiaries, as noted above.

● Depreciation

and amortization .

For the three months ended September 30, 2025 and 2024, we recorded

zero and a nominal amount of depreciation and amortization, respectively.

Nine months Ended September 2025

Exploration expense.

Our exploration expense, including property holding costs and allocated administrative expenses, totaled $0.3 million and $0.5 million

for the six months ended June 30, 2025 and 2024, respectively.

The lower exploration expense for 2025 is primarily related to reduced

activity in 2025 on the Company’s Sand Canyon project, as described above.

for the nine months ended September 30, 2025 and 2024, respectively.

The Company is currently planning its Phase I drill campaign in

Argentina to test extensions of gold mineralization observed adjacent Sarita Este property.

Data obtained from this drilling program

is expected to support refinement of the Desierto geological model and further evaluation of potential synergies with the Sarita Este

Administrative expense.

Administrative expenses totaled $1.5 million for the six months ended June 30, 2025, compared to $2.1 million for the six months

ended June 30, 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 lower administrative expense we incurred during 2025 is primarily related to

our cost reduction efforts.

Administrative expenses totaled $1.9 million for the nine months ended September 30, 2025, compared to approximately $3.0 million

for the nine months ended September 30, 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 lower administrative expense we incurred during 2025

is primarily related to our cost reduction efforts.

Stock-based compensation.

During the six months ended June 30, 2025 and 2024, we incurred approximately $0.2 million and $0.3 million, respectively, of expense

During the nine months ended September 30, 2025 and 2024, we incurred approximately $0.2 million and $0.3 million, respectively, of expense

related to stock-based compensation.

2 unchanged sentences

Interest and other income,

We recorded a nominal amount of interest and other income, net for the six months ended June 30, 2025 and 2024.

We recorded a nominal amount of interest and other income, net for the nine months ended September 30, 2025 and 2024.

Loss on foreign currency

transactions.

We recorded a nominal amount of loss on foreign currency transactions for the six months ended June 30, 2025 and 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.

We recorded a nominal amount of loss on foreign currency transactions for the nine months ended September 30, 2025

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.

Income Taxes.

zero income tax expense for the six months ended June 30, 2025 and 2024.

zero income tax expense for the nine months ended September 30, 2025 and 2024.

Loss from discontinued

3 unchanged sentences

Loss from discontinued operations, net of

taxes was $0.3 million and $4.6 million for the six months ended June 30, 2025 and 2024, respectively.

taxes was $0.5 million and $3.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Loss from discontinued operations,

net of taxes included the following major components:

● Sale of metals .

Revenue from the sale of metals decreased

from $1.3 million for the six months ended June 30, 2024 to zero for the six months ended June 30, 2025 primarily due to ceasing mining

operations at the Rodeo and Velardeña Properties in 2024 and 2025, respectively.

● Cost of metals sold .

For the six months ended June

30, 2025 and 2024, we recorded zero and $5.4 million of cost of metals sold, respectively.

The decrease in costs was due to the discontinuation

of mining operations.

Revenue from the sale of metals decreased from $1.4 million for the nine months

ended September 30, 2024 to zero for the nine months ended September 30, 2025 primarily due

to ceasing mining operations at the Rodeo and Velardeña Properties.

of metals sold .

For the nine months ended September 30, 2025 and 2024, we recorded zero

and $6.0 million of cost of metals sold, respectively.

The decrease in costs was due to the

discontinuation of mining operations.

● Exploration .

These costs pertain to the cost of minor

exploration as well as cost related to the care and maintenance of the projects held for sale.

Exploration costs were $0.8 million for

the six months ended June 30, 2025 and 2024 as we continue to wind down the operations.

● Reclamation and accretion expense.

During the three

months ended June 30, 2025 and 2024, we incurred approximately $0.1 and $0.2 of reclamation expense, respectively, related to the accretion

of an asset retirement obligation at the Velardeña and Rodeo properties.

● Asset impairment expense.

During the six months ended

June 30, 2024, in accordance with ASC 360, the Company recorded an asset impairment expense of $0.4 million in order to write down the

remaining book value of the oxide plant and water wells to the salvage value.

These costs pertain to the cost of minor exploration as well as cost related to the care

and maintenance of the projects held for sale.

Exploration costs were $0.9 million compared

to $1.1 million for the nine months ended September 30, 2025 and 2024, respectively, as we

continue to wind down the operations.

● Reclamation

and accretion expense.

During the nine months ended September 30, 2025 and 2024, we incurred

approximately $0.2 million reclamation expense related to the accretion of an asset retirement

obligation at the Velardeña and Rodeo properties.

impairment expense.

During the nine months ended September 30, 2024, in accordance with

ASC 360, the Company recorded an asset impairment expense of $0.4 million in order to write

down the remaining book value of the oxide plant and water wells to the salvage value.

operating income, net .

We recorded a nominal amount of other operating income for the

six months ended June 30, 2025.

We recorded $1.2 million of other operating income for the

six months ended June 30, 2024 primarily related to the sale of certain Velardeña

assets offset by severance expenses paid to and accrued for employees who were terminated

during the six months ended June 30, 2024 in connection with the cessation of operations

at the Velardeña Properties.

● Gain on sale of assets held for sale.

We recorded $0.6

million from the sale of Minera de Cordilleras for the six months ended June 30, 2025.

● Depreciation and amortization .

For the six months ended

June 30, 2025 and 2024, we recorded zero and $0.2 million of depreciation and amortization, respectively.

nine months ended September 30, 2025.

We recorded $3.3 million of other operating income

for the nine months ended September 30, 2024 primarily related to the sale of certain Velardeña

assets, Silex Argentina and Minera Labri.

on sale of assets held for sale.

We recorded $0.6 million from the sale of Minera de

Cordilleras for the nine months ended September 30, 2025.

● Depreciation

and amortization .

For the nine months ended September 30, 2025 and 2024, we recorded

zero and $0.2 million of depreciation and amortization, respectively.

For additional details on

2 unchanged sentences

Liquidity, Capital Resources and Going Concern

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 2025 Quarterly Report on Form 10-Q.

At June 30, 2025, we had current assets of approximately $2.7 million, including cash and cash equivalents of approximately $2.5 million.

On the same date, we had accounts payable and other current liabilities of approximately $4.3 million, which includes $2.97 million in

deferred revenue for the sale of the Velardeña oxide plant and water wells recorded within Current liabilities held for sale

on the interim Condensed Consolidated Balance Sheets.

As previously disclosed, the Company ceased mining at the Velardeña mines

in Mexico in the 2024 and subsequently sold the mines and certain related assets.

As of June 30, 2025, the Company was owed $32,000 plus

$5,000 VAT of the $3.0 million purchase price for the Velardeña oxide plant and water wells and other minor remaining Velardeña

assets ( see Item I Financial Statements - Note 15 ).

The Company’s only near-term

opportunity to generate cash flow to meet its expected cash requirements is from the sale of 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 other assets or obtaining equity or other external

In the absence of additional cash inflows, the Company anticipates that its cash resources will be exhausted in approximately

the first 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.

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 2025 Quarterly Report

on Form 10-Q.

At September 30, 2025, we had current assets of approximately $2.0 million, including cash and cash equivalents of approximately

$1.7 million.

On the same date, we had accounts payable and other current liabilities of approximately $4.3 million, which includes $2.97

million in deferred revenue for the sale of the Velardeña oxide plant and water wells recorded within Current liabilities held

for sale on the interim Condensed Consolidated Balance Sheets.

As previously disclosed, the Company ceased mining at the Velardeña

mines in Mexico in the first quarter 2024 and subsequently sold the mines and certain related assets.

As of September 30, 2025, the Company

was owed $28,000 plus $5,000 value-added tax (“VAT”) of the $3.0 million purchase price plus VAT for the Velardeña

This remaining amount was received during October 2025 and as a result, the Company will recognize the related gain from

sale of Velardeña Properties on its 2025 Annual Report.

The Company’s only

near-term opportunity to generate cash flow to meet its expected cash requirements is from the sale of assets, equity or other external

The Company is evaluating and pursuing alternatives, including the potential sale of the Company, seeking buyers or partners

for 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 approximately the second 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 interim

19 unchanged sentences

2025 Liquidity Discussion

At June 30, 2025, our aggregate

cash and cash equivalents totaled $2.5 million, compared to the $3.2 million in similar assets held at December 31, 2024.

This decrease

is the result of the following expenditures and cash inflows for the six months ended June 30, 2025.

● $0.2 million cash spent on discontinued operations, primarily related to care and maintenance cost of

the Velardeña properties;

At September 30, 2025, our

aggregate cash and cash equivalents totaled $1.7 million, compared to the $3.2 million in similar assets held at December 31, 2024.

decrease is the result of the following expenditures and cash inflows for the nine months ended September 30, 2025.

million cash spent on discontinued operations, primarily related to care and maintenance

cost of the Velardeña properties;

million in general and administrative and exploration expenditures.

12 unchanged sentences

condensed consolidated financial statements.

In May 2025, the FASB issued

ASU 2025-03, Business Combination and Consolidation:

Determining the Accounting Acquirer in the Acquisition of a Variable Interest

The ASU addresses transactions where the legal acquiree is a variable interest entity (“VIE”) that meets the

definition of a business, and the acquisition is affected primarily by exchanging equity interests.

The ASU is effective for annual reporting

periods beginning after December 15, 2026 and interim reporting periods within those annual periods.

Early adoption is permitted.

Company is currently evaluating the impact on its consolidated financial statements.

In May 2025, the FASB issued

ASU 2025-04, Clarifications to Share-Based Consideration Payable to a Customer.

This ASU clarifies the accounting for share-based

payment awards granted to a customer as incentive.

It addresses intersection of ASC 606 (Revenue from Contracts with Customers) and ASC

718 (Stock Compensation).

The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those years.

Early adoption is permitted.

We are currently evaluating the impact of adopting the ASU on our consolidated financial statements.

Forward-Looking Statements

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

(ii) our plans regarding exploration activities at the Sarita Este/Desierto project and the completion of the related joint venture

documents and formation of the joint venture with Cascadero (iii) plans regarding our Sand Canyon exploration property in Nevada;

expectations pertaining to the collection of receivables from the sale of the Velardeña Properties;

(iv) projected spending for

the twelve months from this Quarterly Report;

and (v) statements concerning our financial condition, business strategies, business and

legal risks, and our financial outlook for 2025 and beyond, including anticipated expenditures and cash inflows.

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:

● The Company’s expected near-term cash needs, including the need to raise additional

cash in the near-term and whether we are able to raise the necessary capital required to continue our business on terms acceptable to

us or at all;

● Higher than anticipated exploration, maintenance, general and administrative costs;

● Whether we will receive the full amount of receivables from the sale of the Velardeña

Properties and whether the timing of such collections will be delayed;

● Plans regarding further advancement of the Sarita Este/Desierto project, including

completion of the joint venture documents with Cascadero;

● Plans regarding further advancement of the Sand Canyon project, including completion

of the joint venture with Golden Gryphon Explorations, Inc.;

● Decreases in silver and gold prices;

● Risks related to our exploration properties, including unfavorable results from

exploration and whether we will be able to advance our exploration properties;

● Variations in the nature, quality and quantity of any mineral deposits that are

or may be located at our exploration properties, changes in interpretations of geological information, and unfavorable results of drilling,

metallurgical and other tests;

● Potential delays in our exploration activities or other activities to advance properties

towards mining resulting from environmental consents or permitting delays or problems, accidents, problems with contractors, disputes

under agreements related to exploration properties, unanticipated costs and other unexpected events;

● Our ability to retain key management and exploration personnel necessary to successfully

operate and grow our business;

● Economic and political events negatively affecting the market prices for gold, silver,

zinc, lead and other minerals that may be found on our exploration properties;

● Political and economic instability in Argentina and other countries in which we

conduct our business, and future actions of any of these governments with respect to nationalization of natural resources or other changes

in mining or taxation policies;

● Adverse technological changes and cybersecurity threats;

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 Sarita Este/Desierto project and the completion of the related Desierto joint venture documents and

formation of the joint venture with Cascadero (iii) plans regarding our Sand Canyon exploration property in Nevada and the completion of the related joint venture documents and formation of the joint venture;

(iv) projected

spending for the twelve months from this Quarterly Report;

and (v) statements concerning our financial condition, business

strategies, business and legal risks, and our financial outlook for 2025 and beyond, including anticipated expenditures and cash

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,

Company’s expected near-term cash needs, including the need to raise additional cash

in the near-term and whether we are able to raise the necessary capital required to continue

our business on terms acceptable to us or at all;

than anticipated exploration, maintenance, general and administrative costs;

regarding further advancement of the Sarita Este/Desierto project, including completion of

the joint venture documents with Cascadero;

regarding further advancement of the Sand Canyon project, including completion of the joint

venture with Golden Gryphon Explorations, Inc.;

in silver and gold prices;

related to our exploration properties, including unfavorable results from exploration and

whether we will be able to advance our exploration properties;

in the nature, quality and quantity of any mineral deposits that are or may be located at

our exploration properties, changes in interpretations of geological information, and unfavorable

results of drilling, metallurgical and other tests;

delays in our exploration activities or other activities to advance properties towards mining

resulting from environmental consents or permitting delays or problems, accidents, problems

with contractors, disputes under agreements related to exploration properties, unanticipated

costs and other unexpected events;

ability to retain key management and exploration personnel necessary to successfully operate

and grow our business;

and political events negatively affecting the market prices for gold, silver, zinc, lead

and other minerals that may be found on our exploration properties;

and economic instability in Argentina and other countries in which we conduct our business,

and future actions of any of these governments with respect to nationalization of natural

resources or other changes in mining or taxation policies;

technological changes and cybersecurity threats;

● Volatility in the market price of our common stock

● The factors discussed under “ Risk Factors ” in our 2024 Annual

● Risks of negative outcomes of ongoing or potential litigation matters;

factors discussed under “ Risk Factors ” in our 2024 Annual Report.

These factors are not intended

7 unchanged sentences

These statements speak only as of the date of this Quarterly Report on Form 10-Q.

no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as

a result of new information, future developments or otherwise.

no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether

as a result of new information, future developments or otherwise.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis