What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 401 added, 541 removed, 129 unchanged (88% of the section changed)

3 unchanged sentences

(Expressed in United States dollars)

September 30,

March 31, December 31,

(in thousands, except share data)

(unaudited) (audited)

Current assets

Cash and cash equivalents $ 929 $ 1,339

Value added tax receivable, net (Note 6)

Restricted cash — 495

Prepaid expenses and other assets (Note 5) 55 107

1 unchanged sentence

Property, plant and equipment, net (Note 6) 22 22

Right-of-use assets

Assets held for sale (Note 3)

Liabilities and equity (deficit)

Investments 265 265

Total assets $ 1,271 $ 2,228

Liabilities and equity

Current liabilities

Accounts payable and other accrued liabilities (Note 7) $ 936 $ 1,364

Other current liabilities (Note 9)

Current liabilities held for sale (Note 3)

Total current liabilities 936 1,364

Liabilities held for sale (Note 3)

Total liabilities 936 1,364

Commitments and contingencies (Note 11)

Equity (deficit) (Note 12)

Equity (Note 10)

Common stock, $ .01 par value, 100,000,000 shares authorized;

2 unchanged sentences

Accumulated deficit ( 552,737 ) ( 552,135 )

Shareholders’ equity (deficit)

Total liabilities and equity (deficit)

Shareholders’ equity 335 864

Total liabilities and equity $ 1,271 $ 2,228

The accompanying notes form an integral part of

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(in thousands, except per share data)

Costs and expenses:

2 unchanged sentences

Stock-based compensation ( 73 ) ( 74 )

Other operating income (expense), net

Depreciation and amortization

Total costs and expenses ( 621 ) ( 860 )

Loss from operations ( 621 ) ( 860 )

Other income (expense):

Interest and other income (expense), net

Gain (loss) on foreign currency transactions

Total other income (expense)

Other income:

Interest and other income, net 5 26

Total other income 5 26

Loss from operations before income taxes and discontinued operations ( 616 ) ( 834 )

2 unchanged sentences

Income (loss) from discontinued operations, net of taxes (Note 3) 14 ( 405 )

Net income (loss)

Net income (loss) per common share - basic (1)

Net loss $ ( 602 ) $ ( 1,239 )

Net loss per common share - basic

Continuing operations $ ( 0.04 ) $ ( 0.05 )

Discontinued operations 0.00 ( 0.03 )

Net income (loss) per common share - basic (1)

Net loss per common share - basic $ ( 0.04 ) $ ( 0.08 )

Weighted-average shares outstanding - basic (1) 15,053,048 15,052,382

(1) Potentially dilutive shares have not been included for loss periods because to do so would be anti-dilutive.

Potentially dilutive shares at September 30, 2025, consist of 2,470,079 equivalent shares related to stock compensation and 7,481,587 equivalent shares related to outstanding warrants.

Potentially dilutive shares at September 30, 2024, consist of 1,070,049 equivalent shares related to stock compensation and 10,819,742 equivalent shares related to outstanding warrants.

Potentially dilutive shares at March 31, 2026, consist of 2,670,079 equivalent shares related to stock compensation and 7,427,587 equivalent shares related to outstanding warrants.

Potentially dilutive shares at March 31, 2025, consist of 1,070,079 equivalent shares related to stock compensation and 10,481,587 equivalent shares related to outstanding warrants.

See Note 10 for a discussion of stock-based compensation and warrants.

4 unchanged sentences

(Expressed in United States dollars)

Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands)

Cash flows provided by (used in) operating activities:

Loss from discontinued operations

Net loss $ ( 602 ) $ ( 1,239 )

(Income) loss from discontinued operations ( 14 ) 405

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Gain on sale of assets

Loss on trading securities

Stock-based compensation 73 74

Changes in operating assets and liabilities:

Accounts receivable

Value added tax receivable, net — ( 25 )

3 unchanged sentences

Other current liabilities — ( 34 )

Other long-term liabilities

Net cash used in operating activities - continuing operations

Net cash used in operating activities - discontinued operations

Net cash used in operating activities

Net cash provided by (used in) operating activities - continuing operations ( 919 ) ( 288 )

Net cash provided by operating activities - discontinued operations 14 642

Net cash provided by (used in) operating activities ( 905 ) 354

Cash flows provided by (used in) investing activities:

Net cash provided by investing activities - continuing operations

Net cash provided by investing activities - discontinued

Net cash provided by investing activities

Net cash provided by (used in) investing activities - continuing operations — —

Net cash provided by (used in) investing activities - discontinued operations — —

Net cash provided by (used in) investing activities — —

Cash flows provided by (used in) financing activities:

Common stock shares relinquished to pay taxes

Net cash used in financing activities - continuing operations

Net cash provided by (used in) financing activities - discontinued

Net cash provided used in financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of period

Net cash provided by (used in) financing activities - continuing operations — —

Net cash provided by (used in) financing activities - discontinued operations — —

Net cash provided by (used in) financing activities — —

Net decrease in cash, cash equivalents, and restricted cash ( 905 ) 354

Cash, cash equivalents, and restricted cash, beginning of period 1,834 3,175

Cash, cash equivalents, and restricted cash, end of period $ 929 $ 3,529

Reconciliation of cash, cash equivalents, and restricted cash to the balance sheet:

Cash and cash equivalents, end of period 929 3,529

Restricted cash, end of period — —

Total cash, cash equivalents, and restricted cash, end of period 929 3,529

Cash and cash equivalents, beginning of period 1,339 3,175

Restricted cash, beginning of period 495 —

Total cash, cash equivalents, and restricted cash, beginning of period 1,834 3,175

Supplemental disclosure:

Interest paid

Income taxes paid

The accompanying notes form an integral part of

these interim condensed consolidated financial statements.

Cash paid for income taxes $ — $ —

Cash paid for interest $ — $ —

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

GOLDEN MINERALS COMPANY

2 unchanged sentences

(Expressed in United States dollars)

Additional Total

Common Stock Paid-in Accumulated Equity

Shares Amount Capital Deficit (Deficit)

(in thousands except share data)

Balance, December 31, 2024 15,053,048 $ 150 $ 552,536 $ ( 554,788 ) $ ( 2,102 )

$ ( 547,188 )

Stock compensation accrued (Note 10) — — 74 — 74

Warrants exercised (Note 12)

Net loss — — — ( 1,239 ) ( 1,239 )

Balance, March 31, 2025 15,053,048 $ 150 $ 552,610 $ ( 556,027 ) $ ( 3,267 )

$ ( 551,753 )

Stock compensation accrued (Note 12)

KELTIP and RSU shares issued net of shares relinquished

to cover withholding taxes (Note 12)

Balance, June 30, 2024

$ ( 554,500 )

Stock compensation accrued and shares issued for vested

stock awards (Note 12)

Balance, September 30, 2024

$ ( 554,301 )

Balance, December 31, 2025 15,053,048 $ 150 $ 552,849 $ ( 552,135 ) $ 864

$ ( 554,788 )

Stock compensation accrued (Note 10) — — 73 — 73

Net loss — — — ( 602 ) ( 602 )

Balance, March 31, 2026 15,053,048 $ 150 $ 552,922 $ ( 552,737 ) $ 335

$ ( 556,027 )

Stock compensation accrued (Note 12)

Balance, June 30, 2025

$ ( 556,867 )

Stock compensation accrued (Note 12)

Balance, September 30, 2025

$ ( 557,744 )

The accompanying notes form an integral part of

3 unchanged sentences

(Expressed in United States dollars)

Basis of Preparation of Financial

Statements and N ature of Operations

Golden Minerals Company (the

“Company” “we” “our” or “us”), a Delaware corporation, has prepared these unaudited interim

condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”)

and the rules and regulations of the Securities and Exchange Commission (“SEC”).

The interim condensed consolidated financial

statements do not include all disclosures required by GAAP for annual financial statements, but in the opinion of management, include

all adjustments necessary for a fair presentation.

Basis of Preparation of Financial Statements and N ature of Operations

Golden Minerals Company (the “Company” “we” “our” or “us”), a Delaware corporation, has prepared these unaudited interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

The interim condensed consolidated financial statements do not include all disclosures required by GAAP for annual financial statements, but in the opinion of management, include all adjustments necessary for a fair presentation.

Certain prior period amounts may have been reclassified to conform to current classifications.

Interim results are not necessarily indicative of results for a full year;

accordingly, these interim condensed consolidated financial

statements should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K

for the fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025 (the “2024 Annual Report”).

The Company is considered

an exploration stage issuer under the criteria set forth by the SEC under Subpart 1300 of Regulation S-K (“S-K 1300”) as

the Company has not yet demonstrated the existence of mineral reserves at any of the Company’s properties.

As a result, and in

accordance with GAAP for exploration stage companies, all expenditures for exploration and evaluation of the Company’s properties

are expensed as incurred.

As such, the Company’s financial statements may not be comparable to the financial statements of mining

companies that have proven and probable mineral reserves.

Such companies would typically capitalize certain development costs including

infrastructure development and mining activities to access the ore.

The capitalized costs would be amortized on a units-of-production

basis as reserves are mined.

The amortized costs are typically allocated to inventory and eventually to cost of sales as the inventories

As the Company does not have proven and probable mineral reserves, all project cost were charged to cost of metals sold or

project expense during the period depending on the nature of the costs.

The Company cannot be certain that any deposits at any of its

properties will ever be confirmed or converted into S-K 1300 compliant “reserves.”

accordingly, these interim condensed consolidated financial statements should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 1, 2026 (the “2025 Annual Report”).

The Company is considered an exploration stage issuer under the criteria set forth by the SEC under Subpart 1300 of Regulation S-K (“S-K 1300”) as the Company has not yet demonstrated the existence of mineral reserves at any of the Company’s properties.

As a result, and in accordance with GAAP for exploration stage companies, all expenditures for exploration and evaluation of the Company’s properties are expensed as incurred.

As such, the Company’s financial statements may not be comparable to the financial statements of mining companies that have proven and probable mineral reserves.

Such companies would typically capitalize certain development costs including infrastructure development and mining activities to access the ore.

The capitalized costs would be amortized on a units-of-production basis as reserves are mined.

The amortized costs are typically allocated to inventory and eventually to cost of sales as the inventories are sold.

The Company cannot be certain that any deposits at any of its properties will ever be confirmed or converted into S-K 1300 compliant “reserves.”

Operating Segments and Related Disclosures

We manage our company as

one reportable operating segment, exploration activities.

The segment information aligns with how the Company’s Chief Operating

Decision Maker (“CODM”) reviews and manages our business.

The Company’s CODM is the Company’s Chief Executive

We manage our company as one reportable operating segment, exploration activities.

The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business.

The Company’s CODM is the Company’s Chief Executive Officer .

Financial information and annual exploration plans and forecasts are prepared and reviewed by the CODM at a consolidated level.

The CODM assesses performance for the exploration activities segment and decides how to better allocate resources based on consolidated

net income or loss that is reported on the interim Condensed Consolidated Statements of Operations.

The Company's objective in making

resource allocation decisions is to optimize the consolidated financial results.

The accounting policies of our exploration activities

segment are the same as those described in the summary of significant accounting policies.

Refer to Note 3 to the financial statements

included in the Company’s 2024 Annual Report for a description of our Significant Accounting Policies.

Liquidity, Capital Resources and

Going Concern

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 oxide plant and water wells and other minor remaining Velardeña

assets (the “Velardeña Properties”).

This remaining amount was received during October 2025 and as a result, the

Company will recognize the related gain from sale of Velardeña Properties in its Annual Report on Form 10-K for the fiscal

year ended December 31, 2025 (the “2025 Annual Report”) (see 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

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.

These interim condensed consolidated

financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets

and satisfy its liabilities in the normal course of business.

However, as noted above, our continuing long-term operations will be dependent

upon our ability to secure sufficient funding to generate future profitable operations.

The underlying value and recoverability of the

amounts shown as property, plant and equipment in our consolidated financial statements are dependent on our ability to generate positive

cash flows from operations and to fund general administrative, and exploration activities that would lead to additional profitable mining

and processing activities or to generate proceeds from the disposition of property and equipment.

The ability of the Company

to maintain a positive cash balance for a period of twelve months beyond the filing date of this 2025 Quarterly Report on Form 10-Q is

dependent upon its ability to generate sufficient cash flow from selling assets, reducing expenses, and raising sufficient funds through

equity financings or other external sources.

These material uncertainties cast significant doubt on the Company’s ability to continue

as a going concern.

Therefore, the Company cannot conclude that substantial doubt does not exist as to the Company’s ability to

continue as a going concern for the twelve months following the filing date of this Quarterly Report for the nine months ended September

30, 2025 on Form 10-Q.

These financial statements do not include any adjustments relating to the recoverability and classification of

recorded assets or liabilities which might be necessary should the Company not continue as a going concern.

Assets Held for Sale and Discontinued

We classify long-lived assets,

or disposal groups comprised of assets and liabilities, as held for sale in the period in which the following six criteria are met, (i)

management, having the authority to approve the action, commits to a plan to sell the property;

(ii) the property is available for immediate

sale in its present condition, subject only to terms that are usual and customary;

(iii) an active program to locate a buyer and other

actions required to complete the plan to sell have been initiated;

(iv) the sale of the property is probable and is expected to be completed

within one year;

(v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value;

and (vi) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made

or that the plan will be withdrawn, in accordance with ASC 360, Property, Plant and Equipment .

A business classified as held for

sale is recorded at the lower of its carrying amount or estimated fair value less cost to sell.

If the carrying amount of the business

exceeds its estimated fair value less cost to sell, a loss is recognized.

Assets and liabilities related to a business classified as

held for sale are segregated in the current and prior balance sheets in the period in which the business is classified as held for sale,

resulting in changes to the presentation of certain prior period amounts.

The Company ceases depreciation and amortization on long-lived

assets (or disposal groups) classified as held for sale and measures them at the lower of carrying value or estimated fair value less

cost to sell.

The Company reports the

results of operations of a business as discontinued operations if a disposal represents a strategic shift that has (or will have) a major

effect on the Company’s operations and financial results when the business is classified as held for sale, in accordance with ASC

360, and ASC 205-20, Presentation of Financial Statements – Discontinued Operations .

Under ASC 360, assets may be classified

as held for sale even though discontinued operations classification is not met.

The results of discontinued operations are reported in

Net loss from discontinued operations, net of tax in the accompanying Consolidated Statements of Operations for current and prior

periods, including any gain or loss recognized on closing or adjustment of the carrying amount to fair value less cost to sell.

notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued

operations for all periods presented.

Velardeña Properties

In December 2023, the Company

restarted operations at the Velardeña Properties.

In February 2024, it was determined that the initial performance of both the

mine and the processing plant did not achieve the expected results.

On February 29, 2024, the Company announced that it had elected to

discontinue operations at the Velardeña Properties and hold them for sale.

Following that date, the Company shut down the Velardeña

Properties and has held them for sale.

We entered into sales agreements

pursuant to which a privately held Mexican company (the “Velardeña Buyer”) agreed to purchase the Velardeña and Chicago

mines, mining equipment and the sulfide plant, and agreed to purchase the oxide processing plant and water wells.

The sale of the Velardeña

and Chicago mines, the sulfide processing plant and various related equipment pursuant to three of the sales agreements was completed

on June 20, 2024, for $ 2.5 million plus VAT.

The fourth agreement related

to the sale of the Velardeña Properties covers the oxide plant and water wells, and the Velardeña Buyer agreed to complete

total payments of $ 3.0 million plus VAT on July 1, 2024.

In accordance with ASC 360, on June 30, 2024, the Company recorded an asset

impairment charge of $ 411,000 to write down the remaining book value to the amount receivable per the agreement.

Since June 30, 2024, the

Velardeña Buyer has continued to make periodic payments to the Company;

however, it had not paid the entire sale price until October

As a result, as of September 30, 2025, the Company had not transferred title to the oxide plant and the water wells to the Velardeña

During June 2025, the Company transferred the related environmental permits to the Velardeña Buyer in anticipation of completing

The sale was completed on October 10, 2025 upon receipt of the remaining $ 28,000 plus VAT and as a result, we transferred the

title to the oxide plant and the water wells to the Velardeña Buyer.

As of September 30, 2025,

the Company has received $ 2.97 million from the sale of oxide plant and the water wells.

The amount is recognized as deferred revenue

within Current liabilities held for sale on the interim Condensed Consolidated Balance Sheets.

The Velardeña Buyer has

had operational control of the oxide plant since mid-year 2024, and we have not operated the property since that time.

Rodeo Property

We hold 100 % interest in

the Rodeo gold mine (the “Rodeo Property”) in Durango state, Mexico.

We believe the mineral resource at the Rodeo Property

is depleted and is no longer considered to have reasonable prospects for economic extraction.

Mining activities at the Rodeo Property

therefore concluded during 2023.

The Company has a remaining asset retirement obligation for which it has accrued approximately $ 450,000 .

On August 28, 2024, the Company

sold its wholly owned Mexican subsidiary, Minera Labri S.A.

(“Minera Labri”), to a private Mexican company for approximately

Minera Labri previously owned the Velardeña Properties’ sulfide plant, which together with the Velardeña

mines, was sold to the Velardeña Buyer, as described above.

At consummation of that sale, Minera Labri held no assets but held

net operating losses and inflation-adjusted capital contributions.

Silex Argentina

On August 30, 2024, the Company

entered into a binding letter agreement with Butte Energy Inc.

(“Butte”) pursuant to which Butte acquired 100 % of the issued

and outstanding shares of Silex Argentina S.A.

(the “Silex Shares”), the Company’s wholly owned subsidiary that owned

the El Quevar Project, located in Argentina.

The $ 3.5 million purchase price of the Silex Shares was paid in cash, as follows:

(1) $ 500,000 ,

as a non-refundable deposit, paid to the Company on September 3, 2024;

(2) $ 500,000 paid to the Company upon execution of the Acquisition

Agreement on September 27, 2024;

and (3) $ 2.5 million paid to the Company when the transaction closed on October 24, 2024.

Yoquivo Project

On November 22, 2024, the

Company completed the sale of its Yoquivo gold-silver project located in Chihuahua State, Mexico to Advance Metals Limited for total

cash consideration of $ 570,000 , plus VAT.

Minera de Cordilleras

In April 2025 the Company,

through its subsidiaries, completed the sale of Minera de Cordilleras, a Mexican subsidiary holding tax losses and five minor mining

concessions, for $ 600,000 .

The following table summarizes

the major line items for all of our subsidiaries and assets noted above, that are included in Loss from discontinued operations, net

of taxes in the interim Condensed Consolidated Statements of Operations:

The CODM assesses performance for the exploration activities segment and decides how to better allocate resources based on consolidated net income or loss that is reported on the interim Condensed Consolidated Statements of Operations.

The Company’s objective in making resource allocation decisions is to optimize the consolidated financial results.

The accounting policies of our exploration activities segment are the same as those described in the summary of significant accounting policies.

Refer to Note 3 to the financial statements included in the Company’s 2025 Annual Report for a description of our Significant Accounting Policies.

Liquidity, Capital Resources and Going Concern

As at March 31, 2026, we did not have sufficient resources to meet our expected cash needs for a period of twelve months beyond the filing date of this 2026 Quarterly Report on Form 10 -Q.

At March 31, 2026, we had current assets of approximately $ 1.0 million, including cash and cash equivalents of approximately $ 0.9 million.

On the same date, we had accounts payable and other current liabilities of approximately $ 0.9 million.

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, seeking buyers or partners for the Company’s other assets or obtaining equity or other external financing.

Subsequent to March 31, 2026, the Company completed the sale of all issued and outstanding shares of Minera William, S.A.

to Streamline Metals Capital Ltd.

(the “Investor”) for total consideration of $ 1.2 million.

Concurrently, the Company entered into a private placement agreement with the Investor to issue 3,740,000 shares of common stock at $ 0.2290 per share for aggregate gross proceeds of approximately $ 856 ,000, subject to Toronto Stock Exchange approval and expected to close on or around May 20, 2026 (see Note 13 ).

The proceeds from these transactions have not been reflected in these financial statements.

These interim condensed consolidated financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the normal course of business.

However, as noted above, our continuing long-term operations will be dependent upon our ability to secure sufficient funding to generate future profitable operations.

The underlying value and recoverability of the amounts shown as property, plant and equipment in our consolidated financial statements are dependent on our ability to generate positive cash flows from operations and to fund general administrative, and exploration activities that would lead to additional profitable mining and processing activities or to generate proceeds from the disposition of property, plant and equipment.

Subsequent to March 31, 2026, the Company completed the sale of Minera William, S.A.

for $ 1.2 million and entered into a private placement expected to generate approximately $ 856 ,000 in gross proceeds upon closing, for combined proceeds of approximately $ 2.1 million (see Note 13 ).

Based on current forecasts and taking into account these proceeds, the Company expects its cash resources to fund operations into early 2027.

Notwithstanding the improved near-term liquidity resulting from these transactions, the Company has no revenue-generating operations and will require additional financing or asset monetization to sustain operations beyond the current forecast horizon.

These conditions continue to raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Assets Held for Sale and Discontinued Operations

The following tables present the results and financial position of the Company’s discontinued operations for the periods presented.

The Company’s Mexico and Argentina operations were substantially concluded during 2024 and 2025, including the Velardeña Properties, Silex Argentina (El Quevar), Yoquivo Project, and related Mexican subsidiaries.

For information regarding the individual transactions, refer to the Company’s Annual Report on Form 10 -K for the fiscal year ended December 31, 2025, and prior quarterly reports filed with the SEC.

The following table summarizes the major line items for our Mexico operations, both during the current and the comparative periods, that are included in Income (loss) from discontinued operations, net of taxes in the interim Condensed Consolidated Statements of Operations:

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Sale of metals

Cost of metals sold

Exploration and other operating cost

Costs and expenses:

Exploration and project expenses ( 48 ) ( 198 )

Reclamation expense — ( 61 )

Asset impairment expense

Other operating income

Gain on sale of assets held for sale

Depreciation and amortization

Other operating income (expense), net 62 ( 146 )

Total income and expenses 14 ( 405 )

Income (loss) from discontinued operations before income taxes 14 ( 405 )

Income (loss) from discontinued operations, net of taxes $ 14 $ ( 405 )

The following table summarizes

the carrying amounts of major classes of assets and liabilities of discontinued operations for each of the periods presented:

September 30,

(in thousands)

Property, plant and equipment, net (1)

Total assets held for sale

Deferred revenue (2)

Other current liabilities (3)

Total current liabilities held for sale

Asset retirement and reclamation liabilities (4)

Total liabilities held for sale

(1) Property, plant and equipment, net at September 30, 2025 and December 31, 2024 consisted of the remaining Velardeña Properties assets.

(2) Deferred revenue at September 30, 2025 and December 31, 2024 represents cash received for the sale of the Velardeña oxide plant.

(3) Other current liabilities at September 30, 2025 and December 31, 2024 consisted of the current portion of ARO.

(4) Asset retirement and reclamation liabilities at September 30, 2025 and December 31, 2024 relate to the Rodeo Property and Velardeña Properties.

New Accounting Pronouncements

In December 2023, the FASB

issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The amendments in this update are intended

to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income

taxes paid information.

This update is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted and

should be applied on a prospective basis, however retrospective application is permitted.

We are currently evaluating the impact of adopting

ASU 2023-09 on our consolidated financial statements.

New and Recently Issued Accounting Pronouncements

In November 2024, the FASB

issued ASU 2024-03, Disaggregation of Income Statement Expenses , which is intended to improve financial reporting by requiring

disaggregated disclosure of certain costs and expenses.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026,

and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied on either

a prospective or retrospective basis.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In March 2025, the FASB issued

ASU 2025 - 02, Liabilities (405):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

122 , which, in

light of SEC SAB 122, removes the SAB 121 interpretive guidance regarding crypto-asset safeguarding obligations.

is effective immediately and is applied retrospectively for periods after December 15, 2024.

The ASU did not have any impact on the Company’s

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 of on its consolidated financial statements.

issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of certain costs and expenses.

As clarified by ASU 2025-01, ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning

after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this guidance 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.

ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of

a Variable Interest Entity.

The ASU is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements.

In July 2025, the FASB issued

ASU 2025-05, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract

Assets, which introduces a practical expedient allowing entities to assume that current conditions will not change when estimating expected

credit losses on certain current assets.

The ASU became effective for annual periods beginning after December 15, 2025.

The Company adopted

ASU 2025-05 effective January 1, 2026.

The adoption did not have a material impact on the Company’s consolidated financial statements.

Prepaid Expenses and Other Assets

Prepaid expenses and other

current assets consist of the following:

September 30,

Prepaid expenses and other current assets consist of the following:

March 31, December 31,

(in thousands)

1 unchanged sentence

Recoupable deposits and other 49 49

Value Added Tax Receivable, Net

VAT incurred in Mexico and

other jurisdictions, primarily in connection with exploration projects, has been fully allowed for as of September 30, 2025, due to uncertainty

regarding its recoverability.

Property, Plant and Equipment, Net

The components of

property, plant and equipment are as follows:

September 30,

The components of property, plant and equipment are as follows:

March 31, December 31,

(in thousands)

2 unchanged sentences

Accumulated depreciation ( 486 ) ( 486 )

Accounts Payable and Other Accrued

The Company’s accounts

payable and other accrued liabilities consist of the following:

September 30,

Depreciation expense was $nil for the three months ended March 31, 2026 and 2025.

Accounts Payable and Other Accrued Liabilities

The Company’s accounts payable and other accrued liabilities consist of the following:

March 31, December 31,

(in thousands)

Accounts payable and accruals

Accounts payable and accruals (Note 12) $ 623 $ 1,058

Accrued employee compensation and benefits 313 306

Other Current

The following table

sets forth the Company’s other current liabilities:

September 30,

(in thousands)

Insurance premium financing

Operating lease liability

$ 936 $ 1,364

Fair Value Measurements

Financial assets and liabilities

and nonfinancial assets and liabilities are measured at fair value on a recurring basis under a framework of a fair value hierarchy that

prioritizes the inputs into valuation techniques used to measure fair value into three broad levels.

This hierarchy gives the highest

priority to quoted prices (unadjusted) in active markets and the lowest priority to unobservable inputs.

Further, financial assets and

liabilities should be classified by level in their entirety based upon the lowest level of input that was significant to the fair value

Financial assets and liabilities and nonfinancial assets and liabilities are measured at fair value on a recurring basis under a framework of a fair value hierarchy that prioritizes the inputs into valuation techniques used to measure fair value into three broad levels.

This hierarchy gives the highest priority to quoted prices (unadjusted) in active markets and the lowest priority to unobservable inputs.

Further, financial assets and liabilities should be classified by level in their entirety based upon the lowest level of input that was significant to the fair value measurement.

The three levels of the fair value hierarchy per ASC Topic 820 are as follows:

quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Quoted prices

in inactive markets for identical assets or liabilities, quoted prices for similar assets or liabilities in active markets, or other

observable inputs either directly related to the asset or liability or derived principally from corroborated observable market data.

inputs due to the fact that there is little or no market activity.

This entails using assumptions in models that estimate what market

participants would use in pricing the asset or liability.

The following table summarizes

the Company’s financial assets and liabilities measured on a recurring basis at fair value by respective level of the fair value

Unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Quoted prices in inactive markets for identical assets or liabilities, quoted prices for similar assets or liabilities in active markets, or other observable inputs either directly related to the asset or liability or derived principally from corroborated observable market data.

Unobservable inputs due to the fact that there is little or no market activity.

This entails using assumptions in models that estimate what market participants would use in pricing the asset or liability.

The following table summarizes the Company’s financial assets and liabilities measured on a recurring basis at fair value by respective level of the fair value hierarchy:

Level 1 Level 2 Level 3 Total

(in thousands)

At September 30, 2025

At March 31, 2026

Cash and cash equivalents $ 929 $ — $ — $ 929

$ 929 $ — $ — $ 929

At December 31, 2025

Cash and cash equivalents $ 1,339 $ — $ — $ 1,339

The Company’s cash

equivalents, comprised principally of U.S.

$ 1,339 $ — $ — $ 1,339

The Company’s cash equivalents, comprised principally of U.S.

treasury securities, are classified within Level 1 of the fair value hierarchy.

At September 30, 2025 and

December 31, 2024, the Company did not have any financial assets or liabilities classified within Level 2 or Level 3 of the fair value

The Company accounts for

income taxes in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”), on a tax jurisdictional

In accordance with ASC 740, the interim provision for taxes was calculated by using the estimated annual effective tax rate applied

to the year-to-date income or losses on a jurisdictional basis.

Although the Company has generated ordinary losses on a year-to-date

basis, the Company may have projected taxable income by year end in certain tax jurisdictions, for which an annual effective tax rate

has been calculated.

For the three and nine months ended September 30, 2025 and 2024, the Company recorded zero income tax expense.

In accordance with ASC 740,

the Company presents deferred tax assets net of its deferred tax liabilities on a tax jurisdictional basis on its interim Condensed Consolidated

Balance Sheets.

As of September 30, 2025 and December 31, 2024, the Company had no deferred tax assets and no deferred tax liability

on the interim Condensed Consolidated Balance Sheets due to a valuation allowance offsetting the net deferred tax assets of the Company.

The Company, a Delaware corporation,

and its subsidiaries file tax returns in the United States and in various foreign jurisdictions.

The tax rules and regulations in these

countries are highly complex and subject to interpretation.

The Company’s income tax returns are subject to examination by the

relevant taxing authorities and in connection with such examinations, disputes can arise with the taxing authorities over the interpretation

or application of certain tax rules within the country involved.

In accordance with ASC 740, the Company identifies and evaluates uncertain

tax positions and recognizes the impact of uncertain tax positions for which there is less than a more-likely-than-not probability of

the position being upheld upon review by the relevant taxing authority.

Such positions are deemed to be “unrecognized tax benefits,”

which require additional disclosure and recognition of a liability within the financial statements.

The Company had no unrecognized tax

benefits at September 30, 2025 and December 31, 2024.

Equity Incentive Plans

Restricted Stock Grants

The following table summarizes

the status and activity of the Company’s restricted stock grants at September 30, 2025 and 2024:

Nine Months Ended September 30,

At March 31, 2026 and December 31, 2025, the Company did not have any financial assets or liabilities classified within Level 2 or Level 3 of the fair value hierarchy.

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”), on a tax jurisdictional basis.

In accordance with ASC 740, the interim provision for taxes was calculated by using the estimated annual effective tax rate applied to the year-to-date income or losses on a jurisdictional basis.

Although the Company has generated ordinary losses on a year-to-date basis, the Company may have taxable income by year end in certain tax jurisdictions, for which an annual effective tax rate has been calculated.

For the three months ended March 31, 2026 and 2025, the Company recorded zero income tax expense.

In accordance with ASC 740, the Company presents deferred tax assets net of its deferred tax liabilities on a tax jurisdictional basis on its interim Condensed Consolidated Balance Sheets.

As of March 31, 2026 and December 31, 2025, the Company had no deferred tax assets and no deferred tax liability on the interim Condensed Consolidated Balance Sheets due to a valuation allowance offsetting the net deferred tax assets of the Company.

The Company, a Delaware corporation, and its subsidiaries file tax returns in the United States and in various foreign jurisdictions.

The tax rules and regulations in these countries are highly complex and subject to interpretation.

The Company’s income tax returns are subject to examination by the relevant taxing authorities and in connection with such examinations, disputes can arise with the taxing authorities over the interpretation or application of certain tax rules within the country involved.

In accordance with ASC 740, the Company identifies and evaluates uncertain tax positions and recognizes the impact of uncertain tax positions for which there is less than a more-likely-than-not probability of the position being upheld upon review by the relevant taxing authority.

Such positions are deemed to be “unrecognized tax benefits,” which require additional disclosure and recognition of a liability within the financial statements.

The Company had no unrecognized tax benefits at March 31, 2026 and December 31, 2025.

Restricted Stock Grants

The following table summarizes the status and activity of the Company’s restricted stock grants at March 31, 2026 and 2025, and the changes during the three months then ended:

Three Months Ended

Weighted Weighted

Average Average

Grant Date Grant Date

Number of Fair Value Number of Fair Value

Restricted Stock Grants Shares Per Share Shares Per Share

Outstanding at beginning of period — $ — 666 $ 6.00

Restrictions lifted during the period

Forfeited during the period

Granted during the period — — — —

Outstanding at end of period — $ — 666 $ 6.00

Restricted Stock Units

The following table summarizes

the status and activity of the Company’s restricted stock units at September 30, 2025 and 2024:

Nine Months Ended September 30,

Restricted Stock Units

The following table summarizes the status and activity of the Company’s restricted stock units at March 31, 2026 and 2025, and the changes during the three months then ended:

Three Months Ended

Weighted Weighted

Average Average

Grant Date Grant Date

Number of Fair Value Number of Fair Value

Restricted Stock Units Shares Per Share Shares Per Share

Outstanding at beginning of period 2,470,079 $ 1.12 1,070,079 $ 2.36

Granted during the period 200,000 0.30 — —

Shares issued during the period

Forfeited during the period

Restrictions lifted during the period

Outstanding at end of period 2,670,079 $ 1.06 1,070,079 $ 2.36

The new grants were valued

based on the market price of the Company’s shares as of the grant date.

Stock-Based Compensation

On February 26, 2026, the Company granted 200,000 RSUs to the Company’s CFO under the equity incentive plan.

The RSUs vest in two equal installments, with 50 % vesting on the first anniversary of the grant date and the remaining 50 % vesting on the second anniversary of the grant date, subject to continued service with the Company.

Stock-Based Compensation

expense for the periods presented is as follows:

Stock-based compensation expense for the periods presented is as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands)

Restricted stock grants

Restricted stock units 73 73

Common Stock Warrants

The following table summarizes

the activity of the Company’s common stock warrants for the nine months ended September 30, 2025 and 2024.

Nine Months Ended September 30,

Exercise Price

Restricted stock grants — 1

Common Stock Warrants

The following table summarizes the activity of the Company’s common stock warrants for the three months ended March 31, 2026 and 2025.

Three Months Ended

Weighted Weighted

Number of Average Number of Average

Underlying Exercise Price Underlying Exercise Price

Common Stock Warrants Shares Per Share Shares Share

Outstanding at beginning of period 7,427,587 $ 0.93 10,819,742 $ 1.14

Expired during the period — — ( 338,155 ) 8.75

( 3,338,155 )

Outstanding at end of period 7,427,587 $ 0.93 10,481,587 $ 0.90

The common stock warrants

relate to prior registered offerings and private placements of the Company’s stock.

Common stock warrants outstanding

as of September 30, 2025 are as follows:

The common stock warrants relate to prior registered offerings and private placements of the Company’s stock.

Common stock warrants outstanding as of March 31, 2026 are as follows:

Number of Exercise

Common Stock Warrants Warrants Price Expiration Date

April 2020 Series A Warrants 44,000 $ 7.50 October 22, 2025

April 2020 Series B Warrants 10,000 $ 7.50 October 22, 2025

June 2023 Warrants 1,427,587 $ 1.90 December 26, 2028

November 2023 Series A Warrants 6,000,000 $ 0.70 November 6, 2028

All outstanding common stock

warrants are recorded in equity at September 30, 2025 and December 31, 2024, following the guidance established by ASC Topic 815-40.

The Company’s common stock warrants allow for potential settlement in cash if certain extraordinary events are effected by the

Company, including a 50% or greater change of control in the Company’s common stock.

Since those events have been deemed to be

within the Company’s control, the Company continues to apply equity treatment for these common stock warrants.

All outstanding common stock warrants are recorded in equity at March 31, 2026 and December 31, 2025, following the guidance established by ASC Topic 815 - 40 .

The Company’s common stock warrants allow for potential settlement in cash if certain extraordinary events are effected by the Company, including a 50 % or greater change of control in the Company’s common stock.

Since those events have been deemed to be within the Company’s control, the Company continues to apply equity treatment for these common stock warrants.

Commitments and Contingencies

Unifin Lawsuit

During April 2021, the Company

became aware of a lawsuit in Mexico against one of the Company’s Mexican subsidiaries, Minera William, S.A.

The plaintiff in the matter was Unifin Financiera, S.A.B de C.V.

The lawsuit was assigned to

the Fifth Specialized Commercial District Court.

In November 2022, the Company was formally served with the complaint in connection with

the lawsuit and in December 2022 the Company filed its answer to the complaint.

As a preemptive measure, Unifin obtained a preliminary

court order freezing Minera William’s bank accounts in Mexico, which limited the Company’s and Minera William’s ability

to access approximately $ 153,000 .

The Company and Unifin agreed

to settle the dispute in late 2023.

During the first quarter of 2024, the Court unfroze the Minera William bank accounts, and the bank

remitted the funds to Unifin as per the settlement agreement.

The court also published a writ stating that the parties had complied with

the settlement agreement and declared that Unifin has withdrawn the lawsuit against Minera William.

On June 13, 2024, the Trial

Court published the judgment in the commercial oral proceeding initiated by Unifin against Minera William, Procesadora de Minerales de

Durango, and Jorge Alberto Samaniego Mota.

Since Unifin and Minera William had previously settled the dispute and Unifin desisted or

withdrew its action against Minera William, the company was not condemned in the judgment.

Procesadora de Minerales de Durango and Jorge

Alberto Samaniego Mota were ordered to pay all the amounts claimed by Unifin.

However, the judgment states that Minera William, Procesadora

de Minerales de Durango, and Jorge Samaniego Mota are jointly and severally liable to Unifin.

The Company believes the Judge should not

have ruled on whether or not Minera William was jointly and severally liable.

Moreover, the Judge did not assess Minera William’s

arguments that it was not jointly and severally liable to Unifin.

Minera William appealed that ruling as it is clearly contrary to the

settlement agreement between Unifin and Minera William.

On June 11, 2025, the Appellate Court dismissed Minera Williams appeal, on the grounds that it lacks legal standing,

as the judgment issued in the original proceeding does not cause it any harm.

Regarding the risk raised by Minera William concerning a

potential repetition action by the co-defendants Procesadora and Samaniego, the Appellate Court found such risk to be unfounded, as it

is merely a hypothetical scenario that, to date, has not resulted in any harm to Minera William.

The Company currently believes that it

is unlikely any future liability will arise from this judgement.

Claims Related to Shutdown or Reduction of

One former employee of one

of the Company’s Mexican subsidiaries has a pending labor claim filed in 2024 claiming the Company had not compensated him properly

for his termination.

A severance accrual has been estimated and recorded in connection with this lawsuit for $ 56,000 .

One supplier of some of the

Mexican subsidiaries filed a lawsuit in 2024 against the subsidiary companies for non-payment for services rendered.

In total, the supplier

is seeking approximately $ 46,000 and this amount is recorded in accounts payable as of September 30, 2025.

In 2025, we received two

labor claims against our Argentina subsidiary from former employees seeking compensation that we believe is unsupported.

The first employee

has filed a claim for approximately $ 70,000 , and the second employee filed a claim for approximately $ 90,000 , plus legal fees.

assessing the merits of these claims and at this time do not believe they are valid claims.

As a result of the Company’s

reduced or ceased operations in the US, Mexico Argentina and Peru, the Company has been and may in the future be exposed to claims from

former employees, labor unions, suppliers, consultants or contractors and tax and environmental claims, which may individually or in

the aggregate be material.

Previously disclosed claims related to the Company’s former operations in Mexico and prior employee and supplier claims have been fully resolved.

For information regarding those claims and the Unifin Lawsuit, where the Company does not believe that any future liability would arise, see Item 3, Legal Proceedings, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Mexican Mining Concession

In July 2025, the Company was notified by the Mexican Mining Registry

of an outstanding balance of approximately $ 403,000 in fees, penalties, and late fees related to the Rucio mining concession, originally

requested by Minera de Cordilleras, a subsidiary that was sold earlier in 2025.

Under the terms of the sale the Company would be responsible

for this claim.

Based on the Mining Registry files, the Rucio concession was originally requested in 2011 by a former

manager of Minera Cordilleras.

The concession was not issued until 2018, and the Company was never notified of its issuance or of

any associated payment obligations.

The Company elected not

to make payment pending further investigation, and the concession has since been cancelled by the Mining Registry.

Registry has not commenced an enforcement action related to the alleged fees.

If filed, the Company plans to challenge the validity

of the claim, citing irregularities in the timing of the concession’s issuance and notification.

The Company initiated a concession annulment action during November 2025.

As of September 30, 2025, no provision has been recorded, as management

believes that the outcome of this matter is uncertain and that any potential loss cannot be reasonably estimated.

In July 2025, the Company was notified by the Mexican Mining Registry of an outstanding balance of approximately $ 403,000 in fees, penalties, and late fees related to the Rucio mining concession, originally requested by Minera de Cordilleras, a subsidiary sold earlier in 2025.

Under the terms of that sale, the Company would be responsible for this claim.

The Rucio concession was originally requested in 2011 by a former manager of Minera de Cordilleras, was not issued until 2018, and the Company was never notified of its issuance or any associated payment obligations.

The Company elected not to make payment pending further investigation, and the concession has since been cancelled by the Mining Registry.

No enforcement action has been filed.

The Company has initiated a concession annulment action to challenge the validity of the claim.

As of March 31, 2026, no provision has been recorded as management believes that the outcome of this matter is uncertain.

Argentina Labor Claims

During 2025, the Company received three labor claims against its Argentina subsidiary from former employees seeking compensation.

One of the labor claims has placed a lien on the Company’s Desierto concessions.

As of March 31, 2026, the Company has accrued $ 250,000 for these matters, representing management’s best estimate of a probable loss.

The Company intends to vigorously defend these claims.

As a result of the Company’s reduced or ceased operations in Argentina, the Company has been and may in the future be exposed to claims from former employees, labor unions, suppliers, consultants or contractors and tax and environmental claims, which may individually or in the aggregate be material.

Related Party Transactions

The following sets forth

information regarding transactions between the Company (and its subsidiaries) and its officers, directors and significant stockholders.

Accounting and Financial Reporting Services

The Company has outsourced

certain aspects of its accounting functions to Avisar Everyday Solutions Ltd.

The Chief Financial Officer of

the Company, effective June 1, 2025, is a director, an officer, and a principal shareholder of Avisar.

During the period from June 1,

2025 to September 30 2025, the Company incurred $ 54,798 for consulting services provided by Avisar.

This amount includes payment for

CFO services and the Company is not paying the CFO directly.

The Company has outsourced certain aspects of its accounting functions to Avisar Everyday Solutions Ltd.

The Chief Financial Officer of the Company is a director, an officer, and a principal shareholder of Avisar.

During the three months ended March 31, 2026, the Company incurred $ 32,293 for consulting services provided by Avisar (2025 - $nil).

This amount includes payment for CFO and other accounting services;

the Company does not incur any additional cash cost to the CFO directly.

As of March 31, 2026, the amount owing to Avisar was $ 11,349 .

Directors Compensation

As of March 31, 2026, amounts owing to directors for their fees and expense reimbursements from previous years total $ 211,367 and are included in accounts payable and other accrued liabilities on the Condensed Consolidated Balance Sheet (December 31 , 2025:

No additional director fees were accrued during the three months ended March 31, 2026.

Subsequent Events

Velardeña Sales Agreement

Subsequent to September

30, 2025, the Velardeña Buyer made additional payments of $ 28,000 plus VAT, completing the purchase price of $ 3 million plus

VAT for the Velardeña Properties, agreed during June 2024.

The transaction closed on October 10, 2025 and the

Company transferred the title to the Velardeña Buyer.

With this closing, the Company has now fully divested its

Velardeña operations.

Warrant Expiry

On October 22, 2025, a total

of 54,000 warrants, exercisable at $ 7.50 per share, expired without being exercised.

RSU Settlement

On April 9, 2026, the Company issued 100,000 shares of common stock in connection with the settlement of restricted stock units that had vested in 2025.

Private Placement and Sale of Minera Williams, S.A.

In connection with the sale of Minera William, S.A.

described below, the Company entered into a private placement agreement with Streamline Metals Capital Ltd.

(the “Investor”), pursuant to which the Company agreed to issue 3,740,000 shares of common stock at a purchase price of $ 0.2290 per share for aggregate gross proceeds of approximately $ 856,000 .

On May 14, 2026, the Company completed the sale of all of the issued and outstanding shares of Minera William, S.A.

(“Minera William”) to the Investor for total consideration of $ 1.2 million.

The assets of Minera William include net operating losses, a Capital Contribution Account (CUCA), the Par de Tres 2 mining concession, and the San Diego royalty.

The private placement remains subject to approval of the Toronto Stock Exchange and is expected to close on or around May 20, 2026.

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 a 60% interest in Sand Canyon, an exploration-stage, gold-silver project in northwestern Nevada.

We are primarily

focused on advancing exploration activities at the Sarita Este/Desierto project and continue to review additional exploration opportunities,

primarily in South America.

During 2024 and 2025, the

Company substantially divested its operations in Mexico and Argentina, including the Velardeñá Properties, the El Quevar

silver project, the Yoquivo exploration property, and several Mexican subsidiaries.

On May 14, 2026, the Company completed the sale of

its remaining Mexican subsidiary, Minera William, S.A.

de C.V., for total proceeds of $1.2 million.

The assets of Minera William include

net operating losses, a Capital Contribution Account (“CUCA”), the Par de Tres 2 mining concession, and the San Diego royalty.

The Company has now substantially concluded its business in Mexico and is focused on its exploration properties in Argentina and Nevada.

Because we have divested our

mining operations, our near-term liquidity is principally dependent on proceeds from asset sales and equity financing.

Subsequent to March

31, 2026, the Company completed the sale of Minera William and entered into a private placement financing arrangement, as further described

in Note 13 to the condensed consolidated financial statements.

Financial Statements—Note 2.

Liquidity, Capital

Resources and Going Concern.”

2026 Highlights

During the three months ended

March 31, 2026, the Company had no new exploration activity or transactions of significance.

The Company continued to focus on preserving

cash resources while managing its exploration portfolio and evaluating strategic alternatives.

Sarita Este / Desierto Project

The Desierto project is located

in the Puna geological region of Salta Province, Argentina.

The Company controls 67% of the Desierto Project and continued discussions

with Cascadero Copper Corporation regarding joint venture arrangements during Q1 2026.

Following completion of the joint venture agreement,

the Company anticipates initiating a Phase I drill program designed to test extensions of gold mineralization from the adjacent Sarita

Este property.

The timing of any drilling program depends on completing joint venture agreements and securing sufficient funding.

Sand Canyon Project

In January 2025, the Company

exercised its option to earn a 60% interest in the Sand Canyon project in Humboldt County, Nevada.

The parties are finalizing joint venture

documentation.

During Q1 2026, no drilling was planned;

the Company continued to review historical exploration data to inform future exploration

Financial Results of Operations

For the results of operations

discussed below, we compare the results of operations for the three months ended March 31, 2026, to the results of operations for

the three months ended March 31, 2025.

Exploration expense.

Our exploration expense, including property holding costs and allocated administrative expenses, totaled $0.06 million and $0.07 million

for the three months ended March 31, 2026 and 2025, respectively, essentially unchanged.

Administrative expense.

Administrative expenses totaled $0.5 million for the three months ended March 31, 2026, compared to $0.7 million for the three months

ended March 31, 2025.

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 2026 is primarily related

to our continued cost reduction efforts.

Stock-based compensation.

During the three months ended March 31, 2026 and 2025, we incurred $0.07 million of stock-based compensation expense.

Stock-based compensation

varies from period to period depending on the number and timing of equity instruments granted, the type of grant, the market value of

the shares on the date of grant and other variables.

Interest and other income,

We recorded a nominal amount of interest and other income, net for the three months ended March 31, 2026 and 2025.

Income Taxes.

zero income tax expense for the three months ended March 31, 2026 and 2025.

Income/Loss from discontinued

operations, net of taxes.

In 2025, certain businesses were classified as assets held for sale and discontinued operations, including

the Rodeo and Velardeña Properties in Mexico.

Income (loss) from discontinued operations, net of taxes was income of $14,000 for

the three months ended March 31, 2026, compared to a loss of $0.4 million for the three months ended March 31, 2025.

The income in the

current period reflects $62,000 of net operating income, primarily consisting of (i) a $35,000 refund of mining concession payments related

to the Rodeo property and (ii) a $26,000 refund of municipal charges related to the Velardeña property, partially offset by $48,000

of holding costs.

The prior year period primarily reflects subsidiary holding and project wind-down costs associated with discontinued

Liquidity, Capital Resources and Going Concern

2026 Liquidity Forecast and Going Concern Qualification

As at March 31, 2026, we did

not have sufficient resources to meet our expected cash needs for a period of twelve months beyond the filing date of this 2026 Quarterly

Report on Form 10-Q.

At March 31, 2026, we had current assets of approximately $1.0 million, including cash and cash equivalents of approximately

$0.9 million.

On the same date, we had accounts payable and other current liabilities of approximately $0.9 million.

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 has been evaluating and pursuing strategic alternatives to address its liquidity requirements.

Subsequent to March 31, 2026,

the Company completed the sale of Minera William, S.A.

for total proceeds of $1.2 million and entered into a private placement

to issue 3,740,000 shares of common stock at $0.2290 per share for expected gross proceeds of approximately $856,000, subject to Toronto

Stock Exchange approval and expected to close on or around May 20, 2026.

Based on current forecasts and taking into account the proceeds

from these transactions, the Company expects its cash resources to fund operations into early 2027.

Notwithstanding this improved near-term

liquidity, the Company has no revenue-generating operations and will require additional financing or asset monetization to sustain operations

beyond the current forecast horizon.

These conditions continue to raise substantial doubt about the Company’s ability to continue

as a going concern.

2026 Liquidity Discussion

At March 31, 2026, our aggregate

cash and cash equivalents totaled $0.9 million, compared to $1.3 million at December 31, 2025 (plus restricted cash of $0.5 million).

Combined, cash, cash equivalents, and restricted cash decreased by $0.9 million during the three months ended March 31, 2026, reflecting

the following:

● $0.5 million disbursement of restricted cash to settle obligations of the subsidiaries disposed of during

the latter part of 2025;

● $14,000 of income from discontinued operations as described above;

● $0.5 million in general and administrative expenses;

● $0.06 million in exploration expenditures.

Subsequent to March 31, 2026,

the Company completed the sale of Minera William for total proceeds of $1.2 million and entered into a private placement expected to generate

approximately $856,000 in additional gross proceeds upon closing, subject to Toronto Stock Exchange approval and expected to close on

or around May 20, 2026 (see Note 13 to the condensed consolidated financial statements for additional information).

Based on current forecasts,

the Company expects these proceeds to fund operations into early 2027;

however, the Company has no revenue-generating operations and will

require additional financing to sustain operations beyond that horizon.

These conditions continue to raise substantial doubt about the

Company’s ability to continue as a going concern (see Note 2).

Recent Accounting Pronouncements

Please refer to the description

of the recent accounting pronouncements in Item 1, Financial statements, above.

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 Desierto project and the completion of the related joint venture documents

and formation of the joint venture with Cascadero Copper Corporation;

(iii) plans regarding our Sand Canyon exploration property in Nevada;

(iv) projected spending during 2026;

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

and our financial outlook for 2026, including anticipated expenditures and cash inflows during the year.

Although we believe the expectations

and assumptions reflected in those forward-looking statements are reasonable, we cannot assure you that these expectations and assumptions

will prove to be correct.

Our actual results could differ materially from those expressed or implied in these forward-looking statements

as a result of various factors described in this Form 10-Q, including:

● 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;

● Whether the agreements with Streamline successfully close.

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

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

completion of the Desierto joint venture documents with Cascadero Copper Corporation;

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

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

● Decreases in silver and gold prices;

● Unfavorable results of pending employment litigation;

● 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, high or 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;

● Volatility in the market price of our common stock;

● The factors discussed under “Risk Factors” in our 2025 Annual Report.

These factors are not intended

to represent a complete list of the general or specific factors that could affect us.

Many of these factors are beyond our ability to

control or predict.

Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions,

such expectations may prove to be materially incorrect due to known and unknown risks and uncertainties.

You should not unduly rely on

any of our forward-looking statements.

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.

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 1. Financial Statements