What changed in this filing

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Item 1. Financial Statements

2026-07-28 compared with 2026-05-15 · 249 added, 229 removed, 301 unchanged (61% of the section changed)

3 unchanged sentences

(Expressed in United States dollars)

March 31, December 31,

(in thousands, except share data)

(unaudited) (audited)

Current assets

25 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands, except per share data)

3 unchanged sentences

Stock-based compensation ( 72 ) ( 99 ) ( 145 ) ( 173 )

Other operating income (expense), net — ( 5 ) — ( 5 )

Total costs and expenses ( 444 ) ( 933 ) ( 1,065 ) ( 1,793 )

Loss from operations ( 444 ) ( 933 ) ( 1,065 ) ( 1,793 )

Other income:

Interest and other income, net 5 26

Total other income 5 26

Other income (expense):

Interest and other income (expense), net 6 52 11 78

Gain (loss) on foreign currency transactions ( 8 ) ( 42 ) ( 8 ) ( 42 )

Total other income (expense) ( 2 ) 10 3 36

Loss from operations before income taxes and discontinued operations ( 446 ) ( 923 ) ( 1,062 ) ( 1,757 )

2 unchanged sentences

Income (loss) from discontinued operations, net of taxes (Note 3) 1,128 83 1,142 ( 319 )

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

Net loss per common share - basic

Net income (loss) $ 682 $ ( 840 ) $ 80 $ ( 2,076 )

Net income (loss) per common share - basic

Continuing operations $ ( 0.03 ) $ ( 0.06 ) $ ( 0.07 ) $ ( 0.12 )

Discontinued operations 0.07 0.00 0.07 ( 0.02 )

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

Net income (loss) per common share - basic $ 0.04 $ ( 0.06 ) $ 0.00 $ ( 0.14 )

Weighted-average shares outstanding - basic ⁽¹⁾ 16,788,213 15,053,048 15,925,424 15,052,713

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

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.

Potentially dilutive shares at June 30, 2026, consist of 2,670,079 equivalent shares related to restricted stock units and 7,427,587 equivalent shares related to outstanding warrants.

Potentially dilutive shares at June 30, 2025, consist of 2,470,079 equivalent shares related to stock-based awards and 7,481,587 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)

Three Months Ended March 31,

Six Months Ended

(in thousands)

Cash flows provided by (used in) operating activities:

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

Net income (loss) $ 80 $ ( 2,076 )

(Income) loss from discontinued operations ( 1,142 ) 319

1 unchanged sentence

Stock-based compensation 145 173

Gain on sale of assets — ( 600 )

Changes in operating assets and liabilities:

15 unchanged sentences

Net cash provided by (used in) financing activities 848 —

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

Net increase (decrease) in cash, cash equivalents, and restricted cash 620 ( 674 )

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

10 unchanged sentences

Cash paid for interest $ 3 $ —

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

Insurance premiums financed (non-cash) $ 152 $ —

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 )

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

Stock-based compensation — — 74 — 74

Net loss — — — ( 1,239 ) ( 1,239 )

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

Stock-based compensation — — 99 — 99

Balance, June 30, 2025

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

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

Stock-based compensation

Net loss — — — ( 602 ) ( 602 )

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

Stock-based compensation

Shares issued on RSU settlement

Shares issued in private placement, net of issuance costs

Balance, June 30, 2026

The accompanying notes form an integral part of

6 unchanged sentences

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;

17 unchanged sentences

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.

As at June 30, 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 June 30, 2026, we had current assets of approximately $ 2.6 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 $ 1.0 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’s only near-term opportunity to generate cash flow to meet its expected cash requirements is from asset sales, 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.

During the six months ended June 30, 2026, the Company (a) 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.

(“Streamline”) and Horizon Silver Resources Ltd.

(“Horizon”) for aggregate cash consideration of $ 1.2 million, and (b) completed a private placement of 3,740 ,000 shares of common stock to Streamline for aggregate gross proceeds of approximately $ 856,463 (see Notes 3 and 10).

These transactions improved the Company’s cash position.

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.

1 unchanged sentence

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.

Based on the Company’s cash-flow needs and taking into account the proceeds of the sale of Minera William and the May 2026 private placement, the Company expects its cash resources to fund operations into early to mid-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.

5 unchanged sentences

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

On May 14, 2026 , the Company, through its subsidiaries ECU Silver Mining Inc.

and Golden Minerals Services Corp., completed the sale of all of the issued and outstanding shares of Minera William, S.A.

(“Minera William”) to Streamline and Horizon for aggregate cash consideration of $ 1.2 million.

Minera William represented the residual component of the Company’s Mexican operations, which were classified as discontinued operations.

The Company recognized a gain on disposal of approximately $ 1.1 million.

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 taxe s in the interim Condensed Consolidated Statements of Operations:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

(in thousands)

Costs and expenses:

Exploration and project expenses ( 48 ) ( 198 )

Exploration ( 46 ) ( 608 ) ( 94 ) ( 806 )

Reclamation expense — ( 62 ) — ( 123 )

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

Total income and expenses 14 ( 405 )

Other operating income 28 153 90 10

Gain on sale of assets held for sale 1,146 600 1,146 600

Income (loss) from discontinued operations before income taxes 1,128 83 1,142 ( 319 )

Income taxes — — — —

Income (loss) from discontinued operations, net of taxes $ 1,128 $ 83 $ 1,142 $ ( 319 )

New and Recently Issued Accounting Pronouncements

In November 2024, the FASB

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

Determining the Accounting Acquirer in the Acquisition of

a Variable Interest Entity.

In November 2024, the FASB 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 2025-03, 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.

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 Company adopted ASU 2025-05 effective January 1, 2026.

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

1 unchanged sentence

Prepaid expenses and other current assets consist of the following:

March 31, December 31,

June 30, December 31,

(in thousands)

1 unchanged sentence

Recoupable deposits and other 49 49

During the six months ended June 30, 2026, the Company financed its annual insurance premiums through a commercial premium finance arrangement.

As of June 30, 2026, prepaid insurance and a related insurance financing liability of approximately $ 124 ,000 and $ 106 ,000, respectively, are included in prepaid expenses and other assets and in accounts payable and other accrued liabilities.

Property, Plant and Equipment, Net

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

March 31, December 31,

June 30, December 31,

(in thousands)

2 unchanged sentences

Accumulated depreciation ( 486 ) ( 486 )

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

Depreciation expense was $ nil for the three and six months ended June 30, 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,

June 30, December 31,

(in thousands)

14 unchanged sentences

(in thousands)

At March 31, 2026

At June 30, 2026

Cash and cash equivalents $ 2,454 $ — $ — $ 2,454

3 unchanged sentences

$ 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 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.

At June 30, 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.

For the three and six months ended June 30, 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.

As of June 30, 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.

3 unchanged sentences

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.

The Company had no unrecognized tax benefits at June 30, 2026 and December 31, 2025.

Private Placement

On May 22, 2026, the Company completed a private placement of 3,740,000 shares of its common stock at a price of $ 0.2290 per share to Streamline, for aggregate gross proceeds of approximately $ 856,463 .

Net proceeds after share-issuance costs of approximately $ 803,744 (gross proceeds of $ 856,463 less share-issuance costs of $ 52,719 , pertaining to professional and regulatory fees) were recorded as an increase to common stock of $ 37,400 and additional paid-in capital of $ 766,344 .

Share-issuance costs totaled approximately $ 52,719 , of which $ 7,609 was paid in cash during the period and the remaining $ 45,110 was unpaid at June 30, 2026 and included in accounts payable and other accrued liabilities.

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

The following table summarizes the status and activity of the Company’s restricted stock grants at June 30, 2026 and 2025, and the changes during the six months then ended:

Six Months Ended June 30,

Weighted Weighted

4 unchanged sentences

Outstanding at beginning of period — $ — 666 $ 6.00

Granted during the period — — — —

Restrictions lifted during the period — — ( 666 ) 6.00

Outstanding at end of period — $ — — $ —

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

The following table summarizes the status and activity of the Company’s total restricted stock units outstanding at June 30, 2026 and 2025, and the changes during the six months then ended:

Six Months Ended June 30,

Weighted Weighted

5 unchanged sentences

Granted during the period 200,000 0.30 1,500,000 0.18

Restrictions lifted during the period — $ — ( 100,000 ) $ 0.35

Outstanding at end of period 2,670,079 $ 1.06 2,470,079 $ 1.12

1 unchanged sentence

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.

As of June 30, 2026, 2,670,079 restricted stock units were outstanding, comprising 600,000 nonvested units and 2,070,079 units that have vested but for which the underlying common shares have not yet been issued.

Vested restricted stock units are settled in common shares upon the holder’s separation from service or a change of control and remain outstanding until settled.

As of June 30, 2026, total unrecognized compensation cost related to nonvested restricted stock units was $ 121,000 , which is expected to be recognized over a weighted-average period of 1.1 years.

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(in thousands)

Restricted stock units 73 73

Restricted stock grants — 2 — 3

Restricted stock units 72 97 145 170

Total stock-based compensation $ 72 $ 99 $ 145 $ 173

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

The following table summarizes the activity of the Company’s common stock warrants for the six months ended June 30, 2026 and 2025.

Six Months Ended June 30,

Underlying Weighted

Exercise Price Number of

Underlying Weighted

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

Issued during the period — — — —

Exercised during the period — — — —

Expired during the period — — ( 3,338,155 ) 1.52

1 unchanged sentence

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:

Common stock warrants outstanding as of June 30, 2026 are as follows:

Number of Exercise

Common Stock Warrants Warrants Price Expiration Date

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 March 31, 2026 and December 31, 2025, following the guidance established by ASC Topic 815 - 40 .

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

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

All outstanding common stock warrants are recorded in equity at June 30, 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.

10 unchanged sentences

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.

As of June 30, 2026, no provision has been recorded as management believes that the outcome of this matter is uncertain.

Argentina Labor Claims

1 unchanged sentence

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.

As of June 30, 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.

Guarantee — Sale of Minera William

In connection with the May 2026 sale of Minera William, S.A.

de C.V., the Company, as guarantor, guaranteed the obligations of ECU Silver Mining Inc.

and Golden Minerals Services Corp.

to Streamline and Horizon under the Share Purchase Agreement.

The Company’s aggregate liability under the guarantee is limited to the $ 1,200,000 purchase price (with breaches of non-fundamental representations and warranties capped at $ 600,000 ), and the underlying representations, warranties and covenants survive for 24 months from closing, through May 14, 2028.

The Company has assessed the guarantee under ASC 460 and ASC 450 and concluded that the fair value of the stand-ready obligation is immaterial and that a loss is not probable;

accordingly, no liability has been recognized.

The Company reassesses this conclusion at each reporting date.

Related Party Transactions

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 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 .

Since June 1, 2025, the Company has outsourced its Chief Financial Officer function, together with certain other accounting functions, to Avisar Everyday Solutions Ltd.

(“Avisar”), of which the Company’s Chief Financial Officer is a director, officer and principal shareholder.

Amounts incurred for these services, which include the Chief Financial Officer function with no separate payment made to the Chief Financial Officer, were $ 62,887 for the six months ended June 30, 2026 and $ 16,109 for the comparable 2025 period (approximately one month, following commencement of the arrangement on June 1, 2025).

As of June 30, 2026, $ 9,864 was owing to Avisar (December 31, 2025:

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.

As of June 30, 2026, amounts owing to directors for fees and expense reimbursements from prior years total $ 211,367 and are included in accounts payable and other accrued liabilities on the Condensed Consolidated Balance Sheet (December 31, 2025:

Since December 2024, the directors have continued to serve without cash compensation in order to preserve the Company’s liquidity, and no director fees were accrued during the six months ended June 30, 2026.

Streamline Metals Capital Ltd.

In May 2026, Streamline acquired all of the issued and outstanding shares of Minera William (jointly with Horizon;

see Note 3) and separately subscribed for 3,740,000 shares of the Company’s common stock in a private placement (see Notes 3 and 10).

As a result of the private placement, Streamline holds approximately 19.8 % of the Company’s outstanding common stock, has the right to nominate a director to the Company’s board of directors, and is considered a related party.

These transactions are described in the notes referenced above.

Subsequent Events

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.

The Company has evaluated subsequent events through the date these unaudited condensed consolidated financial statements were available to be issued and determined that there were no material subsequent events requiring recognition or disclosure in these financial statements.

Discussion and Analysis of Financial Condition and Results of Operations

3 unchanged sentences

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.

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

Following the completion

of the sale of Minera William in May 2026, the Company has completed its exit from Mexico, and its remaining focus is on advancing exploration

at the Sarita Este/Desierto project in Argentina and the Sand Canyon project in Nevada, together with its corporate activities and the

review of additional exploration opportunities, primarily in South America.

During 2024 and 2025, the

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

silver 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.

Company substantially divested its operations in Mexico and Argentina, including the Velardeña 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.

the assets of Minera William included net operating

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

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

as further described under “Item 1.

Financial Statements—Note 2.

Liquidity, Capital

Resources and Going Concern.”

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.

During the three and six months

ended June 30, 2026, other than the completed sale of Minera William, the Company had no new exploration activity or transactions of significance.

The Company continued to focus on preserving cash resources while managing its exploration portfolio and evaluating strategic alternatives.

Sarita Este / Desierto Project

1 unchanged sentence

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.

The Company controls 67% of the Desierto Project and continued its efforts

to complete joint venture documentation with Cascadero Copper Corporation during the six months ended June 30, 2026.

Following completion

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

from the adjacent Sarita Este property.

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

sufficient funding.

Sand Canyon Project

3 unchanged sentences

documentation.

During Q1 2026, no drilling was planned;

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

During the six months ended June 30, 2026, no drilling was planned;

the Company continued to review historical exploration

data to inform future exploration plans.

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.

discussed below, we compare the results of operations for the three and six months ended June 30, 2026, to the results of operations for

the three and six months ended June 30, 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.

Our exploration expense, including property holding costs and allocated administrative expenses, totaled $27 thousand and $81 thousand

for the three months ended June 30, 2026 and 2025, respectively, and $86 thousand and $152 thousand for the six months ended June 30,

2026 and 2025, respectively, and were lower than in the comparable prior-year periods, reflecting a reduced level of exploration and property-holding

activity, primarily as a result of holding fewer properties following the disposition of the Company’s Mexican operations in late

Administrative

Administrative expenses totaled $345 thousand for the three months ended June 30, 2026, compared to $748 thousand for

the three months ended June 30, 2025, and $834 thousand for the six months ended June 30, 2026, compared to $1,463 thousand for the

six months ended June 30, 2025.

Administrative expenses, including costs associated with being a public company, are incurred

primarily by our corporate activities in support of our exploration portfolio and consist principally of professional fees, together

with ongoing accounting and tax fees;

investor-relations,

transfer-agent, listing and regulatory fees, including annual-meeting and

and salaries and benefits.

The decrease compared with the prior-year periods primarily reflects lower

professional and corporate costs, consistent with the reduced scale of the Company’s activities following the disposition and

wind-down of its Mexican operations.

compensation.

Stock-based compensation expense was $72 thousand for the three months ended June 30, 2026 and $145 thousand for

the six months ended June 30, 2026.

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

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

Interest and other

income (expense), net.

Interest and other income, net, was $6 thousand and $52 thousand for the three months ended June 30, 2026 and

2025, respectively, and $11 thousand and $78 thousand for the six months ended June 30, 2026 and 2025, respectively.

The decrease from

the prior-year periods primarily reflects lower interest income earned on lower average cash balances.

Income Taxes.

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

$nil income tax expense for the three and six months ended June 30, 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

Income (loss) from discontinued operations, net of taxes, was $1,128 thousand and $83 thousand for the three

months ended June 30, 2026 and 2025, respectively, and $1,142 thousand and $(319) thousand for the six months ended June 30, 2026 and

2025, respectively.

In the current year, the Company received approximately $1.2 million on the sale of Minera William;

in the prior year,

it received approximately $0.6 million on the sale of Minera de Cordilleras.

In each period, the remaining amounts consist principally

of subsidiary holding costs, which were higher in the prior year owing to the larger number of subsidiaries then held.

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.

During the six months ended

June 30, 2026, the Company completed the sale of Minera William for cash consideration of approximately $1.2 million and a private placement

for aggregate gross proceeds of approximately $0.9 million (net cash proceeds of approximately $0.8 million).

These transactions improved

the Company’s cash position.

As of June 30, 2026, we had current assets of approximately $2.6 million, including consolidated cash

and cash equivalents of approximately $2.5 million, and accounts payable and other current liabilities of approximately $1.0 million.

Based on the Company’s internal assessment, we expect our cash resources to fund operations into early to mid-2027.

The Company’s only near-term

opportunity to generate cash flow to meet its expected cash requirements is from 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.

opportunity to generate cash flow to meet its expected cash requirements is from asset sales, equity, or other external financing.

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

Notwithstanding the improved near-term

liquidity from the transactions entered into during the period ended June 30, 2026, the Company has no revenue-generating operations and

will require additional financing or asset monetization to sustain operations beyond the current forecast horizon.

These conditions continue

to raise substantial doubt about the Company’s ability to continue as a going concern.

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).

At June 30, 2026, our aggregate

consolidated cash and cash equivalents totaled approximately $2.5 million, compared to $1.3 million (plus $0.5 million of cash restricted

for settlement of a value-added tax payable) at December 31, 2025.

There was no restricted cash at June 30, 2026, as the value-added tax

payable was settled during the period.

During the six months ended June 30, 2026, cash, cash equivalents and restricted cash increased

by approximately $0.6 million, reflecting the following:

● approximately $1.2 million of proceeds from the sale of Minera

● approximately $0.8 million of net proceeds from the private placement;

● partially offset by approximately $1.4 million used in operating

activities, comprising general and administrative and exploration expenditures.

See Note 2 to the condensed

consolidated financial statements and “—2026 Liquidity Forecast and Going Concern Qualification” above for further discussion

of the substantial doubt about the Company’s ability to continue as a going concern.

Recent Accounting Pronouncements

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

including completion of joint venture documentation;

(iv) projected spending during 2026;

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

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

Although we believe the expectations

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

will prove to be correct.

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

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

● 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.;

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;

● Higher than anticipated exploration, maintenance, general

and administrative costs;

● Plans regarding further advancement of the Sarita Este/Desierto

project, including whether we are able to complete the Desierto joint venture documents with Cascadero Copper Corporation;

● Plans regarding further advancement of the Sand Canyon project,

including whether we are able to complete 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;

● 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 or inability to complete 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.

● The factors discussed under “Risk Factors” in

our 2025 Annual Report.

These factors are not intended

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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