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Item 3. Legal Proceedings

2026-03-16 compared with 2025-03-17 · 32 added, 24 removed, 7 unchanged (89% of the section changed)

LEGAL PROCEEDINGS

The Company is a 30% owner of the Peak Gold JV, which operates the Manh Choh mine near Tok, Alaska.

Ore from the mine is being trucked to the Fort Knox mill for processing via public roadways in state-of-the-art trucks carrying legal loads.

Certain owners of vacation homes along the ore haul route and others claiming potential impact have organized a group to oppose the ore haul plan and disrupt the project.

These efforts have included administrative appeals of certain state mine permits unrelated to ore haul.

To date, those appeals have been unsuccessful.

On October 20, 2023, the Committee for Safe Communities, an Alaskan non-profit corporation inclusive of this same group of objectors and formed for the purpose of opposing the project, filed suit in the Superior Court in Fairbanks, Alaska against the State of Alaska Department of Transportation and Public Facilities ("DOT").

The Complaint seeks injunctive relief against the DOT with respect to its oversight of Peak Gold's ore haul plan.

The Complaint alleges that the DOT has approved a haul route and trucking plan that violates DOT regulations, DOT's actions have created an unreasonable risk to public safety constituting an attractive public nuisance, and DOT has aided and abetted the offense of negligent driving.

On November 2, 2023, the plaintiff filed a motion for a preliminary injunction against the DOT and sought expedited consideration of its motion.

If granted, the motion could impact Peak Gold's ore haul plans.

On November 9, 2023, the Court denied the plaintiff's motion for expedited consideration.

On November 15, 2023, the Court granted Peak Gold, LLC's motion to intervene.

On January 15, 2024, Peak Gold and DOT jointly moved for judgment on the pleadings and to stay all discovery.

On May 14, 2024, the Court issued an Order denying the plaintiff's motion for preliminary injunction and staying discovery.

On June 24, 2024, the Court issued an Order granting judgment on the pleadings as to three of the four claims for relief alleged in the Complaint and denying relief as to the claim for public nuisance.

The Order further lifted the stay of discovery.

On July 3, 2024, the DOT filed motion for reconsideration as to the Court's Order on the motion for judgment on the pleadings, which Peak Gold joined.

On September 13, 2024, the Court entered an Order denying this motion.

The case is set for trial on August 11, 2025.

On October 20, 2023, the Committee for Safe Communities (“CSC”), an Alaskan non-profit corporation inclusive of certain vacation home owners along the Manh Choh ore haul route, formed for the purpose of opposing the Manh Choh project, filed suit in the Superior Court in Fairbanks, Alaska against the State of Alaska Department of Transportation and Public Facilities (“DOT”).

The Complaint sought injunctive relief against the DOT with respect to its oversight of the Peak Gold JV’s ore haul plan.

On May 9, 2025, and at CSC’s request, the Court entered an Order of Dismissal Without Prejudice as to CSC’s one remaining claim, vacated the trial date and closed the case.

On July 1, 2024, the Village of Dot Lake, a federally recognized Indian Tribe, located approximately 50 miles from the Manh Choh mine on the ore haul route along the Alaska Highway (“Dot Lake”), filed a Complaint in the U.S.

3 unchanged sentences

Spellmon, in his official capacity as Chief of Engineers and Commanding General of the Corps.

The Complaint seeks declaratory and injunctive relief based on the Corps' alleged failure to consult with Dot Lake and to undertake an adequate environmental review with respect to the Corps' issuance in September 2022 of a wetlands disturbance permit in connection with the overall permitting of the Manh Choh mine as to approximately 5 acres of wetlands located on Tetlin Village land.

Peak Gold is not named as a defendant in the Complaint and, on August 20, 2024, Peak Gold moved to intervene in the action, which Dot Lake has opposed.

On October 10, 2024, the Court granted intervention to Peak Gold.

On October 18, 2024, Peak Gold joined the partial motion to dismiss that the Corps filed on August 23, 2024, which motion remains pending.

The Complaint sought declaratory and injunctive relief based on the Corps’ alleged failure to consult with Dot Lake and to undertake an adequate environmental review with respect to the Corps’ issuance in September 2022 of a wetlands disturbance permit in connection with the overall permitting of the Manh Choh mine as to approximately five acres of wetlands located on Tetlin Village land.

The Peak Gold JV was not named as a defendant in the Complaint, but sought and was granted the right to intervene in the action, and joined the partial motion to dismiss the lawsuit that the Corps filed on August 23, 2024.

On September 29, 2025, the Court entered an Order dismissing the action with prejudice based on the Stipulated Dismissal of Action filed by the parties and the Court closed the case.

On September 10, 2024, the Corps issued to Johnson Tract Mining Inc, (a wholly owned subsidiary of the Company) a permit under Section 404 of the Clean Water Act to construct an access road and improve an existing air strip on the south parcel of the Johnson Tract project.

On May 20, 2025, Cook Inletkeeper, Chickaloon Village Traditional Council, Center for Biological Diversity, and an individual plaintiff filed suit in the United States District Court for the District of Alaska against the Corps and related officials, challenging the Corps’ issuance of the Section 404 permit.

The plaintiffs seek to vacate the section 404 permit issued and halt mineral exploration on the lands.

The complaint alleges that the Corps Environmental Assessment for the Section 404 permit failed to adequately analyze the potential for acid rock drainage and contaminants leaching into the Johnson River and Cook Inlet and the harmful effects of the project on beluga whales at the Cook Inlet.

In July 2025, the Company filed a motion to intervene as a defendant in the lawsuit to protect its legal rights under the Section 404 permit, its significant investment in the Johnson Tract, and its mineral exploration lease with CIRI.

The Alaska District Court has not issued any rulings or relief and the permit in question is still active and in good standing.

MINE SAFETY DISCLOSURES

Not applicable.

Pursuant to Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K, registrants that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports.

These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S.

Department of Labor’s Mine Safety and Health Administration (“MSHA”).

The Company holds a 30% membership interest in the Peak Gold JV, which owns the Manh Choh Project in Alaska.

The Company does not serve as the manager of the Peak Gold JV or the operator of the Manh Choh mine.

KG Mining (Alaska), Inc., an indirect wholly-owned subsidiary of Kinross Gold Corporation, serves as manager of the Peak Gold JV, which operates the Manh Choh mine.

Accordingly, the Company is not considered an “operator” with respect to the Manh Choh Project as defined under Section 3 of the Mine Act.

The Company’s other mineral properties, including the Lucky Shot Project, Johnson Tract Project, and the Avidian Properties, are in the exploration or development stage.

While the Company conducts exploration activities at these properties, including underground drilling programs at Lucky Shot, the Company has not received any citations or orders from MSHA with respect to these properties.

During the fiscal year ended December 31, 2025, and for all periods thereafter through the filing date of this Form 10-K, the Company and its properties were not subject to any of the matters requiring disclosure under Section 1503(a) of the Dodd-Frank Act or Item 104 of Regulation S-K, including:

(i) notices of violations of mandatory health or safety standards issued under Section 104 of the Mine Act;

(ii) orders issued under Sections 104(b) or 107(a) of the Mine Act;

(iii) citations or orders for unwarrantable failure to comply with mandatory health or safety standards under Section 104(d) of the Mine Act;

(iv) flagrant violations under Section 110(b)(2) of the Mine Act;

(v) imminent danger orders issued under Section 107(a) of the Mine Act;

(vi) proposed assessments from MSHA;

(vii) legal actions pending before the Federal Mine Safety and Health Review Commission;

(viii) legal actions instituted by MSHA;

or (ix) mining-related fatalities.

Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Form 10-K.

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-K

Item 3. Legal Proceedings