What changed in this filing

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Item 2. Properties

2021-08-31 compared with 2020-09-25 · 143 added, 142 removed, 80 unchanged (78% of the section changed)

The Company does not directly hold title to any material property.

In connection with the Closing of the Transactions with Royal Gold in January 2015, the Company contributed (or caused to be contributed) to the Joint Venture Company the Peak Gold Joint Venture Property and other related assets.

At the Closing, the Company and Royal Gold, through their wholly-owned subsidiaries, entered into the JV LLCA.

The Joint Venture Company now holds title to the Peak Gold Joint Venture Property.

The Peak Gold Joint Venture Property is located in the State of Alaska, and consists of the Tetlin Lease and unpatented mining claims.

The Peak Gold Joint Venture Property is the only material property of the Joint Venture Company.

None of the known prospects on the Peak Gold Joint Venture Property are known to host quantifiable mineral reserves as defined by SEC Industry Guide 7.

The Company’s primary focus has historically been the exploration of a mineral lease with the Native Village of Tetlin whose governmental entity is the Tetlin Tribal Council (“Tetlin Tribal Council”) for the exploration of minerals near Tok, Alaska on a currently estimated 675,000 acres (the “Tetlin Lease”) constituting the Manh Choh Joint Venture Property and almost all of the Company’s resources have been directed to that end.

All significant work historically conducted by the Company has been directed at exploration of the Manh Choh Joint Venture Property and increasing understanding of the characteristics of, and economics of, any mineralization.

The Company also separately owns the mineral rights to approximately 200,000 acres of State of Alaska mining claims for exploration, and has begun allocating more annual resources to the exploring those properties and other new opportunities.

There are no known quantifiable mineral reserves on the Manh Choh Joint Venture Property, the Contango Property or any of the Company’s other properties as defined by the SEC Industry Guide 7.

The Company believes that the Joint Venture Company holds good title to its properties in accordance with standards generally accepted in the minerals industry.

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Before the Joint Venture Company begins any mining activities, however, it might conduct a full title examination and perform curative work on any defects that it deems significant.

A significant amount of additional work is likely required in the exploration of the properties before any determination as to the economic feasibility of a mining venture can be made.

Lease with Tetlin Tribal Council

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In November 2010, the Tetlin Lease was assigned to the Company and in January 2015, the Tetlin Lease was assigned to the Joint Venture Company.

The Tetlin Lease covers an estimated 675,000 acres of land for an initial term of ten years, which was extended for an additional ten years to July 5, 2028 and so long thereafter as the Joint Venture Company continues conducting exploration or mining operations on the Tetlin Lease.

The Joint Venture Company was required to spend $350,000 annually until July 15, 2018 in exploration costs pursuant to the Tetlin Lease.

The Joint Venture Company satisfied this work commitment requirement for the full lease term through 2018 because exploration funds spent in any year in excess of $350,000 are credited toward future years’ exploration cost requirements.

The Tetlin Lease also provides that the Joint Venture Company will pay the Tetlin Tribal Council a production royalty ranging from 2.0% to 5.0% depending on the type of metal produced and the year of production.

The Company has paid the Tetlin Tribal Council $225,000 in exchange for reducing the production royalty payable to them by 0.75%.

These payments lowered the production royalty to a range of 1.25% to 4.25% depending on the type of metal produced and the year of production.

The Tetlin Tribal Council had the option, on or before July 15, 2020, to increase its production royalty by (i) 0.25% by payment to the Joint Venture Company of $150,000, (ii) 0.50% by payment to the Joint Venture Company of $300,000, or (iii) 0.75% by payment to the Joint Venture Company of $450,000.

The Management Committee extended this option for the Tetlin Tribal Council until November 15, 2020.

The Tetlin Lease’s current term extends to July 5, 2028, and for so long thereafter as the Joint Venture Company continues conducting exploration or mining operations on the Tetlin Lease.

The Joint Venture Company was required to spend $350,000 per year annually until July 15, 2018 in exploration costs pursuant to the Tetlin Lease.

Exploration expenditures to date under the Tetlin Lease have satisfied this work commitment requirement for the full lease term, through 2028, because exploration funds spent in any year in excess of $350,000 are credited toward future years’ exploration cost requirements.

The Tetlin Lease also provides that the Joint Venture Company will pay the Tetlin Tribal Council a production royalty ranging from 3.0% to 5.0% should the Joint Venture Company deliver to a purchaser on a commercial basis precious or non-precious metals derived from the properties under the Tetlin Lease.

The Company had previously paid the Tetlin Tribal Council $225,000 in exchange for reducing the production royalty payable to them by 0.75%.

These payments lowered the production royalty to a range of 2.25% to 4.25%.

The Tetlin Tribal Council had the option to increase its production royalty by (i) 0.25% by payment to the Joint Venture Company of $150,000, (ii) 0.50% by payment to the Joint Venture Company of $300,000, or (iii) 0.75% by payment to the Joint Venture Company of $450,000.

The Tetlin Tribal Council exercised the option to increase its production royalty by 0.75% by payment to the Joint Venture Company of $450,000 on December 30, 2020.

In lieu of a cash payment, the $450,000 will be credited against future production royalty and advance minimum royalty payments due by the Joint Venture Company to the Tetlin Tribal Council under the lease once production begins.

Until such time as production royalties begin, the Joint Venture Company will pay the Tetlin Tribal Council an advance minimum royalty of approximately $75,000 per year, plus an inflation adjustment.

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State of Alaska Mining Claims

A listing of the Joint Venture Company’s State of Alaska unpatented mining claims as of June 30, 2020 for gold and associated minerals are listed in Exhibits 99.1, 99.3, 99.4, 99.5, 99.6, and 99.8.

A listing of the Company and the Joint Venture Company’s State of Alaska unpatented mining claims as of June 30, 2021 for gold and associated minerals are listed in Exhibits 99.1, 99.3, 99.4, 99.5, 99.6, 99.8, and 99.9.

These mining claims are not known to host quantifiable mineral reserves as defined by SEC Industry Guide 7.

Location of and Access to our Properties

The Peak Gold Joint Venture Property is located in the Tetlin Hills and Mentasta Mountains of eastern interior Alaska, 300 kilometers southeast of the city of Fairbanks and 20 kilometers southeast of Tok, Alaska.

The Manh Choh Joint Venture Property is located in the Tetlin Hills and Mentasta Mountains of eastern interior Alaska, 300 kilometers southeast of the city of Fairbanks and 20 kilometers southeast of Tok, Alaska.

The Tetlin Lease covers an area measuring approximately 80 kilometers north-south by 60 kilometers east-west in eastern Interior Alaska.

The Peak Gold Joint Venture Property is accessible via helicopter and via road.

The project is located 15 kilometers from the Alaskay Hwy and 400 kilometers from the Fort Knox Milling Complex.

The Manh Choh Joint Venture Property is accessible via helicopter and via road.

The 23-mile long Tetlin Village Road is an all-weather gravel road connecting the village with the town of Tok on the Alaska Highway.

The majority of our Peak Gold Joint Venture Property is accessible only via helicopter, although many winter trails exist in the Tetlin Hills and Mentasta Mountains in the northern and southwestern parts of the properties, respectively.

The majority of our Manh Choh Joint Venture Property is accessible only via helicopter, although many winter trails exist in the Tetlin Hills and Mentasta Mountains in the northern and southwestern parts of the properties, respectively.

Winter trails link Tetlin Village to the village of Old Tetlin and continue south to the Tetlin River airstrip, a 1,500 foot long unmaintained gravel strip located in the Tetlin River Valley.

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Both of these roads begin along the Tetlin Village Road and extend to the Chief Danny project and access to both roads is controlled by gates at their junction with the Tetlin Village Road.

The paved Alaska Highway passes near the northern edge of the Peak Gold Joint Venture Property as does the southern terminus of the Taylor Highway where it joins the Alaska Highway at Tetlin Junction.

The paved Alaska Highway passes near the northern edge of the Manh Choh Joint Venture Property as does the southern terminus of the Taylor Highway where it joins the Alaska Highway at Tetlin Junction.

The 23-mile long Tetlin Village Road provides year-round access to the northern Tetlin Hills, linking Tetlin Village to the Alaska Highway.

Buried electrical and fiber-optic communications cables follow this road corridor and link Tetlin Village to the Tok power and communications grid.

The Tok public electric facility is capable of generating up to 2 megawatts of power, and the nearest high capacity public electric facilities to the Peak Gold Joint Venture Property are in Delta Junction, 107 road miles northwest of the Peak Gold Joint Venture Property and Glennallen, 138 road miles southwest of the Peak Gold Joint Venture Property.

The Company does not have any plant or equipment at the Peak Gold Joint Venture Property, and relies on contractors for the Joint Venture Company to perform work.

The Company does not believe the Peak Gold Joint Venture Property was explored for minerals prior to exploration activities of the Company and the Joint Venture Company.

The map below depicts the Peak Gold Joint Venture Property:

Mineral Exploration

The Joint Venture Company controls an estimated 860,000 acres consisting of the Tetlin Lease and State of Alaska mining claims for the exploration of gold and associated minerals.

To date, the Joint Venture Company's gold exploration has concentrated on the Tetlin Lease, with only a limited amount of work performed on the Tok, Eagle, Bush, West Fork, Triple Z, and Noah claims.

The Joint Venture Management initiated a calendar year 2018 exploration program with an approved budget of $10.7 million, of which the Company’s share was approximately $6.1 million.

The 2018 exploration program was completed in October 2018.

The Company contributed $5.4 million to the Joint Venture Company during calendar year 2018.

The budget included an extensive 74 line kilometers of ground geophysics program utilizing both Induced Polarization (“IP”) and Titan EM techniques.

Surveys were carried out on targets within an 8-kilometer radius of Main Peak to identify targets similar to Main and North Peak and two targets in the southeastern part of the Tetlin Lease, Copper Hill and Taixtsalda.

Titan EM surveys were carried out on three targets identified from airborne magnetics surveys as porphyry type signatures.

The program drill tested a number of targets within an 8-kilometer radius of the Main Peak deposit.

In addition to the exploration work, during the 2018 exploration program, the Joint Venture conducted engineering studies along with metallurgical testing to support the completion of a Preliminary Economic Assessment of the Company’s Main Peak and North Peak resource areas near Tok, Alaska.

The Management Committee approved an exploration budget for calendar 2019 of $6.9 million, of which the Company’s share was approximately $4.1 million.

The program was completed in October 2019 below budget.

The Tok public electric facility is capable of generating up to 2 megawatts of power, and the nearest high capacity public electric facilities to the Manh Choh Joint Venture Property are in Delta Junction, 107 road miles northwest of the Manh Choh Joint Venture Property and Glennallen, 138 road miles southwest of the Manh Choh Joint Venture Property.

The Company does not have any plant or equipment at the Manh Choh Joint Venture Property, and relies on contractors for the Joint Venture Company to perform work.

The Company does not believe the Manh Choh Joint Venture Property was explored for minerals prior to exploration activities of the Company and the Joint Venture Company.

The map below depicts the Manh Choh Joint Venture Property and the State Mining Claims owned by the Company:

Gold, Silver, and Copper Exploration

The Company owns 100% of approximately 200,000 acres of State of Alaska mining claims constituting the Contango Property and the Joint Venture Company leases the Manh Choh Joint Venture Property (an estimated 675,000 acres) and approximately 13,000 acres of State of Alaska Mining Claims for the exploration of gold and associated minerals, of which the Company owns 30.0%.

To date, our exploration activity has been undertaken by the Joint Venture Company on the Manh Choh Joint Venture Property, with significantly less exploration work performed by the Company, through its subsidiaries, on the state mining claims of the Contango Property.

The Management Committee decided to release the Bush and West Fork state mining claims in September 2020.

The Shamrock claim area was acquired in March 2021.

The Management Committee of the Joint Venture Company approved an exploration budget for calendar 2019 of $6.9 million, of which the Company’s share was approximately $4.1 million.

The program was completed in October 2019 below the budgeted amount.

The program included ground geophysics utilizing IP and soil samples within the greater Chief Danny area.

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The Company funded a total of $4.1 million to the Joint Venture Company during calendar year 2019, which related to both the 2019 and 2018 exploration programs.

Due to the effects of COVID-19 and for the safety of the Joint Venture Company’s field personnel and the surrounding community, the Management Committee approved a $2.7 million budget for calendar year 2020 that would serve to care for and maintain the Peak Gold Joint Venture Property, and postpone new exploration until conditions permit.

The Company’s share of the budget is approximately $1.6 million, of which $1.0 million had been funded as of June 30, 2020.

The Company’s ability to contribute funds to the Joint Venture Company in proportion to its 60% interest in the Joint Venture Company will depend on its ability to raise capital.

If the Company is unable to fund its contribution to the approved programs and budgets for the Joint Venture Company, its interest in the Joint Venture Company will be diluted.

During the last calendar quarter of 2020 after the consummation of the Kinross Transactions, the Management Committee approved a budget of approximately $5.7 million for drilling and testing, environmental work, engineering studies, and other items.

However, due to weather delays and COVID-19 related delays, the Joint Venture Company spent approximately $3.0 million during the last calendar quarter of 2020.

The additional work that could not be completed in 2020 is included in the calendar 2021 budget.

On December 10, 2020, the Management Committee approved a total budget of $18.0 million for the calendar year 2021 to undertake in-fill drilling, engineering and environmental studies necessary to complete a feasibility-level study, additional exploration, community relations, and to prepare the project for formal permitting.

On June 22, 2021 the Management Committee voted to increase the exploration budget by $0.2 million for interpretation of archive drilling, adopting oriented core and geological consulting.

The Company’s proportionate share of the approved budget is approximately $5.5 million.

As of June 30, 2021, the Company had funded approximately $2.5 million to the Joint Venture Company during calendar year 2021.

In addition, the Company plans to fund an approximately $3.0 million exploration program to explore for additional resources on 100%-owned Triple Z, Hona, and Eagle prospects in 2021, located immediately north and northwest of the Manh Choh project area.

Field work on the Eagle prospect began in July 2021.

From inception to June 30, 2021, the Joint Venture Company has incurred $59.9 million in exploration program expenditures.

As of June 30 , 2020, Royal Gold had funded a total of $37.0 million (including the initial investment of $5.0 million) and earned a 40.0% interest in the Joint Venture Company.

As of June 30, 2021, the Company has contributed approximately $14.3 million in cash to the Joint Venture Company.

After the consummation of the Kinross Transactions, the Company holds a 30.0% membership interest in the Joint Venture Company, with KG Mining holding the other 70.0%.

Kinross is a large gold producer with a diverse global portfolio and extensive operating experience in Alaska.

The Joint Venture Company plans to mine ore from the Peak and North Peak deposits and then transport the ore to the Kinross owned Fort Knox operation located 250 highway miles where the ore will be processed at the existing Fort Knox mining and milling complex.

The use of the Fort Knox mill is expected to accelerate the development of the Manh Choh Joint Venture Property and result in significantly reduced upfront capital development costs, smaller environmental footprint, a shorter permitting and development timeline and less overall execution risk for the Manh Choh Joint Venture Property.

The exploration effort on the Tetlin Lease has resulted in identifying two mineral deposits (Main Peak and North Peak) and several other gold and copper prospects following drilling programs starting in 2011.

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None of the exploration targets are known to host quantifiable commercial mineral reserves and none are near or adjacent to other known significant gold or copper deposits.

There has been no recorded past placer or lode mining on Peak Gold Joint Venture Property, and the Company and the Joint Venture Company are the only entities known to have conducted drilling operations on the Peak Gold Joint Venture Property.

The majority of the Peak Gold Joint Venture Property is hosted within the Yukon-Tanana Terrane (“YTT”), a regionally extensive package of metamorphic rocks.

Rocks of the YTT on the Peak Gold Joint Venture Property consist primarily of more deformed, higher temperature metamorphic rocks on the northern third of the project and less deformed, lower temperature metamorphic rocks to the south.

Country rocks on the Peak Gold Joint Venture Property are intruded by granitic rocks that have not been well mapped.

Large-scale structural features within the Peak Gold Joint Venture Property are closely tied to movements along the Tintina-Kaltag and Denali-Farewell fault systems, two continental-scale faults between which are a series of district and prospect-scale northeast, northwest and east-west structures.

There has been no recorded past placer or lode mining on Manh Choh Joint Venture Property, and the Company and the Joint Venture Company are the only entities known to have conducted drilling operations on the Manh Choh Joint Venture Property.

The majority of the Manh Choh Joint Venture Property is hosted within the Yukon-Tanana Terrane (“YTT”), a regionally extensive package of metamorphic rocks.

Rocks of the YTT on the Manh Choh Joint Venture Property consist primarily of more deformed, higher temperature metamorphic rocks on the northern third of the project and less deformed, lower temperature metamorphic rocks to the south.

Country rocks on the Manh Choh Joint Venture Property are intruded by granitic rocks that have not been well mapped.

Large-scale structural features within the Manh Choh Joint Venture Property are closely tied to movements along the Tintina-Kaltag and Denali-Farewell fault systems, two continental-scale faults between which are a series of district and prospect-scale northeast, northwest and east-west structures.

Limited exposures in the northern half of the property make identification of these structures difficult.

Prospect to hand-sample scale folding has been noted throughout the project area.

Although alpine glaciation has affected elevations above 4,500 feet on the southern edge of the Peak Gold Joint Venture Property, mos t of the Peak Gold Joint Venture Property escaped Pleistocene continental glaciation.

However, due to its proximity to continental glaciers to the north and east, the Peak Gold Joint Venture Property was covered by a variable thickness of wind-blown silt ranging up to 10 meters thick.

Although alpine glaciation has affected elevations above 4,500 feet on the southern edge of the Manh Choh Joint Venture Property, mos t of the Manh Choh Joint Venture Property escaped Pleistocene continental glaciation.

However, due to its proximity to continental glaciers to the north and east, the Manh Choh Joint Venture Property was covered by a variable thickness of wind-blown silt ranging up to 10 meters thick.

This extremely fine-grained, metal-barren silt effectively masks the geochemical signature of underlying bedrock containing gold-copper-silver mineralization.

Following deposition of this silt layer, the Peak Gold Joint Venture Property was subject to an extensive period of surface weathering, which now extends 200-300 feet below surface.

From a regional perspective, the Peak Gold Joint Venture Property is located in the Tintina Gold Belt in rocks that are highly prospective for gold deposits as well as porphyry copper-molybdenum-gold deposits.

Following deposition of this silt layer, the Manh Choh Joint Venture Property was subject to an extensive period of surface weathering, which now extends 200-300 feet below surface.

From a regional perspective, the Manh Choh Joint Venture Property is located in the Tintina Gold Belt in rocks that are highly prospective for gold deposits as well as porphyry copper-molybdenum-gold deposits.

These two genetically different types of mineralization overlap in eastern Interior Alaska and the western Yukon Territory and are host to dozens of known prospects, deposits and active mines.

In addition, rocks on the southern edge of the Peak Gold Joint Venture Property are prospective for nickel-copper-platinum group element deposits.

Prior to its discovery in 2009, the style of mineralization discovered on the Chief Danny prospect on the Peak Gold Joint Venture Property was unknown in Interior Alaska.

In addition, rocks on the southern edge of the Manh Choh Joint Venture Property are prospective for nickel-copper-platinum group element deposits.

Prior to its discovery in 2009, the style of mineralization discovered on the Chief Danny prospect on the Manh Choh Joint Venture Property was unknown in Interior Alaska.

Diamond drilling results from 2011 through 2018 have revealed the presence of a distinctive suite of elements and minerals at the Main Peak, North Peak and Discovery Zones that do not match the typical characteristics of gold deposits of the Tintina Gold Belt but do share several diagnostic characteristics of gold-copper-silver skarn deposits, possibly as part of a larger porphyry copper-molybdenum-gold system.

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The Main Peak and North Peak Zones mineralization most closely resembles the gold-sulfide skarns mined at the Fortitude deposit in the Battle Mountain Mining District of central Nevada.

Hona Prospect Area

The Hona Prospect area is located on Alaska State mining claims approximately 25 kilometers west of the Main Peak deposit.

Contango Property

Triple Z Prospect.

The Triple Z claims were originally staked in 2009 and the claim block expanded in 2011, and again in 2019, with the claim block now covering an area of 14,810 acres immediately adjacent to the Alaska Hwy to the south and west, and the Taylor Hwy to the north and east.

The area was identified as prospective for porphyry copper-gold-silver-molybdenum mineralization based on regional government sponsored stream sediment sampling.

Surface rock (82 samples) and soil samples (115 samples) were collected in 2009.

Follow up auger soil sampling completed between 2009 and 2011 identified a large-scale copper-gold-silver-molybdenum anomaly centered along a low-profile ridge with little to no outcrop.

An airborne magnetic and resistivity survey conducted over the area in 2011 showed a coincident magnetic low and resistivity high (classic porphyry signatures) over the geochemically anomalous area.

A follow up Induced Polarization (“IP”) survey conducted in 2019 across four orthogonal lines and outlined multiple IP anomalies broadly coincident with the soil and mag/resistivity anomalies.

Drilling was completed in 2012 (before the IP survey) with six core holes drilled to depths ranging from 230 meters (755 ft.) to 380 meters (1246 ft.).

Holes 1202 and 1204 encountered several zones of anomalous copper, gold and silver.

The Company has exploration targets that have not yet been drilled because the Company is waiting for a land transfer to be completed between the Bureau of Land Management and the State of Alaska.

The Company has been working with the State and Federal agencies to prioritize this transfer because of the highly prospective drill-ready target.

Once the land transfer is completed, the Company plans to drill this well-defined porphyry copper-gold-silver-molybdenum target, potentially in late 2021.

Eagle Prospect .

The 64,900 acres Eagle claim block was staked in 2012 and 2013 to cover favorable Peak Gold stratigraphy mapped along trend by State Geologists.

The Eagle block is underlain by similar geology as the northern Tetlin Hills and limited reconnaissance stream sediment and pan concentrate samples collected by Federal government agencies in the 1970’s revealed widespread copper and arsenic (an excellent pathfinder element for gold) anomalies within the area now covered by the Eagle claims (note - gold was not analyzed for in the original government sampling).

In 2013 a reconnaissance level stream sediment and pan concentrate sampling program was completed over most of the southern part of the Eagle claim block and identified an area over 10 kilometers along a northwest corridor where every creek draining the northeast slopes of the mountains are strongly anomalous in gold, arsenic and copper.

Further sampling continued along the northwest trend shows additional anomalous creeks up towards the Dome prospect, albeit far fewer streams have been sampled.

Follow up field exploration for this early-stage project began in July 2021.

Field crews have just finished a regional follow up sampling and mapping program and have collected approximately 2000 rock samples from out crops and hand dug trenches on the Eagle and Hona claims blocks.

Assay results should be available in the third calendar quarter of 2021.

Hona Prospect.

The Hona Prospect area is located on Alaska state mining claims approximately 25 kilometers west of the Main Peak deposit and is immediately adjoining the Eagle claim block.

A reconnaissance program was carried out on the Hona claim block in 2017, which consisted of 363 pan concentrate and 364 stream sediment samples.

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Chief Danny Prospect

During the 2021 field season, field crews collected approximately 2000 rock samples on the joint Eagle-Hona claims block.

Results should be available by the end of the third quarter of 2021.

Shamrock Prospect.

In early 2021 , The Company staked the Shamrock prospect in the Richardson Mining District located in central Alaska right along the Alaska Hwy corridor approximately 70 miles from Fairbanks, Alaska.

The property includes a total of 361 Alaska state mining claims covering approximately 52,640 acres and gives the Company a dominant land position in the Richardson district (see the map below).

The property has excellent infrastructure being right along the Alaska Hwy and adjacent to the Trans Alaska Pipeline with several gravel roads and ATV trails providing good access to entire property.

In addition, a high-voltage power line traverses along the southern property boundary.

This electrical grid provides power to the Pogo gold mine operated by Northern Star Resources Limited which produced approximately 175,000 ounce of gold in 2020 and is located approximately 50 miles to the northeast of the Shamrock property.

During the 2021 field season field crews have collected approximately 900 soil and rock samples from the claim block.

Results are expected by the end of the third quarter of 2021.

Placer gold was discovered in the Richardson District on Tenderfoot Creek in 1905 and alluvial mining has continued intermittently until as recently as 2010.

The Richardson District produced over 100,000 ounces of gold since the early 1900s.

The Richardson District is characterized by gentle slopes and broad, alluvium-filled valleys.

The area is unglaciated but largely overlain by windblown loess, generally a few meters in thickness but locally up to 50 meters thick.

The Shamrock prospect is underlain by a series of metamorphic schists and gneisses that make up the Lake George Subterrane of the more broadly distributed Yukon Tanana Terrane across interior Alaska and the Yukon, which is host to a number of large gold deposits.

Peak metamorphism occurred around 110 million years.

Retrograde metamorphism resulted in cooling, gneiss dome formation and a transition from ductile deformation of the metamorphic fabric to brittle deformation, as well as a series of low-angle shears across the region.

Mid- Cretaceous extension resulted in regional uplift and denudation of the metamorphic gneiss domes.

Post-uplift plutonic activity often occurs along the margins of these domes where zones of extreme thinning are common.

Two ages of intrusive activity are noted at 105my and 85my.

Both mid-Cretaceous intrusive rocks are genetically related to lode gold mineralization.

There are three types of gold deposit types that the Company plans to explore for on the Shamrock prospect:

1) Gold in the low angle quartz veins characterized as “Pogo Type” mineralization;

2) Intrusive Related Gold deposits (IRG) associated with igneous intrusions where they intersect deep seated crustal structures (“Fort Knox Type”);

and 3) high level rhyolite intrusive dikes associated clay and silica alteration which occurs in the Democrat and Banner Dikes area of the property.

The property was previous owned by Coeur Mining who inherited the property as a result of acquiring North Empire Resources for their Sterling Gold Project located in Nevada.

The Richardson property (as it was referred to by Coeur Mining) was non-core and the claims were dropped in 2020.

Based on historic work, there are a number of well-defined soil anomalies with limited drilling that remain under-explored.

The map below shows the location of the Shamrock Prospect:

Joint Venture Company

Chief Danny Prospect Area .

The Chief Danny Prospect Area currently is the most advanced exploration target on the Tetlin Lease and is comprised of several distinct mineralized areas:

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The Company has also conducted some environmental base line studies on the areas surrounding the Chief Danny prospect, as well as airborne magnetic and resistivity programs.

From 2009 through June 30, 2020, the Company conducted field-related exploration work at the Chief Danny Prospect, including collecting the following samples:

From 2009 through July 30, 2021, the Company conducted field-related exploration work at the Chief Danny Prospect, including collecting the following samples:

IP/Geophysics

The map below depicts the grade times thickness in the Main Peak, North Peak, and West Peak zones:

During the quarters ended June 30, 2020 and March 31, 2020, the Joint Venture Company spent approximately $0.5 million and $0.6 million, respectively, on program activities and related expenses.

2019 Exploration Program.

During the quarter ended December 31, 2019, the Joint Venture Company spent an estimated $1.6 million on program activities, including metallurgical testing, geochemical data analyses, geophysical surveys landholding fees and other related expenses.

During the quarter ended September 30, 2019 the Joint Venture Company spent an estimated $2.8 million on program activities, including 7.6 line kilometers of IP geophysical surveys and 125 soil auger sampling and 146 rock chip samples within the Chief Danny area.

Exploration drilling consisted of 1,771 meters in four holes, which included three holes for 1,117 meters in the East Peak zone and one hole of 654 meters at the North Saddle zone.

The map below depicts the location of the core holes drilled in the East Peak and North Saddle zones.

Significant Drill Intercepts from the 2019 Program.

Sample intervals are calculated using 0.5 grams per tonne (gpt) lower cut off for gold with no internal waste less than cutoff grade that is greater than 3 meters in thickness.

Intercepts shown are drill intercept lengths.

True width of mineralization is unknown.

The grade cutoff for gold (Au) is 0.5 gpt;

for silver (Ag) is 10 gpt;

and for copper (Cu) is 0.1%.

The following table summarizes the significant drilling results obtained for the complete 2019 Program:

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2019 Exploration Program – continued.

During the quarter ended June 30, 2019, the Joint Venture Company spent an estimated $1.7 million on program activities, including 23.3 line kilometers of IP geophysical surveys and 1,363 soil auger sampling within the Chief Danny area.

Drill targets were assessed and initial drilling to test East Peak and North Saddle started in mid-August.

In addition, seven monitor wells were installed in and around the deposit area to initiate groundwater characterized to support baseline date collection.

During the quarter ended March 31, 2019, the Joint Venture Company spent an estimated $0.3 million on program activities, including metallurgical testing, geochemical data analyses, landholding fees and other related expenses.

2018 Exploration Program - Phase I .

During the quarter ending December 31, 2018, 3.5 line-kilometers of IP surveys, 35.0 line-kilometers of Titan DCIP/MT surveys and 4,427 meters of core drilling were completed.

The Joint Venture Company spent an estimated $4.6 million, during the quarter, on program activities, including drilling, geochemical analyses, landholding fees and other related expenses.

Exploration drilling consisted of 2,177 meters in six holes in the North Saddle Area, 1,403 meters in six holes in Copper Hill, 207 meters in two holes in 2 O’clock, 261 meters in one hole in 8 O’clock, 180 meters in one hole in Main Peak and 200 meters in one northeast of North Peak.

In the 2018 field season, 6,189 meters of drilling in 28 holes were completed.

Metallurgical testing of 19 composite samples from the Main Peak deposit were completed and showed good metallurgical response to direct cyanidation.

The Main Peak testing along with previously completed metallurgical testing on North Peak were used as the basis for the Preliminary Economic Assessment completed in September 2018.

The map below depicts the location of the core holes drilled in the 8 O’clock, 2 O’clock, Main Peak and North Saddle zones:

Significant Drill Intercepts from the 2018 Phase I Program.

Sample intervals are calculated using 0.5 grams per tonne (gpt) lower cut off for gold with no internal waste less than cutoff grade that is greater than 3 meters in thickness.

Intercepts shown are drill intercept lengths.

True width of mineralization is unknown.

The grade cutoff for gold (Au) is 0.5 gpt;

for silver (Ag) is 10 gpt;

and for copper (Cu) is 0.1%.

The following table summarizes the significant drilling results obtained for the complete Phase I of the 2018 Program:

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Eight O’clock

2018 Exploration Program - Phase I (continued) .

During the quarter ending June 30, 2018, 30.6 line-kilometers of IP surveys, 10.6 line-kilometers of Titan DCIP/MT surveys and 1,762 meters of core drilling were completed.

The Joint Venture Company spent an estimated $4.0 million on program activities during the quarter, including drilling, geochemical analyses, landholding fees and other related expenses.

Exploration drilling consisted of 1,518 meters in ten holes in the 2 O’clock area and 244 meters in two holes in the 8 O’clock area.

To date, the Joint Venture Company has also completed 1,370 meters of core drilling at Copper Hill, and has drilled the North Saddle Zone for porphyry prospects.

Nineteen composite samples from the Main Peak orebody and nineteen composite samples from the North Peak orebody were the subject of ongoing metallurgical testing in support of the Preliminary Economic Evaluation completed in September.

Test results support the economic processing of Main and North Peak materials in a conventional gold processing plant using traditional mining methods.

The map below depicts the location of the core holes drilled in the 8 O’clock, 2 O’clock, and North Saddle zones during the 2018 Phase I Program:

The map below depicts the location of the core holes drilled in the Copper Hill zone during the 2018 Phase I Program:

Significant Drill Intercepts from the 2018 Phase I Program.

Sample intervals are calculated using 0.5 grams per tonne (gpt) lower cut off for gold with no internal waste less than cutoff grade that is greater than 3 meters in thickness.

Intercepts shown are drill intercept lengths.

True width of mineralization is unknown.

The grade cutoff for gold (Au) is 0.5 gpt;

for silver (Ag) is 10 gpt;

and for copper (Cu) is 0.1%.

For the 2018 exploration program, no significant intervals were encountered in the drilling.

The image below includes the Manh Choh project and surrounding targets:

The image below shows the approximate location of in-fill, geotechnical, hydrological and metallurgical drill holes during the $18 million 2021 Peak Gold, LLC program.

The objective of the program is to advance the feasibility study and permitting for the Peak and North Peak deposits.

2021 Drilling Program.

Through June 30, 2021, the Joint Venture Company has spent approximately $9.2 million on drilling, environmental and permitting work, engineering studies, community relations, and other related work.

The Joint Venture Company's 2021 drilling program began in late February 2021.

Since drilling commenced, the Joint Venture Company has completed the geotechnical drilling that it began in the last quarter of 2020.

The geotechnical information collected will be incorporated into the overall pit design and mine plan.

The Joint Venture Company also completed 32,207 core ft.

of in-fill drilling, condemnation drilling, exploration, and drilling of a monitoring well.

2020 Drilling Program.

During the quarter ended December 31, 2020, the Joint Venture Company spent approximately $3.0 million on drilling, metallurgical testing, environmental and permitting work, engineering studies, and other related work.

The Joint Venture Company commenced drilling on November 22, 2020 and continued through December 19, 2020.

The Joint Venture Company completed 10 core holes for metallurgical testing with a total drill length of approximately 2,800 ft.

Three geotechnical holes were completed with total drill length of approximately 1,800 ft.

The map below shows the location of the 2020 and 2021 drilling program:

Geochemical Analysis and Security

All samples submitted for the 2016 and Phase I 2017 programs were prepared for assay by ALS Minerals at their facilities in Fairbanks, Alaska and analyzed at their Vancouver, British Columbia and Reno, Nevada facilities.

Analytical work consisted of gold by fire assay with atomic absorption finish plus multi-element inductively coupled plasma atomic emission spectrography (ICP-AES) analyses using 4-acid digestion.

All samples collected in 2016 and Phase I 2017 were cataloged in the field and shipped via ground transport directly to ALS Minerals’ preparation facility in Fairbanks by an Avalon contractor.

The Company believes the parties working on sampling of the Peak Gold Joint Venture Property followed industry accepted procedures for sample preparation, analysis and security.

All samples from the Phase II and III 2017 program, Phase I 2018 program, and the 2019 program were prepared for assay by Bureau Veritas Minerals at their facilities in Fairbanks, Alaska and analyzed at their Vancouver, British Columbia and Reno, Nevada facilities.

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All samples collected in the Phase II and III 2017, Phase I 2018, and the 2019 program were cataloged in the field and shipped via ground transport directly to Bureau Veritas Minerals’ preparation facility in Fairbanks by an Avalon contractor.

The Company believes the parties working on sampling of the Peak Gold Joint Venture Property followed industry accepted procedures for sample preparation, analysis and security.

The Company believes the parties working on sampling of the Manh Choh Joint Venture Property followed industry accepted procedures for sample preparation, analysis and security.

All samples from the 2020 and 2021 programs were prepared and analyzed by ALS Minerals.

Receipt and sample preparation was performed at their facilities in Fairbanks, Alaska, and Whitehorse, Yukon.

A third-party expeditor was contracted to move the samples from Tok to the ALS Minerals sample preparation facilities, in Fairbanks, Alaska and Whitehorse, Yukon.

Pulps samples were analyzed at both the Reno, Nevada, and Vancouver, British Columbia laboratories.

Analytical work consisted of;

gold by fire assay, with an atomic absorption (AA) finish, gold by fire assay with gravimetric finish, for all assays greater than 5 ppm Au, multi-element determination for 34 elements by 4-acid digest and inductively coupled plasma-atomic emission spectroscopy (ICP-AES).

A subset of samples were selected for carbonate determination, by perchloric acid and coulometric titration.

Samples were collected at the leased warehouse in Tok, Alaska.

Sampling, Analysis and Security

During the 2016 programs, Avalon personnel inserted 1,986 blanks, standards and replicates into the flow of soil, rock, and drill core samples prior to shipment to the analytical labs.

For the 2017 programs, through June 30, 2017 , Avalon inserted 1,103 blanks, standards and replicates into the flow of soil, rock, and drill core samples prior to shipment to the analytical labs.

Blanks consisted of Browns Hill Quarry basalt.

Twenty-five different commercial standards provided by Analytical Solutions were used during 2016.

Values in these standards ranged from 0.012 ppm to 7.15 ppm gold.

Four different commercial standards provided by Rock Labs were used during 2016.

Values in these standards ranged from 0.077 ppm to 1.802 ppm gold.

The quality assurance/quality control procedure was completed on-site at the Avalon warehouse in Tok, Alaska.

During 2017 programs, Avalon inserted 1,973 blanks, standards, duplicates and replicates into the flow of soil, rock, pan concentrate, stream sediment and drill core samples prior to shipment to the analytical labs.

Blanks consisted of Browns Hill Quarry basalt.

Twenty two different commercial standards provided by Analytical Solutions were used during 2017.

Values in these standards ranged from 0.012 ppm to 14.18 ppm gold.

Three different commercial standards provided by Rock Labs were used during 2017.

Values in these standards ranged from 0.077 ppm to 1.802 ppm gold.

The quality assurance/quality control procedure was completed on-site at the Avalon warehouse in Tok, Alaska.

During 2018, Avalon inserted 93 blanks, 310 standards, 81 duplicates and 81 replicates into the flow of rock, soil, pan concentrate, stream sediment and drill core samples prior to shipment to the analytical labs.

Blanks consisted of Browns Hill Quarry basalt.

Eighteen different commercial standards provided by Analytical Solutions and Rocklabs were used during 2018.

Values in these standards ranged from 0.077 ppm to 6.66 ppm gold.

The quality assurance/quality control procedure was completed on-site at the Avalon warehouse in Tok, Alaska.

During 2019, Avalon inserted 88 blanks, 397 standards, 54 duplicates and 54 replicates into the flow of rock, soil, RC and drill core samples prior to shipment to the analytical labs.

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The quality assurance/quality control procedure was completed on-site at the Avalon warehouse in Tok, Alaska.

Rare Earth Elements

While the Company previously acquired state of Alaska and federal unpatented mining claims for the exploration of rare earth elements, it has abandoned its rare earth element claims to devote more time and resources to gold exploration.

During 2020 and 2021, prior to shipping, reverse circulation and drill core samples staff inserted blanks and standards at a rate of 5% and collected field duplicates at a rate of 3% of total sample volume.

ALS Minerals collected and analyzed 0.5% of samples as crush duplicates and 2% of samples as pulp duplicates, per the sample preparation procedures.

Blank material was sourced of Brown’s Hill Quarry Basalt.

Certified reference material (CRM) for gold were sourced from OREAS, as prepackaged 60 g satchets.

For the 23 different CRM materials used, the gold concentration, ranged from 0.016 ppm to 7.66 ppm Au.

The quality assurance/quality control procedure was completed by Kinross staff.

Acquisition of Other Properties

The Joint Venture Company anticipates from time to time acquiring additional properties in Alaska for exploration, subject to the availability of funds.

The Company and the Joint Venture Company anticipates from time to time acquiring additional properties in Alaska for exploration, subject to the availability of funds.

The acquisitions may include leases or similar rights from Alaska Native corporations or may include filing Federal or State of Alaska mining claims by staking claims for exploration.

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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-K

Item 2. Properties