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Item 9A. Controls and Procedures

2026-03-23 compared with 2025-03-31 · 39 added, 29 removed, 293 unchanged (19% of the section changed)

1 unchanged sentence

Disclosure of Controls and Procedures

At the end of the period covered by this Annual Report on Form 10-K, the Company’s President who also serves as our Chief Accounting Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”).

At the end of the period covered by this Annual Report on Form 10-K, the Company’s President, who serves as Chief Executive Officer, and the Company’s Vice President, who serves as Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”).

Based upon that evaluation, it was concluded that the Company’s disclosure controls were effective as of the end of the period covered by this report, to ensure that:

(i) information required to be disclosed by the Company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within required time periods specified by the SEC rules and forms, and (ii) material information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s President and Chief Accounting Officer, as appropriate, to allow for accurate and timely decision regarding required disclosure.

(i) information required to be disclosed by the Company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within required time periods specified by the SEC rules and forms, and (ii) material information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s President and Vice President, as appropriate, to allow for accurate and timely decision regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

9 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INPECTIONS

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

52 unchanged sentences

Kevin Shiell has more than 30 years of operating and management experience in the mining and mineral processing industries.

Shiell has held executive leadership positions at several public and private mining companies, including General Manager and Vice President of Mine Operations at Stillwater Mining Company, Chief Operating Officer at MGM Gold, various mine supervisory positions at Hecla Mining Company (“Hecla”), and President and Director at Gold Road Mining Corporation.

Shiell has held executive leadership positions at several public and private mining companies, including General Manager and Vice President of Mine Operations at Stillwater Mining Company, Chief Operating Officer at MGM Gold, various mine supervisory positions at Hecla Mining Company (“Hecla”), President and Director at Gold Road Mining Corporation, and VP of Operations-Idaho for Americas Gold and Silver.

Currently Mr.

Shiell is VP of Operations-Idaho for Americas Gold and Silver, and serves as an Independent Director at Idaho Strategic Resources, Inc.

Shiell is Mine Operations Manager at I-80 Gold Corp’s Ruby Hill Complex, and serves as an Independent Director at Idaho Strategic Resources, Inc.

Richard Beaven joined the Idaho Strategic Board on January 12, 2022.

47 unchanged sentences

It also addresses the prohibition of hedging transactions, short sales, and margin accounts, and includes procedures related to trading windows and the use of Rule 10b5-1 trading plans.

In the last fiscal quarter of 2024, no director or officer of the Company adopted or terminated any contract, instruction, written plan, or Rule 10b5-1 trading arrangement for the purchase or sale of the Company’s securities.

In the fiscal year ended December 31, 2025, no director or officer of the Company adopted or terminated any contract, instruction, written plan, or Rule 10b5-1 trading arrangement for the purchase or sale of the Company’s securities.

A copy of the Company’s Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K, pursuant to Item 601(b)(19) of Regulation S-K.

21 unchanged sentences

Outstanding Equity Awards at Fiscal Year-end

As of December 31, 2024, 27,000 Stock Options were vested and outstanding to directors Grant Brackebusch, John Swallow, Kevin Shiell, Richard Beaven, and Carolyn Turner.

As of December 31, 2025, 38,000 stock options were vested and outstanding, and 38,000 stock options were unvested and outstanding to directors Grant Brackebusch, John Swallow, Kevin Shiell, Richard Beaven, and Carolyn Turner.

Outstanding Equity Awards at Fiscal Year-end Table

5 unchanged sentences

Number of Securities Underlying Unexercised Unearned Options

Option Exercise

Option Expiration

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

9 unchanged sentences

Carolyn Turner, Director

Options were granted on September 6, 2022 and 100% vested on the grant date

Options were granted on September 28, 2022 and 100% vested on the grant date

Options were granted on January 15, 2025 and 50% vested on 6/30/25 and 50% vested on 12/31/25

Options were granted on January 15, 2025 and 50% vest on 6/30/26 and 50% vest on 12/31/26

Director Compensation

13 unchanged sentences

The company maintains a Policy for the Recovery of Erroneously Awarded Compensation (“Clawback Policy”) applicable to executive compensation in the event of misconduct on the part of executive officer, including any such misconduct that results in a restatement of its financial statements.

The Clawback Policy is filed with the SEC as an exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 2024.

The Clawback Policy is filed as Exhibit 97.1 to this Form 10-K.

There has been no required recovery of erroneously awarded compensation pursuant to the Clawback Policy to date.

5 unchanged sentences

and (iv) all Directors and the Named Executive Officers of the Company as a group.

Except as noted below, each holder has sole voting and investment power with respect to the shares of the Company Common Stock listed as owned by that person.

Except as noted below, each holder has sole voting and investment power with respect to the shares of the Company common stock listed as owned by that person or entity.

Security Ownership of Certain Beneficial Owners

3 unchanged sentences

Percent of Class (1)

Coeur d’Alene, ID 83814

BlackRock, Inc.

50 Hudson Yards

New York, NY 10001

1,048,456 (a)

State Street Corporation

One Congress St, Suite 1

Boston, MA 02114

The Vanguard Group

100 Vanguard Blvd

Malvern, PA 19355

Security Ownership of Management

4 unchanged sentences

Coeur d’Alene, ID 83814

1,183,248 (a)

Grant Brackebusch

10 unchanged sentences

All Directors and Executive Officers as a group (7 individuals)

Based upon 13,665,058 outstanding shares of common stock and 77,000 vested options at March 1, 2025.

Consists of 1,180,248 shares of common stock and presently exercisable options to purchase 3,000 shares of common stock.

Consists of 133,232 shares of common stock and presently exercisable options to purchase 3,000 shares of common stock.

Consists of 55,653 shares of common stock and presently exercisable options to purchase 10,500 shares of common stock.

Consists of 4,000 shares of common stock and presently exercisable options to purchase 10,500 shares of common stock.

Consists of 980 shares of common stock.

Consists of 37,939 shares of common stock and presently exercisable options to purchase 3,000 shares of common stock.

Consists of 35,416 shares of common stock.

(1) Based upon 15,806,301 outstanding shares of common stock, vested options to purchase 50,500 shares of common stock, and unvested options to purchase 200,000 shares of common stock at March 1, 2026.

From the Schedule 13G/A filed on 1/21/26 by the beneficial owner.

From the Schedule 13G filed on 2/9/26 by the beneficial owner.

From the Schedule 13G filed on 10/30/25 by the beneficial owner.

Consists of 654,590 shares of common stock and vested options to purchase 11,500 shares of common stock.

Consists of 117,552 shares of common stock and vested options to purchase 11,500 shares of common stock.

Consists of 49,016 shares of common stock, vested options to purchase 5,000 shares of common stock and unvested options to purchase 5,000 shares of common stock.

Consists of 11,183 shares of common stock, vested options to purchase 5,000 shares of common stock and unvested options to purchase 5,000 shares of common stock.

Consists of 980 shares of common stock, vested options to purchase 5,000 shares of common stock and unvested options to purchase 5,000 shares of common stock.

Consists of 33,796 shares of common stock, vested options to purchase 6,500 shares of common stock and unvested options to purchase 6,500 shares of common stock.

Consists of 8,893 shares of common stock and vested options to purchase 6,500 shares of common stock.

None of the Directors or Officers has the right to acquire any additional securities pursuant to options, warrants, conversion privileges or other rights.

2 unchanged sentences

In April 2014, the Company established a stock option plan to authorize the granting of stock options to officers and employees.

As of December 31, 2023, there are no longer any shares available to grant under this plan.

There are no longer any shares available to grant under this plan.

In May 2023, a new equity incentive plan was voted on and approved by shareholders to authorize the granting of stock options (or similar equity awards) to officers and employees.

3 unchanged sentences

Certain Relationships and Related Transactions

None, other than the short-term lease arrangements described in Note 12 to the Consolidated Financial Statements.

Director Independence

28 unchanged sentences

Consent, Waiver and Assumption of Venture Agreement by Crescent dated February 14, 2014, filed as Exhibit 10.10 to the Company’s Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2015 and incorporated herein by reference.

Registrant’s Grant of Options to Directors and Officers dated December 30, 2016, incorporated herein by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on January 4, 2017.

Registrant’s Grant of Options to Employees and Directors of the Company dated September 6, 2022, incorporated herein by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on September 6, 2022.

Registrant’s Amendment of Options dated October 12, 2023, incorporated herein by reference to the Company’s 8-K as filed with the Securities and Exchange Commission on October 13, 2023 .

Registrant’s 2023 Equity Compensation Plan approved by shareholders on June 12, 2023, included as Appendix B to the Company’s Schedule 14A, as filed with the Securities and Exchange Commission on May 15, 2023 and incorporated herein by reference.

Purchase and Sale Agreement dated January 16th, 2024, Promissory Note, Mortgage, and Termination of Royalty Deed and Warranty Deed, dated February 7th, 2024, by and among the Registrant and Bell Run Properties, L.L.C., filed as Exhibit 10.1 to the Company’s Form 10-Q as filed with the Securities and Exchange Commission on May 6, 2024, and incorporated herein by reference.

Registrant’s Grant of Options to Employees and Directors of the Company dated January 15, 2025, incorporated herein by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on January 17, 2025.

Sales Agreement, dated September 29, 2025, by and between the Company and Roth Capital Partners, LLC, incorporated by reference to the Company’s 8-K as filed with the Securities and Exchange Commission on October 2, 2025 .

Sales Agreement, dated October 15, 2025, by and between the Company and Roth Capital Partners, LLC, incorporated by reference to the Company’s S-3ASR as filed with the Securities and Exchange Commission on October 16, 2025 .

Code of Ethical Conduct, filed as Exhibit 14 to the Company’s Form 10, as filed with the Securities and Exchange Commission on February 25, 2014 and incorporated herein by reference.

Insider trading policy

Subsidiaries of the Registrant, filed as Exhibit 21 to the Company’s Form 10-K, as filed with the Securities and Exchange Commission on February 26, 2018 and incorporated herein by reference.

Subsidiaries of the Registrant

Consent of Assure CPA, LLC.

45 unchanged sentences

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 9A. Controls and Procedures