What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-11 compared with 2025-03-12 · 37 added, 40 removed, 93 unchanged (45% of the section changed)

2 unchanged sentences

ITH is a company engaged in the acquisition and development of mineral properties.

The Company currently holds or has the right to acquire interests in a development stage project in Alaska referred to as the “Livengood Gold Project” or the “Project”.

The Company currently holds a 100% interest in a development stage project in Alaska referred to as the “Livengood Gold Project” or the “Project”.

The Company has not yet begun extraction of mineralization from the deposit or reached commercial production.

The Company has a 100% interest in the Livengood Gold Project, which as of December 31, 2024, has proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce and a measured and indicated mineral resource, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces), based on a gold price of $1,650 per ounce, both as reported in the Technical Report Summary (the “TRS”) attached as Exhibit 96.1 to the 2022 Annual Report on Form 10-K/A filed with the SEC on October 17, 2023.

As of December 31, 2025, the Livengood Gold Project has (i) proven and probable reserves of 430.1 million tonnes at an average grade of 0.65 g/tonne (9.0 million ounces) based on a gold price of $1,680 per ounce and (ii) a measured and indicated mineral resource, exclusive of mineral reserves, of 274.51 million tonnes at an average grade of 0.52 g/tonne (4.62 million ounces), based on a gold price of $1,650 per ounce, in each case as reported in the Technical Report Summary (the “TRS”) attached as Exhibit 96.1 to the 2022 Annual Report on Form 10-K/A filed with the SEC on October 17, 2023.

A more complete description of the Livengood Gold Project, including detailed presentation of resources and reserves, is set forth in Part I, Item 2.

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The Company has determined that the mineral resource estimate of August 20, 2021 remains current as of December 31, 2025.

On March 4, 2025, the Company announced that it had completed a non-brokered private placement (the “Private Placement”) pursuant to which it issued common shares to existing major shareholders to raise gross proceeds of approximately $3.9 million.

The Private Placement consisted of 8,192,031 common shares of the Company, representing approximately 4.1% of the 199.7 million common shares issued and outstanding prior to the completion of the Private Placement, at a price of $0.4801 per common share, the closing price of the Company’s common shares on the NYSE American on February 25, 2025.

The Private Placement was taken up by current institutional shareholders of the Company, Paulson & Co.

Inc., Electrum Strategic Opportunities Fund II L.P., and Kopernik Global Investors, LLC itself and affiliates.

The Company intends to use the net proceeds of the Private Placement for working capital and general administrative purposes, including advancing antimony metallurgical studies.

On March 12, 2025, the Company announced that the Board had approved a 2025 budget of $3.7 million and endorsed the associated 2025 work program to advance the Livengood Gold Project.

The 2025 work program will begin metallurgical studies to evaluate whether antimony might be recoverable from the massive stibnite veins contained within the deposit, as well as conducting community engagement and advancing the baseline environmental data collection in critical areas of hydrology and waste rock geochemical characterization needed to support future permitting.

The Company remains open to a strategic alliance to help support the future development of the Project while considering all other appropriate financing options.

The size of the gold resource, the Project’s favorable location, and the Company’s proven team are some of the reasons the Company could potentially attract a strategic partner with a long-term development horizon who understands the Project is highly leveraged to gold prices.

2026 Highlights and Outlook

On January 27, 2026, the Company completed a public offering of 33,672,000 common shares, at an issue price to the public of $2.22 per share, for aggregate gross proceeds, before deducting underwriting discounts and offering expenses, of approximately $74.8 million.

Concurrent with the public offering, the Company completed a private placement of 19,520,000 common shares to affiliates of Paulson & Co.

(“Paulson”), at the same issue price, for aggregate proceeds of approximately $43.3 million.

The private placement was completed in two tranches, with 18,018,018 issued to Paulson on January 27, 2026 and an additional 1,501,982 common shares issued to Paulson on January 29, 2026 to reflect an upsizing in the size of the $60 million public offering initially announced by the Company on January 22, 2026.

The Company expects to use the net proceeds of the public offering and private placement to fund the exploration and development of the Livengood Gold Project, including drilling, metallurgical studies, feasibility studies, technical studies, baseline environmental studies, detailed engineering in support of permitting, permitting, legal support, community engagement, mineral lease and land payments, acquisitions, and general corporate purposes.

For 2026, the Company plans to advance metallurgical studies evaluating whether antimony might be recoverable from the massive stibnite veins contained within the deposit, select and engage the technical team to begin the feasibility study, conduct drilling to obtain fresh core for metallurgical test work in support of the feasibility study, as well as conducting community engagement and advancing the baseline environmental data collection in support of the feasibility study and future permitting.

Results of Operations

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The $84,084 increase in share-based payment charges during the year was mainly the result of equity compensation issued or granted to certain contractors of the Company during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The Company granted 441,490 deferred share units (“DSUs”) at an issue price of C$0.94 per DSU, 240,000 incentive stock options at an issue price of C$0.94 per option, and 2,500,000 incentive stock options at an issue price of C$0.64 per option during the year ended December 31, 2024 compared to 526,984 DSUs at an issue price of C$0.63 per DSU, 145,614 DSUs at an issue price of C$0.92 per DSU, and 240,000 incentive stock options at an issue price of C$0.63 per option during the year ended December 31, 2023.

The Company granted 332,000 deferred share units (“DSUs”) at an issue price of C$1.25 per DSU and 240,000 incentive stock options at an issue price of C$1.25 per option during the year ended December 31, 2025 compared to 441,490 DSUs at an issue price of C$0.94 per DSU, 240,000 incentive stock options at an issue price of C$0.94 per option, and 2,500,000 incentive stock options at an issue price of C$0.64 per option during the year ended December 31, 2024.

All DSUs granted in each of these years were fully vested upon issuance.

All options granted on May 23, 2023 and May 29, 2024 vest one-third on the grant date, one-third on the first anniversary, and one-third on the second anniversary.

Of the 2,500,000 options granted on December 2, 2024, 1,000,000 options vest immediately on the grant date.

The remaining 1,500,000 shall vest 500,000 on June 2, 2025 and 1,000,000 between December 2, 2025 and December 2, 2026, if certain market conditions are met.

At December 31, 2024, there was $384,387 of unrecognized compensation expense related to non-vested options outstanding.

All options granted on June 4, 2025 and May 29, 2024 vest one-third on the grant date, one-third on the first anniversary, and one-third on the second anniversary.

Of the 2,500,000 options granted on December 2, 2024, 1,000,000 options vested immediately on the grant date, 500,000 were cancelled on June 2, 2025 when certain market conditions were not met, and the remaining 1,000,000 vested on December 2, 2025, when certain market conditions were met.

At December 31, 2025, there was C$88,963 of unrecognized compensation expense related to unvested options outstanding.

Share-based payment charges were allocated as follows:

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Wages and benefits

Excluding share-based payment charges of $519,249 and $329,515 for the years ended December 31, 2024 and 2023, respectively, consulting fees decreased to $232,896 for the year ended December 31, 2024 from $232,983 for the year ended December 31, 2023.

The decrease of $87 is primarily due to slightly reduced services.

Mineral property expenditures were $1,596,798 and $1,211,751 for the years ended December 31, 2025 and 2024, respectively.

The increase of $385,047 is primarily due to increased project-related legal costs for an increase of $115,445, metallurgical study costs for an increase of $111,871, higher advance minimum royalty payment for an increase of $80,455, and increased field supplies and services for an increase of $77,276.

Excluding share-based payment charges of $574,499 and $519,249 for the years ended December 31, 2025 and 2024, respectively, consulting fees increased to $382,212 for the year ended December 31, 2025 from $232,896 for the year ended December 31, 2024.

The increase of $149,316 is primarily due to increased services.

Professional services were $374,099 and $241,059 for the years ended December 31, 2025 and 2024, respectively.

The increase of $133,040 is primarily due to increased corporate legal costs of $136,363 partially offset by lower accounting services for a decrease of $3,323.

Excluding share-based payment charges of $115,057 and $88,145 for the years ended December 31, 2025 and 2024, respectively, wages and benefits increased to $881,515 for the year ended December 31, 2025 from $869,664 for the year ended December 31, 2024.

The increase of $128,135 is primarily due to prior year-end payroll accrual reversals of $30,963 in the year ended December 31, 2024 compared to $113,314 in the year ended December 31, 2023 for an increase of $82,351, higher payroll-related benefits $26,777, higher labor costs $14,437, and slightly higher year-end payroll accruals of $5,763.

Excluding share-based payment charges of $6,296 and $5,711 for the years ended December 31, 2024 and 2023, respectively, investor relations increased to $53,179 for the year ended December 31, 2024 from $45,809 for the year ended December 31, 2023.

The increase of $7,370 is primarily due to increased participation in investor relations conferences.

Office and miscellaneous costs were $27,682 for the year ended December 31, 2024 compared to $31,899 for the year ended December 31, 2023.

The decrease of $4,217 is primarily due to decreased office supply consumption.

The increase of $11,851 is primarily due to higher labor and labor-related benefits $6,128 and higher year-end payroll and vacation accruals of $5,723.

Travel costs were $42,193 for the year ended December 31, 2025 compared to $33,516 for the year ended December 31, 2024.

The decrease of $12,409 is primarily due to decreased travel requirements.

Professional fees were $241,059 for the year ended December 31, 2024 compared to $267,056 for the year ended December 31, 2023.

The decrease of $25,997 is primarily due to decreased legal fees of $35,678 partially offset by increased audit and tax services due to timing of $7,653, increased XBRL costs of $1,424, and increased general accounting costs of $604.

The increase of $8,677 is primarily due to increased travel requirements.

Insurance costs were $162,275 for the year ended December 31, 2025 compared to $204,677 for the year ended December 31, 2024.

The decrease of $42,402 is primarily due to premium savings as a result of an agent change.

Excluding share-based payments, all other operating expense categories reflected only moderate changes period over period.

Other items amounted to other income of $190,322 during the year ended December 31, 2024 compared to other income of $88,532 during the year ended December 31, 2023.

The Company had a foreign exchange gain of $106,386 during the year ended December 31, 2024 compared to a foreign exchange loss of $30,754 during the year ended December 31, 2023 as a result of the impact of exchange rates on certain of the Company’s U.S.

Other items amounted to other loss of $109,584 during the year ended December 31, 2025 compared to other income of $190,322 during the year ended December 31, 2024.

The Company had a foreign exchange loss of $183,339 during the year ended December 31, 2025 compared to a foreign exchange gain of $106,386 during the year ended December 31, 2024 as a result of the impact of exchange rates on certain of the Company’s U.S.

dollar cash balances.

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As at December 31, 2025, the Company reported cash and cash equivalents of $1,353,333 compared to $992,487 at December 31, 2024.

The decrease of approximately $0.7 million resulted mainly from net financing activities of $2.3 million partially offset by operating activities of $2.9 million and a negative foreign exchange impact of $0.1 million during the year ended December 31, 2024.

Our anticipated expenditures for year 2025 are approximately $3.7 million, including $690,457 for mineral property leases and $214,790 for mining claim government fees.

The increase of approximately $0.4 million resulted mainly from net financing activities of $3.8 million partially offset by operating activities of $3.2 million and a negative foreign exchange impact of $0.2 million during the year ended December 31, 2025.

Subsequent to December 31, 2025, in January 2026 the Company received approximately $118.1 million of gross proceeds from an equity financing.

Over the next several years, the Company intends to use the net proceeds to fund the exploration and development of the Livengood Gold Project, including drilling, metallurgical studies, feasibility studies, technical studies, baseline environmental studies, detailed engineering in support of permitting, permitting, legal support, community engagement, mineral lease and land payments, acquisitions and general corporate purposes, allocated approximately $50 million for feasibility and technical studies, $35 million for permitting and community engagement, and the remainder for corporate G&A and general corporate purposes.

Due to the recent completion of the financing, the 2026 budget has not yet been finalized by management and approved by the Board, but anticipated 2026 expenditures will include $702,865 for mineral property leases and $214,790 for mining claim government fees.

Total commitments for years 2026 through 2031 for mineral property leases and mining claim government fees are $4,335,942 and $1,288,740, respectively.

Based on cash and cash equivalents on hand of $992,487 as of December 31, 2024 and approximately $3.7 million of net proceeds from the Private Placement, as at March 11, 2025, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.

Financing activities during the year ended December 31, 2024 included the Private Placement, pursuant to which the Company issued 3,807,911 common shares to existing major shareholders to raise gross proceeds of approximately $2.5 million.

The Company had no cash flows from financing activities during the year ended December 31, 2023.

Based on cash and cash equivalents on hand of $1,353,333 as of December 31, 2025 and approximately $118.1 million of gross proceeds from the equity financing in January 2026, as at March 10, 2026, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.

Financing activities during the year ended December 31, 2025 consisted of a private placement pursuant to which the Company issued 8,192,031 common shares to existing major shareholders to raise gross proceeds of approximately $3.9 million.

Financing activities during the year ended December 31, 2024 consisted of a private placement, pursuant to which the Company issued 3,807,911 common shares to existing major shareholders to raise gross proceeds of approximately $2.5 million.

The Company had no cash flows from investing activities during the years ended December 31, 2025 and December 31, 2024.

As at December 31, 2025, the Company had working capital of $1,015,182 compared to working capital of $959,703 at December 31, 2024.

The Company expects that it will operate at a loss for the foreseeable future but believes its current cash and cash equivalents will be sufficient for it to complete its anticipated 2025 work plan.

The Company will require significant additional financing to continue its operations beyond the 2025 fiscal year (including general and administrative expenses) in connection with advancing activities at the Livengood Gold Project and the development of any mine that may be built at the Livengood Gold Project, and there is no assurance that the Company will be able to obtain the additional financing required on acceptable terms, if at all.

In addition, any significant delays in the issuance of required permits for the ongoing work at the Livengood Gold Project, or unexpected results in connection with the ongoing work, could result in the Company being required to raise additional funds to advance permitting efforts.

The Company’s review of its financing options includes considering a future strategic alliance to assist in further development, permitting and future construction costs, although there can be no assurance that any such strategic alliance will, in fact, be pursued or realized.

Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets.

The Company expects that it will operate at a loss for the foreseeable future but believes its current cash and cash equivalents will be sufficient for it to complete its anticipated 2026 work plan and satisfy its currently anticipated general and administrative costs, through the 2026 fiscal year.

There is no assurance that the Company will be able to obtain the additional financing required to further advance the Project on acceptable terms, if at all.

In addition, any significant delays in the issuance of required permits for the ongoing work or the development of the Livengood Gold Project, or unexpected results in connection with the ongoing work or the development of the Livengood Gold Project, could result in the Company being required to raise additional funds to advance the Project.

See “Risk Factors – We will require additional financing to fund exploration and, if warranted, development and production.

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Specific plans related to the use of proceeds will be devised once financing has been completed and management knows what funds will be available for these purposes.

Due to this uncertainty, if the Company is unable to secure additional financing, it may be required to reduce all discretionary activities at the Project to preserve its working capital to fund anticipated non-discretionary expenditures beyond the 2025 fiscal year.

Other than cash held by its subsidiaries for their immediate operating needs in the United States, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank.

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At the reporting period end, price of gold is compared to the prior year-end gold price.

The price of gold on December 31, 2024 was $2,611, or $548 and 27% higher than the price of $2,063 at December 31, 2023.

The price of gold on December 31, 2025 was $4,308, which is $1,697 and 65% higher than the price of $2,611 at December 31, 2024.

The Livengood Gold Project is a long-term project that will take time to develop and eventually monetize making the use of a longer-term gold price assumption in the TRS more appropriate compared to recent spot prices for gold.

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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 7. Management’s Discussion and Analysis