Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Directors of
International Tower Hill Mines Ltd.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of International Tower Hill Mines Ltd. (the “Company”), as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the years ended December 31, 2025, and 2024 and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025, and 2024 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
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Assessment of Impairment Indicators of Mineral Property
As described in Note 4 to the financial statements, the carrying amount of the Company’s mineral property was $55,375,124 as of December 31, 2025. As more fully described in Note 2 to the financial statements, management assesses its mineral property for indicators of impairment at each reporting period.
The principal considerations for our determination that the assessment of impairment indicators of the Company’s mineral property is a critical audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the mineral property, specifically relating to the assets’ carrying amount which is impacted by the Company’s intent and ability to continue to explore and evaluate its asset. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the mineral property.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Our audit procedures included, among others:
● Obtaining an understanding of the key controls associated with evaluating the mineral property for indicators of impairment.
● Obtaining and assessing management’s impairment analysis.
● Evaluating the intent for the mineral property through discussion and communication with management.
● Reviewing the Company’s recent expenditure activity and expenditure budgets for future periods.
● Assessing compliance with agreements and expenditure requirements including vouching cash payments.
● Obtaining, on a test basis through government websites, confirmation of title to ensure mineral rights underlying the mineral property are in good standing.
We have served as the Company’s auditor since 2017.
/s/ DAVIDSON & COMPANY LLP
Chartered Professional Accountants
Vancouver, Canada
March 11, 2026
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INTERNATIONAL TOWER HILL MINES LTD.
CONSOLIDATED BALANCE SHEETS
As at December 31, 2025 and 2024
(Expressed in U.S. Dollars)
December 31,
December 31,
Note
2025
2024
ASSETS
Current assets
Cash and cash equivalents
1
$
1,353,333
$
992,487
Prepaid expenses and other
159,801
144,693
Total current assets
1,513,134
1,137,180
Property and equipment
7,465
7,465
Mineral property
4
55,375,124
55,375,124
Total assets
$
56,895,723
$
56,519,769
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable
$
145,918
$
38,374
Accrued liabilities
5
352,034
139,103
Total liabilities
497,952
177,477
Shareholders’ equity
Share capital, no par value; unlimited number of authorized shares; 207,885,473 and 199,693,442 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively
7
294,980,859
291,169,769
Contributed surplus
7
37,621,329
36,923,555
Accumulated other comprehensive income
1,598,066
1,413,118
Deficit
( 277,802,483 )
( 273,164,150 )
Total shareholders’ equity
56,397,771
56,342,292
Total liabilities and shareholders’ equity
$
56,895,723
$
56,519,769
General Information, Nature of Operations and Going Concern (Note 1)
Commitments (Note 9)
Subsequent events (Note 11)
The accompanying notes are an integral part of these consolidated financial statements.
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INTERNATIONAL TOWER HILL MINES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Years Ended December 31, 2025 and 2024
(Expressed in U.S. Dollars)
December 31,
December 31,
Note
2025
2024
Operating Expenses
Consulting fees
7
$
956,711
$
752,145
Insurance
162,275
204,677
Investor relations
7
62,543
59,475
Mineral property
4
1,596,798
1,211,751
Office
30,032
27,682
Other
16,384
16,847
Professional fees
374,099
241,059
Regulatory
155,482
149,557
Rent
10
135,660
135,176
Travel
42,193
33,516
Wages and benefits
7
996,572
957,809
Total operating expenses
( 4,528,749 )
( 3,789,694 )
Other income (expense)
Gain (loss) on foreign exchange
( 183,339 )
106,386
Interest income
73,755
83,936
Total other income (expense)
( 109,584 )
190,322
Net loss for the year
( 4,638,333 )
( 3,599,372 )
Other comprehensive income (loss)
Exchange difference on translating foreign operations
184,948
( 115,710 )
Total other comprehensive income (loss) for the year
184,948
( 115,710 )
Comprehensive loss for the year
$
( 4,453,385 )
$
( 3,715,082 )
Basic and diluted loss per share
$
( 0.02 )
$
( 0.02 )
Weighted average number of shares outstanding - basic and diluted
207,885,473
199,654,096
The accompanying notes are an integral part of these consolidated financial statements.
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INTERNATIONAL TOWER HILL MINES LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Years Ended December 31, 2025 and 2024
(Expressed in U.S. Dollars)
Accumulated
Other
Number of
Share
Contributed
Comprehensive
Shares
Capital
Surplus
Income(Loss)
Deficit
Total
Balance, December 31, 2023
195,885,531
$
288,866,139
$
36,309,865
$
1,528,828
$
( 269,564,778 )
$
57,140,054
Share issuance
3,807,911
2,528,453
—
—
—
2,528,453
Share issuance costs
—
( 224,823 )
—
—
—
( 224,823 )
Stock-based compensation-option
—
—
320,448
—
—
320,448
Stock-based compensation-DSU
—
—
293,242
—
—
293,242
Exchange difference on translating foreign operations
—
—
—
( 115,710 )
—
( 115,710 )
Net loss
—
—
—
—
( 3,599,372 )
( 3,599,372 )
Balance, December 31, 2024
199,693,442
291,169,769
36,923,555
1,413,118
( 273,164,150 )
56,342,292
Share issuance
8,192,031
3,932,994
—
—
—
3,932,994
Share issuance costs
—
( 121,904 )
—
—
—
( 121,904 )
Stock-based compensation-option
—
—
360,340
—
—
360,340
Stock-based compensation-DSU
—
—
337,434
—
—
337,434
Exchange difference on translating foreign operations
—
—
—
184,948
—
184,948
Net loss
—
—
—
—
( 4,638,333 )
( 4,638,333 )
Balance, December 31, 2025
207,885,473
$
294,980,859
$
37,621,329
$
1,598,066
$
( 277,802,483 )
$
56,397,771
The accompanying notes are an integral part of these consolidated financial statements.
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INTERNATIONAL TOWER HILL MINES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2025 and 2024
(Expressed in U.S. Dollars)
December 31,
December 31,
2025
2024
Operating Activities
Loss for the year
$
( 4,638,333 )
$
( 3,599,372 )
Add items not affecting cash:
Stock-based compensation-option
360,340
320,448
Stock-based compensation-DSU
337,434
293,242
Changes in non-cash working capital items:
Accounts receivable
( 44,368 )
5,165
Prepaid expenses
35,002
134,473
Accounts payable and accrued liabilities
318,198
( 47,498 )
Cash used in operating activities
( 3,631,727 )
( 2,893,542 )
Financing Activities
Issuance of common shares
3,932,994
2,528,453
Share issuance costs
( 121,904 )
( 224,823 )
Cash provided by financing activities
3,811,090
2,303,630
Effect of foreign exchange on cash and cash equivalents
181,483
( 105,291 )
Decrease in cash and cash equivalents
360,846
( 695,203 )
Cash and cash equivalents, beginning of year
992,487
1,687,690
Cash and cash equivalents, end of year
$
1,353,333
$
992,487
The accompanying notes are an integral part of these consolidated financial statements.
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INTERNATIONAL TOWER HILL MINES LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)
1. GENERAL INFORMATION, NATURE AND CONTINUANCE OF OPERATIONS
International Tower Hill Mines Ltd. (“ITH” or the “Company”) is incorporated under the laws of British Columbia, Canada. The Company’s head office address is 1570-200 Burrard Street, Vancouver, British Columbia, Canada.
International Tower Hill Mines Ltd. consists of ITH and its wholly owned subsidiaries Tower Hill Mines, Inc. (“TH Alaska”) (an Alaska corporation), Tower Hill Mines (US) LLC (“TH US”) (a Colorado limited liability company), and Livengood Placers, Inc. (“LPI”) (a Nevada corporation). The Company is in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. At December 31, 2025, the Company has a 100 % interest in its Livengood Gold Project in Alaska, U.S.A.
These consolidated financial statements have been prepared on a going-concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future.
Despite the Company’s success to date in raising significant equity financing to fund its operations, 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. The amount of funds to be raised and the terms of any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Subsequent to December 31, 2025, the Company completed a public offering and raised approximately $ 74.75 million and completed a non-brokered private placement and raised approximately $ 43.3 million (Note 11). As at March 10, 2026, management believes that the Company has sufficient financial resources to maintain its operations for the next twelve months.
These financial statements do not reflect adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern adjustment appropriate. Such adjustments could be material.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
These consolidated financial statements are presented in United States dollars and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). On March 10, 2026, the Board approved the consolidated financial statements dated December 31, 2025.
Basis of consolidation
These consolidated financial statements include the accounts of ITH and its wholly owned subsidiaries TH Alaska, TH US, and LPI. All intercompany transactions and balances have been eliminated.
Significant judgments, estimates and assumptions
The preparation of financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. These judgments, estimates and assumptions are regularly evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.
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The areas which require significant judgment and estimates that management has made at the financial reporting date, that could result in a material change to the carrying amounts of assets and liabilities, in the event actual results differ from the assumptions made, relate to, but are not limited to the following:
Significant judgments
● the determination of functional currencies;
● quantitative and qualitative factors used in the assessment of impairment of the Company’s mineral property; and
● the analysis of resource calculations, drill results, labwork, etc. which can impact the Company’s assessment of impairment, and provisions, if any, for environmental rehabilitation and restoration.
Cash and cash equivalents
Cash equivalents include highly liquid investments with original maturities of three months or less at the date of purchase, and which are subject to an insignificant risk of change in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.
Property and equipment
On initial recognition, property and equipment are valued at cost. Property and equipment is subsequently measured at cost less accumulated depreciation, less any accumulated impairment losses, with the exception of land which is not depreciated. Depreciation is recorded over the estimated useful life of the assets at the following annual rates:
Computer equipment - 30 % declining balance;
Computer software - 3 years straight line;
Furniture and equipment - 20 % declining balance; and
Leasehold improvements - straight-line over the lease term .
Additions during the year are depreciated at one-half the annual rates. Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.
Mineral property assets
Mineral property costs are expensed as incurred. At such time that the Company determines that a mineral property can be economically developed, subsequent mineral property expenses will be capitalized during the development of such property.
The Company assesses interests in its mineral property assets for impairment at least annually but will also conduct an assessment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assets that are tested for recoverability are the Company’s long-lived assets related to mineral property rights and claims. At December 31, 2025, the Company’s mineral property assets totaled approximately $ 55 million. As these assets are all similar in nature (they represent mining claims or rights to mining claims all within the same area), they are viewed as one asset group for impairment testing purposes. The Company evaluates recoverability of its mineral property assets based on the undiscounted cash flows using the life of mine cash flows beginning with production as stated 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 for the Livengood Gold Project, which uses a life of mine of approximately 21 years . The estimates used in the life of mine cash flows are subject to uncertainty, including as a result of the assumed gold price.
As at December 31, 2025 , the Company concluded that the recoverability of the mineral property assets exceeded the carrying value.
Impairment analysis includes assessment of the following circumstances: a significant decrease in the market price of a long-lived asset or asset group; a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or asset group, including an adverse action or assessment by a regulator; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or asset group; a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; a current expectation
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that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50%.
Asset retirement obligations
The Company records a liability based on the best estimate of costs for site closure and reclamation activities that the Company is legally or contractually required to remediate. The provision for closure and reclamation liabilities is estimated using expected cash flows based on engineering and environmental reports and accreted to full value over time through periodic charges to income. The Company does not have any material provisions for environmental rehabilitation as of December 31, 2025.
Impairment of long-lived assets and long-lived assets to be disposed of
Long-lived assets are reviewed for impairment at least annually but are also reviewed whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. The estimates used to determine future net cash flows are subject to uncertainty, including as a result of the assumed gold price. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount and the fair value less costs to sell.
Income taxes
The Company accounts for income taxes under the asset and liability method. Current income taxes are the expected taxes payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to taxes payable in respect of previous years. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the asset and liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion or the entire deferred tax asset will not be recognized.
Net loss per share
Basic loss per share is calculated using the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or contracts that may require the issuance of common shares in the future were converted, unless the impact is anti-dilutive. For the year ended December 31, 2025, this calculation proved to be anti-dilutive, and therefore the Company’s 3,455,000 stock options and 3,476,102 deferred share units (“DSUs”) outstanding at year-end have been excluded from the calculation.
Stock-based compensation
The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Section 718 “Compensation - Stock Compensation”, which establishes accounting for equity-based compensation awards to be accounted for using the fair value method. Equity-settled share-based payment arrangements are initially measured at fair value at the date of grant and recorded within shareholders’ equity. Arrangements considered to be cash-settled are initially recorded at fair value and classified as accrued liabilities and subsequently re-measured at fair value at each reporting date. The Company’s stock option plan is an equity-settled arrangement and the Company’s deferred share unit plan can be an equity or cash settled arrangement depending on the grant date term.
The fair value at grant date of all share-based payments is recognized as compensation expense over the period for which benefits of services are expected to be derived, with a corresponding credit to shareholders’ equity or accrued liabilities depending on whether they are equity-settled or cash-settled. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model and estimate the expected forfeiture rate at the date of grant. The value of DSUs
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is estimated based on the quoted market price of the Company’s common shares. When awards are forfeited because non-market based vesting conditions are not satisfied, the expense previously recognized is proportionately reversed.
Functional currency
The Company’s consolidated financial statements are presented in U.S. dollars, which is the Company’s reporting currency. The functional currency of ITH is the Canadian (“C$”) dollar and the functional currency of ITH Alaska, TH US and LPI is the U.S. dollar.
In accordance with ASC 830, “Foreign Currency Matters”, the Company translates the assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and comprehensive loss and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from C$ into U.S. dollars are recorded in shareholders’ equity as part of accumulated other comprehensive income.
Foreign currency transactions are translated into the functional currency of the respective currency of the entity or division, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items denominated in foreign currency at period-end exchange rates are recognized in profit or loss. Non-monetary items that are not re-translated at period end are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value, which are translated using the exchange rates as at the date when fair value was determined. Gains and losses are recorded in the statement of operations and comprehensive loss.
Recently issued accounting pronouncements
Accounting Standards Update 2024-03 – Income Statement – Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires all public entities to disclose disaggregated information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. ASU 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospective adoption for any and all prior periods presented in the financial statements. The Company is currently assessing the impact of adopting ASU 2024-03 on the consolidated financial statements and related disclosures.
The Company has determined that other significant newly issued accounting pronouncements are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying values of cash and cash equivalents, accounts payable, and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:
● Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
● Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and,
● Level 3 – Inputs that are not based on observable market data.
There were no financial instruments measured at fair value.
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4. MINERAL PROPERTY
The Company had the following activity related to the mineral property:
Capitalized acquisition costs
Amount
Balance, December 31, 2023
$
55,375,124
Additions
—
Balance, December 31, 2024
$
55,375,124
Additions
—
Balance, December 31, 2025
$
55,375,124
The following table presents costs incurred for mineral property activities for the years ended December 31, 2025 and 2024:
Year ended
Year ended
December 31, 2025
December 31, 2024
Mineral property costs:
Aircraft services
$
11,400
$
10,790
Environmental
221,708
217,062
Equipment and facilities rental
22,377
33,701
Field costs
198,362
102,326
Geological/geophysical
111,868
—
Land maintenance & tenure
900,144
819,689
Legal
130,464
15,019
Transportation and travel
475
13,164
Total expenditures for the year
$
1,596,798
$
1,211,751
Properties acquired from AngloGold, Alaska
Pursuant to an Asset Purchase and Sale and Indemnity Agreement dated June 30, 2006, as amended on July 26, 2007 (the “AngloGold Agreement”), among the Company, AngloGold Ashanti (U.S.A.) Exploration Inc. (“AngloGold”) and TH Alaska, the Company acquired all of AngloGold’s interest, as it was constituted at the time, in the Livengood property located 70 miles north of Fairbanks Alaska. Since that time, the Company has acquired or adjusted various interests that comprise the Livengood Property, which is further described below.
Details of the Livengood Property are as follows:
Livengood Property:
The Livengood property is located in the Tintina gold belt approximately 113 kilometers (70 miles) north of Fairbanks, Alaska. The property consists of land leased from the Alaska Mental Health Trust, a number of smaller private mineral leases, Alaska state mining claims purchased or located by the Company and patented ground held by the Company.
Details of the leases are as follows:
a) a lease of the Alaska Mental Health Trust mineral rights having a term commencing July 1, 2004 and extending 29 years until June 30, 2033, subject to further extensions beyond June 30, 2033 by either (1) commercial production or (2) payment of an annual advance minimum royalty and diligent pursuit of development. The lease requires minimum work expenditures and advance minimum royalties (all of which minimum royalties are recoverable from production royalties) which escalate annually with inflation. A net smelter return (“NSR”) production royalty of between 2.5 % and 5.0 % (depending upon the price of gold) is payable to the lessor with respect to the lands subject to this lease. In addition, an NSR production royalty of 1 % is payable to the lessor with respect to the unpatented federal mining claims subject to the lease described in b) below and an NSR production royalty of between 0.5 % and 1.0 % (depending upon the price of gold) is payable to the lessor with respect to the lands acquired by the Company as a result of the purchase of Livengood Placers, Inc. in December 2011. As of December 31, 2025, the Company has paid $ 5,953,438 from the inception of this lease.
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b) a lease of federal unpatented lode mining claims having an initial term of ten years commencing on April 21, 2003 and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $ 50,000 on or before each anniversary date for the duration of the lease (all of which minimum royalties are recoverable from production royalties). An NSR production royalty of between 2 % and 3 % (depending on the price of gold) is payable to the lessors. The Company may purchase 1 % of the royalty for $ 1,000,000 . As of December 31, 2025, the Company has paid $ 1,080,000 from the inception of this lease.
c) a lease of patented lode claims having an initial term of ten years commencing January 18, 2007, and continuing for so long thereafter as minimum royalties are paid. In 2019, the Company acquired a 40 % interest in the mining claims subject to the lease, providing the Company with a 40 % interest in the lease. The lease requires a minimum royalty of $ 15,000 payable to the remaining third-party lessors on or before each anniversary date subsequent to January 18, 2017 (all of which minimum royalties are recoverable from production royalties). As of December 31, 2025, the Company has paid $ 315,000 to the remaining third-party lessors in minimum royalties from the inception of this lease. A production royalty of 1.8 % NSR is payable to the remaining third-party lessors. At any time during the term of the lease, the Company may exercise its option to purchase all interests of the remaining third-party lessors in the patented lode claims subject to the lease (including the production royalty) for $ 600,000 (less all minimum and production royalties paid to said lessors prior to the date the option is exercised), of which 10 % of the purchase price is payable upon exercise, 40 % is payable in equal installments over the subsequent four years following the exercise, and 50 % is payable by way of the 1.8 % NSR production royalty. Upon commencement of commercial production, the option must be exercised.
d) a lease of unpatented federal lode mining and federal unpatented placer claims having an initial term of ten years commencing on March 28, 2007, and continuing for so long thereafter as advance minimum royalties are paid and mining related activities, including exploration, continue on the property or on adjacent properties controlled by the Company. The lease requires an advance minimum royalty of $ 15,000 on or before each anniversary date for the duration of the lease (all of which minimum royalties are recoverable from production royalties). The Company is required to pay the lessor the additional sum of $ 250,000 upon making a positive production decision, of which $ 125,000 is payable within 120 days of the decision and $ 125,000 is payable within a year of the decision (all of which are recoverable from production royalties). An NSR production royalty of 2 % is payable to the lessor. The Company may purchase all of the interest of the lessor in the leased property (including the production royalty) for $ 1,000,000 . As of December 31, 2025, the Company has paid $ 248,000 from the inception of this lease.
Title to mineral properties
The acquisition of title to mineral properties is a detailed and time-consuming process. The Company has taken steps to verify title to mineral properties in which it has an interest. Although the Company has taken every reasonable precaution to ensure that legal title to its properties is properly recorded in the name of the Company, there can be no assurance that such title will ultimately be secured.
5. ACCRUED LIABILITIES
The following table presents the accrued liabilities balances at December 31, 2025 and 2024.
December 31,
December 31,
2025
2024
Accrued liabilities
$
290,657
$
83,876
Accrued salaries and benefits
61,377
55,227
Total accrued liabilities
$
352,034
$
139,103
Accrued liabilities at December 31, 2025 include accruals for general corporate costs and project costs of $ 127,064 and $ 163,596 , respectively. Accrued liabilities at December 31, 2024 include accruals for general corporate costs and project costs of $ 44,831 and $ 39,045 , respectively.
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6. INCOME TAXES
A reconciliation of income taxes at statutory rates with the reported taxes is as follows for the years ended December 31, 2025 and 2024:
December 31,
December 31,
2025
2024
Loss for the year
$
( 4,638,333 )
$
( 3,599,372 )
Federal and Provincial tax rate
27.0
%
27.0
%
Expected income tax (recovery)
27.0
%
$
( 1,252,000 )
27.0
%
$
( 972,000 )
Change in statutory, foreign tax, foreign exchange rates and other
7.0
%
( 323,000 )
( 12.6 )
%
455,000
Permanent difference
( 4.1 )
%
190,000
( 2.4 )
%
88,000
Share issue cost
0.8
%
( 35,000 )
1.7
%
( 60,000 )
Adjustment to prior years provision versus statutory tax returns
( 430.7 )
%
19,979,000
( 7.1 )
%
257,000
Change in valuation allowance
400.1
%
( 18,559,000 )
( 6.4 )
%
232,000
Total income tax expense (recovery)
$
—
$
—
Current income tax
$
—
$
—
Deferred tax recovery
$
—
$
—
The significant components of the Company’s deferred tax assets that have not been included on the consolidated statement of financial position are as follows:
December 31,
December 31,
2025
2024
Deferred tax assets (liabilities):
Exploration and evaluation assets
$
—
$
16,210,000
Property and equipment
7,000
7,000
Share issue costs
63,000
45,000
Non-capital losses available for future period
56,646,000
55,434,000
Valuation allowance
( 53,137,000 )
( 71,696,000 )
Net deferred tax asset
3,579,000
—
Deferred tax liabilities
Exploration and evaluation assets
( 3,579,000 )
—
Net deferred tax assets
$
—
$
—
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At December 31, 2025, the Company has available non-capital losses for Canadian income tax purposes of approximately C$ 31,160,000 and net operating losses for US income tax purposes of approximately $ 40,529,000 that do not have an expiration date and $ 137,153,000 available for carry-forward to reduce future years’ taxable income, if not utilized, expiring as follows:
Canada (C$)
United States ($)
2045
C$
1,595,000
$
—
2044
906,000
—
2043
1,063,000
—
2042
599,000
—
2041
1,204,000
—
2040
1,211,000
—
2039
1,164,000
—
2038
417,000
—
2037
1,757,000
8,800,000
2036
1,611,000
8,798,000
2035
395,000
10,703,000
2034
1,792,000
12,587,000
2033
1,687,000
14,208,000
2032
2,854,000
16,798,000
2031
5,051,000
40,825,000
2030
3,052,000
18,765,000
2029
2,378,000
2,973,000
2028
1,301,000
1,412,000
2027
1,031,000
1,284,000
2026
92,000
—
C$
31,160,000
$
137,153,000
The Company also has available mineral resource expenses that are related to the Company’s activities in the United States of approximately $ 60,013,000 , which may be deductible for U.S. tax purposes. Future tax benefits, which may arise as a result of applying these deductions to taxable income, have not been recognized in these accounts due to the uncertainty of future taxable income.
7. SHARE CAPITAL
Authorized
The Company’s share capital consists of an unlimited number of authorized common shares without par value. At December 31, 2025 and 2024, there were 207,885,473 and 199,693,442 shares issued and outstanding, respectively.
Share issuances
During the year ended December 31, 2025, the Company issued 8,192,031 common shares pursuant to a $ 3,932,994 non-brokered private placement at a price of $ 0.4801 per common share to existing major shareholders of the Company.
During the year ended December 31, 2024, the Company issued 3,807,911 common shares pursuant to a $ 2,528,453 non-brokered private placement at a price of $ 0.664 per common share to existing major shareholders of the Company.
Stock options
The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012 and re-approved by the Company’s shareholders on May 28, 2015, May 30, 2018, May 25, 2021, and May 29, 2024 (the “Stock Option Plan”). The essential elements of the Stock Option Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the Stock Option Plan and any other share-based compensation arrangements may not exceed 10 % of the number of issued shares of the Company at the time of the granting of options. Options granted under the Stock Option Plan will have a maximum term of ten years . The exercise price of options granted under the Stock Option Plan shall be fixed in compliance with the applicable provisions of the Toronto Stock Exchange (“TSX”) Company Manual in force
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at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the Stock Option Plan vest immediately, unless otherwise determined by the directors at the date of grant.
On June 4, 2025, the Company granted a total of 240,000 incentive stock options to certain officers and employees of the Company to purchase common shares in the capital stock of the Company at an issue price of C$ 1.25 per share. Of the total 240,000 stock options granted, 150,000 were granted to Mr. Karl Hanneman, Chief Executive Officer. All of the options vest one-third on the grant date, one-third on June 4, 2026, one-third on June 4, 2027 and expire on June 4, 2031 .
On May 29, 2024, the Company granted a total of 240,000 incentive stock options to certain officers and employees of the Company to purchase common shares in the capital stock of the Company at an issue price of C$ 0.94 per share. Of the total 240,000 stock options granted, 150,000 were granted to Mr. Karl Hanneman, Chief Executive Officer. All of the options vest one-third on the grant date, one-third on May 29, 2025, one-third on May 29, 2026 and expire on May 29, 2030 .
On December 2, 2024, the Company granted a total of 2,500,000 incentive stock options to certain contractors of the Company to purchase common shares in the capital stock of the Company at an issue price of C$ 0.64 per share. Of the 2,500,000 options, 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. All of these options expire on December 2, 2026 .
A summary of the status of the stock option plan as of December 31, 2025 and 2024 and changes during the fiscal years is presented below:
Year Ended
Year Ended
December 31, 2025
December 31, 2024
Weighted
Weighted
Average
Aggregate
Average
Aggregate
Number of
Exercise
Intrinsic
Number of
Exercise
Intrinsic
Options
Price (C$)
Value (C$)
Options
Price (C$)
Value (C$)
Balance, beginning of the year
4,152,232
$
0.78
—
1,787,049
$
0.92
—
Granted
240,000
$
1.25
—
2,740,000
$
0.67
—
Forfeited/cancelled
( 500,000 )
$
0.64
—
—
—
—
Expired
( 437,232 )
$
1.14
—
( 374,817 )
$
0.61
—
Balance, end of the year
3,455,000
$
0.79
$
6,014,550
4,152,232
$
0.78
$
2,400
The weighted average remaining life of options outstanding at December 31, 2025 was 1.8 years.
Stock options outstanding are as follows:
December 31, 2025
December 31, 2024
Exercise
Number of
Exercise
Number of
Expiry Date
Price (C$)
Options
Exercisable
Price (C$)
Options
Exercisable
February 1, 2025
—
—
—
$
1.35
250,000
250,000
August 8, 2025
—
—
—
$
0.85
187,232
187,232
May 27, 2026
$
0.92
255,000
255,000
$
0.92
255,000
255,000
May 25, 2027
$
1.31
240,000
240,000
$
1.31
240,000
240,000
May 24, 2028
$
0.92
240,000
240,000
$
0.92
240,000
240,000
May 23, 2029
$
0.63
240,000
240,000
$
0.63
240,000
160,000
May 29, 2030
$
0.94
240,000
160,000
$
0.94
240,000
80,000
December 2, 2026
$
0.64
2,000,000
2,000,000
$
0.64
2,500,000
1,000,000
June 4, 2031
$
1.25
240,000
80,000
—
—
—
—
3,455,000
3,215,000
—
4,152,232
2,412,232
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A summary of the non-vested options as of December 31, 2025 and 2024 and changes during the fiscal years ended December 31, 2025 and 2024 is as follows:
Weighted average
grant-date fair
Non-vested options:
Number of options
value (C$)
Outstanding at December 31, 2023
240,000
$
0.73
Granted
2,740,000
$
0.29
Vested
( 1,240,000 )
$
0.34
Outstanding at December 31, 2024
1,740,000
$
0.28
Granted
240,000
$
0.87
Forfeited/cancelled
( 500,000 )
$
0.13
Vested
( 1,240,000 )
$
0.35
Outstanding at December 31, 2025
240,000
$
0.79
At December 31, 2025, there was C$ 88,963 of unrecognized compensation expense related to non-vested options outstanding.
Deferred Share Unit Incentive Plan
On April 4, 2017, the Company adopted a Deferred Share Unit Plan (the “DSU Plan”). The DSU Plan was approved by the Company’s shareholders on May 24, 2017 and re-approved by the Company’s shareholders on May 27, 2020, May 25, 2021, and May 29, 2024. As at December 31, 2025, the maximum aggregate number of common shares that could be issued under the DSU Plan and the Stock Option Plan was 20,788,547 , representing 10 % of the number of issued and outstanding common shares on that date (on a non-diluted basis). As at December 31, 2025, the Company had stock options to potentially acquire 3,455,000 common shares outstanding under the Stock Option Plan (representing approximately 1.66 % of the outstanding common shares), leaving up to 17,333,547 common shares available for future grants under the DSU Plan and under the Stock Option Plan (combined) based on the number of outstanding common shares as at that date on a non-diluted basis (representing an aggregate of approximately 8.34 % of the outstanding common shares).
During the year ended December 31, 2025, in accordance with the DSU Plan, the Company granted each of the members of the Board (other than those directors nominated for election by Paulson & Co. Inc.) 66,400 DSUs for a total of 332,000 DSUs with a grant date fair value (defined as the weighted average of the prices at which the common shares traded on the exchange with the most volume for the five trading days immediately preceding the grant) of C$ 1.25 per DSU, representing C$ 83,000 per director or C$ 415,000 in the aggregate.
During the year ended December 31, 2024, in accordance with the DSU Plan, the Company granted each of the members of the Board (other than those directors nominated for election by Paulson & Co. Inc.) 88,298 DSUs for a total of 441,490 DSUs with a grant date fair value (defined as the weighted average of the prices at which the common shares traded on the exchange with the most volume for the five trading days immediately preceding the grant) of C$ 0.94 per DSU, representing C$ 83,000 per director or C$ 415,000 in the aggregate.
The DSUs entitle the holders to receive common shares of the Company’s stock without the payment of any consideration. The DSUs vested immediately upon being granted, but the common shares of stock underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Board.
DSUs outstanding are as follows:
Year Ended
Year Ended
December 31, 2025
December 31, 2024
Weighted average
Weighted average
Number of
grant-date fair
Number of
grant-date fair
DSUs
value (C$)
DSUs
value (C$)
Balance, beginning of the year
3,144,102
$
0.84
2,702,612
$
0.83
Issued
332,000
$
1.25
441,490
$
0.94
Balance, end of the year
3,476,102
$
0.88
3,144,102
$
0.84
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Share-based payments
During the year ended December 31, 2025, the Company granted 240,000 stock options and 332,000 DSUs. Share-based payment compensation for the year ended December 31, 2025 total $ 697,774 ($ 360,340 related to stock options and $ 337,434 related to DSUs). Of the total expense for the year ended December 31, 2025, $ 574,499 was included in consulting fees, $ 115,057 was included in wages and benefits, and $ 8,218 was included in investor relations in the statement of operations and comprehensive loss.
During the year ended December 31, 2024, the Company granted 1,740,000 stock options and 441,490 DSUs. Share-based payment compensation for the year ended December 31, 2024 total $ 613,690 ($ 320,448 related to stock options and $ 293,242 related to DSUs). Of the total expense for the year ended December 31, 2024, $ 519,249 was included in consulting fees, $ 88,145 was included in wages and benefits, and $ 6,296 was included in investor relations in the statement of operations and comprehensive loss.
The following weighted average assumptions were used for the Black-Scholes option pricing model of all the stock options excluding the stock options granted on December 2, 2024:
Year Ended
Year Ended
December 31,
December 31,
2025
2024
Expected life of options
6 years
6 years
Risk-free interest rate
2.90
%
3.75
%
Expected volatility
78.48
%
76.79
%
Dividend rate
0.00
%
0.00
%
Exercise price (C$)
$
1.25
$
0.94
The expected volatility used in the Black-Scholes option pricing model is based on the historical volatility of the Company’s shares.
Due to the nature of the stock options granted on December 2, 2024 which have variable vesting conditions, the Black-Scholes model was used to determine the fair value of the 1,000,000 options that vested immediately upon grant and a Monte Carlo Simulation was used with the underlying share price of the Company and the VanEck Junior Gold Miners ETF to determine the fair value of the remaining 1,500,000 options. The following weighted average assumptions were used for the December 2, 2024 stock option grant:
Year Ended
Year Ended
December 31,
December 31,
2024
2024
Black-Scholes
Monte Carlo Simulation
Expected life of options
2 years
2 years
Risk-free interest rate
3.03
%
3.04
%
Expected volatility
80.31
%
81.00
%
Dividend rate
0.00
%
0.00
%
Exercise price (C$)
$
0.64
$
0.64
8. SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates in a single reportable operating segment, being the exploration and development of mineral properties. This segment does not presently report any revenues from operations. The Company’s Chief Executive Officer (“CEO”) acts as the Chief Operating Decision Maker (“CODM”) and the CODM uses consolidated net income/loss as the measure of segment profit and loss to assess performance and allocate resources. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets, with a majority of these assets located in the United States.
We reported no revenues during the years ended December 31, 2025 or 2024.
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The following tables present selected financial information by geographic location:
Canada
United States
Total
December 31, 2025
Mineral property
$
—
$
55,375,124
$
55,375,124
Property and equipment
7,465
—
7,465
Current assets
1,250,822
262,312
1,513,134
Total assets
$
1,258,287
$
55,637,436
$
56,895,723
December 31, 2024
Mineral property
$
—
$
55,375,124
$
55,375,124
Property and equipment
7,465
—
7,465
Current assets
652,473
484,707
1,137,180
Total assets
$
659,938
$
55,859,831
$
56,519,769
Year Ended
Year Ended
December 31,
December 31,
2025
2024
Net loss for the year - Canada
$
( 1,797,562 )
$
( 1,138,375 )
Net loss for the year - United States
( 2,840,771 )
( 2,460,997 )
Net loss for the year
$
( 4,638,333 )
$
( 3,599,372 )
9. COMMITMENTS
The following table discloses, as of December 31, 2025, the Company’s contractual obligations including anticipated mineral property payments and work commitments. Under the terms of the Company’s mineral property purchase agreements, mineral leases and the terms of the unpatented mineral claims held by it, the Company is required to make certain scheduled acquisition payments, incur certain levels of expenditures, make lease or advance royalty payments, make payments to government authorities and incur assessment work expenditures as summarized in the table below in order to maintain and preserve the Company’s interests in the related mineral properties. If the Company is unable or unwilling to make any such payments or incur any such expenditures, it is likely that the Company would lose or forfeit its rights to acquire or hold the related mineral properties. The following table assumes that the Company retains the rights to all of its current mineral properties, but does not exercise any lease purchase or royalty buyout options:
Payments Due by Year
2031 and
2026
2027
2028
2029
2030
beyond
Total
Mineral Property Leases (1)
$
702,865
$
710,651
$
718,534
$
726,516
$
734,597
$
742,779
$
4,335,942
Mining Claim Government Fees
214,790
214,790
214,790
214,790
214,790
214,790
1,288,740
Total
$
917,655
$
925,441
$
933,324
$
941,306
$
949,387
$
957,569
$
5,624,682
1. Does not include required work expenditures, as it is assumed that the required expenditure level is significantly below the work for which will actually be carried out by the Company. Does not include potential royalties that may be payable (other than annual minimum royalty payments). See Note 4.
10. LEASES
On December 12, 2019, the Company entered into a one-year operating lease agreement (for the lease period of January 1, 2020 through December 31, 2020) of the Fairbanks office. After the initial one-year lease period, the agreement has continued on a month-to-month basis. Therefore, the Company has elected the short-term lease recognition exemption for the office lease. Accordingly, office lease costs will continue to be reported as rent expense on the Consolidated Statements of Operations and Comprehensive Loss and the Company will not recognize a right-of-use (ROU) asset and lease liability on the Consolidated Balance Sheets.
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11. SUBSEQUENT EVENTS
Subsequent to December 31, 2025, the Company completed a public offering pursuant to which it issued 33,672,000 common shares of the Company, at a price of $ 2.22 per common share in the United States, for aggregate gross proceeds, before underwriting expenses and expenses of the offering, of approximately $ 74.75 million. In connection with the public offering, the Company completed a non-brokered private placement in two tranches pursuant to which it issued an aggregate of 19,520,000 common shares of the Company, at a price of $ 2.22 per common share to an existing major shareholder of the Company, for total proceeds of approximately $ 43.3 million.
During February 2026, in accordance with the DSU Plan, the Company granted three of the Company’s directors a total of 41,503 DSUs with a grant date fair value of $ 2.53 per DSU, or an aggregate of $ 105,000 .
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.