ADDED
As of March 3, 2026, the registrant had 261,077,473 Common Shares outstanding.
CAUTIONARY NOTE REGARDING SIMILAR OR ADJACENT MINERAL PROPERTIES This Annual Report on Form 10-K contains information with respect to adjacent or similar mineral properties in respect of which the Company has no interest or rights to explore or mine.
The Company currently holds a 100% interest in a development stage project in Alaska referred to as the Livengood Gold Project or the Project .
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) measured and indicated mineral resources, 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 TRS attached as Exhibit 96.1 to the 2022 Annual Report on Form 10-K/A filed with the SEC on October 17, 2023.
Livengood Gold Project Developments 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 TRS utilized a third-party review by Whittle Consulting and BBA Inc.
The Company cautions that the TRS is preliminary in nature and is based on technical and economic assumptions which will be further refined and evaluated in a full feasibility study.
REMOVED
As of March 3, 2025, the registrant had 207,885,473 Common Shares outstanding.
GLOSSARY OF TERMS The following is a glossary of certain terms that may be used in this report.
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 .
Livengood Gold Project Developments On March 8, 2024, the Company announced that the Board had approved a 2024 work program that focused on 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 study utilized a third-party review by Whittle Consulting and BBA Inc.
Whittle Enterprise Optimization Prior to beginning the Pre-feasibility Study ( PFS ) for the Livengood Gold Project which is summarized in the TRS, the Company retained Whittle Engineering and BBA Inc.
2025 Outlook 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.