Golden Minerals Co

We are an exploration company holding majority control in the Desierto and Sarita Este concessions, adjoining gold-silver-copper exploration projects located in northwest Salta Province Argentina, a 60% interest in Sand Canyon, an exploration-stage, gold-silver project in northwestern Nevada and other mineral exploration properties located primarily in or near historical precious metals producing regions in Argentina and Mexico. We are primarily focused on advancing exploration activities at the Sarita Este/Desierto project. We continue to review additional exploration opportunities, primarily in South America.

The Company is considered an exploration stage issuer under the criteria set forth by the SEC under Subpart 1300 of Regulation S-K (“S-K 1300”) as the Company has not yet demonstrated the existence of mineral reserves at any of the Company’s properties. As a result, and in accordance with U.S. generally accepted accounting principles (“GAAP”) for exploration stage companies, all expenditures for exploration and evaluation of the Company’s properties are expensed as incurred. As such, the Company’s financial statements may not be comparable to the financial statements of mining companies that have proven and probable mineral reserves. Such companies would typically capitalize certain development costs including infrastructure development and mining activities to access the ore. The capitalized costs would be amortized on a units-of-production basis as reserves are mined. The amortized costs are typically allocated to inventory and eventually to cost of sales as the inventories are sold. As the Company does not have proven and probable mineral reserves, substantially all expenditures at the Company’s properties were expensed as incurred. The Company cannot be certain that any deposits at any of its properties will ever be confirmed or converted into S-K 1300 compliant “reserves”.

We do not currently have sufficient resources to meet our expected cash needs for a period of twelve months beyond the filing date of this 2025 Annual Report on Form 10-K. At December 31, 2025, we had current assets of approximately $1.9 million, including cash and cash equivalents of approximately $1.3 million. On the same date, we had accounts payable and other current liabilities of approximately $1.4 million. As previously disclosed, the Company ceased mining at the Velardeña mines in Mexico during 2024 and subsequently sold the mines and certain related assets. In 2025, we completed the sale of additional Mexican subsidiaries holding the Rodeo mine, labor claim, tax losses and several property concessions and extinguished all related liabilities for these subsidiaries, including our reclamation obligation for Rodeo. During the year ended December 31, 2025, we collected $1.8 million from sale of assets, including completion of the 2024 sale of the Velardeña mines.

The Company’s only near-term opportunity to generate cash flow to meet its expected cash requirements is from the sale of additional assets, equity or other external financing. The Company is evaluating and pursuing alternatives, including the potential sale of the Company, seeking buyers or partners for the Company’s other assets or obtaining equity or other external financing. In the absence of additional cash inflows, the Company anticipates that its cash resources will be exhausted in approximately the second quarter of 2026. If we are unable to obtain additional cash resources or sell the Company, we will be forced to cease operations and liquidate.

The Company’s consolidated financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the normal course of business. However, as noted above, our continuing long-term operations will be dependent upon our ability to secure sufficient funding to generate future profitable operations. The underlying value and recoverability of the amounts shown as property, plant and equipment in our consolidated financial statements are dependent on our ability to generate positive cash flows from

operations and to fund general administrative and exploration activities that would lead to additional profitable mining and processing activities or to generate proceeds from the disposition of property, plant and equipment.

The ability of the Company to maintain a positive cash balance for a period of twelve months beyond the filing date of this 2025 Annual Report on Form 10-K is dependent upon its ability to generate sufficient cash flow from selling assets, continue to reduce expenses, and raise sufficient funds through equity financings or other external sources. These material uncertainties cast significant doubt on the Company’s ability to continue as a going concern. Therefore, the Company cannot conclude that substantial doubt does not exist as to the Company’s ability to continue as a going concern for the twelve months following the filing date of this Annual Report for the year ended December 31, 2025 on Form 10-K. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or liabilities which might be necessary should the Company not continue as a going concern.

The Company’s consolidated financial statements have been prepared in accordance with GAAP. The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to the recognition of contingent liabilities and the valuation allowances for deferred tax assets. The Company based its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates under different assumptions or conditions.

The policies adopted, considered by management to be significant, are summarized as follows:

All of the Company’s consolidated subsidiaries are 100% owned and as such the Company does not have a noncontrolling interest in any of its subsidiaries. All intercompany transactions and balances have been eliminated at consolidation.

The Company’s income and external funding are primarily denominated in U.S. dollars. Substantially all of the Company’s significant expenditures are made with reference to U.S. dollars. Accordingly, the Company and its subsidiaries use the U.S. dollar as their functional and reporting currency.

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

The Company expenses general prospecting costs and the costs of acquiring and exploring unevaluated mining properties. When and if a mining property is determined to have proven and probable mineral reserves, subsequent

development costs will be capitalized to mineral properties. For acquired mining properties with proven and probable mineral reserves, the Company will capitalize acquisition costs and subsequent development costs. When and if mining properties with proven and probable reserves are developed and operations commence, capitalized costs will be charged to operations using the units-of-production method over proven and probable reserves. Upon abandonment or sale of a mining property, all capitalized costs relating to the specific property are written off in the period abandoned or sold and a gain or loss is recognized in the accompanying Consolidated Statements of Operations.

As discussed in Note 1, the Company is considered an exploration stage company under the criteria set forth by the SEC since it has not yet demonstrated the existence of mineral reserves at any of the Company’s properties. As the Company does not have proven and probable mineral reserves, substantially all costs were expensed as incurred. Such costs are recognized in the Consolidated Statements of Operations based on the nature of the costs.

On a quarterly basis the Company evaluates its exploration properties to determine if they meet the Company’s minimum requirements for continued evaluation. The rights to the properties that do not meet the minimum requirements are relinquished and the carrying values, if any, are written off and reflected in*“Exploration expense”* on the accompanying Consolidated Statements of Operations.

We classify long-lived assets, or disposal groups comprised of assets and liabilities, as held for sale in the period in which the following six criteria are met, (i) management, having the authority to approve the action, commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (iii) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (iv) the sale of the property is probable and is expected to be completed within one year; (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn, in accordance with ASC 360, Property, Plant and Equipment. A business classified as held for sale is recorded at the lower of its carrying amount or estimated fair value less cost to sell. If the carrying amount of the business exceeds its estimated fair value less cost to sell, a loss is recognized. Assets and liabilities related to a business classified as held for sale are segregated in the current and prior balance sheets in the period in which the business is classified as held for sale, resulting in changes to the presentation of certain prior period amounts. The Company ceases depreciation and amortization on long-lived assets (or disposal groups) classified as held for sale and measures them at the lower of carrying value or estimated fair value less cost to sell.

The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results when the business is classified as held for sale, in accordance with ASC 360, and ASC 205-20, Presentation of Financial Statements – Discontinued Operations. Under ASC 360, assets may be classified as held for sale even though discontinued operations classification is not met. The results of discontinued operations are reported in Net loss from discontinued operations, net of tax in the accompanying Consolidated Statements of Operations for current and prior periods, including any gain or loss recognized on closing or adjustment of the carrying amount to fair value less cost to sell. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.

Buildings are depreciated using the straight–line method over the estimated useful lives of the buildings, typically 30 to 40 years, or the estimated life of the mine, whichever is shorter. Mining equipment and machinery, excluding the plant, are depreciated using the straight-line method over useful lives ofthree toeight years or the lease period, whichever is shorter. Other furniture and equipment are depreciated using the straight-line method over estimated useful lives ofthree tofive years.

As discussed above, the Company does not have any properties with proven or probable mineral reserves.

Property, plant and equipment are recorded at cost and per the guidance of Accounting Standard Codification (“ASC”) 360, “Property, Plant and Equipment” (“ASC 360”) the Company assesses the recoverability of its property, plant and equipment, whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If the sum of estimated future net cash flows on an undiscounted basis is less than the carrying amount of the related asset, impairment is considered to exist. The related impairment loss is measured by comparing estimated future net cash flows on a discounted basis or by comparing other market indicators to the carrying amount of the asset.

The Company records asset retirement obligations (“ARO”) in accordance with ASC 410, “Asset Retirement and Environmental Obligations” (“ASC 410”), which establishes a uniform methodology for accounting for estimated reclamation and abandonment costs. According to ASC 410, the fair value of an ARO is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. An offsetting asset retirement cost (“ARC”) is capitalized as part of the carrying value of the assets with which it is associated and depreciated over the useful life of the asset.

The Company prepares estimates of the timing and amount of expected cash flows when an ARO is incurred. The fair value of the ARO is measured by discounting the expected cash flows using a discount rate that reflects the credit adjusted risk-free rate of interest. The Company records the fair value of an ARO when it is incurred and later adjustments of the ARO are recorded as an adjustment to the corresponding ARC. The ARO is adjusted to reflect the passage of time (accretion cost) calculated by applying the discount rate implicit in the initial fair value measurement to the beginning-of-period carrying amount of the ARO. The Company records accretion costs to expense as incurred.

The Company pays value added tax (“VAT”) in Mexico as well as other countries. For exploration projects, the amounts paid are generally charged to expense as incurred because of the uncertainty of recoverability. Mexico law allows for certain VAT payments to be recovered through ongoing applications for refunds.

The Company recognized revenue from the*“Sale of Metals*” in the Consolidated Statements of Operations following the guidance of ASC 606 “Revenue Recognition”. Under the terms of the Company’s agreement with its customer, title passed, and revenue was recognized by the Company when the contractual performance obligations of the parties were completed. Refining and transport costs, deducted from the final payments made, were treated as third party

costs incurred after the transfer of control on provisional sales, and were therefore netted against revenue on an accrual basis.

The Company records stock-based compensation awards at fair value on the date of the grant and expenses the awards in the Consolidated Statements of Operations over the requisite employee service period on a straight-line basis (see Note 14). The fair value of the awards is based on the Company’s stock price on the date of the grant. The Company recognizes forfeitures as they occur.

The Company has adopted Accounting Standards Update (“ASU”) 2016-02 and ASU No. 2018-11, which requires lessees to recognize a right-of-use asset and a lease liability for all leases with terms greater than twelve months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.

Basic income (loss) per share is computed by dividing net income (loss) available to holders of the Company’s Common Stock by the weighted average number of shares of Common Stock outstanding for the period. Diluted income (loss) per share reflects the potential dilution that would occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock.

The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), on a tax jurisdictional basis. The Company files United States and certain other foreign country income tax returns, and pays taxes reasonably determined to be due. The tax rules and regulations in these countries are highly complex and subject to interpretation. The Company’s income tax returns are subject to examination by the relevant taxing authorities and in connection with such examinations, disputes can arise with the taxing authorities over the interpretation or application of certain tax rules within the country involved. In accordance with ASC 740, the Company identifies and evaluates uncertain tax positions and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet.

The Company classifies income tax related interest and penalties as income tax expense.

We manage our company asone reportable operating segment, exploration activities. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer. Financial information and annual exploration plans and forecasts are prepared and reviewed by the CODM at a consolidated level. The CODM assesses performance for the exploration activities segment and decides how to better allocate resources based on consolidated net income or loss that is reported on the Consolidated Statements of Operations. The Company’s objective in making resource allocation

decisions is to optimize the consolidated financial results. The accounting policies of our exploration activities segment are the same as those described in the summary of significant accounting policies herein. For single reportable segment-level financial information, total assets, and significant non-cash transactions, refer to the accompanying consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires enhanced disclosures about significant segment expenses and other segment items that are regularly provided to the chief operating decision maker. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 during the year ended December 31, 2025, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 during the year ended December 31, 2025, and the adoption did not have any significant impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03,Disaggregation of Income Statement Expenses, which is intended to improve financial reporting by requiring disaggregated disclosure of certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03,Business Combination and Consolidation: Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The ASU addresses transactions where the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business, and the acquisition is affected primarily by exchanging equity interests. The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements.

Velardeña Properties

In December 2023, the Company restarted operations at the Velardeña Properties. In February 2024, it was determined that the initial performance of both the mine and the processing plant did not achieve the expected results. On February 29, 2024, the Company announced that it had elected to discontinue operations at the Velardeña Properties and hold them for sale. Following that date, the Company shut down the Velardeña Properties and held them for sale.

We entered into sales agreements pursuant to which a privately held Mexican company (the “Velardeña Buyer”) agreed to purchase the Velardeña and Chicago mines, mining equipment and the sulfide plant, and agreed to purchase the oxide processing plant and water wells.

The sale of the Velardeña and Chicago mines, the sulfide processing plant and various related equipment pursuant to three of the sales agreements was completed on June 20, 2024, for $2.5 million plus VAT.

The Velardeña Buyer agreed to pay $3.0 million plus VAT on July 1, 2024, to complete the transaction covered by the fourth Velardeña Sales Agreement, which included the oxide processing plant and water wells. In accordance with ASC 360, the Company recorded an asset impairment charge of $411,000 to write down the remaining book value to the amount receivable per the agreement.

The Velardeña Buyer continued to make periodic payments to the Company rather the completing the payment of $3.0 million plus VAT on the date of the sale provided in the agreement. As a result, we did not transfer the title to the oxide plant and the water wells to the Velardeña Buyer during 2024, even though the Velardeña Buyer took operational control of the oxide plant in mid-year 2024. As at December 31, 2024, we had received $1.8 million from the Velardeña Buyer, which balance was shown as deferred revenue withinCurrent liabilities held for sale on the Consolidated Balance Sheets. The remaining balance of $1.2 million was received in 2025. The final payment was made, and the sale was completed on October 10, 2025, at which point, we transferred the title to the oxide plant and the water wells to the Velardeña Buyer. Upon completion of the transaction, the deferred revenue previously recorded related to the sale was recognized as part of gain on sale of assets held for sale.

Minera Labri

On August 28, 2024, the Company sold its wholly owned Mexican subsidiary, Minera Labri S.A. de C.V. (“Minera Labri”), to a private Mexican company for approximately $445,000. Minera Labri previously owned the Velardeña Properties’ sulfide plant, which together with the Velardeña mines, was sold to the Velardeña Buyer, as described above. At consummation of that sale, Minera Labri held no assets but held net operating losses and inflation-adjusted capital contributions.

Silex Argentina

On August 30, 2024, the Company entered into a binding letter agreement with Butte Energy Inc. (“Butte”) pursuant to which Butte acquired 100% of the issued and outstanding shares of Silex Argentina S.A. (the “Silex Shares”), the Company’s wholly owned subsidiary that owned the El Quevar Project, located in Argentina. The $3.5 million purchase price of the Silex Shares was paid in cash, as follows: (1) $500,000, as a non-refundable deposit, paid to the Company on September 3, 2024; (2) $500,000 paid to the Company upon execution of the Acquisition Agreement on September 27, 2024; and (3) $2.5 million paid to the Company when the transaction closed on October 24, 2024.

Yoquivo Project

On November 22, 2024, the Company completed the sale of its Yoquivo gold-silver project located in Chihuahua State, Mexico to Advance Metals Limited for total cash consideration of $570,000, plus VAT.

Minera de Cordilleras

In April 2025 the Company, through its subsidiaries, completed the sale of Minera de Cordilleras, a Mexican subsidiary holding tax losses andfive minor mining concessions, for $600,000.

Rodeo Property

We held a 100% interest in the Rodeo gold mine (the “Rodeo Property”) in Durango state, Mexico. Since we determined that the mineral resource at the Rodeo Property was depleted and was no longer considered to have reasonable prospects for economic extraction, mining activities at the Rodeo Property were concluded during 2023. The Company had recognized an asset retirement obligation of approximately $450,000. The Rodeo Property, including the related asset retirement obligation was sold, along with the sale of certain of our subsidiaries in Mexico, in December 2025 for total cash proceeds of $65,000. As at December 31, 2025, we hadno asset retirement obligation.

In connection with the sale, the buyer provided approximately $495,000 to fund the settlement of VAT obligations of the Mexican subsidiaries as part of the transaction closing mechanics. These funds were contractually restricted and held by the Company at December 31, 2025 solely for the purpose of settling the VAT liability, which was paid in January 2026.

The following table summarizes the major line items for the properties and entities described above that are included inLoss from discontinued operations, net of taxes in the Consolidated Statements of Operations:

The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations for each of the periods presented:

Asset Retirement and Reclamation Liabilities

The following table presents the changes in the Company’s asset retirement and reclamation liabilities for the years ended December 31, 2025 and 2024:

Cash and Cash Equivalents

The Company has reported $1.3 million and $3.2 million inCash and cash equivalents on the Consolidated Balance Sheets at December 31, 2025 and December 31, 2024 respectively. The Company maintains cash balances at financial institutions which may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk.

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Long-Term Investments

Investments in equity securities are generally measured at fair value. Gains and losses for equity securities resulting from changes in fair value are recognized in current earnings. If an equity security does not have a readily determinable fair value, the Company may elect to measure the security at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer. At the end of each reporting period, the Company reassesses whether an equity investment security without a readily determinable fair value qualifies to be measured at cost less impairment, considers whether impairment indicators exist to evaluate if an equity investment security is impaired and, if so, records an impairment loss.

Investment in Golden Gryphon Explorations Inc.

Long-term investments at December 31, 2025 and 2024 consist of approximately 1.7 million shares of Golden Gryphon Explorations Inc. (“GGE”). In 2019, the Company entered into an earn-in agreement with GGE for the Sand Canyon project located in northwestern Nevada. In August 2022, pursuant to the second amendment to the earn-in agreement by which the earn-in period was extended an additional year, the Company purchased approximately 1.5 million shares of GGE’s common stock for an aggregate purchase price of $225,000. In August 2023, the Company purchased approximately 200,000 shares of GGE’s common stock for an aggregate purchase price of $40,000.

For a description of the earn-in agreement with GGE, see “Exploration Properties — Sand Canyon” in Item 1 of our Form 10-K.

The GGE investment is accounted for at cost less impairment pursuant to ASC 321 “Accounting for Equity Interests” as there is no ready market for the shares and it is recorded as non-current investments on the Consolidated Balance Sheets. The Company concluded it was impractical to estimate fair value due to the absence of a public market for the stock. The Company identified no events or changes in circumstances that might have had a significant adverse effect on the carrying value of the investment and have therefore not recorded any impairment against the asset.

Credit Risk

The Company invests substantially all of its excess cash with high credit-quality financial institutions or in U.S. government or debt securities. Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument. For cash and equivalents and investments, credit risk represents the carrying amount on the balance sheet. The Company mitigates credit risk for cash and equivalents and investments by placing its funds and investments with high credit-quality financial institutions, limiting the amount of exposure to each of the financial institutions, monitoring the financial condition of the financial institutions and investing only in government and corporate securities rated “investment grade” or better. The Company invests with financial institutions that maintain a net worth of no less than $1 billion and are members in good standing with the Securities Investor Protection Corporation.

Prepaid expenses and other assets consist of the following:

At December 31, 2024, the Company recorded a net VAT paid in Mexico of $0.3 million, related to the Rodeo and Velardeña Properties, as a recoverable asset, which appears in “Value added tax receivable, net” on the Consolidated Balance Sheets. Mexico law allows for certain VAT payments to be recovered through ongoing applications for refunds. At December 31, 2024, the Company recorded approximately $172,000 of VAT payable as a reduction to the VAT receivable in Mexico.

As at December 31, 2025, we had no VAT receivable in Mexico. In connection with the sale of the Rodeo Property, the buyer provided approximately $495,000 to fund the settlement of VAT obligations of the Mexican subsidiaries as part of the transaction closing mechanics, the VAT liability was settled in January 2026 (Notes 4 and 10).

The Company has also paid VAT in other countries, primarily related to exploration projects, which has been charged to expense as incurred because of the uncertainty of recoverability.

The components of property, plant and equipment, net are as follows:

For the years ended December 31, 2025 and 2024, the Company recognized approximately $nil and $1,000, respectively, of depreciation expense.

During 2024, the Company recorded an asset impairment charge of $411,000, reducing the remaining book value of Plant 2 to the salvage value (Note 4), and also recorded an asset impairment charge of $150,000 reducing the remaining book value of the Santa Isabel mineral properties to zero. The Company evaluated its remaining long-lived assets at December 31, 2025 and 2024, and determined that no additional impairment was incurred.

We leased office space under a contract in June 2019 classified as an operating lease that expired in January 2025. The Company recorded a right-of-use asset of approximately $465,000 and a lease liability of approximately $450,000 during 2019 based on the net present value of the future lease payments discounted at 9.5%, which represented the Company’s incremental borrowing rate for purposes of applying the guidance of Topic 842. As required, the Company recognized a single lease cost on a straight-line basis.

Operating lease liabilities are included in “Other liabilities,” short term and long term (see Note 11), in the Company’s Consolidated Balance Sheets at December 31, 2025 and 2024.

The Company’s accounts payable and other accrued liabilities consist of the following:

December 31, 2025

Accounts payable and accruals at December 31, 2025 are primarily related to amounts due to contractors and joint venture partners in the amounts of $158,000 related to exploration work in Argentina, $405,000 related to corporate administrative and exploration activities, and $495,000 VAT payable. Funds received for settling this VAT payable are recognized as restricted cash.

Accrued employee compensation and benefits at December 31, 2025 consist of $250,000 estimated contingent obligation for the labor claims in Argentina (Note 16), and $56,000 of accrued employee vacation payable.

December 31, 2024

Accounts payable and accruals at December 31, 2024, are primarily related to amounts due to contractors and suppliers in the amounts of $700,000 related to the Rodeo and Velardeña Properties and $500,000 related to corporate administrative and exploration activities.

Accrued employee compensation and benefits at December 31, 2024, consist of $230,000 of accrued severance related to the Company’s Velardeña Properties, $100,000 of accrued vacation payable and $69,000 related to salaries, withholding taxes and benefits payable. Included in the $399,000 of accrued employee compensation and benefits is $321,000 related to activities at the Velardeña Properties.

Other Current Liabilities

The following table sets forth the Company’s other current liabilities:

Financial assets and liabilities and nonfinancial assets and liabilities are measured at fair value on a recurring basis under a framework of a fair value hierarchy which prioritizes the inputs into valuation techniques used to measure fair value into three broad levels. This hierarchy gives the highest priority to quoted prices (unadjusted) in active markets and the lowest priority to unobservable inputs. Further, financial assets and liabilities should be classified by level in their entirety based upon the lowest level of input that was significant to the fair value measurement. The three levels of the fair value hierarchy per ASC 820 “Fair Value Measurement” are as follows:

Level 1: Unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2: Quoted prices in inactive markets for identical assets or liabilities, quoted prices for similar assets or liabilities in active markets, or other observable inputs either directly related to the asset or liability or derived principally from corroborated observable market data.

Level 3: Unobservable inputs due to the fact that there is little or no market activity. This entails using assumptions in models which estimate what market participants would use in pricing the asset or liability.

The following table summarizes the Company’s financial assets and liabilities measured on a recurring basis at fair value by respective level of the fair value hierarchy:

The Company’s cash equivalents, comprised principally of U.S. treasury securities, are classified within Level 1 of the fair value hierarchy.

At December 31, 2025 and 2024, the Company did not have any financial assets or liabilities classified within Level 2 or Level 3 of the fair value hierarchy.

Non-recurring Fair Value Measurements

The Company recorded a change in estimate to its ARO as of December 31, 2025 and 2024 of approximately $nil and $16,000, respectively (see Note 4), reflecting a change in the fair value of the ARO primarily as the result of changes in assumptions related to the amount and timing of future expenditures used in the determination of future cash flows, the change in inflation assumptions, and the change in the discount rate, following the guidance of ASC 410. The fair value analysis was performed internally by the Company. The valuation falls within Level 3 of the fair value hierarchy.

No other non-recurring fair value adjustments to liabilities or long-lived assets were recorded during the years ended December 31, 2025 and 2024.

The Company accounts for income taxes in accordance with the provisions of ASC 740 on a tax jurisdictional basis. As at December 31, 2025 and 2024 no provision for income taxes was recognized. The Company did not record any current or deferred tax expense during the years ended December 31, 2025 and 2024.

For the year ended December 31, 2025, the loss from continuing operations before income taxes included a domestic loss of approximately $1.1 million and a foreign loss of approximately $1.1 million. For the year ended December 31, 2024, the entire loss from operations before income taxes pertained to the operations in the United States.

A reconciliation of the provision for income taxes computed at thestatutory rate to the provision for income taxes as shown in the Consolidated Statements of Operations is summarized below.

The Company’s state and local income tax effect for the year ended December 31, 2025 primarily relates to filing obligations in the state of Delaware, which constitute substantially all of the state and local income tax effect reflected in the reconciliation above.

The components of the deferred tax assets and deferred tax liabilities are as follows:

In accordance with ASC 740, the Company presents deferred tax assets net of its deferred tax liabilities on a tax jurisdictional basis on its Consolidated Balance Sheets. The net deferred tax liability as of December 31, 2025 and 2024 was $nil.

At December 31, 2025 the effect of foreign earnings totaling $45.2 million primarily relates to the disposition of certain foreign subsidiaries, largely associated with operations in Mexico. These transactions resulted in a reduction of deferred tax assets, particularly those related to net operating loss carryforward, as the associated future tax benefits are no longer expected to be realized within the disposed entities.

At December 31, 2025 the Company had net operating loss carryforwards in the U.S. and in certain non-U.S. jurisdictions totaling $199.5 million. In the U.S. there are $97.5 million of net operating loss carryforwards, $29.9 million of which have no expiration, while the remaining losses will expire in future years through 2038. In the remaining non-U.S. countries, there are $7.2 million of net operating loss carryforwards related to Minera William S.A. de C.V., which will expire in future years through 2032, $84.7 million in Spain, which have no expiration date, and $10.1 million in other non-U.S. countries (including Argentina and Canada), which will expire in future years through 2043.

The valuation allowance offsetting the net deferred tax assets of the Company of $53.1 million and $100.2 million at December 31, 2025 and 2024, respectively, relates primarily to the uncertain utilization of certain deferred tax assets, primarily net operating loss carryforwards, in various tax jurisdictions. The Company continually assesses both positive and negative evidence to determine whether it is more likely than not that deferred tax assets can be realized prior to their expiration.

The Company, a Delaware corporation, and its subsidiaries file tax returns in the United States and in various foreign jurisdictions. The tax rules and regulations in these countries are highly complex and subject to interpretation. The Company’s tax returns are subject to examination by the relevant taxing authorities and in connection with such examinations, disputes can arise with the taxing authorities over the interpretation or application of certain tax rules within the country involved. In accordance with ASC 740, the Company identifies and evaluates uncertain tax positions and recognizes the impact of uncertain tax positions for which there is less than a more-likely-than-not probability of the position being upheld upon review by the relevant taxing authority. Such positions are deemed to be “unrecognized tax benefits” which require additional disclosure and recognition of a liability within the financial statements. If recognized, none of the unrecognized tax benefits would affect the Company’s effective tax rate.

The following table provides a reconciliation of the beginning and ending amount of gross unrecognized tax benefits, which excludes any estimated penalties and interest on all identified unrecognized tax benefits. The Company had no unrecognized tax benefits at December 31, 2025 and 2024.

Tax years as early as 2019 remain open and are subject to examination in the Company’s principal tax jurisdictions. The Company does not expect a significant change to its net unrecognized tax benefits over the next twelve months. No interest and penalties were recognized in the Consolidated Statement of Operations for the year ended December 31, 2025 or 2024, and there were no interest and penalties recognized in the Consolidated Balance Sheets as of December 31, 2025 and 2024. The Company classifies income tax related interest and penalties as income tax expense.

Equity Incentive Plans

Under the Company’s Amended and Restated 2009 Equity Incentive Plan (the “2009 Plan”) awards of the Company’s common stock could be made to officers, directors, employees, consultants and agents of the Company and its subsidiaries. Following the adoption of the 2023 Plan, no further awards may be made under the 2009 Plan.

In May 2023, the Company’s stockholders approved the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) to replace the 2009 Plan. Under the 2023 Plan, awards of the Company’s common stock may be made to officers, directors, employees, consultants and agents of the Company and its subsidiaries. The 2023 Plan was amended in 2024 to increase the number of shares of common stock of the Company issuable under the plan to 1.4 million shares. The 2023 Plan expires on February 23, 2033. Permitted awards under the 2023 Plan include options, stock appreciation rights, restricted stock, restricted stock units, performance stock units, and other cash and stock-based awards. The Company recognizes stock-based compensation costs using a graded vesting attribution method whereby costs are recognized over the requisite service period for each separately vesting portion of the award.

Restricted Stock Grants

The following table summarizes the status and activity of the Company’s restricted stock grants at December 31, 2025 and 2024, and the changes during the years then ended:

During the years ended December 31, 2025 and 2024, the Company recognized approximately $3,000 and $20,000, respectively, of stock compensation expense related to the restricted stock grants.

Restricted Stock Units

The 2009 Plan permitted the Company to issue Restricted Stock Units (“RSUs”), which entitle each recipient to receive one unrestricted share of common stock upon termination of the recipient’s employment or board service. Also,

pursuant to the 2009 Plan, the Company’s Board of Directors adopted the Non-Employee Director’s Deferred Compensation and Equity Award Plan (the “Deferred Compensation Plan”). Pursuant to the Deferred Compensation Plan, non-employee directors received a portion of their compensation in the form of RSUs issued under the 2009 Plan. The 2009 Plan RSUs generally vest on the first anniversary of the grant.

The 2023 Plan permits the Company to issue RSUs, which entitle each recipient to receive one unrestricted share of common stock upon termination of the recipient’s employment or board service. Under the 2023 Plan, one-half of the shares vest equally on the first and second anniversaries of the grant date.

The following table summarizes the status and activity of the Company’s RSUs at December 31, 2025 and 2024, and the changes during the years then ended:

For the years ended December 31, 2025 and 2024, the Company recognized approximately $310,000 and $381,000, respectively, of stock compensation expense related to the RSUs.

Common Stock Warrants

The following table summarizes the status and activity of the Company’s common stock warrants at December 31, 2025 and 2024, and the changes during the years then ended:

Warrants outstanding as of December 31, 2025 are as follows:

All outstanding warrants are recorded in equity at December 31, 2025 and 2024 following the guidance established by ASC 815-40 “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. The Company’s warrants allow for the potential settlement in cash if certain extraordinary events are effected by the Company, including a 50% or greater change of control in the Company’s common stock. Since those events have been deemed to be within the Company’s control, the Company continues to apply equity treatment for these warrants.

For the years ended December 31, 2025 and 2024, the Company recognized approximately $95,000 and $75,000 respectively of interest and other income primarily related to interest income from cash deposits.

Unifin Lawsuit

During April 2021, the Company became aware of a lawsuit in Mexico against one of the Company’s Mexican subsidiaries, Minera William, S.A. de C.V. (“Minera William”). The plaintiff in the matter was Unifin Financiera, S.A.B de C.V. (“Unifin”). The lawsuit was assigned to the Fifth Specialized Commercial District Court. In November 2022, the Company was formally served with the complaint in connection with the lawsuit and in December 2022 the Company filed its answer to the complaint. As a preemptive measure, Unifin obtained a preliminary court order freezing Minera William’s bank accounts in Mexico, which limited the Company’s and Minera William’s ability to access approximately $153,000.

The Company and Unifin agreed to settle the dispute in late 2023. During the first quarter of 2024, the Court unfroze the Minera William bank accounts, and the bank remitted the funds to Unifin as per the settlement agreement. The court also published a writ stating that the parties had complied with the settlement agreement and declared that Unifin has withdrawn the lawsuit against Minera William.

On June 13, 2024, the Trial Court published the judgment in the commercial oral proceeding initiated by Unifin against Minera William, Procesadora de Minerales de Durango, and Jorge Alberto Samaniego Mota. Since Unifin and Minera William had previously settled the dispute and Unifin desisted or withdrew its action against Minera William, the company was not condemned in the judgment. Procesadora de Minerales de Durango and Jorge Alberto Samaniego Mota were ordered to pay all the amounts claimed by Unifin. However, the judgment states that Minera William, Procesadora de Minerales de Durango, and Jorge Samaniego Mota are jointly and severally liable to Unifin. The Company believes the Judge should not have ruled on whether or not Minera William was jointly and severally liable. Moreover, the Judge did not assess Minera William’s arguments that it was not jointly and severally liable to Unifin. Minera William appealed that ruling as it is clearly contrary to the settlement agreement between Unifin and Minera William.

On June 11, 2025, the Appellate Court dismissed Minera Williams appeal, on the grounds that it lacks legal standing, as the judgment issued in the original proceeding does not cause it any harm. Regarding the risk raised by Minera William concerning a potential repetition action by the co-defendants Procesadora and Samaniego, the Appellate Court found such risk to be unfounded, as it is merely a hypothetical scenario that, to date, has not resulted in any harm to Minera William. The Company currently believes that it is unlikely any future liability will arise from this judgement.

Claims Related to Shutdown or Reduction of Operations

Ten former employees of some of the Company’s Mexican subsidiaries filed labor claims in 2024 against the subsidiary companies claiming the companies had not compensated them properly for their termination. As at December 31, 2024, a severance accrual was estimated and recorded in connection with these lawsuits for $230,000. All such claims were settled during 2025 as part of the sale of certain of our Mexican subsidiaries. As at December 31, 2025, there wasno severance accrual recorded in our consolidated financial statements.

One supplier of some of the Mexican subsidiaries filed a lawsuit in 2024 against the subsidiary companies for non-payment for services rendered. In total, the supplier is seeking approximately $55,000 and this amount was recorded in accounts payable as of December 31, 2024. As with labor claims, all liabilities related to suppliers was settled as part of the sale of certain of our Mexican subsidiaries in 2025.

In 2025, we received three labor claims against our Argentina subsidiary from former employees seeking compensation. As of December 31, 2025, we have accrued $250,000 for these matters, representing our best estimate of a probable loss. We intend to vigorously defend these claims.

As a result of the Company’s reduced or ceased operations in the US, Mexico, and Argentina, the Company has been and may in the future be exposed to claims from former employees, labor unions, suppliers, consultants or contractors and tax and environmental claims, which may individually or in the aggregate be material.

Mexican Mining Concession

In July 2025, the Company was notified by the Mexican Mining Registry of an outstanding balance of approximately $403,000 in fees, penalties, and late fees related to the Rucio mining concession, originally requested by Minera de Cordilleras, a subsidiary that was sold earlier in 2025. Under the terms of the sale the Company would be responsible for this claim.

Based on the Mining Registry files, the Rucio concession was originally requested in 2011 by a former manager of Minera de Cordilleras. The concession was not issued until 2018, and the Company was never notified of its issuance or of any associated payment obligations.

The Company elected not to make payment pending further investigation, and the concession has since been cancelled by the Mining Registry. The Mining Registry has not commenced an enforcement action related to the alleged fees. If filed, the Company plans to challenge the validity of the claim, citing irregularities in the timing of the concession’s issuance and notification. The Company initiated a concession annulment action during November 2025.

As of December 31, 2025, no provision has been recorded, as management believes that the outcome of this matter is uncertain and that any potential loss cannot be reasonably estimated.

The Company conducts exploration and mining activities primarily in Mexico and Argentina, and gains and losses on foreign currency transactions are related to those activities. The Company’s functional currency is the U.S. dollar but certain transactions are conducted in the local currencies resulting in foreign currency transaction gains or losses.

The following sets forth information regarding transactions between the Company (and its subsidiaries) and its officers, directors and significant stockholders.

Accounting and Financial Reporting Services

The Company has outsourced certain aspects of its accounting functions to Avisar Everyday Solutions Ltd. (“Avisar”). The Chief Financial Officer of the Company, effective June 1, 2025, is a director, an officer, and a principal shareholder of Avisar. During the period from June 1, 2025 to December 31, 2025, the Company incurred $84,711 for consulting services provided by Avisar. This amount includes payment for CFO services and the Company does not incur any cash cost to the CFO directly. As of December 31, 2025, the amount owing to Avisar was $13,237.

Directors Compensation

As of December 31, 2025, amounts owned to directors for their fees and expense reimbursements total $211,367 and are included in accounts payable and other accrued liabilities on the Consolidated Balance Sheet (As of December 31, 2024 - $209,408). Additional details regarding individual director compensation are included in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders.

Equity Compensation Grant

On February 26, 2026, the Company granted 200,000 RSUs to the Company’s CFO under the equity incentive plan. The RSUs vest in two equal installments, with 50% vesting on the first anniversary of the grant date and the remaining 50% vesting on the second anniversary of the grant date, subject to continued service with the Company.