FTCO Fortitude Gold Corporation (QB)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-K

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☒      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the fiscal year ended December 31, 2023

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OR

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☐       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Commission file number: 333-249533

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FORTITUDE GOLD CORPORATION

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (719) 717-9825

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Securities registered pursuant to Section 12(b) of the Act:

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Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐   No x

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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐   No x

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Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No ☐

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Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes x   No ☐

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 232.405 of this chapter) is not contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No x

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive‐based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D‐1(b). ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

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The aggregate market value of the Registrant’s Common Stock held by non-affiliates on June 30, 2023 (the last business day of the Registrant’s most recently completed second fiscal quarter) was approximately $143,000,000. Shares of Common Stock held by each executive officer and director and by each shareholder affiliated with a director or an executive officer have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of outstanding shares of the Registrant’s Common Stock as of February 26, 2024 was 24,141,209.

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Documents Incorporated by Reference

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Not applicable.

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CAUTIONARY STATEMENT

Descriptions of agreements or other documents contained in this report are intended as summaries and are not necessarily complete. Please refer to the agreements or other documents filed or incorporated herein by reference as exhibits. Please see Item 15. Exhibits for a complete list of those exhibits.

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by words such as “plan,” “target,” “anticipate,” “believe,” “estimate,” “intend”, “expect,” “may,” “should,” “will,” “likely,” and similar expressions with respect to future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Rather, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. If you are risk-averse, you should NOT buy shares in Fortitude Gold Corporation.  Unexpected events happen and are likely to change forecasts and targets. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

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Any forward-looking statement made by us in this annual report on Form 10-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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PART I

Item 1. Business

Fortitude Gold Corporation was organized under the laws of the State of Colorado on August 11, 2020.  In this report, “Company,” “our,” “us” and “we” refer to Fortitude Gold Corporation together with its subsidiaries, unless the context otherwise requires.

We are a mining company which pursues gold and silver projects that are expected to have both low operating costs and high returns on capital. We are presently focused on mineral production from our Isabella Pearl Mine in Nevada. The ore mined at Isabella Pearl is processed on site at our processing facilities and sold to a refiner as doré, which contains precious metals of gold and silver. We also continue exploration and evaluation work on our portfolio of other precious metal properties in Nevada and continue to evaluate other properties for possible acquisition.

We own 100% of eight properties in Nevada, totaling 2,302 claims, which include 2,228 unpatented lode and placer mineral claims, and 74 mill site claims covering approximately 40,176 acres, subject to the paramount title of the United States of America, under the administration of the Bureau of Land Management (“BLM”). Under the Mining Law of 1872, which governs the location of unpatented claims on federal lands, the owner (locator) has the right to explore, develop, and mine minerals on unpatented claims without payments of production royalties to the U.S. government, subject to the surface management regulations of the BLM. Currently, annual claim maintenance fees are the only federal payments related to unpatented claims. In 2023, we paid approximately $432,750 in annual claim maintenance fees to various counties and the BLM.

In addition to the unpatented claims, we also own 22, and lease one, patented mining claims covering approximately 180 acres and an additional 202.5 acres of fee lands.  Patented claims and fee lands unlike unpatented claims, pass title to the holder.  The patented claims and fee lands are subject to payment of annual property taxes made to the county where they are located.  Annual property taxes on our patented claims and fee lands have been paid through June 30, 2024.

All our properties are located in Nevada, seven are located in the Walker Lane Mineral Belt which is known for its significant and high-grade gold and silver production and one in west-central Nevada. Activities at our properties in Nevada range from exploration at Intrepid, Dauntless and Ripper, mineral delineation at Mina Gold and East Camp Douglas, resource definition, engineering and permitting at County Line and Golden Mile, to production at Isabella Pearl. We believe that our Nevada properties have excellent potential for additional discoveries of both bulk tonnage replacement-type and bonanza-grade vein-type gold deposits, similar to other gold deposits historically mined by other companies in the Paradise Peak, Borealis, Bodie, Tonopah, Goldfield, and Rochester districts.

Condition of Physical Assets and Insurance

Our business is capital intensive and requires ongoing investment for the replacement, modernization or expansion of equipment and facilities. Insurance coverage against property loss at our Isabella Pearl mine is limited. Insuring certain facilities, including the open pit and the heap leach pad, from natural occurrences like earthquakes are currently cost prohibitive. Such insurance contains exclusions and limitations on coverage, particularly with respect to property loss, environmental liability, and political risk. There can be no assurance that claims would be paid under such insurance policies in connection with a particular loss.

Environmental Matters

We conduct our operations while protecting the environment and believe our operations are in compliance with applicable laws and regulations in all material respects. Our operating mine has a reclamation plan in place that we believe meets all applicable legal and regulatory requirements. At December 31, 2023, $6.5 million was accrued on our consolidated balance sheet for reclamation costs relating to our properties.

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Competitive Business Conditions

The acquisition of gold and silver properties is subject to intense competition. Identifying and evaluating potential mining prospects is a costly and time-consuming endeavor. We may be at a competitive disadvantage compared to many other companies with regard to exploration and, if warranted, advancement of mining properties. We believe that competition for acquiring mineral prospects and retaining experienced mining professionals will continue to be intense in the future.

Government Regulations and Permits

In the U.S., an unpatented mining claim on unappropriated federal land may be acquired pursuant to procedures established by the Mining Law of 1872 and other federal and state laws. These acts generally provide that a citizen of the U.S. (including a corporation) may acquire a possessory right to develop and mine valuable mineral deposits discovered upon appropriate federal lands, provided that such lands have not been withdrawn from mineral location, e.g., national parks, military reservations and lands designated as part of the National Wilderness Preservation System. The validity of all unpatented mining claims is dependent upon inherent uncertainties and conditions. These uncertainties relate to such non-record facts as the sufficiency of the discovery of minerals, proper posting and marking of boundaries, and possible conflicts with other claims not determinable from descriptions of record. Prior to discovery of a locatable mineral on an unpatented mining claim, the mining claim may be open to location by others unless the owner is in possession of the claim.

To maintain an unpatented mining claims in good standing, the claim owner must file with the Bureau of Land Management (“BLM”) an annual maintenance fee ($165 for each claim, which may change year to year), a maintenance fee waiver certification, or proof of labor or affidavit of assessment work, all in accordance with the laws at the time of filing which may periodically change.

In connection with mining, milling and exploration activities, we are subject to United States federal, state and local laws and regulations governing the protection of the environment, including laws and regulations relating to protection of air and water quality, hazardous waste management and mine reclamation as well as the protection of endangered or threatened species. The departments responsible for the environmental regulation include the United States Environmental Protection Agency (“EPA”), the Nevada Department of Environmental Protection (NDEP), the Bureau of Land Management (“BLM”) and the Nevada Department of Wildlife (“NDOW”). Any of these and other regulators have broad authority to shut down and/or levy fines against facilities that do not comply with their environmental and operational regulations or standards. Potential areas of environmental consideration for mining companies, including ours, include but are not limited to, acid rock drainage, cyanide containment and handling, contamination of water sources, dust, and noise.

We have obtained the permits necessary to develop, construct, and operate our Isabella Pearl Mine.  In connection with these permits and exploration activities in Nevada, we are subject to various federal, state and local laws and regulations governing protection of the environment, including, but not limited to, the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Endangered Species Act; the Federal Land Policy and Management Act; the National Environmental Policy Act; the Resource Conservation and Recovery Act; and related state laws. These laws and regulations are continually changing and are generally becoming more restrictive.

Customers

For both the years ended December 31, 2023 and 2022, one customer accounted for 98% and 97%, respectively, of our revenue from our Isabella Pearl mine. In the event that our relationship with this customer is interrupted for any reason, we believe that we would be able to locate another entity to purchase our products. However, any interruption could temporarily disrupt the sale of our principal products and adversely affect our operating results. We periodically review our options for alternative sales outlets to mitigate the concentration of risk in case of any unforeseen disruptions.

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Human Capital Resources

We have 68 full-time employees, four of which serve as our executive officers. These individuals devote all of their business time to our affairs.

We contract for the services of approximately 28 individuals employed by third parties in Nevada and also use various independent contractors for environmental permitting, mining, surface exploration drilling and trucking.

We believe we have a good morale and a dedicated workforce. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees. The principal purposes of our Equity Incentive Plan are to attract, retain and motivate selected employees and directors through the granting of stock-based compensation awards. Competition to identify, hire and retain employees from the small pool of industry experienced professionals is and will continue to be a challenge.

Office Facilities

Our executive and administrative headquarters are located at 2886 Carriage Manor Point, Colorado Springs, Colorado 80906 under a renewable one-year lease at a cost of $5,000 per month.

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Item 1A. Risk Factors

The price of our common stock may be materially affected by a number of risk factors, including those summarized below:

Financial Risks

Our results of operations, cash flows and the value of our properties are highly dependent on the market prices of gold and to a lesser extent silver and these prices can be volatile. The profitability of our gold and silver mining operations and the value of our mining properties are directly related to the market price of gold and silver. The price of gold and silver may also have a significant influence on the market price of our common stock. The market price of gold and silver historically has fluctuated significantly and is affected by numerous factors beyond our control. These factors include supply and demand fundamentals, global or national political or economic conditions, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar and other currencies, interest rates, gold and silver sales and loans by central banks, forward sales by metal producers, accumulation and divestiture by exchange traded funds, and a number of other factors.

We derive our revenue from the sale of gold and silver and our results of operations will fluctuate as the prices of these metals change. A period of significant and sustained lower gold and silver prices would materially and adversely affect our results of operations and cash flows. The volatility of mineral prices represents a substantial risk which no amount of planning or technical expertise can fully mitigate and/or eliminate. In the event mineral prices decline or remain low for prolonged periods of time, we may be unable to continue operations and/or develop our existing exploration properties, which may adversely affect our results of operations, financial performance, and cash flows. An asset impairment charge may result from the occurrence of unexpected adverse events that impact our estimates of expected cash flows generated from our producing properties or the market value of our non-producing properties, including a material diminution in the price of gold or silver.

During 2023, the price of gold, as measured by the London P.M. fix, fluctuated from a low of $1,811 per ounce to a high of $2,078 per ounce while the price of silver fluctuated from a low of $20.09 per ounce to a high of $26.03 per ounce. As of February 26, 2024, gold and silver prices were $2,027 per ounce and $22.51 per ounce, respectively. The volatility in gold and silver prices is illustrated by the following table, which sets forth for each of the past five calendar years, the high, low, and average annual market prices in U.S. dollars per ounce of gold and silver based on the daily London P.M. fix:

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We may not continue to be profitable. During the fiscal year ended December 31, 2023, we reported net income of $17.0 million. Precious metal prices, specifically gold, have a significant impact on our profit margin and there is no assurance that we will be profitable in the future. Unexpected interruptions in our mining business may cause us to incur losses, or the revenue that we generate from production may not be sufficient to fund continuing operations including exploration and mine construction costs. Our failure to generate future profits may adversely affect the price of our common stock and shareholders may lose all or part of their investment.

We may require significant additional capital to fund our business plans. We may be required to expend significant funds to determine if proven and probable mineral reserves and/or measured and indicated resources exist at any of our non-producing properties, to continue exploration, and if warranted, develop our existing properties and to identify and acquire additional properties to diversify our property portfolio. If we receive the necessary permits and make a positive development decision, we may require significant additional capital to bring the project into production. We have spent, and may be required to continue to expend, significant amounts of capital for exploration, drilling, geological and geochemical analysis, assaying, feasibility studies, engineering, permitting, mine construction and development, and mining and process equipment in connection with our exploration, development, and production activities.

Our ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including our historical and current results of operations, the status of the national and worldwide economy, the price of gold, silver and other valuable metals, the condition of the debt and equity markets, permitting timeframes, and the costs associated with extracting minerals. We may need financing and if so, may not be successful in generating or obtaining the required financing, or if we can obtain such financing, such financing may not be on terms that are favorable to us. Not having the cash available and/or failure to obtain such additional financing could result in the delay or indefinite postponement of further mining operations or exploration and construction and the possible partial or total loss of our interest in our properties.

If we do not hedge our exposure to fluctuations in gold and silver prices, we may be subject to significant reductions in price. We do not use hedging transactions with respect to any of our gold and silver production and we do not expect to do so in the future. Accordingly, we are fully exposed to price fluctuations if precious metal prices decline. While the use of hedging transactions limits the downside risk of price declines, their use also may limit future revenues from price increases. Hedging transactions also involve the risk that the counterparty may be unable to satisfy its obligations.

Competition in the mining industry is intense, and we have limited financial and personnel resources with which to compete. Competition in the mining industry for desirable properties, investment capital, and experienced industry personnel is intense. Numerous companies headquartered in the United States (“U.S.”) and elsewhere throughout the world compete for properties and personnel on a global basis. We are a small participant in the precious metal mining industry due to our limited financial and personnel resources. We presently operate with a limited number of personnel and we anticipate operating in the same manner going forward. We compete with other companies in our industry to hire qualified personnel when needed to successfully discover deposits and operate our mine and processing facility. We may be unable to attract the necessary investment capital or personnel to fully explore and, if warranted, develop and operate our properties and we may be unable to acquire other desirable properties. We believe that competition for acquiring mineral properties, as well as the competition to attract and retain qualified personnel, is likely to continue to be intense in the future.

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Our ability to recognize the benefits of net losses is dependent on future cash flows and taxable income. We recognize deferred tax assets when the tax benefit is considered to be more likely than not of being realized; otherwise, a valuation allowance is applied against deferred tax assets. Assessing the recoverability of deferred tax assets requires management to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, our ability to realize the deferred tax assets could be impacted. Additionally, future changes in tax laws could limit our ability to obtain the future tax benefits represented by our deferred tax assets. As of December 31, 2023, we have not recorded a valuation allowance for our net deferred tax assets.

Our accounting and other estimates may be imprecise. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts and related disclosure of assets, liabilities, revenue and expenses at the date of the consolidated financial statements and reporting periods. The more significant areas requiring the use of management assumptions and estimates relate to:

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Future estimates and actual results may differ materially from these estimates as a result of using different assumptions, geologic models, or conditions. For additional information, see Critical Accounting Estimates in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 8 Financial Statements and Supplementary Data, Note 1 of Notes to Consolidated Financial Statements, and the risk factors set forth in this report.

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Our continuing reclamation obligations at our operations could require significant additional expenditures. We are responsible for the reclamation obligations related to disturbances located on all our properties. We have a liability on our balance sheet to cover the estimated reclamation obligations. However, there is a risk that any reserve could be inadequate to cover the actual costs of reclamation. Continuing reclamation obligations will require a significant amount of capital. There is a risk that we will be unable to fund these additional obligations. In addition, regulatory authorities may increase reclamation requirements to such a degree that it would not be commercially reasonable to continue mining and exploration activities, which may adversely affect our results of operations, financial performance and cash flows.

Operational Risks

Our production is currently limited to a single mine and any interruptions or stoppages in our mining activities would adversely affect our revenue. We are entirely dependent on revenues from a single mine to fund our operations. Any interruption in our ability to mine this location, such as a labor strike, natural disaster, or loss of permits would negatively impact our ability to generate revenue following such interruption. Additionally, if we are unable to discover new deposits, obtain the necessary permits in a timely manner, and economically develop additional mines, we will eventually deplete our reserves and will no longer generate revenue sufficient to fund our operations. A decrease in, or cessation of, our mining operations at this mine would adversely affect our financial performance and may eventually cause us to cease operations.

Our current property portfolio is limited to one producing property and our ability to remain profitable over the long-term will depend on our ability to expand and /or discover new deposits on this property, and /or identify, explore, discover, delineate, permit and develop additional properties. Gold and silver producers must continually replace reserves depleted by production to maintain production levels over the long term and provide a return on invested capital. Depleted

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reserves can be replaced in several ways, including expanding known ore bodies, locating new deposits, or acquiring interests in reserves from third parties. Exploration is highly speculative in nature, capital intensive, involves many risks and is frequently unproductive. Our current or future exploration programs may not result in new ore reserves. Even if significant mineralization is discovered, it will likely take many years from the initial phases of exploration until commencement of production, during which time the economic feasibility and projections of production may change.

From time to time, we may acquire mineral interests from other parties. Such acquisitions are based on an analysis of a variety of factors including historical third-party exploration results, estimates of and assumptions regarding the extent of mineral resources and/or reserves, the timing of production from such reserves and cash and other operating costs. In addition, we may rely on data and reports prepared by third parties (including the ability to permit and compliance with existing regulations) which may contain information or data that we are unable to independently verify or confirm. All these factors are uncertain and may have an impact on our ability to develop the properties.

As a result of these uncertainties, our exploration programs, any acquisitions which we may pursue, and permit timing may not result in the expansion or replacement of our current production with new ore reserves or operations, which could have a material adverse effect on our business, results of operations and financial position and the price of our common stock.

Estimates of proven and probable reserves are uncertain and the volume and grade of ore recovered may vary from our estimates. There has been no material change to our proven and probable reserves from December 31, 2022 to December 31, 2023, other than the changes from mining in 2023. Estimates of proven and probable reserves are subject to considerable uncertainty. Such estimates are, to a large extent, based on the market prices of gold and silver, as well as interpretations of geologic data obtained from drill holes and other exploration techniques. These prices and interpretations are subject to change. If we determine that certain of our estimated reserves have become uneconomic, we may be forced to reduce our estimates. Actual production may be significantly less than we expect.

Any material changes in mineral resource and reserve estimates may affect the economic viability of our current operations, our decision to place a new property into production and/or such property’s return on capital. There can be no assurance that mineral recoveries in small scale laboratory tests will be duplicated in a large-scale on-site operation in a production environment. Extended declines in market prices for gold or silver may render portions of our mineralization estimates uneconomic and result in reduced reported mineralization or adversely affect the commercial viability of one or more of our properties. Any material reductions in estimates of mineralization, or of our ability obtain additional mine permits and/or extract gold or silver, could have a material adverse effect on our results of operations, financial condition, and stock price.

If we are unable to achieve anticipated gold and silver production levels, our financial condition and results of operations will be adversely affected. We continue the processing of ore from the Isabella Pearl mine, based on estimates from our 2022 Proven and Probable Reserve report. However, risks related to reserve estimates, metallurgy, and/or mining dilution are inherent when working with extractable minerals. Future revenue from sales of gold and silver will be less than anticipated if the mined material’s ultimate metallurgic recovery of the run of mine (ROM) ore or crushed ore are different than lab results and estimates. Or if the mined material does not contain the concentration of gold and silver predicted by our geological exploration, studies, and reports. If revenue from sales of gold and silver are less than anticipated, we may not be able to recover our investment in our properties and our operations may be adversely affected. Our inability to realize production based on quarterly or annual projections may also adversely affect the price of our common stock. Our ability to secure additional mine permits may also affect operations and the price of our common stock.

Revenue from the sale of doré may be adversely affected by loss or damage during shipment and storage at our buyer’s facilities. We rely on third-party transportation companies to transport our doré to the buyer’s facilities for processing and further refining. The terms of our sales contracts with the buyers require us to rely on assay results from samples of our doré to determine the final sales value for our metals. Once the doré leaves our processing facility, we no longer have direct custody and control of these products. Theft, loss, road accidents, improper storage, fire, natural disasters, tampering or other unexpected events while in transit or at the buyer’s location may lead to the loss of all or a

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portion of our doré production. Such losses may not be covered by insurance and may lead to a delay or interruption in our revenue and as a result, our operating results may be adversely affected.

A significant delay or disruption in sales of doré as a result of the unexpected disruption in services provided by refiners could have a material adverse effect on results of operations.  We rely on third party refiners to refine, process and, in most cases, purchase, the gold and silver doré produced from our mine. Access to refiners on economic terms is critical to our ability to sell our products to buyers and generate revenues. We may periodically enter into agreements with refiners, some of which operate their refining facilities outside the United States, and we believe we currently have relationships with and/or contractual arrangements with a sufficient number of refiners so that the loss of any one refiner would not significantly or materially impact our operations or our ability to generate revenues. Nevertheless, services provided by a refiner may be disrupted by operational issues, new or increased tariffs, duties or other cross-border trade barriers, the bankruptcy or insolvency of one or more refiners or the inability to agree on acceptable commercial or legal terms with a refiner. Such an event or events may disrupt an existing relationship with a refiner or result in the inability to create a contractual relationship with a refiner, which may leave us with limited, uneconomical or no access to refining services for short or long periods of time. Any such delay or loss of access may significantly impact our ability to sell doré. We cannot ensure that alternative refiners would be available or offer comparable terms if the need for them were to arise or that it would not experience delays or disruptions in sales that would materially and adversely affect our results of operations.

Exploration and, if deemed feasible, permitting and development of mineral properties is inherently risky and could lead to unproductive properties and/or capital investments. Our long-term success depends on our ability to identify additional mineral deposits on our properties and any other properties that we may acquire and to develop one or more of those properties into commercially viable mining operations. Mineral exploration is highly speculative in nature, involves many risks and is frequently unproductive. These risks include unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment, or labor. The success of gold exploration is determined in part by the following factors:

Substantial expenditures are required to establish proven and probable reserves through detailed drilling and analysis, to develop metallurgical processes to extract metal and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade, metallurgy, rock competency, waste rock overburden, and proximity to infrastructure such as power, water and roads; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon such projects if we are unable to identify commercially exploitable mineral reserves and/or obtain the necessary regulatory permits for production. The decision to abandon a project may have an adverse effect on the market value of our common stock and our ability to raise future financing.

We may acquire additional exploration stage properties and our business may be negatively impacted if reserves are not located on acquired properties. We have in the past, and may in the future, acquire exploration stage properties. There can be no assurance that reserves will be identified on any properties that we acquire. We may experience negative reactions from the financial markets if we acquire additional properties and reserves are not located on acquired properties. These factors may adversely affect the trading price of our common stock and our financial condition and results of operations.

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To the extent that we seek to expand our operations and increase our reserves through acquisitions, we may experience issues in executing acquisitions, permitting, or integrating acquired operations. From time to time, we examine opportunities to make selective acquisitions in order to provide increased returns to our shareholders and to expand our operations and reported reserves and, potentially, generate synergies. The success of any acquisition depends on a number of factors, including, but not limited to:

There can be no assurance that we will be able to complete any acquisitions successfully, or that any acquisition will achieve the anticipated synergies or other positive results. Any material problems that we encounter in connection with such an acquisition could have a material adverse effect on our business, results of operations, financial position, or trading price of our common stock.

We rely on contractors to conduct a significant portion of our operations and construction projects. A significant portion of our operations and construction projects are currently conducted in whole or in part by third party contractors. As a result, our operations are subject to a number of risks, some of which are outside our control, including:

In addition, we may incur liability to third parties as a result of the actions of our contractors. The occurrence of one or more of these risks could adversely affect our results of operation, financial position, or the trading price of our common stock.

Increased operating and capital costs could adversely affect our results of operations.  Costs at any particular mining location are subject to fluctuation due to a number of factors, such as variable ore grade, changing metallurgy, and revisions to mine plans in response to the physical shape and location of the ore body, as well as the age and utilization rates for the mining and processing related facilities and equipment. In addition, costs are affected by the price and availability of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel, concrete and mining and processing related equipment and facilities. Commodity costs are, at times, subject to volatile price movements, including increases that could make production at certain operations less profitable. Further, changes in laws and regulations can affect

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commodity prices, uses and transport. Reported costs may also be affected by changes in accounting standards. A material increase in costs could have a significant effect on our results of operation and operating cash flow. We could have significant increases in capital and operating costs over the next several years in connection with the development of new projects and in sustaining and/or the expansion of existing mining and processing operations. Costs associated with capital expenditures may increase in the future as a result of factors beyond our control. Increased capital expenditures may have an adverse effect on the results of operation and cash flow generated from existing operations, as well as the economic returns anticipated from a new project.

Mining operations are subject to unique risks. The exploration for minerals, mine construction and mining operations, involve a high level of risk and are often affected by hazards outside of our control. Some of these risks include, but are not limited to, fires or floods, accidents, seismic activity and unexpected geological formations or conditions including noxious fumes or gases. The occurrence of one or more of these events in connection with our exploration, mine construction, or production activities may result in the death of, or personal injury to, our employees, other personnel or third parties, the loss of mining equipment, damage to or destruction of mineral properties or production facilities, monetary losses, deferral or unanticipated fluctuations in production, environmental damage, permitting and potential legal liabilities, all of which may adversely affect our reputation, business, prospects, results of operations and financial condition.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses. Exploration for and the production of minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Our operations are, and any future mining operations or construction we may conduct will be, subject to all the operating hazards and risks normally incident to exploring for and mining of mineral properties, such as, but not limited to:

Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures, potential revenues, permits and targeted production dates. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write down of our investment in those interests and losses with respect to past or future expenses.

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We do not, or cannot, insure against all of the risks to which we may be subject in our operations and development. While we currently maintain general commercial liability and limited property insurance in Nevada, we may be subject to liability for certain environmental, pollution or other hazards associated with mineral exploration and mine construction, and production for which insurance may not be available, which may exceed the limits of our insurance coverage, or which we may elect not to insure against because of premium costs, insurance policy exclusions or other reasons. We may also not be insured against all interruptions to our operations. Losses from these or other events may cause us to incur significant costs which could materially adversely affect our financial condition and our ability to fund activities on our properties. A significant loss could force us to reduce or suspend our operations and development.

Regulatory Risk Factors

Our operations are subject to permitting requirements which could result in the delay, suspension, or termination of our operations. Our operations, including our ongoing exploration drilling programs and production, require permits from numerous governmental authorities. If we cannot obtain or maintain the necessary permits or if there is a delay in receiving future permits, our timetable and business plan will be adversely affected. We have from time to time relied on third party environmental firms to assist in our efforts to obtain and remain current with required regulations and permits. While we attempt to manage and oversee third party firms, we are dependent on the firms to operate in a professional and knowledgeable manner.

Our activities are subject to significant environmental regulations, which could raise the cost of doing business or adversely affect our ability to develop our properties. Significant state and federal environmental laws and regulations in the U.S. may hinder our ability to explore, develop, and operate. Federal laws that govern mining claim location and maintenance and mining operations on federal lands are generally administered by the Bureau of Land Management. Additional federal laws, governing mine safety and health, also apply. State laws also require various permits and approvals before exploration, development or production operations can begin. Among other things, a reclamation plan must typically be prepared and approved with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. Local jurisdictions may also impose permitting requirements (such as conditional use permits or zoning approvals).

Title to mineral properties can be uncertain. Our ability to explore and operate our properties depends on the validity of our title to that property. Our U.S. mineral properties include patented and unpatented mining claims. Unpatented mining claims provide only possessory title and their validity is often subject to contest by third parties or the federal government, which makes the validity of unpatented mining claims uncertain and generally riskier. Uncertainties inherent in mineral properties relate to such things as the sufficiency of mineral discovery, proper posting and marking of boundaries, assessment work and possible conflicts with other claims not determinable from public record. There may be valid challenges to the title to our properties which, if successful, could impair development and/or operations.

Changes in environmental regulations could adversely affect our cost of operations or result in operational delays. The regulatory environment in which we operate is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. New environmental laws and regulations or changes in existing environmental laws and regulations could have a negative effect on exploration activities, operations, production levels and methods of production.

We cannot predict at this time what changes, if any, to federal laws or regulations may be adopted or imposed by the Biden Administration. We cannot provide any assurance that future changes in environmental laws and regulations will not adversely affect our current operations or future projects. Any changes to these laws and regulations, or permit delays, could have an adverse impact on our financial performance and results of operations by, for example, requiring changes to operating constraints, technical criteria, fees, permit timing or financial assurance requirements.

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Construction of mine and process facilities is subject to all of the risks inherent in construction and start-up, including delays and costs of construction in excess of our projections. When applicable, many factors could delay or prevent the start or completion of, or increase the costs of, future projects or ongoing construction projects at our mine and process facility, including:

If any of the foregoing events, or unforeseen others, were to occur, our financial condition could be adversely affected and we may be required to seek additional capital, which may not be available on commercially acceptable terms, or at all. If we are unable to complete such construction, we may not be able to recover any costs already incurred. Even if construction of a mine and processing facility is completed as scheduled, the costs could exceed our expectations and result in a materially adverse effect on our business, results of operations, financial condition, and cash flows.

Risks Related to Our Common Stock

Our stock price may be volatile and as a result you could lose part or all of your investment. In addition to other risk factors identified and due to volatility associated with equity securities in general, our stock prices could decline due to the impact of numerous factors, including:

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Stock markets in general have experienced extreme price and volume fluctuations and the market prices of individual securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, you may be unable to sell your shares at a desired price.

Issuances of our stock in the future could dilute existing shareholders and adversely affect the market price of our common stock. Our Directors have the authority to issue up to 200,000,000 shares of common stock, 20,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without shareholder approval. As of February 26, 2024, there were 24,141,209 outstanding shares of common stock, 192,000 options issued and outstanding, no outstanding shares of preferred stock and no outstanding warrants. Future issuances of our securities could be at prices substantially below the price paid for our common stock by our current shareholders. The issuance of a significant amount of our common stock may have a disproportionately large impact on our share price compared to larger companies.

Awards of our shares and stock options to employees may not have their intended effect. A portion of our total compensation program for our executive officers and key personnel includes the award of shares and options to buy shares of our common stock. If the price of our common stock performs poorly, such performance may adversely affect our ability to retain or attract critical personnel. In addition, any changes made to our stock option policies or to any other of our compensation practices which are made necessary by governmental regulations or competitive pressures could affect our ability to retain and motivate existing personnel and recruit new personnel.

Our directors and officers may be protected from certain types of lawsuits. The laws of Colorado provide that our directors will not be liable to us or our shareholders for monetary damages for all but certain types of conduct as directors of the company. Our bylaws permit us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions of these items may have the effect of preventing shareholders from recovering damages against our directors caused by their negligence, poor judgment, or other circumstances. The indemnification provisions may require us to use our limited assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

We may issue shares of preferred stock that would have a liquidation preference to our common stock. Our Articles of Incorporation currently authorize the issuance of 20,000,000 shares of preferred stock. Our board of directors has the power to issue shares without shareholder approval, and such shares can be issued with such rights, preferences, and limitations as may be determined by our board of directors. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of any holders of preferred stock that may be issued in the future. As of February 26, 2024, there was no preferred stock outstanding.

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Although we presently have no commitments or agreements to issue any shares of preferred stock, authorized and unissued preferred stock could delay, discourage, hinder or preclude an unsolicited acquisition of our Company, could make it less likely that shareholders receive a premium for their shares as a result of any such attempt, and could adversely affect the market prices of, and the voting and other rights, of the holders of our shares of common stock.

Our Shareholder Rights Agreement may not be in the best interest of our shareholders. On October 15, 2020, we adopted a Shareholders Rights Agreement, commonly called a "Poison Pill", and declared a dividend of one Series A Right and one Series B Right, or collectively the Rights, for each share of our common stock which was outstanding on October 15, 2020. The Rights have certain anti-takeover effects and will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our Board of Directors. The effect of the Rights may be to discourage a third party from attempting to obtain a substantial position in our common stock or seeking to obtain control of us. To the extent any potential acquisition is deterred by the Rights, the Rights may make the removal of management difficult even if the removal would be considered beneficial to our shareholders generally and may have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by our management.

You may have difficulty depositing your shares with a broker or selling shares of our common stock. Many securities brokers will not accept securities for deposits and will not sell securities which trade in the over-the-counter market.

Further, for a securities broker which will accept deposit and agree to sell such securities in the over-the-counter market under certain circumstances, such broker may first require the customer to complete a questionnaire detailing how the customer acquired the shares, provide the securities broker with an opinion of an attorney concerning the ability of the shares to be sold in the public market, and pay a “legal review” fee which in some cases can exceed $1,000.

For these reasons, shareholders may have difficulty selling shares of our common stock.

General Risk Factors

We are dependent upon information technology systems, which are subject to disruption, damage, failure, and risks associated with implementation and integration. We are dependent upon information technology systems in the conduct of our operations. Our information technology systems are subject to disruption, damage, or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters, and defects in design. Cybersecurity incidents, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data. Various measures have been implemented to manage our risks related to information technology systems and network disruptions. However, given the unpredictability of the timing, nature and scope of information technology disruptions, we could potentially be subject to production downtimes, operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations.

We may also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into our operations. If we are not able to successfully implement system upgrades or modifications, we may have to rely on manual reporting processes and controls over financial reporting that have not been planned, designed, or tested. Various measures have been implemented to manage our risks related to the system upgrades and modifications, but system upgrades and modification failures could have a material adverse effect on our business, financial condition and results of operations and could, if not successfully implemented, adversely impact the effectiveness of our internal controls over financial reporting.

We depend upon our management and key employees and the loss of any of these individuals could adversely affect our business. We are dependent on our executive officers and other key employees for our operations. If any of these individuals were to die, become disabled or leave our company, we would be forced to identify and retain individuals to

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replace them. There is no assurance that we can find suitable individuals to replace them or to add to our employee base if that becomes necessary. Competition for industry professionals is fierce. We have no life insurance on any individual, and we may be unable to hire a suitable replacement on favorable terms should that become necessary.

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Item 1B. Unresolved Staff Comments

Not applicable.

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Item 1C. Cybersecurity

We recognize the importance of assessing, identifying, and managing material risks from cybersecurity threats. Our policies, standards and procedures for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management system. In this regard, we use various tools and processes to help prevent, identify, and resolve any identified vulnerabilities and security incidents in a timely manner. These include, but are not limited to, internal reporting, annual employee awareness updates, engaging experts and third-party monitoring and detection tools.

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We employ third-party information technology (“IT’) consultants to manage our information technology environment and help manage and assess cybersecurity risks. The third-party IT consultants have relevant industry experience, including security solutions and data protection and recovery. Using various monitoring and detection tools implemented into our internal technology systems, they can identify cybersecurity threats and report such risks to our management team.

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Our management team oversees efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which includes oversight over our third-party IT consultant, monitoring systems and employee engagement. The management team is responsible for reporting any cybersecurity risks identified by our third-party IT consultant to our board of directors.

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Our board of directors is responsible for oversight over our risk management system, including review and approval of the risk management system and processes implemented by management to identify, assess, manage and mitigate cybersecurity risks. The Board is responsible for monitoring and assessing material risk exposure to cybersecurity risks, and our management is responsible for the day-to-day supervision of the material risks we may face.

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Our risks from cybersecurity threats have not affected or are reasonably not likely to materially affect our business strategy, results of operations, or financial condition.

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Item 2. Properties

Properties Overview

We own eight properties in Nevada. These properties are assessed relative to three categories: Production stage, Development stage, and Exploration stage. By this classification, the Isabella Pearl Mine is a Production stage property as it is an active mining operation, while the Company’s other properties, which include County Line, Mina Gold, Golden Mile, East Camp Douglas, Dauntless, Intrepid, and Ripper, are Exploration stage. We consider Isabella Pearl, County Line, and Golden Mile to be material properties under the Securities and Exchange Commission’s Regulation SK-1300 (“SK-1300”) due to Isabella Pearl having mineral reserves and being our only operating property, and County Line and Golden Mile being in the mineral resource definition, engineering, and permitting phase. Our other properties are not considered material due to their earlier stages of exploration. As of the date of this report, we do not have Development stage properties.

Cumulatively, the properties we own encompass 2,302 claims, which include 2,228 unpatented lode and placer mining claims, and 74 mill site claims, covering approximately 40,176 acres. An unpatented mining claim is a particular parcel of Federal land that is managed by the Bureau of Land Management (“BLM”) and conforms to the Mining Law of 1872, in which the owner (locator) has the right to explore, develop, and extract minerals. Unpatented mining claims are

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subject to yearly claim maintenance fees. In 2023, we paid approximately $432,750 in annual claims maintenance fees to various counties and the BLM.

We also own 22 patented mining claims and lease an additional patented mining claim. A patented mining claim is one for which the Federal Government has passed its title to the claimant, giving the claimant exclusive title to the locatable minerals and, in most cases, the surface and all resources. The patented mining claims that we own cover approximately 180 acres. In addition, we own 202.5 acres of fee lands in Mineral County, Nevada. Patented claims and fee lands, unlike unpatented claims, pass title to the holder. The patented claims and fee lands are subject to payment of annual property taxes made to the county where they are located. Annual property taxes on our patented claims and fee lands have been paid through June 30, 2024.

All our properties, with the exclusion of Ripper, are in the Walker Lane Mineral Belt, which is a major fault zone that is generally aligned parallel to the California/Nevada border. There have been many precious metal discoveries in this deformation belt that has led to it being called the Walker Lane Mineral Belt. Historically, several districts were mined along this corridor, such as Paradise Peak, Borealis, Bodie, Tonopah, and Goldfield. Commonly, the precious metal deposits are hosted by epithermal style ore deposits; mineralization is typically hosted in silica veins and disseminated in volcanic style units. Other styles of ore deposits, such as skarn, are also identified in the Walker Lane Mineral Belt. Skarn systems are different from epithermal, in that precious metal mineralization is associated with igneous intrusions that have injected into carbonate and clastic units.

The map below shows the location of the eight properties in Nevada. The Mina Gold, Golden Mile, East Camp Douglas, Intrepid, and Isabella Pearl properties are all wholly located in Mineral County. County Line straddles Mineral and Nye counties, while Dauntless is in Esmeralda County and Ripper straddles Pershing and Churchill counties.

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Glossary of Terms

ADR: An adsorption, desorption, and recovery (“ADR”) facility which recovers gold from the leached pregnant solution.

Cut-off grade: The grade (i.e., the concentration of metal or mineral in rock) that determines the destination of the material during mining. For purposes of establishing “prospects of economic extraction,” the cut-off grade is the grade that distinguishes material deemed to have no economic value (it will not be mined in underground mining or if mined in surface mining, its destination will be the waste dump) from material deemed to have economic value (its ultimate destination during mining will be a processing facility). Other terms used in similar fashion as cut-off grade include net smelter return, pay limit, and break-even stripping ratio.

Development stage property: A property that has mineral reserves disclosed, pursuant to this subpart, but no material extraction.

Dore: Composite gold and silver bullion usually consisting of approximately 90% precious metals that will be further refined to separate pure metals.

Epithermal deposits: Hydrothermal mineral deposits that form over the temperature range of <150°C to approximately 300°C from the surface to a depth of 1 to 2 km. There are two endmember deposit styles in this classification: high-sulfidation where highly acidic fluids are developed that leach surrounding rocks; and low-sulfidation systems where the fluids range in pH from near-neutral to reducing. Both deposit styles can be mineralized, with gold commonly being the dominant economic metal.

Exploration: Prospecting, sampling, mapping, diamond-drilling and other work involved in locating the presence of economic deposits and establishing their nature, shape, and grade.

Exploration stage property: A property that has no mineral reserves disclosed.

Grade: The concentration of an element of interest expressed as relative mass units (percentage, ounces per short ton (“opt”), grams per tonne (“g/t”), etc.).

Heap Leaching: Consists of stacking crushed or run-of-mine ore on impermeable pads, where a weak cyanide solution is applied to the surface of the heap to dissolve the gold. The gold-bearing solution is then collected and pumped to process facilities to remove the gold by collection on carbon.

Indicated mineral resource: The part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

Inferred mineral resource: The part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project and may not be converted to a mineral reserve.

Initial assessment: A preliminary technical and economic study of the economic potential of all or parts of mineralization to support the disclosure of mineral resources. The initial assessment must be prepared by a qualified person and must

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include appropriate assessments of reasonably assumed technical and economic factors, together with any other relevant operational factors, that are necessary to demonstrate at the time of reporting that there are reasonable prospects for economic extraction. An initial assessment is required for disclosure of mineral resources but cannot be used as the basis for disclosure of mineral reserves.

Measured mineral resource: The part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

Mineral Deposit: Rocks that contain economic amounts of minerals in them and that are expected to be profitably mined.

Oxide Mineral Resources: Gold and silver that can be extracted by heap leach.

Mineral reserve: An estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

Mineral resource: A concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

Probable mineral reserve: The economically mineable part of an indicated and, in some cases, a measured mineral resource.

Production stage property: A property with material extraction of mineral reserves.

Proven mineral reserve: The economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.

Run-of-Mine ore: Common lower grade ore in the deposit that does not warrant crushing.

Skarn deposit: Formed when carbonate rocks (limestone, dolostone, and marble) are intruded by a magma body, such as a granite, and are directly altered by the heat of the magma body as well as hot fluids that flow through the rocks and cause the rock to recrystallize. Skarn deposits are a principal global source of tungsten, a major source of copper, and an important source of iron, molybdenum, zinc, and gold.

Sulfide Mineral Resources: Gold and Silver not extractable by way of heap leach.

Ton: One ton equals 2,000 pounds.

Tonne: One tonne equals 2,204.62 pounds.

Transitional Oxide Resources: Gold and silver contained within both oxide and sulfide ore that can be extracted by heap leach.

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Summary of Properties

The map below shows our seven properties located in the Walker Lane Mineral Belt.

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Isabella Pearl

The Isabella Pearl property is in the Santa Fe mining district in Mineral County, Nevada, at Latitude 38.60° North and Longitude 118.18° West (UTM 397,665 E, 4,273,011 N, Zone 11), and is 6 mi (10 km) north of the town of Luning via Nevada State Route 361. The property includes the Isabella Pearl mine, an open pit-style operation that is actively being operated and therefore classified as a Production stage property. The Isabella Pearl mine is 100% owned by us, through our subsidiary Walker Lake Minerals Corp., and is subject to a 2.75% net smelter return royalty. The property includes 601 unpatented claims that cover approximately 10,434 acres (4,222 ha). Facilities at the Isabella Pearl mine include office and laboratory buildings, heap leach pad, pregnant and barren solution ponds, water wells, an ADR processing facility, and a crushing facility. The gold-bearing deposits that are associated with the Isabella Pearl mine are classified as high-sulfidation epithermal. A minor modification permit application was submitted in 2023 to obtain approval to mine deeper in the Pearl pit, as drilling completed in 2022 and 2023 identified the potential for additional oxide and transitional ore with depth. The annual gold production from the Isabella Pearl mine for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, were 37,996, 41,231 and 46,459 ounces, respectively.

County Line

The County Line property is in the Fairplay mining district and straddles Mineral and Nye counties, Nevada, at Latitude 38.759° North and Longitude 118.016° West (UTM 411,724 E, 4,290,523 N, Zone 11). The County Line property is located approximately 23 mi (37 km) to the northeast of the town of Luning, Nevada via Nevada State Route 361. The property includes the historic County Line and East Zone (aka Porphyry) mines, both of which were mined through open pit-style operations. Neither of these mines are currently in production and therefore the property is classified as Exploration stage. There are no facilities on the property. The property includes 127 unpatented lode mineral claims and six unpatented placer mineral claims and encompasses 2,623 acres (1,062 ha). The County Line property is 100% owned by us and holds 127 unpatented lode mineral claims under the subsidiary County Line Minerals Corp., while the six placer claims are held by the subsidiary County Line Holdings, Inc. The County Line property is subject to a 3% net smelter return royalty. The gold-bearing mineralization that is associated with the County Line property are classified as high-sulfidation epithermal style. The County Line Plan of Operation was submitted in May 2023 and a Notice of Intent (“NOI”) to complete drilling to the south of the East Zone pit was submitted in November 2023.

Golden Mile

The Golden Mile property is in the Bell mining district in Mineral County, Nevada, at Latitude 38.51° North and Longitude 117.77° West (UTM 433,190 E, 4,262,848 N, Zone 11). Access to the property from the town of Mina is by dirt road approximately 29 mi (47 km) to the northeast. With exception of some historic small-scale mining operations, the property has undergone no development, and therefore is classified as an Exploration stage property. There are no facilities on the property. We own 100% of the Golden Mile property through our subsidiary Golden Mile Minerals Corp. The property is subject to a 3% net smelter return royalty. The property encompasses 12,036 acres (4,871 ha) and includes 607 unpatented lode mineral claims, 74 unpatented mill site claims and five patented claims, of which four are owned and one is leased.

In September 2023, the Golden Mile Plan of Operation was submitted to the BLM. Gold mineralization at the Golden Mile property is associated with intrusion related skarn-style replacement and structurally controlled stockwork zones.

Mina Gold

The Mina Gold property is in the Bell mining district in Mineral County, Nevada, at Latitude 38.56° North and Longitude 117.88° West (UTM 423,020 E, 4,267,767 N, Zone 11). The property is located approximately 16 mi (25 km) east of the town of Luning. With the exception of some historic small-scale mining, the property has undergone no development, and therefore is classified as an Exploration stage property. We own 100% interest in the Mina Gold property. The property is subject to a net smelter return royalty ranging from 2% to 3%. The property includes 107 unpatented lode mineral claims and 5 patented mining claims and covers 1,476 acres (597 ha). Gold mineralization at the property is hosted by epithermal-style silica veins that are bound in fault zones. No exploration work was completed in

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2023, however, exploration plans to be completed in 2024 include comprehensive mapping and sampling, application for a NOI drilling permit, and continued drilling to ideally expand the area of known gold mineralization. Geological modeling will be ongoing during this process.

East Camp Douglas

East Camp Douglas property is in the Silver Star mining district in Mineral County, Nevada, at Latitude 38.33° North and Longitude 118.17° West (UTM 397,616 E, 4,242,931 N, Zone 11). The property is located approximately 6 mi (10 km) southwest of the town of Mina and is accessed by gravel roads. With exception of some historic mining, the property has undergone no development, and therefore is classified as an Exploration stage property. We own 100% interest in the East Camp Douglas property. The property is subject to a net smelter return royalty ranging from 1% to 3%. The property covers 6,078 acres (2,460 ha) consisting of 289 unpatented lode mineral claims, 24 unpatented placer claims, 16 patented mining claims, and fee lands. Low-sulfidation gold-bearing mineralization is observed in the southern portion of East Camp Douglas, while the northern portion of the East Camp Douglas area contains high-sulfidation style gold-bearing mineralization. Exploration work completed in 2023 included detailed mapping and sampling in East Camp Douglas North Veins area with specific focus in the Hidden Gem and White Rock Spring areas. There were 572 surface rock samples collected during this sampling campaign. Drilling commenced in 2023 in both the south (Lithocap area) and in the north Hidden Gem and White Rock Spring areas (generally known as the North Veins area). There were 115 reverse circulation (“RC”) holes drilled on the East Camp Douglas property in 2023, that totaled 47,790 ft (14,566 m) drilled. There were 8,059 RC samples collected from this drilling campaign.

Two NOI drilling permits were active in 2023. Activities planned for 2024 include initiation of an Exploration Environmental Assessment. This permitting process can take years, so the decision was to initiate this process in early 2024 to potentially mitigate the need to stay to a five-acre footprint. In conjunction with these permitting activities, additional regional and detailed (deposit-scale) mapping and sampling is anticipated to continue in 2024. Drilling with one or two rigs is anticipated to continue through 2024.

Intrepid

The Intrepid property is directly to the north of the Silver Star mining district in Mineral County, Nevada, at Latitude 38.40° North and Longitude 118.16° West (UTM 398,661 E, 4,250,832 N, Zone 11). The property is located approximately 6 mi (10 km) by road to the west northwest of the town of Mina and is accessed by Highway 95. With exception of some historic small-scale mining, the property has undergone no development, and therefore is classified as an Exploration stage property. We own 100% interest in the Intrepid property. The property is subject to a net smelter return royalty ranging from 2% to 3%. The property covers 4,111 acres (1,664 ha) consisting of 157 unpatented lode mineral claims. Gold mineralization at the property is hosted by silicified volcanics and sediments. Exploration work completed in 2023 included mapping and sampling, which included the collection of 316 surface rock samples. A NOI to drill was submitted in December 2023, as the 2023 mapping program identified prospective locations to drill in 2024. Additional exploration work proposed to be completed in 2024 includes continued mapping and sampling to identify additional prospective drill targets.

Dauntless

The Dauntless property is in the Weepah mining district and is in Esmeralda County, Nevada, 20 miles (32 km) southwest of the town of Tonopah, and 12 miles (20 km) north of the town of Silver Peak. The center of the property is at Latitude N 37.93° North and Longitude 117.56° West (UTM 450,500 E, 4,197,950 N, Zone 11). The total claim package includes 234 unpatented claims and 1 patented claim, which encompass 4,733 acres. We staked 129 claims in 2023 to strengthen the land position and exploration potential. We own 100% interest in the Dauntless property, subject to a net smelter return royalty of 3%. Drilling campaigns completed by previous owners identified two gold-bearing, target zones. The main target is the historic Weepah Gold Vein that is downdip and along strike with drill intercepts of 20 feet (6.1m) grading 0.190 opt Au (6.51 g/t), 770 feet downdip, from the bottom of the pit and 15-foot (4.6m) of 0.101 opt Au (3.47g/t), 2400 feet south, along strike. A second zone named the “Weepah East” occurs as replacement in lightly silicified, Precambrian limestone, exposed in small outcrops through thin gravels, on the north edge of an alluvial basin. With

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exception of staking, we did not carry out any exploration work on the property in 2023. Exploration in 2024 is to include detailed geological mapping and sampling, that is anticipated to be followed by drilling.

Ripper

The Ripper property is in the Table Mountain mining district and straddles the Pershing and Churchill counties, Nevada, at Latitude N 40.01° North and Longitude 118.04° West (UTM 411,525 E, 4,428,984 N, Zone 11).

The map below shows the location of our Ripper property.

The Ripper property is located approximately 25 mi (40 km) southeast from the town of Lovelock. The property has undergone no development and therefore is classified as an Exploration stage property.  We own 100% interest in the Ripper property, which is subject to a 3% net smelter return royalty. The property consists of 72 unpatented lode mineral claims covering 1,400 acres (567 ha). The property is dominated by carbonates, locally as debris flows, collapse breccias, tectonic breccias. Gold is commonly hosted in carbonate units that underwent decalcification and silicification, subsequently forming jasperoids that, in some areas, are cut by epithermal style veins. The Company completed detailed geological mapping and sampling in 2022 that resulted in development of a drill program plan. No exploration work was completed in 2023. In 2023, environmental studies were initiated, and a NOI drilling plan was submitted to the BLM. Approval of this NOI is dependent on the outcome of the environmental studies. No additional mapping or sampling programs are planned in 2024 at the Ripper property. If the drilling NOI is granted, a decision is expected to be made at that time if drilling is to commence in 2024.

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Summary of all mineral resources and mineral reserves

The SEC has adopted amendments to modernize the property disclosure requirements for mining registrants, and related guidance, under the Securities Act of 1933 and the Securities Exchange Act of 1934. This report is prepared to comply with the new rule (17 CFR subpart 229.1300 Regulation S-K), generally known as the “S-K 1300 rule”, requiring that a registrant with material mining operations must disclose specified information in Securities Act and Exchange Act filings concerning its Mineral Resources, in addition to its Mineral Reserves.

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As of December 31, 2023, our estimate of Mineral Resources was:

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Notes to the 2023 Mineral Resources:

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For comparison, at December 31, 2022, our estimate of Mineral Resources was:

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Notes to the 2022 Mineral Resources:

Operating Property

Isabella Pearl

The Isabella Pearl Mine is our operating property and is classified as Production stage.

History: The Isabella Pearl mine is in the Santa Fe Mining District. Although the district was discovered in the late 19th century, no work on the Isabella Pearl mine area was done until the 1930’s when the Gilbert brothers completed a 400 ft (120 m) drift at the Isabella deposit. The brothers encountered up to one ounce of gold per ton in spots, but no economic material was produced. Modern exploration and development of the general area around the Isabella Pearl mine began in the early 1970’s by various companies. The Isabella mine was held by B. Narkaus until 1978 and was

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subsequently leased by Joe Morris the same year. Mr. Morris and three partners re-located some of the Isabella claims and subsequently leased them to the Combined Metals Reduction Company (Combined Metals). From 1987 through 1990, Combined Metals Reduction Company drilled the Isabella Pearl mine area during its joint venture with Homestake Mining Company. A total of 73,587 ft (22,427 m) of RC and diamond core drilling had been performed at the Isabella Pearl property prior to acquisition by Fortitude Gold Corp.

Background: We purchased Walker Lane Minerals Corp., which owned a 100% interest in the Isabella Pearl property, in August 2016. The land package at the time of purchase included 496 unpatented claims, which covered 8,891 acres (3,598 ha). Since acquisition, an additional 105 claims have been staked, which increased the Isabella Pearl property land holding to approximately 10,434 acres (4,222 ha). In April 2018, we released our Initial Proven and Probable mineral reserve estimate for the Isabella Pearl mine that reported 192,600 gold ounces at an average grade of 2.22 g/t.  In 2019, we commenced production of gold doré from an open pit heap leach operation. Based on metallurgical testing, gold recoveries are expected at 81% for crushed ore and 60% for the run-of-mine (“ROM”) ore.

Location and Access: The Isabella Pearl Mine is located in the Gabbs Valley Range in Mineral County, Nevada approximately 150 mi (240 km) southeast of Reno, Nevada. Access to the project is by a paved road approximately 6 mi (10 km) north of the town of Luning, Nevada. The project has good connections to the infrastructure of west-central Nevada, with access roads to the project site linking to Nevada State Route 361 and U.S. Route 95, the main highway between Reno and Las Vegas, Nevada.

Geology and Mineralization: The Isabella Pearl mine is located in the central portion of the Walker Lane Mineral Belt, a major northwest-trending zone on the western border of Nevada characterized by a series of closely spaced dextral strike-slip faults that were active throughout much of the middle to late Cenozoic period. Volcanic rocks of middle Tertiary age cover much of the property and include intermediate lava flows and ignimbrite ash-flow sheets. The volcanic rocks unconformably overlie Mesozoic strata including Triassic and Jurassic sedimentary units and Cretaceous and Jurassic igneous units. Within the regional Walker Lane tectonic setting, several major fault zones trend through the property and are dominated by various splays and offset branches that host the gold mineralization in the area.

The gold-silver mineralized zones mainly include the Isabella, Pearl, and Civit Cat, collectively referred to as the Isabella Pearl deposit. Alteration and mineral assemblages at Isabella Pearl, including widespread argillic alteration and generally abundant alunite, indicate the deposits belong to the high-sulfidation class of epithermal mineral deposits. Potassium-Argon age determinations indicate the mineralization is about 19 million years, some 7 to 10 million years younger than the age of the host rocks. This early Miocene age conforms to the age of other high-sulfidation epithermal precious-metal deposits in the Walker Lane (e.g., Goldfield and Paradise Peak).

Operations and Facilities: We were granted a positive Record of Decision from the BLM on the Environmental Assessment for the Isabella Pearl Mine in May 2018. This final permit allowed us to move the project forward into development and construction. Construction progress in 2018 included the completion of haul roads, office and laboratory buildings, construction of and liner placement on the heap leach pad, the pregnant and barren solution ponds, and connection of the water well. In 2018, we began installation of the Adsorption, Desorption and Recovery (ADR) processing facility, installed our crushing facility, and commenced mining and waste removal of the first of several benches of the lower grade Isabella portion of the deposit with its estimated average grade of approximately 1 g/t gold. Power is supplied by three diesel-powered electric generators. Fuel for the generators is stored in two above-ground tanks on graded areas with HDPE-lined floors and berms for secondary containment to provide emergency capture of 110-percent of the largest fuel tank/vessel volume. Industrial water is now supplied from three production water wells. We achieved first gold production approximately 10 months after breaking ground on the project. During 2020 overburden removal reached the first benches in the high-grade Pearl portion of the deposit. In 2021, 2022, and 2023 mining focused more on the Pearl zone and late 2023, the Civit Cat zone. A permit was submitted in 2023 to mine the higher-grade transitional gold ore below the initial permitted pit bottom. The net book value of the property at December 31, 2023 was $8.6 million.

Exploration Activities: In 2023, several detailed surface mapping and sampling campaigns were completed on the property, with primary focus outside of the 2018 Plan of Operation boundary. These mapping and sampling programs assisted us with drill hole targeting. In 2023, 272 RC holes that totaled 88,345 ft (26,927 m). Drilling also primarily focused on areas outside of the 2018 Plan of Operation boundary including the Scarlet target. Comprehensive mapping and

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sampling were completed in the area surrounding the Isabella Pearl mine. In 2023, the following types and quantifies of samples were collected: 17,946 RC samples (all of which were five-foot lengths) and 1,140 rock samples.

In early 2024, focus is to expand the current boundaries of the current Plan of Operation to include specific areas adjacent to the Isabella Pearl mine. If this permission is granted, drilling and road construction can start in highly prospective areas. In conjunction with these potential drill programs, more high-density sampling and mapping is targeted to be completed. Material characterization geochemical studies is also targeted on gold-bearing material from these new areas to verify their suitability to be put on the Isabella Pearl Mine heap leach pad.

Mineral Resource Estimation: The most recent mineral reserve estimate for the Isabella Pearl Deposit, which has an effective date of December 31, 2022, was published on February 22, 2023, in the report titled “S-K 1300 Technical Report Summary, Isabella Pearl Mine, Mineral County, Nevada.”

The summary of the Isabella Pearl mineral resources at end of the fiscal year ended December 31, 2023 is shown in the table below:

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Notes to the Isabella Pearl 2023 Mineral Resources:

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The summary of the Isabella Pearl mineral reserves at end of the fiscal year ended December 31, 2023 is shown in the table below.

Notes to the 2023 P&P reserves:

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For comparison, at December 31, 2022, our estimate of the Isabella Pearl mineral reserves was:

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Notes to the 2022 P&P reserves:

The annual gold production of the Isabella Pearl mine for the year ending December 31, 2023, was 37,996 ounces. The annual gold production for the year ending December 31, 2022, was 41,231 ounces.

Exploration Properties

Our exploration properties are all located in west-central Nevada with good connections to the infrastructure of west-central Nevada, with access roads to each project site.  There is no plant or equipment on any of our exploration properties.

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County Line

The County Line Property has undergone initial assessment for resource delineation, and as such is deemed to be material. The property is classified as Exploration stage. A plan of operations was submitted in 2023 to the BLM for approval to move the property to development. The Company has designed a phased approach to mining County Line. The first phase of mining is planned to capitalize on the gold mineralization that is remaining in the historical County Line pit, followed by expanding the pit through additional mining. The ore is planned to be crushed on site and the loaded hauled the Isabella Pearl processing facility for final doré production.

History: The County Line property is in the historic Fairplay Mining District, informally referred to as the Paradise Peak mining district. The precious metal deposits in the vicinity of Paradise Peak area deposit were discovered in mid-1983 by the Food Machinery & Chemical Corporation (FMC), through their subsidiary FMC Gold. Deposits in the Paradise Peak area are characterized as gold and silver bearing replacement-style high sulfidation epithermal deposits that are bounded by faults. The Paradise Peak gold-silver deposits produced 47 metric tons (1.46 Moz) of gold and 1,255 metric tons (38.9 Moz) of silver between 1986 and 1993. This metal dominantly came from four high sulfidation epithermal deposits (Paradise Peak, Ketchup Flat, Ketchup Knob, and County Line), with a lesser amount of metal being extracted from the East Zone (aka Porphyry) area. FMC reported gold and silver production from the County Line main open pit and the East Zone (aka Porphyry) open pit of approximately 81,000 ounces of gold and approximately 787,000 ounces of silver via a heap leach recovery process. The County Line property also hosts other exploration targets such as Newman Ridge. In addition to mining development and production, the County Line property has a history of exploration activity including mapping, surface sampling, geophysical surveying, and RC drilling. This exploration activity was completed by several companies; we obtained some of the information that was collected by previous operators.

Background: In March 2018, we purchased a 100% interest in the County Line property, subject to a 3% net smelter return royalty. At the time of purchase, the property was approximately 2,401 acres (972 ha) and consists of 122 unpatented lode and placer mineral claims. Since acquisition, the land package of the property has increased to 2,623 acres (1,062 ha) and now includes 127 unpatented lode mineral claims and six unpatented placer mineral claims. The property is located on the west flank of the north-northeast trending Paradise Range and to the west of the former FMC Paradise Peak Mine. Nearly all the County Line property is covered with exposures of Tertiary volcanic rocks representing regional volcanism. A thick cover of various sequences of Oligocene-Miocene rocks include ash tuff, mafic flows, minor sediments, and occasional Tertiary intrusive units are present. These units are followed by cover of young basalt flows and quaternary alluvial deposits. Upon acquisition in 2018, we immediately began evaluating targets for exploration particularly with activities focused on the old County Line (Main) and the Porphyry (East) pits, which are considered the highest priority prospects with resource potential. Surface exploration activities were initiated in 2018 that included high-resolution, color drone imagery to aid surface geology mapping and sampling of altered and mineralized outcrops.

Exploration Activities: 2023 included detailed mapping and sampling (rock and soil), exploration RC drilling to further delineate resource potential in the historic County Line main pit and historic East Zone pit, RC condemnation drilling, coring for geotechnical and metallurgical studies, and drilling and installation of a water monitoring hole and a water well. In total, there were 212 RC exploration and condemnation drill holes completed, which totaled 68,310 ft (20,821 m). The primary focus of the exploration drill program was to infill and delineate mineralization in the historic County Line main pit to further understand the mineralization, and to also complete delineation drilling at the historic East Zone pit. The drilling program at the County Line main pit increased the confidence of the published 2023 resource estimation, which greatly assisted mine planning. Two types of core drilling were completed at the two pits; 14 PQ-size core holes for metallurgical studies that totaled 1,180 ft (360 m), and 10 HQ-size core holes for geotechnical studies that totaled 4,090 ft (1,247 m). The cumulative RC drill hole footage completed to install the water monitoring and water well was 1,280 ft (390 m). In 2023, the following types and quantifies of samples were collected: 16,226 RC exploration samples (all of which were five-foot lengths), 1,124 rock samples, 479 soil samples, 1,175 core samples (ranging from 1 to 5 feet length) that were assayed from the geotechnical program, and 320 core samples (varying from 1 to 5 feet length) that were assayed for the metallurgical program.

Exploration programs in 2024 are focused on continued drilling in the East Zone pit, south of the East Zone pit, as well as on a silicified hill that is located directly to the north of the County Line pit. Geochemical review of the samples collected in 2023 is expected be conducted to assess if any anomalies become evident based on alteration and / or elevated

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path finder elements. A drill program is expected to be developed at the Newman Ridge target. Execution of this drill campaign will depend on the remaining allowable disturbance allowance under the current drilling NOI.

In 2023, mine planning of the County Line main pit area was completed and entailed development of a two phased approach; the phase one open pit design was developed to optimize extraction of the highest-grade resource. A site plan design was developed to streamline the processes on the County Line property, and to capitalize on the existing infrastructure at the Isabella Pearl mine site. Once mined, the plan is to complete stacking of the waste and crushing of mineralized material, after which the crushed mineral is to be trucked southwest along Nevada State Route 361 to the Isabella Pearl mine, where the material will be stacked on the heap leach pad and the extracted gold and silver will be processed through to doré production. A significant benefit of completing all extraction and processing away from the County Line property is that the project is expected to have a minimal footprint and a small new disturbance area, which may enable expedited permitting and lower capital expenditures when compared to most other industry mine builds.

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Accessibility and Transportation to the Property: The County Line property is adjacent to and accessed from Hawthorne via US Route 95 east to Luning, then northeast on paved Nevada State Route 361. The town of Hawthorne is approximately a .75-hour drive away on paved roads and can provide basic services, lodging and a small workforce. Hawthorne is the county seat for Mineral County. Fallon is 1.5 hours from the property and can also provide supplies, lodging, equipment, and a small mining work force. Reno is 2.5 hours from the property and can provide much of the needed services and materials. County Line is located approximately 16 mi (26 km) northwest of the Company’s operating Isabella Pearl gold mine via Nevada State Route 361.

Infrastructure: The property is considered to have sufficient surface area for expanding the current open pit areas. A major power transmission line is less than 5 mi (8 km) to the south of the property, although diesel generation is also being considered for a power source. Previous operators secured water usage locally for their facilities and we also expect to develop water in adjacent areas. Only a limited amount of water will be required for the project, mainly dust suppression on haul roads, and will likely come from a groundwater well to be drilled on the property. Our exploration disturbance activities utilize existing roads and historically disturbed areas to the extent possible, including pre-existing drill roads constructed by prior exploration companies within the County Line property area. Access roads, exploration drill pads and sumps have been constructed with earthmoving equipment. The net book value of property at December 31, 2023 was $0.5 million.

Mineral Resource Estimation: An initial mineral resource estimate for the County Line property, which has an effective date of December 31, 2022, was published on February 23, 2023, in the report titled “Initial Assessment Technical Report Summary for the County Line Property, Mineral and Nye Counties, Nevada.”

The summary of the County Line mineral resources at end of the fiscal year ended December 31, 2023 is shown in the table below:

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Notes to the County Line 2023 Mineral Resources:

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Golden Mile

The Golden Mile Property has undergone initial assessment for resource delineation, and as such is deemed to be material. The property is classified as Exploration stage. A Plan of Operation was submitted to the BLM in 2023. The Company has designed a phased approach to mining Golden Mile; the first phase of mining is planned to capitalize on the gold mineralization that is identified at and near the surface. Crushing and stacking equipment have been custom built, delivered and are being stored at an Isabella Pearl laydown yard, as is the heap leach pad liner. A modular process plant has been built to take the gold to the carbon stage and then haul the carbon for processing at our ADR facility at Isabella Pearl for final doré production.

History: The Golden Mile property is located within the Bell Mining District (also known as the Cedar Mountain District). The property has a long history which includes limited mining development, as well as a considerable amount of recent exploration activity including mapping, surface and underground sampling, geophysical surveys and drilling. This exploration activity was completed by several companies and has defined a significant area of gold mineralization associated with skarn development and gold stockwork mineralization along intrusive contact zones with surrounding sediments. Previous property owners completed 66,131 ft (20,157 m) of air rotary, reverse circulation and diamond core drilling prior to us acquiring the property. These previous owners included Standard Slag, the Elmwood JV, Battle Mountain, USMX, Teck, Cordex, Roscan and Kinross. Much of the historic drilling activity has focused on the central portion of the patented mineral claims where historic small-scale mining was carried out, as evidenced by the surface excavations and a few adits.

Background: In June 2020, we purchased a 100% interest in the Golden Mile property, subject to a 3% net smelter return royalty. The original property was composed of 451 unpatented lode mineral claims and 5 patented claims, 4 owned and one leased, and covered approximately 9,300 acres (3,764 ha). Since acquisition, an additional 156 unpatented lode mineral claims and 74 unpatented mill site claims were staked, expanding the area of the property to 12,036 acres (4,871 ha). Mineralization at the property is intrusion related, with primary gold and copper mineralization associated with skarn style replacement in carbonate units. Secondary mineralization is associated with structurally controlled stockwork and breccia zones. The “Golden Mile Stock” quartz diorite-granodiorite body is believed to be responsible for the gold-copper skarn mineralization. The stock is only exposed on surface in three small areas because most of its northern extent is covered by Tertiary volcanics.

Exploration Activities: Core drilling was completed in 2023 to further understand the lithologies and structures associated with gold mineralization. Seven HQ-size holes were drilled totaling 3,194 ft (973 m). Detailed geological logging, sampling, and analytical testing was completed on this core. Sample lengths were constrained to between 1 and 5 feet in length; 1,047 samples were analyzed. The core was also scanned by shortwave infrared (SWIR) technology to better understand the alteration and gold-bearing host rocks. In addition, RC rock chip cuttings and pulps were scanned by portable SWIR and X-ray fluorescence (pXRF) machines to collect data to develop a standardized alteration and element

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library for the property. In addition, 414 RC samples were analyzed (sample lengths are always five feet), and 187 rock samples were collected during surface mapping programs and analyzed.

The 2024 exploration program plans to focus on continued mapping and sampling over the extensive Golden Mile land package. Early indications of the SWIR and pXRF results show that the information can be used to differentiate the origins of the strongly altered host rocks.  The goal is to incorporate this information into an updated geological model to further advance our understanding of the associated gold mineralization and to use this tool for drill hole targeting. It is anticipated that a drilling campaign will be carried out in 2024 that is expected to be followed by another resource estimation.

Mineral Resource Estimation: An initial mineral resource estimate for the Golden Mile property, which has an effective date of September 30, 2021, was published on November 9, 2021, in the report titled “Initial Assessment Technical Report Summary for the Golden Mile Property, Mineral County, Nevada.”

The summary of the Golden Mile mineral resources at end of the fiscal year ended December 31, 2023 is shown in the table below:

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Notes to the Golden Mile 2023 Mineral Resources:

Accessibility and Transportation to the Property: The Golden Mile property is accessible, in part, by highway and maintained county dirt and gravel roads. The property can be reached from Hawthorne via US Route 95 southeast to Luning, then northeast on Nevada Route 361, then south on gravel Nevada State Route 89 about 24 mi (37 km) to an unimproved dirt road which leads westward to the property. Alternatively, from Tonopah, travel 3 mi (5 km) west on U.S. Route 95 to the junction with Nevada State Route 89, then northwest on Nevada State Route 89 for 43 mi (69 km) to the unimproved road leading west to the property. Both the towns of Hawthorne and Tonopah offer motel accommodations, restaurants, grocery stores and other services as well as fuel and other supplies. They are each the county seat for the respective counties of Mineral and Nye.

Infrastructure: The closest power lines are located 5 mi (8 km) to the east in Ione Valley. Future power needs for a proposed project at Golden Mile would likely require diesel powered generation.  Perennial streams are not present in the Golden Mile property area; however, there are several springs within the project area. Drilling for monitoring water wells

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was completed, and hydrogeologic studies were also completed to further characterize groundwater resources in the project area. Production water for the project will likely come from a groundwater well drilled on the Golden Mile property which appears to have sufficient water for the contemplated operations. Our exploration disturbance activities utilize existing roads and disturbed areas to the extent possible, including pre-existing drill roads utilized by prior exploration companies within the Golden Mile property area. Access roads, drill pads and sumps were constructed with earthmoving equipment. The net book value of this property at December 31, 2023 was $12.5 million.

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Item 3. Legal Proceedings

None.

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Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

In February 2021, we began trading on the OTC Markets, later uplisting to the OTCQB under the symbol FTCO. Trading in stocks quoted on the OTC market is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.

OTC market securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC market securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC market issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

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As of February 26, 2024 the closing price of our common stock was $4.59.

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Number of Holders

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As of February 26, 2024, we had 24,141,209 shares of our Common Stock issued and outstanding, held by 231 shareholders of record, with others holding shares in street name.

Transfer Agent

Computershare Trust Company, N.A. is the transfer agent for our common stock. The principal office of Computershare is located at 6200 S. Quebec St., Greenwood Village, Colorado 80111 and its telephone number is (303) 262-0600.

Dividends

Since our inception, one of management’s primary goals has been to make cash dividend distributions to shareholders. We instituted a monthly dividend in April 2021 and as of December 31, 2023, we have returned over $31.4 million to our shareholders in consecutive monthly dividends. Regular dividends should not be considered a prediction or guarantee of future dividends and payment of future dividends, if any, will be at the discretion of our Board of Directors after considering various factors, including precious metal market prices, our financial condition, operating results, current and anticipated cash needs and plans for expansion. At the present time, we are not party to any agreement that would limit our ability to pay dividends.

Recent Sales of Unregistered Securities

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None.

Other Stockholder Matters

None.

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Item 6. RESERVED

None.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Except for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report.  See “Cautionary Statement” in the forepart of this report. Our actual future results or actions may differ materially from these forward-looking statements for many reasons, including but not limited to the risks described in “Risk Factors” and elsewhere in this annual report and other reports filed by us with the SEC. This discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and related notes included in this report and with the understanding that our actual future results may be materially different from what we currently expect.

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Introduction

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We were incorporated in Colorado, U.S.A. and our subsidiaries are GRC Nevada Inc. (“GRCN”), Walker Lane Minerals Corp. (“WLMC”), County Line Holdings Inc. (“CLH”), County Line Minerals Corp. (“CLMC”) and Golden Mile Minerals Corp. (“GMMC”).  WLMC, CLH, CLMC, and GMMC are wholly-owned subsidiaries of GRCN. We are a mining company which pursues gold and silver projects that are expected to have both low operating costs and high returns on capital.

In February 2021, we began trading on the OTC Market operated by the OTC Markets Group and subsequently uplisted in 2021 to the OTCQB under the symbol “FTCO”.

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The following discussion summarizes our results of operations for the two fiscal years ended December 31, 2023 and 2022.  It also analyzes our financial condition at December 31, 2023.

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2023 Financial Results and Highlights

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Operating Data: The following tables summarize certain information about our operations at our Isabella Pearl Mine for the periods indicated:

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During the years ended December 31, 2023 and 2022, we produced 37,996 and 41,231 ounces of gold, respectively.  The lower production is primarily due to overall lower-grade ore mined and higher utilization of the low-grade stockpile for blending of ore on the pad. Beginning in the fourth quarter of 2023, mining and placement of ore on the heap leach pad was limited to lower grade ore being mined from the Civit Cat area of the Isabella Pearl deposit as we await permit approval to mine deeper in the Pearl pit.

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Gold production in 2024 is dependent on the Company’s original plan, mine sequencing, and ability to complete mining the Isabella Pearl deposit’s lower grade Civit Cat zone, the pearl deep zone’s higher-grade oxide and transitional gold ore, coupled with residual leaching of the ore currently on the heap leach pad. Excessive wait times for the permits for both the deep pearl zones, along with permit approval to mine County Line ore for adding it to the Isabella Pearl processing facility, the more difficult it will be to forecast 2024 production. Absent these permit approvals, 2024 production is expected to be predominantly from the remaining lower grade civit cat ore permitted in the existing mine plan and residual leaching on the Isabella Pearl leach pad’s estimated 51,000 recoverable ounces; ounces expected to be recovered over a residual leach period over the next three years.  All areas of the heap leach pad are expected to be placed back under rotational leach at various times, including areas yet to be leached being the majority of the heap leach pad side slopes as well as the north end conveyor / road access areas that have yet to be irrigated for the first time.  Until the Company receives all the regulatory approvals to finish mining the pearl deep and the permit approval to begin mining County Line, the Company does not plan to forecast a 2024 production outlook due to the difficulty of not adding originally planned fresh ore from those aforementioned sources, primarily County Line.  

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Cash cost after by-product credit per ounce decreased due to lower mining costs due to less waste mined.

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Consolidated Results of Operations – Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Sales, net. For the year ended December 31, 2023, net sales were $73.1 million as compared to $74.4 million for the same period in 2022. The $1.3 million or 2% decrease is attributable to lower sales volumes in 2023 as compared to 2022, offset by an increase in average sales price. 2023 gold sales volumes decreased 9% from the same period in 2022 as a result of lower production, as discussed above. The 2023 average sales price increased 8% from 2022.

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Mine cost of sales. For the year ended December 31, 2023, mine cost of sales totaled $31.8 million compared to $39.0 million for the same period in 2022. The change is mainly attributable to lower production costs and depreciation and amortization expenses due to a decrease in sales volumes, as discussed above.

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Mine gross profit. For the year ended December 31, 2023, mine gross profit totaled $41.2 million compared to $35.4 million for the same period in 2022. The change is primarily attributable to lower mine cost of sales and higher sales prices, as discussed above.

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General and administrative. For the year ended December 31, 2023, general and administrative expenses totaled $5.0 million as compared to $5.8 million for the same period in 2022. The decrease in 2023 was primarily the result of changes in compensation and marketing expenses.

Exploration expenses.  For the year ended December 31, 2023, property exploration expenses totaled $17.2 million as compared to $11.6 million for the same period of 2022. The increase of $5.6 million is the result of increased drilling and other exploration activities at the Isabella Pearl trend Scarlet target, Golden Mile, and County Line properties. As well as increased mapping and drilling at the East Camp Douglas property. Also contributing to the increase are permitting activities at County Line and Golden Mile.

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Other (income) expense, net. For the year ended December 31, 2023, other income totaled $2.0 million as compared to other expenses of $0.1 million for the same period of 2022. The change is due to an increase in interest income in 2023.

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Income and mining tax expense. For the year ended December 31, 2023, income and mining tax expense was $4.0 million as compared to $3.3 million for the same period in 2022.  The increase is the result of our higher income before income and mining taxes. See Note 5 in Item 8. Financial Statements and Supplementary Data.

Net income. For the year ended December 31, 2023 we recorded a net income of $17.0 million as compared to $14.7 million for the prior year. The increase is due to the changes in our consolidated results of operations as discussed above.

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Non-GAAP Measures

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Throughout this report, we have provided information prepared or calculated according to U.S. GAAP and have referenced some non-GAAP performance measures which we believe will assist with understanding the performance of our business. These measures are based on precious metal gold equivalent ounces sold and include cash cost before by-product credits per ounce, total cash cost after by-product credits per ounce, and total all-in sustaining cost per ounce (“AISC”). Because the non-GAAP performance measures do not have any standardized meaning prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with U.S. GAAP. These non-GAAP measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP.

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Revenue generated from the sale of silver is considered a by-product of our gold production for the purpose of our total cash cost after by-product credits for our Isabella Pearl Mine. We periodically review our revenues to ensure that our reporting of primary products and by-products is appropriate. Because we consider silver to be a by-product of our gold production, the value of silver continues to be applied as a reduction to total cash costs in our calculation of total cash cost after by-product credits per precious metal gold equivalent ounce sold. Likewise, we believe the identification of silver as by-product credits is appropriate because of its lower individual economic value compared to gold and since gold is the primary product we produce.

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Total cash cost, after by-product credits, is a measure developed by the Gold Institute to provide a uniform standard for comparison purposes. AISC is calculated based on the current guidance from the World Gold Council.

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Total cash cost before by-product credits includes all direct and indirect production costs related to our production of metals (including mining, milling and other plant facility costs, royalties, and site general and administrative costs) plus treatment and refining costs.

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Total cash cost after by-product credits includes total cash cost before by-product credits less by-product credits, or revenues earned from silver.

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AISC includes total cash cost after by-product credits plus other costs related to sustaining production, including sustaining exploration expenses and sustaining capital expenditures. We determined sustaining capital expenditures as those capital expenditures that are necessary to maintain current production and execute the current mine plan.

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Cash cost before by-product credits per ounce, total cash cost after by-product credits per ounce and AISC are calculated by dividing the relevant costs, as determined using the cost elements noted above, by gold equivalent ounces sold for the periods presented.

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Reconciliations to U.S. GAAP

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The following table provides a reconciliation of total cash cost after by-product credits to total mine cost of sales (a U.S. GAAP measure) as presented in the Consolidated Statements of Operations (in thousands):

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The following table presents a reconciliation of the non-GAAP measures of total cash cost and AISC (in thousands, except ounces sold and cost per gold ounce sold):

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