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Resolution Minerals Ltd

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Business Summary

Resolution Minerals Ltd is an early-stage exploration company operating in the global critical minerals sector, with a specific focus on antimony and tungsten. The demand for critical metals is rising due to their essential role in renewable energy, defense, and high-tech industries. Antimony is a chemical element included on the U.S. Interior Department's list of critical minerals, recognized for its strategic value. China is the world's largest miner of rare earths and controls most of the processing of rare earths as well as other critical minerals such as antimony. China, together with Russia and Tajikistan, account for approximately 90% of the global mine production of antimony . In August 2024, China began restricting exports of various critical minerals and tightened such restrictions in December 2024, resulting in the price of antimony surging to nearly US$50,000 per ton, around 10 times the 5-year average . The United States is now taking steps to counter China's dominance in the critical minerals industry, including entering into a Framework for Securing of Supply in the Mining and Processing of Critical Minerals and Rare Earths with Australia in October 2025 . Antimony is used in defense, energy and industrial applications, including in munitions, high temperature electronics, semiconductors, batteries and flame retardants. Antimony mined from the ground is called antimony ore and is typically not salable as a finished product primarily due to impurities in the ore, the ore size not being compatible with its intended use, and the percentage of antimony contained in the ore being too low. Ore must be processed to remove impurities, refine the size, and increase the percentage of antimony contained in the ore. After processing, antimony trisulfide, oxide, and metal can be sold as finished products to companies in many industries as well as government agencies. Antimony oxide is used to form a flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings, and paper, as a color fastener in paint, and as a phosphorescent agent in fluorescent light bulbs. Antimony metal is used in bearings, storage batteries, and ordnance. Antimony trisulfide is used as a primer in ammunition.

Resolution Minerals Ltd is an early-stage exploration company focused on advancing the Horse Heaven Gold-Antimony-Tungsten-Silver Project, which has been the subject of historical mining of both antimony and tungsten, through targeted fieldwork. The company's only material mineral property is the Horse Heaven Project, located in the U.S. state of Idaho. The project hosts two high priority antimony, gold, silver and tungsten prospect areas: the Antimony Ridge Fault Zone and the Golden Gate Fault Zone. The east boundary of the property is adjacent to Perpetua Resource Corporation's Stibnite Gold Project. The property consists of approximately 787 federal lode mining claims located within the Boise National Forest, with each claim block being 20 acres, resulting in a project area covering approximately 14,580 acres . An annual fee of US$200 per claim is required to be paid to the federal government by September 1st of each year, resulting in annual holding costs of US$157,400 . The Horse Heaven Project is subject to royalties: 10 of the mining claims are subject to a cumulative net smelter returns royalty of 8% on all minerals mined or removed from such mining claims and sold, with up to 3% of such royalty buyable for US$100,000 per percentage point ; and 695 of the mining claims are subject to a cumulative net smelter returns royalty of 4% on all minerals mined or removed from such mining claims and sold, of which 1% of such royalty can be bought back for US$2,000,000 . The project is located 212 km northeast of Boise, Idaho and 87 km east of Cascade, Idaho in Valley County, Idaho . The property is in the Salmon River Mountains, and the land is managed by the U.S. Forest Service. The project is located near important infrastructure that is being upgraded to support the nearby Stibnite Gold Project, including an upgraded transmission line that crosses the Horse Heaven Project, and what is known as the Burnt Log Road, a new road being constructed to access the Stibnite Gold Project and which runs past the southern boundary of the Horse Heaven Project. The project is within close proximity to Johnson Creek Airport, which covers an area of 40 acres and which contains one grass runway that is 3,400 feet (1,000 m) long and 150 feet (46 m) wide . The field elevation is 4,960 feet (1,510 m) above sea level . The village of Yellow Pine, Idaho, the closest community to the Horse Heaven Project, is home to approximately 44 people according to a 2010 census . Yellow Pine is a 247-acre (1.00 km2) "inholder" community in eastern Valley County, located on the East Fork of the South Fork of the Salmon River, approximately half a mile upstream from its confluence with Johnson Creek. It is bounded on the north by the Payette National Forest and on the south by the Boise National Forest. Located at 4,802 feet (1,464 m), Yellow Pine has historically served as the trade center for the larger Yellow Pine basin mining area, including the Stibnite Mining District . Today, the town offers limited services, including camping and lodge facilities and a seasonal restaurant. All supplies for exploration activities, including food and fuel, are generally purchased in the regional centers of McCall or Cascade, Idaho, or in the capital city of Boise, Idaho. Water is available locally in limited supply; in 2025, the company had an agreement to draw 8,000 gallons of water per day from the Village of Yellow Pine . Additional water is available in the towns of McCall or Cascade, a round-trip of approximately 120 miles . The company recently acquired two separate parcels of private, fee simple land totaling 25 acres adjacent to the Horse Heaven Project . These two parcels of land are serviced by electricity and enjoy limited water rights.

The company generates no revenue as its principal operations have not yet commenced. It is an exploration stage company and has incurred operating losses and negative cash flows since inception. The business model is based on the exploration and development of mineral properties, with the goal of establishing commercially exploitable mineral reserves. The company's future success depends on its ability to identify mineral deposits on its existing property and other properties it may acquire, that it can then develop into commercially viable mining operations. The company's only material mineral property is the Horse Heaven Project, which hosts antimony, gold, silver and tungsten. The company's primary focus is on advancing this project through targeted fieldwork. The company's activities are subject to various laws and regulations governing exploration, development, production, taxes, labor standards and occupational health, mine safety, protection of endangered and protected species, toxic substances and explosives use, reclamation, exports, price controls, waste disposal and use, water use, forestry, land claims of local people and other matters. The company's operations are also subject to environmental regulations that mandate the maintenance of air and water quality standards, land development and land reclamation, and set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste.

The Horse Heaven Project hosts two high priority antimony, gold, silver and tungsten prospect areas: the Antimony Ridge Fault Zone and the Golden Gate Fault Zone. In addition to these two highly prospective mineralized corridors, the company believes potential exists across the entire project as evidenced by ground-based fieldwork, airborne surveys and historic workings. This is in part based upon the history of Horse Heaven, where antimony was mined during World War I and World War II while tungsten was mined and milled in the 1950's. The project is located in the Salmon River Mountains in central Idaho. Bedrock in the region is classified based on age, lithology and stratigraphic relationships. In general, rock types in the region are subdivided into lithologies that are part of the pre-Cretaceous "basement," the Cretaceous Idaho Batholith, Cenozoic intrusions and volcanics, and younger unconsolidated sediments derived from erosion of the older sequences and glacial materials. The pre-Cretaceous basement rocks are a record of the development and tectonic activity along the western Laurentian continental margin, forming during a long period of rifting from Neoproterozoic through early Paleozoic time. This rifting event was coincided by deposition of rift and passive margin sediments along the western edge of ancestral North America. Limited, preserved portions of the rift and passive margin sedimentary sequences, exist in the region as fragmented roof pendants trending west to northwesterly belt adjacent to or as roof pendants within the Idaho Batholith extending from southeast Idaho to at least as far north as northern Idaho and beyond (Lund, 2004) and (Lewis & Others, 2012). These rocks record a long and varied sedimentary history spanning Proterozoic through Paleozoic time and likely correlate with the Mesoproterozoic Belt Supergroup, the Neoproterozoic Windermere Supergroup and the Neoproterozoic to lower to middle Paleozoic passive margin miogeoclinal successions. Due to the poor preservation of the limited remnants of the basement rocks after metamorphism, extensive faulting and folding and subsequent erosion, realistic reconstruction of thickness, stratigraphic position and facies relationships is difficult. Recent regional geological mapping combined with age determinations using detrital zircon dating methods, indicates the youngest metasedimentary formations within the region are correlative in part to rocks exposed in southeast Idaho and in the northwestern Panhandle of Idaho recording the Neoproterozoic rifting and the subsequent development of a passive margin. Current mapping and age dating are being conducted by the Idaho Geologic Survey (IGS) (Stewart & Others, 2020 (unpub)).

In July 2025, the company acquired the Horse Heaven Project for a total consideration of A$50,374,272, of which A$1,000,000 was paid in cash and the remaining A$49,374,272 was paid in ordinary shares and options . The company incurred an additional A$8,460,000 in transaction costs through the issue of ordinary shares and options . On 27 February 2026, the company acquired a private landholding of ~25 acres comprising five patented mining claims adjacent to the claims that form the initial Horse Heaven Project through the purchase of 100% interest in Remington Capital Corporation . The Johnson Creek Antimony and Tungsten Mill, stockpiles of Tungsten ore and Antimony Camp are located on the property. This addition to the Horse Heaven Project has provided a strategic base of operations including industrial water rights and electrical infrastructure. Consideration for the acquisition was: issue of 77,000,000 shares with a fair value of $3,080,000 and 38,500,000 RMLOD options with a fair value of $462,000 ; cash of $1,693,594 ; total consideration of $5,235,594 was allocated to Exploration and Evaluation $4,774,115, Land $276,073 and Buildings $185,406 . In the year ended 30 June 2026, an impairment reversal was recognised in relation to the 64 North exploration project which was reclassified to non-current assets held for sale as at 31 December 2025 prior to its sale in February 2026. The Company completed the sale of its non-core 64North Project in Alaska to a wholly owned subsidiary of Northern Star Resources Limited for $2,241,147 million in cash . The divestment enabled the Company to monetise a non-core asset and direct additional capital and management attention toward Horse Heaven. In the year ended 30 June 2025, the Company completed acquisition of the Drake East Antimony-Gold project (NSW), the Spur South Gold-Copper Project (NSW) and the Neardie Antimony-Gold project (QLD) for consideration including the issue of 25,000,000 shares with a fair value of $250,000, total cash paid at settlement of $70,000, and transaction costs associated with the acquisition satisfied by the issue of 32,000 shares with a fair value of $29,091 and 56,363,636 RMLOC options with a fair value of $25,301 . During the year ended 30 June 2025 the Group impaired its 64North and Allegra projects in Alaska and in the year to 30 June 2026 the impairment related to the relinquishment of tenements at its Benmara and George projects in the Northern Territory and South Australia .

The company has a history of operating losses and negative cash flows from operating activities since inception. For fiscal years 2026 and 2025, the company had total comprehensive losses of A$53,340,554 and A$6,157,595, respectively , and negative cash flows from operating activities of A$17,947,997 and A$1,896,750, respectively . As of June 30, 2026, the company had accumulated losses of A$88,692,536 . For the year ended June 30, 2026, the company had a net loss of A$53,316,618 . The company expects to continue to incur losses from operations for the foreseeable future as it continues its exploration activities and develops its projects. There remains substantial doubt about the company's ability to continue as a going concern for the next twelve months from the date the consolidated financial statements were issued . The company's consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the company be unable to continue as a going concern. The company will need external financing to develop and construct its projects. The company continues to explore various funding opportunities, which may include the issuance of additional equity, new debt, or project specific debt; government funding; and/or other financing or strategic opportunities.

Business Outlook

The company's primary focus is on advancing the Horse Heaven Gold-Antimony-Tungsten-Silver Project through targeted fieldwork. The project hosts two high priority antimony, gold, silver and tungsten prospect areas: the Antimony Ridge Fault Zone and the Golden Gate Fault Zone. In addition to these two highly prospective mineralized corridors, the company believes potential exists across the entire project as evidenced by ground-based fieldwork, airborne surveys and historic workings. This is in part based upon the history of Horse Heaven, where antimony was mined during World War I and World War II while tungsten was mined and milled in the 1950's. The company's future success will largely depend upon its ability to successfully explore, develop and manage its property. The company's success is dependent upon management's ability to implement its strategy, to develop the projects and to maintain ongoing production from the mines that it expects to develop. Development of the property could be delayed, experience interruptions, incur increased costs or be unable to complete due to a number of factors, including changes in the regulatory environmental compliance requirements, non-performance by third party consultants and contractors, inability to attract and retain a sufficient number of qualified workers, unforeseen escalation in anticipated costs of exploration and development, or delays in construction, or adverse currency movements resulting in insufficient funds being available to complete planned exploration and development, increases in extraction costs including energy, material and labor costs, lack of availability of mining equipment and other exploration services, shortages or delays in obtaining critical mining and processing equipment, catastrophic events such as fires, storms or explosions, the breakdown or failure of equipment or processes, construction, procurement and/or performance of the processing plant and ancillary operations falling below expected levels of output or efficiency, civil unrest in and/or around the exploration and mining sites and supply routes, which would adversely affect the community support of operations, changes to anticipated levels of taxes and imposed royalties, and/or a material and prolonged deterioration in market conditions, resulting in material price erosion.

The company's growth vector is the advancement of the Horse Heaven Project. The project is located directly adjacent to the Stibnite Gold Project (owned by Nasdaq-listed Perpetua Resources Corp.). Horse Heaven is located near important infrastructure that is being upgraded to support the nearby Stibnite Gold Project, including an upgraded transmission line that crosses the Horse Heaven Project, and what is known as the Burnt Log Road, a new road being constructed to access the Stibnite Gold Project and which runs past the southern boundary of the Horse Heaven Project. The project is within close proximity to Johnson Creek Airport, which covers an area of 40 acres and which contains one grass runway that is 3,400 feet (1,000 m) long and 150 feet (46 m) wide . The field elevation is 4,960 feet (1,510 m) above sea level . The company recently acquired two separate parcels of private, fee simple land totaling 25 acres adjacent to the Horse Heaven Project . These two parcels of land are serviced by electricity and enjoy limited water rights. The Johnson Creek Antimony and Tungsten Mill, stockpiles of Tungsten ore and Antimony Camp are located on the property. This addition to the Horse Heaven Project has provided a strategic base of operations including industrial water rights and electrical infrastructure.

The company's growth vector is also focused on the critical minerals sector, specifically antimony and tungsten. Antimony is a chemical element included on the U.S. Interior Department's list of critical minerals as the United States recognizes its strategic value. China is the world's largest miner of rare earths and controls most of the processing of rare earths as well as other critical minerals such as antimony. China, together with Russia and Tajikistan, account for approximately 90% of the global mine production of antimony . In August 2024, China began restricting exports of various critical minerals and tightened such restrictions in December 2024, resulting in the price of antimony surging to nearly US$50,000 per ton, around 10 times the 5-year average . The United States is now taking steps to counter China's dominance in the critical minerals industry. For instance, in October 2025, the United States and Australia entered into a Framework for Securing of Supply in the Mining and Processing of Critical Minerals and Rare Earths that is expected to result in significant investment in the rare earths industry in Australia and the United States . Antimony is used in defense, energy and industrial applications, including in munitions, high temperature electronics, semiconductors, batteries and flame retardants.

The company's margin and cost outlook is not discussed in the filing. The company is an exploration stage company and has not commenced commercial production. The company expects to continue to incur losses from operations for the foreseeable future as it continues its exploration activities and develops its projects. The company's ability to continue the exploration, permitting, development, and construction of its projects will depend in part on its ability to obtain suitable financing. The company has limited financial resources and will need external financing to develop and construct its projects. The company continues to explore various funding opportunities, which may include the issuance of additional equity, new debt, or project specific debt; government funding; and/or other financing or strategic opportunities. Any such financing or strategic transaction would be subject to due diligence, the negotiation of funding terms and other conditions, and there can be no assurance of the amount, timing or nature of any such financing or strategic transaction and any such financing or strategic transaction may not be consummated at all.

The company's operational outlook is focused on advancing the Horse Heaven Project through targeted fieldwork. The project hosts two high priority antimony, gold, silver and tungsten prospect areas: the Antimony Ridge Fault Zone and the Golden Gate Fault Zone. In addition to these two highly prospective mineralized corridors, the company believes potential exists across the entire project as evidenced by ground-based fieldwork, airborne surveys and historic workings. The company's exploration programs are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies. If the company is unable to obtain the requisite critical supplies in time and at commercially acceptable prices or if there are significant disruptions in the supply of electricity, water or other inputs to its mining sites, its business performance and results of operations may experience material adverse effects. The company is dependent on various supplies and equipment to carry out its mining exploration and development operations. The shortage of such supplies, equipment and parts could have a material adverse effect on its ability to carry out its operations and therefore limit, or increase the cost of, production. The company's success depends to a large degree upon its ability to attract, retain and train key management personnel, as well as other technical personnel. If the company is not successful in retaining or attracting such personnel, its business may be adversely affected. Furthermore, the loss of its key management personnel could materially and adversely affect its business and operations. As the company's business becomes more established, it will also be required to recruit additional qualified key financial, administrative, operations and marketing personnel. There will be no guarantee that the company will be able to attract and keep such qualified personnel and if it is not successful, it could have a material and adverse effect on its business and results from operations.

The company's capital allocation is focused on advancing the Horse Heaven Project. The company has limited financial resources and will need external financing to develop and construct its projects. The company continues to explore various funding opportunities, which may include the issuance of additional equity, new debt, or project specific debt; government funding; and/or other financing or strategic opportunities. Any such financing or strategic transaction would be subject to due diligence, the negotiation of funding terms and other conditions, and there can be no assurance of the amount, timing or nature of any such financing or strategic transaction and any such financing or strategic transaction may not be consummated at all. The company's ability to access equity capital is limited by ASX Listing Rule 7.1, which provides that a company may not, subject to certain exceptions for certain types of offering (e.g., rights offers) or approval by shareholders, issue or agree to issue during any consecutive 12-month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities in aggregate would exceed 15% of the number of ordinary securities on issue at the commencement of that 12-month period . The company's equity issuances will be limited by ASX Listing Rule 7.1 as long as it continues to be listed on the ASX and this constraint may prevent it from raising the full amount of equity capital needed for operations without prior shareholder approval or structuring the capital raising within one of the exceptions to this limitation such as a rights offer.

The company faces structural headwinds and execution risks. The company has a history of operating losses and may not achieve or maintain profitability in the future. The company is an exploration stage company and its planned principal operations have not commenced. The company currently does not have any commercial production at its projects. The company has experienced significant recurring operating losses and negative cash flows from operating activities since inception. For fiscal years 2026 and 2025, the company had total comprehensive losses of A$53,340,554 and A$6,157,595, respectively , and negative cash flows from operating activities of A$17,947,997 and A$1,896,750, respectively . As of June 30, 2026, the company had accumulated losses of A$88,692,536 . The company expects to continue to incur losses from operations for the foreseeable future as it continues its exploration activities and develops its projects. Because of the numerous risks and uncertainties associated with its business activities, the company may experience larger than expected future losses and may never become profitable. There is no assurance that the company can establish the existence of any mineral reserve on its property in commercially exploitable quantities. Until it can do so, it cannot earn any revenues from this property and if it does not do so it will lose all of the funds that it expends on exploration. If the company does not discover any mineral reserve in a commercially exploitable quantity, the exploration component of its business could fail. The company has not established that any of its mineral properties contains any mineral reserve according to SEC Mining Disclosure Rules, nor can there be any assurance that it will be able to do so. A mineral reserve is defined by the SEC Mining Disclosure Rules as that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination. There is a probability that the company's mineral property does not contain any "reserves" and any funds that it spends on exploration could be lost. Even if the company does eventually discover mineral reserves on its property, there can be no assurance that it can be developed into producing mines and extract those minerals. Both mineral exploration and development involve a high degree of risk and few mineral properties which are explored are ultimately developed into producing mines. The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond the company's control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

The company faces geographic, regulatory, and macro factors that are constraints. The company's ability to continue the exploration, permitting, development, and construction of its projects will depend in part on its ability to obtain suitable financing. The company has limited financial resources and will need external financing to develop and construct its projects. The company continues to explore various funding opportunities, which may include the issuance of additional equity, new debt, or project specific debt; government funding; and/or other financing or strategic opportunities. Any such financing or strategic transaction would be subject to due diligence, the negotiation of funding terms and other conditions, and there can be no assurance of the amount, timing or nature of any such financing or strategic transaction and any such financing or strategic transaction may not be consummated at all. The company's mining operations are subject to various laws and regulations governing exploration, development, production, taxes, labor standards and occupational health, mine safety, protection of endangered and protected species, toxic substances and explosives use, reclamation, exports, price controls, waste disposal and use, water use, forestry, land claims of local people and other matters. This includes periodic review and inspection of the company's property that may be conducted by applicable regulatory authorities. Although the exploration activities on the company's properties have been, and it expects will continue to be, carried out in accordance with all applicable laws, there is no guarantee that new laws will not be enacted or that existing laws will not be applied in a way which could limit or curtail exploration or, in the future, production. New laws, amendments to current laws or more stringent implementation of existing laws could have a material adverse effect on the company and cause an increase in capital expenditures costs or reduction in levels of exploration, development and/or production. Any failure to comply with applicable laws, even if inadvertent, could result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed. Such enforcement actions could also include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. The company could also be required to reimburse any parties affected by loss or damage caused by its mining activities and could become subject to civil or criminal fines and/or penalties imposed against it for any infringement of applicable laws. For example, Perpetua Resources Corp.'s Stibnite Gold Project, which is adjacent to the company's Horse Heaven Project in Idaho, is subject to ongoing historical legacy impacts and environmental reclamation liabilities and could face further historical legacy challenges in the future. The company's property may face indigenous land claims. The company's property may now or in the future be the subject of indigenous land claims. The legal nature of land claims is a matter of considerable complexity. The impact of any such claim on the company's ownership interest in its properties cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of indigenous rights in the area in which its properties are located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on its operations. Even in the absence of such recognition, the company could at some point be required to negotiate with and seek the approval of holders of such interests in order to facilitate exploration and development work on its property. There is no assurance that the company would be able to establish a practical working relationship with an indigenous group in the area that would allow it to ultimately develop its properties. Non-governmental organizations could seek to delay development of the company's projects. The company's relationship with the communities in which it operates is important to ensure the future success of its operations. While the company believes its relationships with the communities in which it operates are strong, there is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations ("NGOs"), some of which oppose resource development, are often vocal critics of the mining industry and its practices. Adverse publicity generated by such NGOs or others related to extractive industries generally, or its operations specifically, could have an adverse effect on the company's reputation or financial condition and may impact its relationship with the communities in which it operates. While the company believes that it operates in a socially responsible manner, there is no guarantee that its efforts in this respect will mitigate this potential risk. There is a risk that NGOs could cause a delay in the development of the company's projects. For example, Perpetua Resources Corp.'s Stibnite Gold Project, which is adjacent to the company's Horse Heaven Project in Idaho, is subject to ongoing litigation and could face further litigious challenges in the future resulting from actions by NGOs. In February 2025, claims were filed in the U.S. District Court for the District of Idaho against the U.S. Forest Service and other federal agencies by several claimants, including the Idaho Conservation League, alleging violations of the National Environmental Policy Act and other federal laws in the regulatory review process for the Stibnite Gold Project. Among other remedies, the claimants seek to vacate the Final Record of Decision, Final Environmental Impact Statement, the Final Biological Opinions and other approvals and to enjoin any further implementation of the Stibnite Gold Project.

Risk Factors

The company faces material risks specific to its business model and current situation. There is substantial doubt about the company's ability to continue as a going concern for the next twelve months from the date the consolidated financial statements were issued . The company has a history of operating losses and negative cash flows from operating activities since inception. For fiscal years 2026 and 2025, the company had total comprehensive losses of A$53,340,554 and A$6,157,595, respectively , and negative cash flows from operating activities of A$17,947,997 and A$1,896,750, respectively . As of June 30, 2026, the company had accumulated losses of A$88,692,536 . The company has limited financial resources and will need external financing to develop and construct its projects. The company's ability to continue the exploration, permitting, development, and construction of its projects will depend in part on its ability to obtain suitable financing. The company continues to explore various funding opportunities, which may include the issuance of additional equity, new debt, or project specific debt; government funding; and/or other financing or strategic opportunities. Any such financing or strategic transaction would be subject to due diligence, the negotiation of funding terms and other conditions, and there can be no assurance of the amount, timing or nature of any such financing or strategic transaction and any such financing or strategic transaction may not be consummated at all. The company has not established that any of its mineral properties contains any mineral reserve according to SEC Mining Disclosure Rules, nor can there be any assurance that it will be able to do so. There is a probability that the company's mineral property does not contain any "reserves" and any funds that it spends on exploration could be lost. Even if the company does eventually discover mineral reserves on its property, there can be no assurance that it can be developed into producing mines and extract those minerals. Both mineral exploration and development involve a high degree of risk and few mineral properties which are explored are ultimately developed into producing mines. The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond the company's control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable. The company's property may face indigenous land claims. The legal nature of land claims is a matter of considerable complexity. The impact of any such claim on the company's ownership interest in its properties cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of indigenous rights in the area in which its properties are located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on its operations. Non-governmental organizations could seek to delay development of the company's projects. For example, Perpetua Resources Corp.'s Stibnite Gold Project, which is adjacent to the company's Horse Heaven Project in Idaho, is subject to ongoing litigation and could face further litigious challenges in the future resulting from actions by NGOs. In February 2025, claims were filed in the U.S. District Court for the District of Idaho against the U.S. Forest Service and other federal agencies by several claimants, including the Idaho Conservation League, alleging violations of the National Environmental Policy Act and other federal laws in the regulatory review process for the Stibnite Gold Project. Among other remedies, the claimants seek to vacate the Final Record of Decision, Final Environmental Impact Statement, the Final Biological Opinions and other approvals and to enjoin any further implementation of the Stibnite Gold Project.

Management Priorities

Management's tone is focused on the strategic pivot towards the Horse Heaven Project, which is described as the company's only material mineral property. The company's primary focus is on advancing the Horse Heaven Gold-Antimony-Tungsten-Silver Project through targeted fieldwork. The project hosts two high priority antimony, gold, silver and tungsten prospect areas: the Antimony Ridge Fault Zone and the Golden Gate Fault Zone. In addition to these two highly prospective mineralized corridors, the company believes potential exists across the entire project as evidenced by ground-based fieldwork, airborne surveys and historic workings. This is in part based upon the history of Horse Heaven, where antimony was mined during World War I and World War II while tungsten was mined and milled in the 1950's. The company's strategic priorities are to advance the Horse Heaven Project, to monetize non-core assets, and to secure financing. The divestment of the 64North Project enabled the company to monetise a non-core asset and direct additional capital and management attention toward Horse Heaven. The company completed the sale of its non-core 64North Project in Alaska to a wholly owned subsidiary of Northern Star Resources Limited for $2,241,147 million in cash . The company has limited financial resources and will need external financing to develop and construct its projects. The company continues to explore various funding opportunities, which may include the issuance of additional equity, new debt, or project specific debt; government funding; and/or other financing or strategic opportunities. Any such financing or strategic transaction would be subject to due diligence, the negotiation of funding terms and other conditions, and there can be no assurance of the amount, timing or nature of any such financing or strategic transaction and any such financing or strategic transaction may not be consummated at all. There remains substantial doubt about the company's ability to continue as a going concern for the next twelve months from the date the consolidated financial statements were issued . The company's consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the company be unable to continue as a going concern. The company also cannot be certain that additional financing, if needed, will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations.

View Source Annual Report on SEC.gov ↗

References

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  29. [29] Item 3, Risk Factors
  30. [30] Item 4, Business Overview - Horse Heaven Project
  31. [31] Item 4, Business Overview - Horse Heaven Project
  32. [32] Item 4, Business Overview - Horse Heaven Project
  33. [33] Item 4, Business Overview
  34. [34] Item 4, Business Overview
  35. [35] Item 4, Business Overview
  36. [36] Item 3, Risk Factors
  37. [37] Item 3, Risk Factors
  38. [38] Item 3, Risk Factors
  39. [39] Item 3, Risk Factors
  40. [40] Item 3, Risk Factors
  41. [41] Item 3, Risk Factors
  42. [42] Item 3, Risk Factors
  43. [43] Item 3, Risk Factors
  44. [44] Item 4, Business Overview - Horse Heaven Project
  45. [45] Item 3, Risk Factors
  46. [46] Item 3, Risk Factors
  47. [47] Item 3, Risk Factors
  48. [48] Item 3, Risk Factors
  49. [49] Item 3, Risk Factors
  50. [50] Item 3, Risk Factors
  51. [51] Item 3, Risk Factors
  52. [52] Item 3, Risk Factors
  53. [53] Item 3, Risk Factors
  54. [54] Item 4, Business Overview - Horse Heaven Project
  55. [55] Item 4, Business Overview - Horse Heaven Project
  56. [56] Item 3, Risk Factors
  57. [57] Item 3, Risk Factors

Analysis on 10/30/2026