Core Viewpoint - U.S. GoldMining Inc. is advancing its Whistler Gold-Copper Project in Alaska, focusing on new exploration targets and utilizing favorable market conditions for gold, copper, and silver to enhance its mineral resource pipeline [1][3]. Exploration Program Highlights - The 2025 exploration program will target new porphyry gold-copper drill sites within the Whistler Orbit and include follow-up mapping and sampling at the Muddy Creek prospect [1][2]. - The Whistler Project encompasses three mineral systems: Whistler – Raintree, Island Mountain, and Muddy Creek, with the existing deposits occupying only about 1% of the company's land holdings [2][3]. Program Details - The exploration will commence with shallow auger drilling at the Whistler – Raintree mineral system, utilizing a mobile 'shock auger' drill to efficiently test multiple near-surface target areas [4][5]. - Over 25 potential exploration targets have been identified within the Whistler – Raintree mineral system, characterized by geophysical signatures similar to the known Whistler deposit [4][5]. Muddy Creek Exploration - Previous exploration at Muddy Creek included 73 rock chip samples, with 20 samples exceeding 10 grams per tonne gold, and peak values reaching 111.50 g/t Au [6]. - The upcoming mapping and sampling will aim to define zones of higher density quartz veining within the granitoid intrusion, setting the stage for future drilling [6]. Technical Information - The Whistler Project is located 105 miles (170 kilometers) northwest of Anchorage, Alaska, covering approximately 53,700 acres (217.5 square kilometers) [9]. - The current mineral resource estimate for the project includes 294 million tonnes at 0.68 g/t AuEq for 6.48 million ounces AuEq Indicated, and 198 million tonnes at 0.65 g/t AuEq for 4.16 million ounces AuEq Inferred [9].

Core Viewpoint - U.S. GoldMining Inc. is advancing the Whistler Gold-Copper Project in Alaska, which is positioned to benefit from rising metal prices and supportive federal policies aimed at enhancing domestic resource security [1][2][4]. Company Overview - U.S. GoldMining Inc. focuses on the Whistler Gold-Copper Project, located 105 miles northwest of Anchorage, Alaska, covering approximately 53,700 acres [10]. - The project contains significant mineral resources, including over 1 billion pounds of copper, 3.93 million ounces of gold, and almost 19 million ounces of silver in the Indicated category [4][10]. Project Details - The Whistler Project is the closest large undeveloped gold-copper mineral deposit to Anchorage, benefiting from proximity to infrastructure such as highways and port facilities [5]. - The project has a mineral resource estimate of 294 million tonnes at 0.68 g/t AuEq for 6.48 million ounces AuEq Indicated, and 198 million tonnes at 0.65 g/t AuEq for 4.16 million ounces AuEq Inferred [10]. Market Context - Copper prices have increased approximately 14% over the past month and are up about 20% compared to the same time last year, which is favorable for the project [1]. - Recent U.S. federal initiatives aim to expedite permitting processes for mine development, enhancing the project's potential [2]. Strategic Advantages - The project aligns with U.S. critical mineral priorities, reducing dependence on imports from high-risk jurisdictions [5]. - U.S. GoldMining is positioned to benefit from a supportive climate of state and federal policies regarding responsible resource extraction in Alaska [5].

Core Viewpoint - U.S. GoldMining Inc. has partnered with Ausenco Engineering Canada ULC to conduct a Preliminary Economic Assessment (PEA) for the Whistler Gold-Copper Project, aiming to evaluate the potential for a standalone open-pit mining operation in Alaska [1][3]. Company Overview - U.S. GoldMining Inc. is focused on the exploration and development of the Whistler Gold-Copper Project, which is 100% owned by the company and located 105 miles (170 kilometers) northwest of Anchorage, Alaska. The project encompasses several gold-copper porphyry deposits and exploration targets across approximately 53,700 acres (217.5 square kilometers) of State of Alaska Mining claims [4]. Project Details - The PEA will assess the Whistler mineral resource estimate, which currently includes 6.48 million ounces (Moz) of gold equivalent (AuEq) in the indicated resource category and 4.16 Moz AuEq in the inferred resource category. The project is expected to benefit from near-surface, higher-grade core material during the initial years of production [6]. - The PEA will utilize an updated mineral resource estimate that incorporates 2024 drilling data, which was not included in the previous estimates. Additionally, metallurgical testing is being conducted by Base Metallurgical Laboratories Ltd. [6]. Consulting Partnership - Ausenco was selected as the principal consulting firm for the PEA after a comprehensive bidding process involving 13 firms. The selection was based on Ausenco's extensive experience and successful track record in conducting similar studies globally [6]. Future Outlook - The company anticipates completing the PEA by the end of the year and plans to provide periodic updates on the study's progress, highlighting the potential for significant value creation for shareholders [3].

Core Viewpoint - U.S. GoldMining Inc. has been added to the Russell 3000® Index, marking a significant milestone for the company and reflecting its growth and value creation since its IPO in April 2023 [1][4]. Company Summary - U.S. GoldMining Inc. focuses on the exploration and development of the Whistler Gold-Copper Project, which is located 105 miles (170 kilometers) northwest of Anchorage, Alaska. The project encompasses several gold-copper porphyry deposits and exploration targets across approximately 53,700 acres (217.5 square kilometers) of state mining claims [5]. - The Whistler Project's Mineral Resource Estimate includes 294 million tons at 0.68 g/t AuEq, totaling 6.48 million ounces of AuEq indicated resources, and 198 million tons at 0.65 g/t AuEq, totaling 4.16 million ounces of AuEq inferred resources [5]. Industry Context - The Russell 3000® Index includes the 4,000 largest U.S. stocks ranked by total market capitalization as of April 30, and membership in this index ensures automatic inclusion in either the large-cap Russell 1000® Index or the small-cap Russell 2000® Index, along with relevant growth and value style indexes [2]. - Approximately $10.6 trillion in assets are benchmarked against the Russell US indexes, which are widely utilized by investment managers and institutional investors for index funds and as benchmarks for active investment strategies [3].

Core Insights - The Whistler Gold-Copper Project, located in the West Susitna Mineral District of Alaska, has significant established mineral resources and potential for critical metals like antimony and tungsten [1][15] - The project encompasses three known mineral systems with existing gold-copper-silver deposits and over 25 additional exploration targets identified [1][4] - The exploration methodology includes advanced techniques such as magnetic survey data inversion modeling, which aids in identifying high-priority targets for systematic exploration [1][6] Exploration Potential - The geological analysis indicates a strong potential for resource growth based on successful field seasons in 2023 and 2024, with over 25 individual exploration targets identified [2][4] - The Whistler Orbit area is characterized by a porphyry cluster, which is a primary source of copper globally and can also yield significant amounts of gold, silver, and molybdenum [4][15] - Recent drilling results south of the Raintree West deposit revealed 138.0 meters at 0.99 g/t AuEq, indicating promising mineralization in previously unexplored areas [4][10] Geological Features - The Whistler-Raintree mineral system covers an area of approximately 5 x 5 km and includes multiple mapped porphyry intrusions [4][15] - The region's topography and geological cover necessitate the use of remote sensing techniques, such as airborne magnetic surveying, to explore for mineralization [3][5] - High magnetite concentrations in the area can be targeted for on-ground exploration, with 3D subsurface inversion modeling providing insights into the geometry of magnetic anomalies [6][7] Future Exploration Plans - The company is planning future exploration programs to test the highest-ranking targets identified, with potential activities expected to commence in the upcoming summer [4][11] - The exploration strategy aims to not only assess existing resources but also to build a pipeline of future potential resources for larger mining opportunities [11][15] - The Whistler Project encompasses a total land package of 53,700 acres, with existing deposits making up less than 1% of the total area [4][15]

Core Viewpoint - U.S. GoldMining Inc. has provided an update on the exploration results for the Whistler Gold-Copper Project, highlighting significant potential for further discoveries and resource development in Alaska [1][4]. Exploration and Resource Potential - The Whistler Project contains three mineral systems: Whistler - Raintree, Island Mountain, and Muddy Creek, with existing deposits and numerous undrilled targets identified [2][5]. - The current mineral resource estimate includes 294 million tonnes (Mt) at 0.68 grams per tonne (g/t) gold equivalent (AuEq) for 6.48 million ounces (Moz) AuEq indicated, and 198 Mt at 0.65 g/t AuEq for 4.16 Moz AuEq inferred [8]. - The existing deposits occupy only approximately 1% of the Company's land holdings, indicating broader exploration potential across the 53,700 acres of State mining claims [3][5]. Infrastructure and Economic Assessment - The Whistler Project is strategically located near major infrastructure and is expected to benefit from the planned West Susitna Access Road, enhancing its economic viability [4]. - An initial economic assessment has been launched for the known gold-copper deposits, with exploration programs designed to run concurrently to maximize the project's potential [5][6]. Geological Analysis and Future Plans - Geological analysis indicates significant potential for further discoveries based on previous drilling campaigns and ongoing exploration efforts [4][6]. - The Company is prioritizing numerous targets across the identified mineral systems and plans to develop phased exploration programs starting in the summer [5][6]. Recent Discoveries - Notable drill results include the longest intercept of consistent mineralization at the Whistler Deposit, measuring 652.5 meters at 0.73 g/t Au, and a new discovery near Raintree West of 138.0 meters at 0.99 g/t AuEq [11].

PART I – FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial information, including financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents U.S. GoldMining Inc.'s unaudited condensed consolidated financial statements for Q1 2025, highlighting a net loss and decreased cash and cash equivalents Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,959,417 | $3,880,747 | | Total current assets | $3,206,408 | $4,118,228 | | Total assets | $4,195,815 | $5,149,151 | | **Liabilities & Equity** | | | | Total current liabilities | $588,209 | $420,241 | | Total liabilities | $869,861 | $704,016 | | Total stockholders' equity | $3,325,954 | $4,445,135 | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Exploration expenses | $223,227 | $414,497 | | General and administrative expenses | $1,055,808 | $662,901 | | Loss from operations | $(1,319,304) | $(1,106,755) | | Net loss for the period | $(1,291,596) | $(962,449) | | Basic and diluted loss per share | $(0.10) | $(0.08) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(921,337) | $(467,229) | | Net cash used in investing activities | $0 | $(1,900) | | Net cash provided by financing activities | $0 | $3,700 | | Net change in cash | $(921,337) | $(465,429) | [Note 1: Business](index=8&type=section&id=Note%201%3A%20Business) U.S. GoldMining Inc. is a mineral exploration company focused on its 100%-owned Whistler Project in Alaska, operating as a **79.3%** subsidiary of GoldMining Inc - The company is a subsidiary of GoldMining Inc., which owns approximately **79.3%** of the outstanding shares as of March 31, 2025[17](index=17&type=chunk) - The company's primary asset is the **100%-owned** Whistler exploration property located in Alaska, which is accessible by fixed-wing aircraft[20](index=20&type=chunk) [Note 9: Capital Stock](index=11&type=section&id=Note%209%3A%20Capital%20Stock) This note details the company's capital structure, including authorized shares, equity incentive plans, and outstanding warrants, noting an ATM program and various stock-based compensation plans - The company established an At The Market (ATM) Program to sell up to **$5.5 million** of common stock, but no shares were sold under this program during the three months ended March 31, 2025[35](index=35&type=chunk) - As of March 31, 2025, there were **1,740,992** common stock purchase warrants outstanding, exercisable at **$13.00** per share with a remaining life of **1.07 years**[43](index=43&type=chunk) - Total stock-based compensation expense recognized in Q1 2025 was **$172,415**, comprised of expenses for stock options (**$109,502**), RSUs (**$60,959**), and Restricted Shares (**$1,954**)[41](index=41&type=chunk)[47](index=47&type=chunk)[49](index=49&type=chunk) [Note 12: Commitments and Contingencies](index=15&type=section&id=Note%2012%3A%20Commitments%20and%20Contingencies) The company has ongoing financial commitments for the Whistler Project, including annual land payments, labor requirements, and multiple Net Smelter Return royalty agreements - To keep the Whistler Project in good standing, the company is required to make annual land payments of **$230,605** and meet an annual labor requirement of **$135,200** (or make a cash-in-lieu payment)[58](index=58&type=chunk) - The Whistler Project is subject to a **2.75%** NSR royalty held by Osisko Mining (USA) Inc. and a **1.0%** NSR royalty held by a subsidiary of Gold Royalty Corp[59](index=59&type=chunk)[60](index=60&type=chunk) [Note 13: Related Party Transactions](index=16&type=section&id=Note%2013%3A%20Related%20Party%20Transactions) The company engages in related party transactions, primarily with its parent GoldMining Inc. for shared services, and with Blender Media Inc. for G&A costs - Allocated costs from the parent company, GoldMining Inc., were **$0** in Q1 2025, down from **$10,966** in Q1 2024[61](index=61&type=chunk) - The company incurred **$1,257** in G&A costs in Q1 2025 paid to Blender Media Inc., a company related to a director of GoldMining, a significant decrease from **$100,820** in Q1 2024[62](index=62&type=chunk) [Note 14: Subsequent Event](index=16&type=section&id=Note%2014%3A%20Subsequent%20Event) Subsequent to Q1 2025, the company utilized its At The Market (ATM) program to raise additional capital - Subsequent to March 31, 2025, the company sold **46,709** shares of Common Stock under the ATM Program for gross proceeds of **$489,303**[65](index=65&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes the company's financial condition and operational results for Q1 2025, covering business overview, recent developments, operating results, liquidity, and critical accounting estimates [Business Overview & Recent Developments](index=18&type=section&id=Business%20Overview%20%26%20Recent%20Developments) U.S. GoldMining, an exploration-stage company focused on the Whistler gold-copper project, announced plans for a PEA and initiated metallurgical testwork in 2025 - The company announced plans to commence an initial economic assessment (PEA) for the Whistler Project on April 15, 2025[80](index=80&type=chunk) - On April 24, 2025, the company began metallurgical testwork to develop a preliminary process flowsheet optimized for metal recovery, which will be used in the PEA[81](index=81&type=chunk) - Additional diamond core drill results from the 2024 program were announced in February 2025, showing high-grade mineralization at the Whistler Deposit[78](index=78&type=chunk) [Results of Operations](index=19&type=section&id=Results%20of%20Operations) The company's net loss increased to **$1.3 million** in Q1 2025, primarily due to higher general and administrative expenses, despite decreased exploration costs Comparison of Operating Results (Q1 2025 vs Q1 2024) | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Net loss | $(1,291,596) | $(962,449) | $(329,147) | | Loss from operations | $(1,319,304) | $(1,106,755) | $(212,549) | | Exploration expenses | $223,227 | $414,497 | $(191,270) | | General and administrative expenses | $1,055,808 | $662,901 | $392,907 | - Exploration expenses decreased primarily due to lower camp and field support costs in Q1 2025 compared to Q1 2024[85](index=85&type=chunk)[87](index=87&type=chunk) - General and administrative expenses increased mainly due to higher digital marketing expenditures and increased stock-based compensation[85](index=85&type=chunk)[87](index=87&type=chunk) [Liquidity and Capital Resources](index=21&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, cash and working capital decreased, with the company relying on external financing to fund operations, though management deems current cash sufficient for the next twelve months Liquidity and Capital Position | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $2,959,417 | $3,880,747 | | Working capital | $2,618,199 | $3,697,987 | - The company's ability to meet obligations depends on its ability to raise capital through equity offerings, as it has not generated any revenue from operations[92](index=92&type=chunk)[55](index=55&type=chunk) - Management believes that existing cash on hand is sufficient to fund working capital requirements for the next twelve months[56](index=56&type=chunk) - Net cash used in operating activities increased to **$921,337** in Q1 2025 from **$467,229** in Q1 2024, primarily due to an increase in operating expenses[94](index=94&type=chunk) [Critical Accounting Estimates and Judgments](index=23&type=section&id=Critical%20Accounting%20Estimates%20and%20Judgments) This section outlines key accounting estimates and judgments, including asset retirement obligations and the valuation of stock-based compensation using models like Black-Scholes - Estimating the asset retirement obligation is a critical judgment, involving assumptions about future costs, timing, inflation, and interest rates[108](index=108&type=chunk) - The valuation of Restricted Shares and RSUs requires estimating the vesting period and fair value at the grant date[110](index=110&type=chunk) - The company uses the Black-Scholes model to value stock options, which requires assumptions for expected volatility (based on peer companies), option life, and interest rates[111](index=111&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, U.S. GoldMining Inc. is exempt from providing detailed market risk disclosures - As a smaller reporting company, U.S. GoldMining Inc. is not required to provide information for this item[116](index=116&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[117](index=117&type=chunk) - There were no material changes in the company's internal control over financial reporting during the first quarter of 2025[118](index=118&type=chunk) PART II – OTHER INFORMATION This section covers other required information, including legal proceedings, risk factors, sales of equity securities, and exhibits [Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - The company is not currently involved in any material legal proceedings[120](index=120&type=chunk) [Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - There have been no material changes in the risk factors discussed in the company's Annual Report[121](index=121&type=chunk) [Other Information (Items 2, 3, 4, 5)](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section confirms no unregistered sales of equity, no defaults on senior securities, no mine safety disclosures, and no other information requiring disclosure under Item 5 - The company reported 'None' for Unregistered Sales of Equity Securities and Use of Proceeds (Item 2), Defaults Upon Senior Securities (Item 3), and Other Information (Item 5)[122](index=122&type=chunk)[124](index=124&type=chunk) - Mine Safety Disclosures (Item 4) were 'Not applicable'[123](index=123&type=chunk) [Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Interactive Data Files (XBRL) for financial reporting - The filed exhibits include CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[125](index=125&type=chunk) - Interactive Data Files (XBRL documents) are also included as exhibits with the filing[125](index=125&type=chunk)

Core Viewpoint - U.S. GoldMining Inc. has initiated metallurgical testwork for the Whistler Gold-Copper Project to support a preliminary economic assessment (PEA) under U.S. and Canadian regulations [1][3]. Company Overview - U.S. GoldMining Inc. is focused on the Whistler Gold-Copper Project, which is 100% owned and located 105 miles northwest of Anchorage, Alaska, covering approximately 53,700 acres [4]. - The Whistler Project includes several gold-copper porphyry deposits with a mineral resource estimate of 294 million tons at 0.68 g/t AuEq for 6.48 million ounces AuEq indicated, and 198 million tons at 0.65 g/t AuEq for 4.16 million ounces AuEq inferred [4]. Metallurgical Testwork - The metallurgical testwork aims to develop an optimized preliminary process flowsheet for metal recovery, which will be utilized in the proposed PEA [8]. - Base Metallurgical Laboratories Ltd. has been engaged to conduct the testwork, which will include preparation of variability composites, feed characterization, detailed mineralogy studies, comminution testing, and flotation testing [8]. - Previous testwork indicated recoveries of 70% for gold and 83% for copper, suggesting potential for further optimization [3][8].

Core Viewpoint - U.S. GoldMining Inc. is initiating a Preliminary Economic Assessment (PEA) for the Whistler Gold-Copper Project, which is expected to evaluate the project's economic viability and potential for future mining opportunities [1][2][3]. Project Overview - The Whistler Gold-Copper Project is located 105 miles northwest of Anchorage, Alaska, and is the closest large undeveloped gold-copper mineral deposit to the city [3][7]. - The project consists of several gold-copper porphyry deposits and exploration targets within a large regional land package totaling approximately 53,700 acres [7]. Economic Assessment Details - The PEA will be conducted under U.S. Regulation S-K 1300 and Canadian National Instrument 43-101, aiming to provide an initial economic assessment of the project [1][3]. - The existing mineral resource estimate includes 294 million tonnes at 0.68 grams per tonne gold equivalent for 6.48 million ounces in the indicated resource category, and 198 million tonnes at 0.65 grams per tonne for an additional 4.16 million ounces in the inferred resource category [3][4]. Recent Developments - The decision to proceed with the PEA follows successful drilling programs in 2023 and 2024, which yielded significant high-grade mineralization results [2][3]. - The company has received strong interest from potential mine engineering partners and is currently in the Request for Proposal (RFP) process to select a firm for the PEA [2][3]. Market Context - The timing of the PEA aligns with strong metal pricing, with current spot gold prices exceeding $3,000 per ounce, significantly higher than the mineral resource estimate price of $1,850 per ounce [3]. - The project benefits from a supportive policy environment for responsible resource extraction in Alaska [3]. Future Prospects - The company believes that the Whistler Project could present a robust future mining opportunity, contributing to economic development in South Central Alaska and enhancing mineral resource security in the United States [2][3].

IPO and Financial Overview - The company completed its initial public offering (IPO) in April 2023, issuing 2,000,000 units at an initial price of $10.00 per unit, resulting in gross proceeds of $20,000,000[42]. - GoldMining Inc. owns approximately 79.3% of the company's outstanding common stock, representing a significant financial backing[39]. - The company has experienced negative cash flows from operating activities since incorporation and does not anticipate generating operating revenues in the foreseeable future, relying on financings for operational funding[92]. - Additional financing will be required to fund exploration and development; failure to obtain such financing could materially affect the company's financial condition and operations[93]. - The company has never paid dividends on its Common Stock and does not anticipate doing so in the foreseeable future, focusing instead on retaining earnings for business development[138]. - The total estimated use of proceeds from the IPO was $17,300,000, which matches the actual use of proceeds[220]. - As of March 27, 2025, there were 12,462,174 shares of Common Stock outstanding, held by approximately 20 holders of record[215]. - The company has never declared or paid any dividends on its Common Stock and intends to retain future earnings for business growth[216]. Exploration and Development Activities - The company mobilized a field team for its initial 2023 confirmatory exploration program at the Whistler Project, with a Phase 1 drilling program planned to include 5,000 meters of drilling[44]. - As of January 16, 2024, the company announced results from four initial confirmatory drill holes covering 2,234 meters at the Whistler Project, with drilling paused for winter[44]. - In 2024, the company completed six diamond core holes for 4,006 meters, bringing the total drilling meterage for 2023 and 2024 to 6,240 meters[45]. - The company holds a 100% interest in the Whistler Project, which is currently its only mineral property and is in the exploration stage[66]. - The company plans to seek acquisition opportunities to enhance the value of its assets and demonstrate potential for significant growth through exploration and development[47]. - The company has received necessary permits for exploration activities, including the Multi-Year 2022-2026 Exploration and Reclamation Permit approved by Alaska's Department of Natural Resources[58]. - The company has submitted an APMA for the Whistler Project, receiving approval for exploration plans on September 22, 2022, and amendments on July 7, 2023[100]. - The company plans to complete an additional 10,000 meters of core drilling in 2024, reduced from an initial target of 15,000 meters to better assess actual drilling costs[195]. - The confirmatory drill program commenced in August 2023, aimed at supporting an updated Mineral Resource estimate for the Whistler Project[197]. - The drilling program for 2024 included six diamond core holes totaling 4,006 meters, bringing the total drill production meterage for 2023 and 2024 to 6,240 meters[198]. - The company is focusing on delineating the geometry and continuity of mineralization within the Whistler Deposit, particularly in higher-grade zones[209]. Geological and Resource Information - The Whistler Project comprises 377 mining claims covering an aggregate area of approximately 217.5 km²[156]. - The total acquisition cost for the Whistler Project was approximately $1.32 million, completed in August 2015[160]. - The project includes a 2.75% net smelter return (NSR) royalty over all claims, with an option to buy down to 2.0% for a one-time payment of $5 million[160]. - The Whistler Deposit is characterized by a high-grade core with significant potassic alteration and mineralization, particularly in the eastern part of the intrusive suite[172]. - The geological setting of the Whistler Project includes a thick succession of Cretaceous to early Tertiary volcano-sedimentary rocks[168]. - The Whistler Deposit has an indicated resource estimate of 282,205 ktonnes with in situ grades of 0.68 g/t gold and 0.41% copper, totaling approximately 3,724 koz of gold and 999 million lbs of copper[192]. - The inferred resource estimate for the Whistler Pit is 18,224 ktonnes with in situ grades of 0.63 g/t gold and 0.40% copper, totaling approximately 233 koz of gold and 54 million lbs of copper[192]. - The total indicated resource across all deposits is 294,474 ktonnes with an average in situ grade of 0.68 g/t gold and 0.42% copper, totaling approximately 3,933 koz of gold and 1,024 million lbs of copper[192]. Operational Risks and Challenges - The exploration and development of mineral properties are highly speculative, with most projects not resulting in commercially viable deposits[68]. - Significant capital investment is required for exploration, with costs influenced by factors such as deposit size, grade, and proximity to infrastructure[70]. - There is no assurance that mineral exploration will yield commercial quantities of ore, impacting long-term profitability[69]. - Mineral resource estimates are subject to uncertainties and may not reflect actual production capabilities, affecting financial viability[72]. - The Whistler Project currently has no known commercial quantities of mineral reserves, and development is contingent on further exploration results[73]. - The mining industry is competitive, with challenges in acquiring properties, recruiting skilled labor, and securing necessary capital[84]. - Global financial market volatility can adversely affect the mining industry, impacting growth and financial conditions[85]. - Commodity price fluctuations, particularly in gold, can affect the ability to raise capital and the economic feasibility of mining operations[87]. - Increased inflation may lead to higher operational costs, affecting exploration activities and overall financial performance[89]. - Environmental, social, and governance (ESG) considerations may increase costs and impact access to capital, affecting business operations[80]. - The United States announced additional 25% tariffs on all goods from Canada and Mexico, and a 10% tariff on goods from China, which may adversely impact the company's business and financial condition[90]. - The company may face significant hazards during exploration and production, which may not be fully covered by insurance, potentially leading to financial losses[95]. - Compliance with environmental laws and regulations may increase operational costs and restrict activities, impacting profitability and project feasibility[109]. - Proposed legislation could significantly affect the mining industry, potentially limiting mineral rights and imposing federal royalties, adversely impacting cash flow and operations[115]. - The validity of the company's title to the Whistler Project may be disputed, which could affect operations and rights[105]. - Legal proceedings may expose the company to significant liabilities, impacting financial position and diverting management's attention[116]. Corporate Governance and Management - The company has established a cost-efficient business model by utilizing a highly experienced team and third-party resources to maintain flexibility in its cost structure[49]. - The company is committed to responsible exploration and mining practices, with oversight provided by its board of directors and a dedicated Sustainability Committee[51]. - The company has adopted a Cybersecurity Policy to manage risks related to data privacy and cybersecurity, focusing on technology, processes, and personnel[143]. - The company may enter into transactions with related parties, which could present conflicts of interest and potentially less favorable terms for the company[122]. - The company may fail to maintain effective internal controls over financial reporting, which could adversely affect investor confidence and the market value of its securities[124]. - The market price of the company's securities may be volatile due to various factors, including changes in operating performance and market conditions[132]. - The company may issue additional shares of preferred stock in the future, which could adversely affect the rights of Common Stock holders and delay changes in control[136]. - The company faces intense competition for qualified personnel, which may hinder its ability to attract and retain key management and technical staff[118]. - The company has not engaged in formal hedging programs to mitigate currency exchange risks, which may significantly impact financial results[91]. - The company has not repurchased any equity securities during the fourth quarter of the fiscal year ended December 31, 2024[217].