UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ BERTO ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 99-4250815 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 1180 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144 For the quarterly period ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _____ ...

PART I. Financial Information [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) The company presents its unaudited condensed consolidated financial statements and accompanying notes for the periods ended June 30, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (dollars in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change ($K) | | :--- | :--- | :--- | :--- | | Total Assets | 90,584 | 93,171 | (2,587) | | Total Liabilities | 144,646 | 139,965 | 4,681 | | Total Stockholders' Deficit | (54,062) | (46,794) | (7,268) | | Cash and cash equivalents | 3,659 | 3,465 | 194 | | Restricted cash | 5,331 | 13,087 | (7,756) | | Property held for lease, net | 69,393 | 67,085 | 2,308 | | Revolving line of credit, net | 80,617 | 82,582 | (1,965) | | Term loan, net, current | 28,280 | 30,047 | (1,767) | | Derivative liability - new term loan | 3,558 | — | 3,558 | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations Highlights (dollars in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($K) | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 71,886 | 58,863 | 13,023 | 22.1% | | Cost of Revenue | 60,718 | 48,935 | 11,783 | 24.1% | | Gross Profit | 11,168 | 9,928 | 1,240 | 12.5% | | Operating Expenses | 12,578 | 12,549 | 29 | 0.2% | | Loss from Operations | (1,410) | (2,621) | 1,211 | (46.2%) | | Net Loss | (7,835) | (6,888) | (947) | 13.7% | | Net Loss per Common Share | (1.63) | (1.61) | (0.02) | 1.2% | | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($K) | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 143,832 | 123,924 | 19,908 | 16.1% | | Cost of Revenue | 118,315 | 97,508 | 20,807 | 21.3% | | Gross Profit | 25,517 | 26,416 | (899) | (3.4%) | | Operating Expenses | 27,463 | 25,237 | 2,226 | 8.8% | | Income (loss) from Operations | (1,946) | 1,179 | (3,125) | (265.1%) | | Net Loss | (13,523) | (7,458) | (6,065) | 81.3% | | Net Loss per Common Share | (2.87) | (1.75) | (1.12) | 64.0% | [Condensed Consolidated Statements of Stockholders' Deficit](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Deficit) Stockholders' Deficit Changes (amounts in thousands) | Metric | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Balances at Period End (Shares) | 4,447 | 4,570 | | Total Stockholders' Deficit | (46,794) | (54,062) | | Accumulated Deficit | (148,451) | (161,974) | | Issuance of warrants (Refinancing Agreement) | — | 3,934 | | Stock-based compensation expense (Six Months) | — | 1,930 | | Issuance of shares (litigation settlement) | — | 752 | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows Highlights (dollars in thousands, Six Months Ended June 30) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | (3,196) | 1,352 | | Net cash used in investing activities | (660) | (337) | | Net cash (used in) provided by financing activities | (3,706) | 8,548 | | Net (decrease) increase in cash, cash equivalents and restricted cash | (7,562) | 9,563 | | Cash and cash equivalents and restricted cash at end of period | 8,990 | 38,374 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) - Katapult operates a technology-driven lease-to-own platform for underserved U.S. non-prime consumers, with **revenue strongest in Q1** due to holiday originations and tax refunds[25](index=25&type=chunk)[26](index=26&type=chunk) - Key accounting estimates include property held for lease depreciation/impairment, derivative liability fair value, and deferred tax asset valuation[29](index=29&type=chunk)[30](index=30&type=chunk) Property Held for Lease and Cost of Revenue (dollars in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Property held for lease, net | 69,393 | 67,085 | | Cost of Revenue Component | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Depreciation expense for property held for lease | 41,473 | 34,441 | | Depreciation for early lease purchase options (buyouts) | 9,346 | 7,144 | | Depreciation for impaired leases | 7,300 | 5,932 | | Other | 2,599 | 1,418 | | **Total cost of revenue** | **60,718** | **48,935** | - On June 12, 2025, the company entered into a Refinancing Agreement, establishing a New Revolving Facility with an initial committed amount of **$110 million** and a New Term Loan with an initial principal amount of **$33 million**[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) - The company's financial statements are prepared on a going concern basis, but rigorous covenants of the New Revolving Credit Facility **raise substantial doubt about its ability to continue as a going concern**[76](index=76&type=chunk) - Warrants to purchase **486,264 shares** of common stock were issued to Blue Owl with an exercise price of $0.01 per share[90](index=90&type=chunk)[91](index=91&type=chunk) - The DCA Litigation was settled for **$3.0 million**, and the Shareholder Litigation was settled for **$12.0 million**[97](index=97&type=chunk)[100](index=100&type=chunk)[104](index=104&type=chunk) Fair Value Measurements (dollars in thousands, June 30, 2025) | Metric | Carrying Amount | Fair Value | | :--- | :--- | :--- | | New Revolving Facility | 80,617 | 79,995 | | New Term Loan | 28,280 | 29,097 | | Derivative Liability - New Term Loan | 3,558 | 3,558 | | Warrant liability | 103 | 103 | - Subsequent to June 30, 2025, stockholders approved the issuance of shares for the Blue Owl Warrants and Term Loan Conversion, setting the Refinancing Agreement maturity date to December 31, 2026[115](index=115&type=chunk)[116](index=116&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, highlighting revenue growth from Katapult Pay, offset by declining margins, increased net losses, and liquidity challenges [OVERVIEW](index=29&type=section&id=OVERVIEW) - Katapult Holdings, Inc. operates a technology-driven lease-to-own platform that integrates with omnichannel retailers and e-commerce platforms to serve underserved U.S. non-prime consumers[121](index=121&type=chunk) [Key Performance Metrics](index=29&type=section&id=Key%20Performance%20Metrics) Gross Originations (dollars in thousands) | Period | 2025 | 2024 | Change ($K) | % Change | | :--- | :--- | :--- | :--- | :--- | | Three Months Ended June 30 | 72,138 | 55,311 | 16,827 | 30.4% | | Six Months Ended June 30 | 136,337 | 110,941 | 25,396 | 22.9% | - Wayfair's share of gross originations (excluding Katapult Pay) **decreased to 27%** for the three and six months ended June 30, 2025, down from 48% in the prior year periods[124](index=124&type=chunk)[126](index=126&type=chunk) - Katapult Pay's share of gross originations **increased to 39%** for the three months ended June 30, 2025 (from 28% in 2024) and to 37% for the six months (from 27% in 2024)[125](index=125&type=chunk)[127](index=127&type=chunk) [RESULTS OF OPERATIONS](index=31&type=section&id=RESULTS%20OF%20OPERATIONS) Total Revenue and Gross Profit (dollars in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($K) | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 71,886 | 58,863 | 13,023 | 22.1% | | Cost of Revenue | 60,718 | 48,935 | 11,783 | 24.1% | | Gross Profit | 11,168 | 9,928 | 1,240 | 12.5% | | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($K) | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 143,832 | 123,924 | 19,908 | 16.1% | | Cost of Revenue | 118,315 | 97,508 | 20,807 | 21.3% | | Gross Profit | 25,517 | 26,416 | (899) | (3.4%) | - **Gross profit as a percentage of total revenue decreased** to 15.5% for Q2 2025 (from 16.9% in 2024) and to 17.7% for H1 2025 (from 21.3% in 2024)[140](index=140&type=chunk)[147](index=147&type=chunk) - Interest expense increased by **$0.7 million** for the three months and **$1.3 million** for the six months ended June 30, 2025, due to higher outstanding debt balances[143](index=143&type=chunk)[148](index=148&type=chunk) [Non-GAAP Financial Measures](index=34&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP Financial Measures (dollars in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Adjusted Gross Profit | 9,211 | 8,296 | 21,703 | 23,143 | | Adjusted EBITDA | 322 | (377) | 2,562 | 5,253 | | Adjusted Net Loss | (5,659) | (5,445) | (9,015) | (4,462) | | Fixed Cash Operating Expenses | 9,159 | 9,102 | 19,561 | 18,492 | [LIQUIDITY & CAPITAL RESOURCES](index=36&type=section&id=LIQUIDITY%20&%20CAPITAL%20RESOURCES) - As of August 8, 2025, the combined principal balance outstanding under the New Revolving Facility and New Term Loan was approximately **$115.9 million**[158](index=158&type=chunk) Cash Flow Summary (dollars in thousands, Six Months Ended June 30) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | (3,196) | 1,352 | | Net cash used in investing activities | (660) | (337) | | Net cash (used in) provided by financing activities | (3,706) | 8,548 | | Cash, cash equivalents and restricted cash at end of period | 8,990 | 38,374 | - The company's financial statements are prepared on a going concern basis, but rigorous covenants of the New Revolving Credit Facility **raise substantial doubt about its ability to continue for one year**[166](index=166&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to interest rate risk from its variable and fixed-rate debt facilities, with a 100 basis point change significantly impacting annual interest expense - The New Revolving Facility accrues interest at a SOFR-based rate plus 7.00% per annum, resulting in an **11.9% interest rate** as of June 30, 2025[177](index=177&type=chunk) - The New Term Loan bears a **fixed interest rate of 18.0%** per annum, accruing as PIK interest weekly[178](index=178&type=chunk) - A hypothetical **100 basis point change** in interest rates would alter the annual interest expense by approximately **$0.8 million** for the New Revolving Facility and **$0.3 million** for the New Term Loan[179](index=179&type=chunk) - Inflation has indirectly impacted the business by **negatively affecting consumer spending** and the sales of key merchants[180](index=180&type=chunk) [ITEM 4. Controls and Procedures](index=40&type=section&id=ITEM%204.%20Controls%20and%20Procedures) As of June 30, 2025, management concluded that the company's disclosure controls and procedures were effective, with no material changes in internal controls - The Chief Executive Officer and Chief Financial Officer concluded that the company's **disclosure controls and procedures were effective** as of June 30, 2025[182](index=182&type=chunk) - **No material changes** in internal control over financial reporting occurred during the six months ended June 30, 2025[183](index=183&type=chunk) PART II. Other Information [ITEM 1. LEGAL PROCEEDINGS](index=40&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company details its involvement in various legal proceedings, including settled lawsuits and an ongoing patent claim - The company is involved in various legal proceedings, with details provided in Note 9 to the Unaudited Condensed Consolidated Financial Statements[184](index=184&type=chunk) [ITEM 1A. RISK FACTORS](index=40&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks from its debt agreement, merchant concentration, consumer behavior, competition, and legal and compliance challenges - If the company triggers an event of default under the Refinancing Agreement, **obligations could accelerate**, materially impacting the business[186](index=186&type=chunk)[193](index=193&type=chunk)[196](index=196&type=chunk) - The New Term Loan and Blue Owl Warrants may result in **substantial dilution to stockholders**, with the Term Loan Conversion potentially issuing up to **21,378,017 shares**[186](index=186&type=chunk)[197](index=197&type=chunk) - The company has substantial indebtedness, with approximately **$113.6 million principal outstanding** under the Refinancing Agreement as of June 30, 2025[190](index=190&type=chunk)[198](index=198&type=chunk) - The Refinancing Agreement includes **restrictive and financial maintenance covenants** that could limit operations or growth strategies[190](index=190&type=chunk)[202](index=202&type=chunk) - A significant portion of gross originations is concentrated with **Wayfair (27% for Q2 and H1 2025)**, creating vulnerability[190](index=190&type=chunk)[205](index=205&type=chunk) - The company's success depends on customers making timely lease payments, which is influenced by factors affecting **non-prime consumer spending**[212](index=212&type=chunk) - Proprietary algorithms and decisioning tools may not accurately predict consumer behavior, potentially leading to **increased delinquencies and write-offs**[213](index=213&type=chunk)[214](index=214&type=chunk) - The company has a history of operating losses, with a net loss of **$13.5 million** for the six months ended June 30, 2025, and an accumulated deficit of approximately **$162.0 million**[227](index=227&type=chunk) - The company utilizes AI/ML in its business, which carries risks related to model design, data quality, and **evolving regulatory frameworks**[235](index=235&type=chunk)[236](index=236&type=chunk)[237](index=237&type=chunk) - The company is subject to **stringent and changing data privacy and security laws** (e.g., TCPA, CCPA, PCI DSS), which could increase compliance costs and risks[243](index=243&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk) - **Data security breaches or other security incidents** could result in regulatory investigations, litigation, fines, and reputational harm[259](index=259&type=chunk)[262](index=262&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk) - The company's auditors issued a **going concern opinion**, indicating substantial doubt about its ability to continue as an ongoing business[195](index=195&type=chunk)[283](index=283&type=chunk) - The price of the company's securities is **likely to be volatile** due to macroeconomic conditions, operating results, and other market factors[300](index=300&type=chunk)[301](index=301&type=chunk)[303](index=303&type=chunk) - Future sales of common stock could increase the number of shares eligible for public resale and result in **dilution to existing stockholders**[307](index=307&type=chunk)[308](index=308&type=chunk)[309](index=309&type=chunk)[310](index=310&type=chunk)[311](index=311&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=65&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company issued shares as part of class action lawsuit settlements, relying on Section 3(a)(10) of the Securities Act for these unregistered sales - On April 10, 2025, the company issued **54,024 shares** of common stock in connection with a class action lawsuit settlement[320](index=320&type=chunk) - On June 13, 2025, the company issued **29,793 shares** of common stock in connection with another class action lawsuit settlement[320](index=320&type=chunk) - Both issuances were **unregistered sales of equity securities**, made in reliance upon Section 3(a)(10) of the Securities Act[320](index=320&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=65&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) No defaults upon senior securities were reported for the period - No defaults upon senior securities were reported[317](index=317&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=65&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) No mine safety disclosures were reported for the period - No mine safety disclosures were reported[321](index=321&type=chunk) [ITEM 5. OTHER INFORMATION](index=66&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No Rule 10b5-1 trading plans were reported for the period - No Rule 10b5-1 Trading Plans were reported[322](index=322&type=chunk) [ITEM 6. EXHIBITS](index=66&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, credit agreements, and officer certifications - The exhibits include the Second Amended and Restated Certificate of Incorporation, Form of Warrant to Purchase Stock, and the Amended and Restated Loan and Security Agreement[323](index=323&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer are also included[323](index=323&type=chunk) [SIGNATURES](index=68&type=section&id=SIGNATURES) The report was duly signed on behalf of the registrant by the Chief Financial Officer on August 13, 2025 - The report was signed by Nancy Walsh, Chief Financial Officer, on August 13, 2025[329](index=329&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to __________ Commission file number: 001-34142 OAK VALLEY BANCORP (Exact name of registrant as specified in its charter) California 26-2326676 State ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of U.S. GoldMining Inc. for the periods ended June 30, 2025, and December 31, 2024, including balance sheets, statements of operations and comprehensive loss, cash flows, and stockholders' equity, along with accompanying notes - The company is an exploration stage company that does not generate revenue and relies on equity financing[23](index=23&type=chunk) - The financial statements are prepared on a going concern basis, despite substantial doubt due to recurring losses and reliance on future financing[23](index=23&type=chunk) - Management plans to use its At The Market (ATM) Program to alleviate going concern doubt[23](index=23&type=chunk) [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show a decrease in total assets and stockholders' equity from December 31, 2024, to June 30, 2025, primarily driven by a reduction in cash and cash equivalents, while total liabilities increased Balance Sheet Highlights (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------- | :-------------- | :---------------- | :----- | | Cash and cash equivalents | $3,175,691 | $3,880,747 | -$705,056 | | Total current assets | $3,454,597 | $4,118,228 | -$663,631 | | Total assets | $4,402,348 | $5,149,151 | -$746,803 | | Total current liabilities | $486,147 | $420,241 | +$65,906 | | Total liabilities | $769,665 | $704,016 | +$65,649 | | Total stockholders' equity | $3,632,683 | $4,445,135 | -$812,452 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The company reported a reduced net loss for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to significantly lower exploration expenses, partially offset by increased general and administrative expenses Net Loss (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | | :------------------- | :----------- | :----------- | :----- | | Net loss | $(905,020) | $(1,487,203) | +$582,183 | | Basic and diluted EPS | $(0.07) | $(0.12) | +$0.05 | Net Loss (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :------------------- | :----------- | :----------- | :----- | | Net loss | $(2,196,616) | $(2,449,652) | +$253,036 | | Basic and diluted EPS | $(0.18) | $(0.20) | +$0.02 | Exploration Expenses (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :------------------ | :----------- | :----------- | :----- | | Exploration expenses | $443,356 | $1,337,900 | -$894,544 | General and Administrative Expenses (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :-------------------------------- | :----------- | :----------- | :----- | | General and administrative expenses | $1,722,175 | $1,316,011 | +$406,164 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities decreased significantly compared to the prior year, while financing activities provided substantial cash through the At-The-Market (ATM) program, offsetting the cash used in operations Cash Flow Summary (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :------------------------------------------ | :----------- | :----------- | :----- | | Net cash used in operating activities | $(1,792,173) | $(2,819,802) | +$1,027,629 | | Net cash used in investing activities | $0 | $(171,836) | +$171,836 | | Net cash provided by financing activities | $1,089,099 | $6,985 | +$1,082,114 | | Net change in cash, cash equivalents and restricted cash | $(703,074) | $(2,984,653) | +$2,281,579 | | Cash, cash equivalents and restricted cash, end of period | $3,263,934 | $8,306,996 | -$5,043,062 | - The decrease in cash used in operating activities was primarily due to a decrease in operating expenses[105](index=105&type=chunk) - Financing activities in 2025 were significantly boosted by net proceeds from the ATM Program[107](index=107&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Stockholders' equity decreased from December 31, 2024, to June 30, 2025, primarily due to the net loss for the period, partially offset by proceeds from the At-The-Market offering and stock-based compensation Stockholders' Equity (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------- | :-------------- | :---------------- | :----- | | Total Stockholders' Equity | $3,632,683 | $4,445,135 | -$812,452 | | Accumulated Deficit | $(25,394,634) | $(23,198,018) | -$2,196,616 | | Additional Paid-In Capital | $29,014,740 | $27,630,696 | +$1,384,044 | - Net loss for the six months ended June 30, 2025, was **$(2,196,616)**[18](index=18&type=chunk) - Proceeds from At-The-Market offering contributed **$1,122,253** to additional paid-in capital[18](index=18&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed disclosures on the company's business, significant accounting policies, and specific financial statement line items, including cash, prepaid expenses, property and equipment, leases, exploration and general & administrative expenses, capital stock, net loss per share, financial instruments, commitments, and related party transactions - The company is a mineral exploration company focused on the Whistler Project in Alaska[21](index=21&type=chunk) - The company is an exploration stage company that does not generate revenue and relies on equity-based financing[23](index=23&type=chunk) - Substantial doubt exists about the company's ability to continue as a going concern, which management plans to address through its ATM Program[23](index=23&type=chunk) [Note 1: Business](index=8&type=section&id=Note%201%3A%20Business) U.S. GoldMining Inc. is a mineral exploration company, a subsidiary of GoldMining Inc., focused on its 100%-owned Whistler Project in Alaska. The company is an exploration stage entity, generates no revenue, and faces substantial doubt about its going concern ability, relying on equity financing - U.S. GoldMining Inc. is a subsidiary of GoldMining Inc., with GoldMining owning approximately **78.5%** of outstanding shares as of June 30, 2025[19](index=19&type=chunk) - The company's primary asset is the **100%-owned Whistler exploration property** in Alaska, USA[22](index=22&type=chunk) - The company is an exploration stage company, does not generate revenue, and relies mainly on equity-based financing[23](index=23&type=chunk) [Note 2: Summary of Significant Accounting Policies](index=8&type=section&id=Note%202%3A%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the basis of presentation for the unaudited interim condensed consolidated financial statements, confirming adherence to U.S. GAAP, the consolidation of its wholly-owned subsidiary, and management's use of estimates. It also discusses recently issued accounting pronouncements - Financial statements are prepared in conformity with U.S. GAAP[24](index=24&type=chunk) - Consolidated financial statements include US GoldMining Canada Inc., a wholly-owned subsidiary[25](index=25&type=chunk) - ASU 2023-09 (Income Tax Disclosures) is effective for annual periods after December 15, 2024, and is not expected to have a material impact[28](index=28&type=chunk) [Note 3: Cash and Cash Equivalents and Restricted Cash](index=10&type=section&id=Note%203%3A%20Cash%20and%20Cash%20Equivalents%20and%20Restricted%20Cash) Cash and cash equivalents decreased from December 31, 2024, to June 30, 2025, primarily due to a reduction in term deposits, while restricted cash remained stable Cash and Cash Equivalents (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | | :---------------------- | :-------------- | :---------------- | | Cash at bank | $575,691 | $580,747 | | Term deposits | $2,600,000 | $3,300,000 | | Total | $3,175,691 | $3,880,747 | - Restricted cash, held as security for corporate credit cards, was **$88,243** as of June 30, 2025[30](index=30&type=chunk) [Note 4: Prepaid Expenses](index=10&type=section&id=Note%204%3A%20Prepaid%20Expenses) Prepaid expenses increased from December 31, 2024, to June 30, 2025, mainly driven by higher prepaid corporate development expenses and dues/subscriptions, partially offset by a decrease in prepaid insurance Prepaid Expenses (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------ | :-------------- | :---------------- | | Prepaid corporate development expenses | $54,119 | $8,972 | | Prepaid insurance | $36,932 | $93,552 | | Prepaid dues and subscriptions | $35,000 | $603 | | Total | $131,986 | $108,943 | [Note 5: Property and Equipment](index=10&type=section&id=Note%205%3A%20Property%20and%20Equipment) The net book value of property and equipment decreased from December 31, 2024, to June 30, 2025, primarily due to accumulated depreciation across all categories, with no new significant purchases Property and Equipment Net Book Value (June 30, 2025 vs. December 31, 2024) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :---------------- | | Camp structures | $618,974 | $657,359 | | Vehicles and hauling equipment | $119,146 | $140,388 | | Exploration equipment | $77,664 | $88,478 | | Computer hardware | $1,433 | $1,862 | | Total | $817,217 | $888,087 | [Note 6: Leases](index=10&type=section&id=Note%206%3A%20Leases) The company has an operating lease for office premises in Vancouver, with remaining lease liabilities of $102,786 as of June 30, 2025, and total lease expenses for the six months ended June 30, 2025, were $19,582 - Remaining lease term for office premises was **3.25 years** as of June 30, 2025, with an incremental borrowing rate of **11.34%**[33](index=33&type=chunk) Present Value of Lease Liabilities (June 30, 2025) | Metric | Amount | | :-------------------------- | :------- | | Total lease payments | $120,789 | | Less: imputed interest | $(18,003) | | Present value of lease liabilities | $102,786 | | Current portion | $28,580 | | Non-current portion | $74,206 | Total Lease Expenses (Six Months Ended June 30) | Metric | 2025 | 2024 | | :------------------ | :------- | :------- | | Total Lease Expenses | $19,582 | $20,236 | [Note 7: Exploration Expenses](index=11&type=section&id=Note%207%3A%20Exploration%20Expenses) Exploration expenses significantly decreased for both the three and six months ended June 30, 2025, compared to 2024, primarily due to the timing of field activities at the Whistler Project, with the 2025 program commencing later Exploration Expenses (Three Months Ended June 30) | Category | 2025 | 2024 | Change | | :------------------------------------------ | :------- | :------- | :------- | | Consulting fees | $196,600 | $285,449 | -$88,849 | | Camp and field support expenses | $18,811 | $185,597 | -$166,786 | | Transportation, travel and other exploration expenses | $3,621 | $171,527 | -$167,906 | | Drilling and associated costs | $1,097 | $280,830 | -$279,733 | | Total | $220,129 | $923,403 | -$703,274 | Exploration Expenses (Six Months Ended June 30) | Category | 2025 | 2024 | Change | | :------------------------------------------ | :------- | :------- | :------- | | Consulting fees | $318,092 | $441,283 | -$123,191 | | Camp and field support expenses | $61,878 | $339,037 | -$277,159 | | Transportation, travel and other exploration expenses | $38,143 | $194,560 | -$156,417 | | Drilling and associated costs | $25,243 | $363,020 | -$337,777 | | Total | $443,356 | $1,337,900 | -$894,544 | - The decrease in drilling and associated costs was primarily due to the 2025 field program commencing in July 2025, compared to June 2024 for the prior year[94](index=94&type=chunk)[97](index=97&type=chunk) [Note 8: General and Administrative Expenses](index=11&type=section&id=Note%208%3A%20General%20and%20Administrative%20Expenses) General and administrative expenses increased for both the three and six months ended June 30, 2025, compared to 2024, primarily driven by higher consulting, corporate development, investor relations, and stock-based compensation expenses, partially offset by reduced professional fees General and Administrative Expenses (Three Months Ended June 30) | Category | 2025 | 2024 | Change | | :------------------------------------------------ | :------- | :------- | :------- | | Office, consulting, investor relations, insurance and travel | $314,266 | $190,604 | +$123,662 | | Stock-based compensation | $122,650 | $55,371 | +$67,279 | | Management fees, salaries and benefits | $102,669 | $86,519 | +$16,150 | | Professional fees | $80,261 | $265,780 | -$185,519 | | Total | $666,367 | $653,110 | +$13,257 | General and Administrative Expenses (Six Months Ended June 30) | Category | 2025 | 2024 | Change | | :------------------------------------------------ | :------- | :------- | :------- | | Office, consulting, investor relations, insurance and travel | $883,684 | $493,823 | +$389,861 | | Stock-based compensation | $295,065 | $140,637 | +$154,428 | | Management fees, salaries and benefits | $196,029 | $174,642 | +$21,387 | | Professional fees | $256,053 | $418,587 | -$162,534 | | Total | $1,722,175 | $1,316,011 | +$406,164 | - The increase in consulting, corporate development, and investor relations expenses was primarily due to higher digital marketing expenditures[92](index=92&type=chunk)[96](index=96&type=chunk) [Note 9: Capital Stock](index=12&type=section&id=Note%209%3A%20Capital%20Stock) This note details the company's equity structure, including the At-The-Market (ATM) Program, common and preferred stock, restricted shares, share purchase warrants, stock options, and restricted stock units (RSUs), outlining their activity and associated compensation expenses - As of June 30, 2025, there were **12,577,159 shares** of common stock issued and outstanding[40](index=40&type=chunk) - The company has an ATM Program to sell up to **$5.5 million** shares of common stock[38](index=38&type=chunk) - During Q2 2025, **111,422 shares** were sold under the ATM Program for gross proceeds of **$1,122,253**[38](index=38&type=chunk) [9.1 Equity Financing](index=12&type=section&id=9.1%20Equity%20Financing) The company utilizes an At-The-Market (ATM) Program, established in May 2024, to sell up to $5.5 million in common stock. During Q2 2025, it sold 111,422 shares for over $1.1 million gross proceeds, and further sales occurred post-quarter end - ATM Program allows selling up to **$5.5 million** shares of common stock[38](index=38&type=chunk) - During Q2 2025, **111,422 shares** were sold under the ATM Program for gross proceeds of **$1,122,253**, at an average price of approximately **$10.07 per share**[38](index=38&type=chunk) - Subsequent to June 30, 2025, **105,517 shares** were sold for gross proceeds of **$878,161**[39](index=39&type=chunk) [9.2 Common and Preferred Stocks](index=12&type=section&id=9.2%20Common%20and%20Preferred%20Stocks) The company's authorized share capital includes 300 million common shares and 10 million preferred shares, both with a par value of $0.001. As of June 30, 2025, 12,577,159 common shares were outstanding, with no preferred stock issued - Authorized common stock: **300,000,000 shares**, par value **$0.001**[40](index=40&type=chunk) - Issued and outstanding common stock as of June 30, 2025: **12,577,159 shares**[40](index=40&type=chunk) - No preferred stock issued and outstanding[40](index=40&type=chunk) [9.3 Restricted Shares](index=12&type=section&id=9.3%20Restricted%20Shares) The company has a Legacy Incentive Plan for restricted stock awards, with 254,000 of the initial 635,000 performance-based Restricted Shares remaining unvested as of June 30, 2025. These shares vest upon meeting specific performance conditions related to market capitalization, share price, and exploration activities - Maximum **1,000,000 common shares** may be issued under the Legacy Incentive Plan[41](index=41&type=chunk) - Initial grant of **635,000 performance-based Restricted Shares** in September 2022[42](index=42&type=chunk) - **254,000 Restricted Shares** remain unvested as of June 30, 2025[42](index=42&type=chunk) [9.4 Share Purchase Warrants](index=13&type=section&id=9.4%20Share%20Purchase%20Warrants) As of June 30, 2025, the company had 1,740,992 common stock purchase warrants outstanding, each exercisable at $13.00 per share, with a weighted average remaining contractual life of 0.82 years - Outstanding common stock purchase warrants: **1,740,992** as of June 30, 2025[47](index=47&type=chunk) - Exercise price: **$13.00 per share**[47](index=47&type=chunk) - Weighted average remaining contractual life: **0.82 years**[47](index=47&type=chunk) [9.5 Stock Options](index=13&type=section&id=9.5%20Stock%20Options) The 2023 Incentive Plan allows for various equity awards, with stock options vesting over 18 months. As of June 30, 2025, 293,550 stock options were outstanding at an exercise price of $10.00, with $125,032 in unrecognized stock-based compensation expense remaining - The 2023 Incentive Plan allows for various equity awards, not exceeding **10%** of outstanding common stock[48](index=48&type=chunk) - Stock options vest **25%** on grant date and **25%** every six months thereafter for **18 months**[50](index=50&type=chunk) - Outstanding stock options as of June 30, 2025: **293,550** at an exercise price of **$10.00**[51](index=51&type=chunk) [9.6 Restricted Stock Units](index=14&type=section&id=9.6%20Restricted%20Stock%20Units) Restricted Stock Units (RSUs) vest in four equal annual installments, with compensation expense recognized over the vesting period based on fair value at grant date. As of June 30, 2025, 7,124 RSUs were outstanding, and the company recognized $89,387 in compensation expense for the six months ended June 30, 2025 - RSUs vest in **four equal annual installments**[53](index=53&type=chunk) - Outstanding RSUs as of June 30, 2025: **7,124**[54](index=54&type=chunk) - Stock-based compensation expense for RSUs for the six months ended June 30, 2025, was **$89,387**[54](index=54&type=chunk) [Note 10: Net Loss Per Share](index=15&type=section&id=Note%2010%3A%20Net%20Loss%20Per%20Share) For the three and six months ended June 30, 2025, the basic and diluted net loss per share were $(0.07) and $(0.18) respectively, which are the same due to the company being in a net loss position, rendering potentially dilutive securities anti-dilutive Net Loss Per Share (Three Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Net loss | $(905,020) | $(1,487,203) | | Weighted average shares outstanding | 12,509,273 | 12,398,709 | | Net loss per share, basic and diluted | $(0.07) | $(0.12) | Net Loss Per Share (Six Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :------- | :------- | | Net loss | $(2,196,616) | $(2,449,652) | | Weighted average shares outstanding | 12,483,779 | 12,398,709 | | Net loss per share, basic and diluted | $(0.18) | $(0.20) | - Potentially dilutive securities (stock options, RSUs, warrants) were excluded from diluted EPS calculation as they were anti-dilutive due to the net loss[56](index=56&type=chunk) [Note 11: Financial Instruments](index=15&type=section&id=Note%2011%3A%20Financial%20Instruments) The company manages financial risks including credit, liquidity, and currency risk. Credit risk is mitigated by holding cash with reputable institutions. Liquidity risk is managed by monitoring funding and relying on equity financing, with a working capital of $2,968,450 as of June 30, 2025. Currency risk, primarily from Canadian dollar denominated instruments, has a minor impact on net loss - The company's financial risks include credit risk, liquidity risk, and currency risk[57](index=57&type=chunk) - Working capital as of June 30, 2025, was **$2,968,450**[59](index=59&type=chunk) - The company relies on equity financing (private placements, public offerings, ATM Program) and loans to fund operations, with capital markets receptiveness being a risk[60](index=60&type=chunk) [Note 12: Commitments and Contingencies](index=17&type=section&id=Note%2012%3A%20Commitments%20and%20Contingencies) The company has ongoing commitments to maintain its Whistler Project, including annual land payments and labor requirements. It also has future obligations related to net smelter return (NSR) royalties and a net profit interest on the project. Subsequent to quarter-end, an agreement for an exploration program totaling $1,844,000 was entered into - Annual land payments of **$230,605** and an annual labor requirement of **$135,200** are required to maintain the Whistler Project[63](index=63&type=chunk)[108](index=108&type=chunk) - The Whistler Project is subject to a **1.0% NSR royalty** to Gold Royalty U.S. Corp., a **2.75% NSR royalty** to Osisko Mining (USA) Inc. (with a buy-down right to **2.0% for $5,000,000**), and a **2.0% net profit interest** to Sandstorm Gold Ltd[64](index=64&type=chunk)[65](index=65&type=chunk)[116](index=116&type=chunk) - Subsequent to June 30, 2025, the company entered into an agreement for an exploration program with Equity Geoscience totaling **$1,844,000** for January 1, 2025, to April 30, 2026[66](index=66&type=chunk)[110](index=110&type=chunk) [Note 13: Related Party Transactions](index=17&type=section&id=Note%2013%3A%20Related%20Party%20Transactions) The company shares personnel and services with its parent, GoldMining Inc., and incurs general and administrative costs with Blender Media Inc., a company related to a GoldMining director. Allocated costs from GoldMining were nil for the six months ended June 30, 2025, a decrease from the prior year, while Blender Media costs also decreased - Allocated costs from GoldMining to the company were **$nil** for the three and six months ended June 30, 2025, down from **$7,400** and **$18,366** respectively in 2024[67](index=67&type=chunk)[111](index=111&type=chunk) - General and administrative costs paid to Blender Media Inc. (related party) were **$3,707** for the six months ended June 30, 2025, a significant decrease from **$139,513** in 2024[68](index=68&type=chunk)[112](index=112&type=chunk) - Stock-based compensation costs for a GoldMining co-chairman/director were **$2,418** for the six months ended June 30, 2025[69](index=69&type=chunk)[113](index=113&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results for the three and six months ended June 30, 2025. It covers business overview, recent developments, results of operations, liquidity and capital resources, outstanding securities, critical accounting estimates, and recent accounting pronouncements - The company is an exploration stage company with its sole project being the Whistler Project in Alaska[78](index=78&type=chunk) - Net loss decreased for both the three and six months ended June 30, 2025, primarily due to lower exploration expenses[90](index=90&type=chunk)[95](index=95&type=chunk) - The company relies on equity financing, including its ATM Program, to fund operations and address going concern doubts[103](index=103&type=chunk) [General](index=18&type=section&id=General) This introductory section clarifies the scope of the Management's Discussion and Analysis (MD&A), stating it covers the financial condition and results of operations for the three and six months ended June 30, 2025, and should be read in conjunction with the company's interim and annual financial statements - The MD&A covers the financial condition and results of operations for the three and six months ended June 30, 2025[72](index=72&type=chunk) - It should be read with the unaudited interim condensed consolidated financial statements and the audited consolidated financial statements from the Annual Report[72](index=72&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=18&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section warns readers that the MD&A contains forward-looking statements about future plans, financial performance, and capital needs, which are based on opinions and assumptions that may not prove correct. It emphasizes that actual results could differ materially due to known and unknown risks, and the company disclaims any obligation to update these statements unless required by law - The MD&A includes forward-looking statements regarding plans, objectives, future revenue, capital expenditures, and financing needs[73](index=73&type=chunk) - These statements are based on opinions, estimates, and assumptions that may not prove correct[74](index=74&type=chunk) - Actual results may differ materially due to known and unknown risks, including those detailed in the Annual Report's "Risk Factors"[75](index=75&type=chunk) [Business Overview](index=19&type=section&id=Business%20Overview) U.S. GoldMining Inc. is a U.S.-domiciled exploration stage company, a subsidiary of GoldMining Inc., with its sole focus on the Whistler Project, a gold-copper exploration project in Alaska. GoldMining Inc. holds a controlling interest of approximately 77.9% in the company - U.S. GoldMining Inc. is a U.S.-domiciled exploration stage company[78](index=78&type=chunk) - Its sole project is the Whistler Project, a gold-copper exploration project in Alaska[78](index=78&type=chunk) - GoldMining Inc. owns **9,878,261 shares** (**77.9%**) of the company's common stock as of the filing date[79](index=79&type=chunk) [Recent Developments](index=19&type=section&id=Recent%20Developments) Recent developments at the Whistler Project include updates on exploration targets (Whistler-Raintree, Island Mountain, Muddy Creek mineral systems), the selection of Ausenco Engineering Canada ULC to lead an initial economic assessment (PEA), and the announcement of the 2025 Exploration Program. Additionally, the State of Alaska's West Susitna Access Project is expected to improve infrastructure access to the Whistler Project - Updates on exploration targets at the Whistler Project, including Whistler-Raintree, Island Mountain, and Muddy Creek mineral systems, were provided in May and June 2025[82](index=82&type=chunk)[83](index=83&type=chunk)[85](index=85&type=chunk) - Ausenco Engineering Canada ULC was selected to lead the initial economic assessment (PEA) for the Whistler Project in June 2025[84](index=84&type=chunk) - The 2025 Exploration Program will focus on developing new porphyry gold-copper drill targets within the Whistler Orbit and follow-up mapping at Muddy Creek[86](index=86&type=chunk) [At-The-Market Equity Program](index=20&type=section&id=At-The-Market%20Equity%20Program) The company established an At-The-Market (ATM) Program in May 2024, allowing it to sell up to $5.5 million in common stock. During Q2 2025, 111,422 shares were sold for $1.12 million gross proceeds, and an additional $0.88 million in gross proceeds were generated from sales of 105,517 shares subsequent to June 30, 2025 - ATM Program allows for the sale of up to **$5.5 million** shares of common stock[88](index=88&type=chunk) - During Q2 2025, **111,422 shares** were sold for gross proceeds of **$1,122,253**, with commissions of **$33,154**[88](index=88&type=chunk) - Subsequent to June 30, 2025, **105,517 shares** were sold for gross proceeds of **$878,161**, with commissions of **$23,771**[89](index=89&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) The company experienced a reduced net loss for both the three and six months ended June 30, 2025, compared to the prior year, primarily driven by a significant decrease in exploration expenses, partially offset by an increase in general and administrative expenses - Net loss decreased by **$582,183** for the three months ended June 30, 2025, and by **$253,036** for the six months ended June 30, 2025, compared to the respective prior-year periods[90](index=90&type=chunk)[95](index=95&type=chunk) - Exploration expenses decreased by **$703,274** for the three months and **$894,544** for the six months ended June 30, 2025, compared to the prior-year periods[90](index=90&type=chunk)[95](index=95&type=chunk) - General and administrative expenses increased by **$13,257** for the three months and **$406,164** for the six months ended June 30, 2025, compared to the prior-year periods[90](index=90&type=chunk)[95](index=95&type=chunk) [Three months ended June 30, 2025, compared to three months ended June 30, 2024](index=20&type=section&id=Three%20months%20ended%20June%2030%2C%202025%2C%20compared%20to%20three%20months%20ended%20June%2030%2C%202024) For the three months ended June 30, 2025, the net loss decreased to $905,020 from $1,487,203 in 2024, mainly due to a significant reduction in exploration expenses (down $703,274), partially offset by a slight increase in general and administrative expenses (up $13,257) Selected Operating Results (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | | :-------------------------------- | :----------- | :----------- | :----- | | Net loss for the period | $(905,020) | $(1,487,203) | +$582,183 | | Loss from operations | $(926,884) | $(1,610,760) | +$683,876 | | Exploration expenses | $220,129 | $923,403 | -$703,274 | | General and administrative expenses | $666,367 | $653,110 | +$13,257 | - The decrease in exploration expenses was primarily due to the 2025 field program commencing later (July 2025) compared to 2024 (June 2024)[94](index=94&type=chunk) - General and administrative expenses increased due to higher digital marketing expenditures and stock-based compensation, partially offset by lower professional fees[92](index=92&type=chunk) [Six months ended June 30, 2025, compared to six months ended June 30, 2024](index=22&type=section&id=Six%20months%20ended%20June%2030%2C%202025%2C%20compared%20to%20six%20months%20ended%20June%2030%2C%202024) For the six months ended June 30, 2025, the net loss decreased to $2,196,616 from $2,449,652 in 2024, primarily driven by a substantial reduction in exploration expenses (down $894,544), partially offset by a significant increase in general and administrative expenses (up $406,164) Selected Operating Results (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :-------------------------------- | :----------- | :----------- | :----- | | Net loss for the period | $(2,196,616) | $(2,449,652) | +$253,036 | | Loss from operations | $(2,246,188) | $(2,717,515) | +$471,327 | | Exploration expenses | $443,356 | $1,337,900 | -$894,544 | | General and administrative expenses | $1,722,175 | $1,316,011 | +$406,164 | - The decrease in exploration expenses was mainly due to reduced camp and field support, transportation, and drilling costs, attributed to the later start of the 2025 field program[97](index=97&type=chunk) - The increase in general and administrative expenses was primarily due to higher consulting, corporate development, investor relations, and stock-based compensation, partially offset by lower professional fees[96](index=96&type=chunk)[102](index=102&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) The company's cash and cash equivalents decreased to $3.18 million as of June 30, 2025, from $3.88 million at December 31, 2024, primarily due to operating and exploration expenditures, partially offset by proceeds from the ATM Program. The company continues to rely on equity financing to fund operations and address its going concern status Liquidity Metrics (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------- | :-------------- | :---------------- | :----- | | Cash and cash equivalents | $3,175,691 | $3,880,747 | -$705,056 | | Working capital | $2,968,450 | $3,697,987 | -$729,537 | | Total assets | $4,402,348 | $5,149,151 | -$746,803 | | Total current liabilities | $486,147 | $420,241 | +$65,906 | - The decrease in cash was primarily due to general and administrative expenses and exploration expenditures, partially offset by net proceeds from the ATM Program[100](index=100&type=chunk) - The company has not generated revenue and relies on equity financing (private placements, public offerings, ATM Program) and loans to meet obligations and finance exploration[103](index=103&type=chunk) [Summary of Cash Flows](index=24&type=section&id=Summary%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities significantly decreased to $1.79 million from $2.82 million in 2024, mainly due to reduced operating expenses. Investing activities were nil, while financing activities provided $1.09 million, primarily from the ATM Program - Net cash used in operating activities decreased by **$1,027,629** (from **$2,819,802** in 2024 to **$1,792,173** in 2025)[105](index=105&type=chunk) - Net cash provided by financing activities increased significantly to **$1,089,099** in 2025 (from **$6,985** in 2024), primarily from the ATM Program[107](index=107&type=chunk) - Net cash used in investing activities was **$nil** in 2025, compared to **$171,836** in 2024[106](index=106&type=chunk) [Commitments Required to Keep Whistler Project in Good Standing](index=24&type=section&id=Commitments%20Required%20to%20Keep%20Whistler%20Project%20in%20Good%20Standing) To maintain the Whistler Project in good standing, the company is obligated to make annual land payments of $230,605 and meet an annual labor requirement of $135,200, which can be satisfied by a cash-in-lieu payment - Annual land payments to Alaska Department of Natural Resources: **$230,605**[108](index=108&type=chunk) - Annual labor requirement: **$135,200** (cash-in-lieu payment option available)[108](index=108&type=chunk) [Future Commitments](index=25&type=section&id=Future%20Commitments) The company has future obligations related to the Whistler Project, including a 2.75% net smelter return (NSR) royalty to Osisko Mining (USA) Inc. (with a buy-down option), a 2.0% net proceeds royalty to Sandstorm Gold Ltd., and a 1.0% NSR royalty to Gold Royalty U.S. Corp. Additionally, a $1.844 million exploration program agreement was signed post-quarter end - **2.75% NSR royalty** on Whistler Project to Osisko Mining (USA) Inc., with a right to buy down to **2.0% for $5,000,000**[116](index=116&type=chunk) - **2.0% net proceeds royalty interest** on Whistler Deposit and Raintree West deposit to Sandstorm Gold Ltd[116](index=116&type=chunk) - **1.0% NSR royalty** on Whistler Project to Gold Royalty U.S. Corp[116](index=116&type=chunk) [Transactions with Related Parties](index=25&type=section&id=Transactions%20with%20Related%20Parties) The company engages in related party transactions, sharing personnel and services with GoldMining Inc. and incurring general and administrative expenses with Blender Media Inc., a company linked to a GoldMining director. Allocated costs from GoldMining were nil for the current period, while payments to Blender Media Inc. significantly decreased - Allocated costs from GoldMining were **$nil** for the three and six months ended June 30, 2025, compared to **$7,400** and **$18,366** in 2024, respectively[111](index=111&type=chunk) - General and administrative expenses paid to Blender Media Inc. (related party) were **$2,450** and **$3,707** for the three and six months ended June 30, 2025, respectively, a significant decrease from 2024[112](index=112&type=chunk) - Stock-based compensation costs for a GoldMining co-chairman and director were **$1,182** and **$2,418** for the three and six months ended June 30, 2025, respectively[113](index=113&type=chunk) [Outstanding Securities](index=26&type=section&id=Outstanding%20Securities) As of the filing date, the company has 12,682,676 shares of common stock outstanding, including 254,000 performance-based Restricted Shares. Additionally, there are 293,550 stock options, 7,124 Restricted Stock Units (RSUs), and 1,740,992 warrants outstanding - Common Stock outstanding: **12,682,676 shares** (including **254,000 Restricted Shares**)[117](index=117&type=chunk) - Stock options outstanding: **293,550 shares** at **$10 exercise price**[117](index=117&type=chunk) - Restricted Stock Units (RSUs) outstanding: **7,124**[117](index=117&type=chunk) [Critical Accounting Estimates and Judgments](index=26&type=section&id=Critical%20Accounting%20Estimates%20and%20Judgments) The preparation of financial statements requires management to make significant judgments and estimates, particularly concerning asset retirement obligations, restricted shares and RSUs, and stock options. These estimates involve assumptions about future activities, costs, and market factors, and actual outcomes may differ - Significant estimates include asset retirement obligations, restricted shares and RSUs, and stock-based compensation[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) - Asset retirement obligations involve assumptions on future rehabilitation costs, timing, inflation, and interest rates[119](index=119&type=chunk) - Stock option fair values are determined using the Black-Scholes model, with expected volatility based on comparable companies due to limited trading history[121](index=121&type=chunk) [Recently Issued Accounting Pronouncements](index=27&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) The company is evaluating the impact of two recently issued FASB Accounting Standards Updates (ASUs). ASU 2023-09 (Income Tax Disclosures), effective after December 15, 2024, is not expected to have a material impact. ASU 2024-03 (Expense Disaggregation Disclosures), effective after December 15, 2026, is currently being evaluated for its potential impact - ASU 2023-09 (Income Taxes) is effective for annual periods beginning after December 15, 2024, and is not expected to materially impact financial statements[122](index=122&type=chunk) - ASU 2024-03 (Expense Disaggregation Disclosures) is effective for fiscal years beginning after December 15, 2026, and its impact is currently being evaluated[123](index=123&type=chunk) [JOBS Act](index=27&type=section&id=JOBS%20Act) As an "emerging growth company" under the JOBS Act, the company can take advantage of extended transition periods for new accounting standards and may rely on other exemptions, such as not providing an auditor's attestation report on internal controls. The company will remain an emerging growth company until certain revenue, anniversary, debt, or filer status thresholds are met - As an "emerging growth company," the company can delay adoption of new accounting standards[124](index=124&type=chunk) - The company may rely on exemptions, including not providing an auditor's attestation report on internal controls over financial reporting[125](index=125&type=chunk) - The company will cease to be an emerging growth company upon meeting specific criteria related to annual gross revenue, IPO anniversary, nonconvertible debt, or large accelerated filer status[125](index=125&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, U.S. GoldMining Inc. is not required to provide quantitative and qualitative disclosures about market risk under this item - The company is a smaller reporting company[126](index=126&type=chunk) - It is not required to provide information under this item[126](index=126&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the Principal Executive Officer and Principal Financial Officer, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025. There have been no material changes in internal control over financial reporting during the last fiscal quarter - Disclosure controls and procedures were effective as of June 30, 2025[127](index=127&type=chunk) - No material changes in internal control over financial reporting occurred during the last fiscal quarter[128](index=128&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=27&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management, with the involvement of its Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, and concluded they were effective - Disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025[127](index=127&type=chunk) - Any system of controls provides reasonable, not absolute, assurance of effectiveness[127](index=127&type=chunk) [Changes in Internal Control over Financial Reporting](index=27&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) There have been no changes in the company's internal control over financial reporting during the last completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting - No material changes in internal control over financial reporting occurred during the last fiscal quarter[128](index=128&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings. While it may face claims in the ordinary course of business, such proceedings could adversely impact the company due to defense costs and diversion of resources - The company is not currently a party to any material legal proceedings[130](index=130&type=chunk) - Legal proceedings could have an adverse impact due to costs and resource diversion[130](index=130&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) This section directs readers to the "Risk Factors" discussed in the company's Annual Report on Form 10-K. As of the current filing date, there have been no material changes to these previously disclosed risk factors - Readers should consider risks discussed in the Annual Report's "Risk Factors"[131](index=131&type=chunk) - No material changes in risk factors as of the filing date[131](index=131&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds for the period - None[132](index=132&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities for the period - None[132](index=132&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[133](index=133&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reports no other information for the period - None[134](index=134&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including certifications from the CEO and CFO, and XBRL-related documents - Includes certifications from CEO and CFO (Exhibits 31.1, 31.2, 32.1)[135](index=135&type=chunk) - Includes XBRL Instance Document and Taxonomy Extension Documents (Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE)[135](index=135&type=chunk) [SIGNATURES](index=30&type=section&id=SIGNATURES) The report is duly signed on behalf of U.S. GoldMining Inc. by its President, Chief Executive Officer (Tim Smith), and Chief Financial Officer (Tyler Wong) on August 13, 2025, affirming compliance with the Securities Exchange Act of 1934 requirements - Signed by Tim Smith, President, Chief Executive Officer[138](index=138&type=chunk) - Signed by Tyler Wong, Chief Financial Officer[138](index=138&type=chunk) - Date of signing: August 13, 2025[138](index=138&type=chunk)

[Executive Summary](index=1&type=section&id=Executive%20Summary) This section provides an overview of Gulf Resources, Inc.'s Q2 2025 unaudited financial results and the CEO's strategic outlook, highlighting improvements in core segments and future focus [Q2 2025 Unaudited Financial Results Overview](index=1&type=section&id=Q2%202025%20Unaudited%20Financial%20Results%20Overview) Gulf Resources, Inc. announced its unaudited financial results for the second quarter ended June 30, 2025, highlighting significant improvements in revenue and reduced losses, primarily driven by the bromine and crude salt segments. The Chemicals & Natural Gas segments, though non-operational, also saw a reduced combined loss - Gulf Resources, Inc. announced its unaudited financial results for the three months ended June 30, 2025[1](index=1&type=chunk) - The Chemicals & Natural gas segments, neither of which was operational, combined lost **$388,202** in Q2 2025, an improvement from a loss of $413,027 in the previous year[2](index=2&type=chunk) [CEO's Outlook and Strategic Focus](index=1&type=section&id=CEO%27s%20Outlook%20and%20Strategic%20Focus) CEO Mr. Liu Xiaobin expressed growing optimism for the business, citing signs of stabilization in the Chinese economy, reduced competition, and increasing demand and prices in the bromine and crude salt sectors. The company's immediate strategy focuses on generating profits and free cash flow from these two core segments, while other segments remain on hold pending improved market conditions and regulatory clarity - CEO Mr. Liu Xiaobin is optimistic about the business, seeing signs of stabilization in the Chinese economy, reduced competition, and increasing demand and prices in bromine and crude salt[6](index=6&type=chunk) - The Company anticipates that the bromine price recovery, coupled with increasing overall demand, represents a potentially sustainable market trend[3](index=3&type=chunk) - Management is focused on generating profits and free cash flow from the bromine and crude salt segments in the near future[7](index=7&type=chunk) [Business Operations Update](index=1&type=section&id=Business%20Operations%20Update) This section details the operational status and market conditions for Gulf Resources' bromine, crude salt, chemicals, and natural gas segments [Bromine Segment Update](index=1&type=section&id=Bromine%20Segment%20Update) The bromine market experienced significant price volatility during Q2 2025, with prices fluctuating widely. However, prices have shown consistent recovery since the end of the quarter, and the company anticipates a sustainable market trend driven by increasing demand - Bromine pricing exhibited significant volatility during Q2 2025, with prices ranging from **RMB 29,000 to RMB 37,500** and then declining to **RMB 23,100 per tonne**[3](index=3&type=chunk) - At the end of Q2 2025, bromine was priced at **RMB 24,686 per tonne**, and has since increased consistently to **RMB 29,200 per tonne** by August 12[3](index=3&type=chunk) [Crude Salt Segment Update](index=1&type=section&id=Crude%20Salt%20Segment%20Update) Gulf Resources has commenced development activities on crude salt fields acquired in the previous year. These new assets are expected to boost both salt and bromine production capacity and may facilitate the reopening of two temporarily closed manufacturing facilities - Development activities have begun on crude salt fields acquired in the prior year[3](index=3&type=chunk) - These new assets are expected to enhance salt and bromine production capacity and may help reopen manufacturing facilities 2 and 10[3](index=3&type=chunk) [Chemicals Segment Update](index=1&type=section&id=Chemicals%20Segment%20Update) Operations in the chemicals segment remain suspended due to challenging market conditions and profitability concerns. Management has decided to postpone the completion of the remaining chemical factory construction until market conditions improve to ensure sustainable profitability - Chemicals segment operations remain suspended due to challenging profitability environment[4](index=4&type=chunk) - Completion of remaining chemical factory construction is deferred until market conditions present opportunities for sustainable profitability[4](index=4&type=chunk) [Natural Gas Segment Update](index=1&type=section&id=Natural%20Gas%20Segment%20Update) Natural gas operations are currently inactive, awaiting the completion of provincial planning initiatives in Sichuan Province. The company continues to monitor regulatory developments and evaluate potential joint venture opportunities in this sector, driven by increasing natural gas demand in China - Natural gas operations remain inactive, awaiting completion of provincial planning initiatives in Sichuan Province[5](index=5&type=chunk) - The Company is monitoring regulatory developments and evaluating potential joint venture opportunities in the natural gas sector due to increasing demand[5](index=5&type=chunk) [Financial Performance Highlights](index=1&type=section&id=Financial%20Performance%20Highlights) This section provides a detailed overview of Gulf Resources' consolidated and segment-wise financial performance for Q2 2025 and the six-month period [Consolidated Financial Highlights](index=1&type=section&id=Consolidated%20Financial%20Highlights) For the three months ended June 30, 2025, Gulf Resources reported a substantial increase in net revenue and a significant reduction in net loss and loss per share compared to the prior year. The company also transitioned from a gross loss to a gross profit. For the six-month period, negative cash flow was sharply reduced Consolidated Financial Highlights (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | Change (%) | | :----------------------- | :---------- | :---------- | :--------- | | Net Revenue | $8,343,785 | $2,383,169 | 250% | | Gross Profit | $986,655 | ($2,728,889) | N/A (from loss to profit) | | Loss from Operations | ($750,686) | ($5,146,997) | 85.4% reduction | | Net Loss | ($773,777) | ($33,097,918) | 97.7% reduction | | Loss per Share | ($0.06) | ($3.09) | 98.1% reduction | Consolidated Cash Flow Highlights (6 Months Ended June 30) | Metric | 6 Months 2025 | 6 Months 2024 | Change | | :----------------------- | :-------------- | :-------------- | :------- | | Negative Cash Flow | ($2,339,081) | ($61,856,355) | 96.2% reduction | [Segment-wise Financial Performance](index=1&type=section&id=Segment-wise%20Financial%20Performance) The bromine segment demonstrated strong growth in sales and volume, leading to a significant improvement in gross profit and a reduced net loss. The crude salt segment also saw increased revenues and volumes, with a substantial rise in gross profit, despite recording a net loss for the quarter. The non-operational chemicals and natural gas segments incurred a combined loss, albeit reduced from the prior year [Bromine Segment Financials](index=1&type=section&id=Bromine%20Segment%20Financials) This subsection details the financial performance of the bromine segment, including sales, volume, cost of revenue, gross profit, and net loss for Q2 2025 compared to Q2 2024 Bromine Segment Financials (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | Change (%) | | :----------------------- | :---------- | :---------- | :--------- | | Sales | $7,676,374 | $1,859,234 | 313% | | Volume (tonnes) | 1,972 | 782 | 152% | | Cost of Net Revenue | $7,016,815 | $4,729,059 | 48% | | Gross Profit | $659,559 | ($2,869,825) | N/A (from loss to profit) | | Net Loss for the Quarter | ($130,381) | ($4,662,586) | 97.2% reduction | [Crude Salt Segment Financials](index=1&type=section&id=Crude%20Salt%20Segment%20Financials) This subsection presents the financial results for the crude salt segment, covering revenues, volume, cost of revenue, gross profit, and net loss for Q2 2025 versus Q2 2024 Crude Salt Segment Financials (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | Change (%) | | :----------------------- | :---------- | :---------- | :--------- | | Revenues | $667,411 | $523,935 | 27% | | Volume (tonnes) | 25,934 | 24,852 | 4% | | Cost of Revenue | $340,315 | $382,999 | (11%) | | Gross Profit | $327,096 | $140,936 | 132% | | Net Loss for the Quarter | ($147,489) | $130,024 | N/A (from profit to loss) | [Chemicals & Natural Gas Segment Financials](index=1&type=section&id=Chemicals%20%26%20Natural%20Gas%20Segment%20Financials) This subsection outlines the combined financial performance of the non-operational chemicals and natural gas segments, detailing their losses for Q2 2025 compared to the prior year - The Chemicals & Natural Gas segments, neither of which was operational, combined lost **$388,202** in Q2 2025[2](index=2&type=chunk) - This loss compares to a loss of $413,027 in the previous year, indicating a slight improvement[2](index=2&type=chunk) [Condensed Consolidated Financial Statements](index=3&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section provides the condensed consolidated balance sheets, statements of loss and comprehensive loss, and statements of cash flows for Gulf Resources [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, Gulf Resources reported a slight decrease in total assets, primarily due to a reduction in non-current assets, despite an increase in current assets driven by accounts receivable and prepayments. Total liabilities also decreased, mainly from a reduction in current liabilities Condensed Consolidated Balance Sheets (Key Figures) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change | | :-------------------------- | :-------------------------- | :-------------------------- | :----- | | Total Current Assets | $20,275,976 | $17,450,826 | +$2,825,150 | | Total Non-Current Assets | $144,355,597 | $152,005,169 | -$7,649,572 | | Total Assets | $164,631,573 | $169,455,995 | -$4,824,422 | | Total Current Liabilities | $14,790,088 | $17,731,858 | -$2,941,770 | | Total Non-Current Liabilities | $7,626,660 | $8,017,467 | -$390,807 | | Total Liabilities | $22,416,748 | $25,749,325 | -$3,332,577 | | Total Stockholders' Equity | $142,214,825 | $143,706,670 | -$1,491,845 | - Cash decreased from **$10,075,162** at December 31, 2024, to **$7,736,081** at June 30, 2025[8](index=8&type=chunk) - Accounts receivable, net, significantly increased from **$564,523** to **$3,150,850**[8](index=8&type=chunk) [Condensed Consolidated Statements of Loss and Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Loss%20and%20Comprehensive%20Loss) For Q2 2025, net revenue surged by 250% year-over-year, leading to a substantial reduction in loss from operations and net loss. The six-month period also showed strong revenue growth and a significant decrease in net loss and loss per share, largely due to the absence of a major loss on disposal of property, plant and equipment recorded in the prior year Consolidated Statements of Loss (Q2 2025 vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | Change | | :-------------------------------- | :---------- | :---------- | :------- | | Net Revenue | $8,343,785 | $2,383,169 | +250% | | Total Operating Costs and Expense | ($9,094,471) | ($7,530,166) | +20.8% | | Loss from Operations | ($750,686) | ($5,146,997) | -85.4% | | Net Loss | ($773,777) | ($33,097,918) | -97.7% | | Basic and Diluted Loss Per Share | ($0.06) | ($3.09) | -98.1% | Consolidated Statements of Loss (6 Months 2025 vs. 2024) | Metric | 6 Months 2025 | 6 Months 2024 | Change | | :-------------------------------- | :-------------- | :-------------- | :------- | | Net Revenue | $9,948,232 | $3,690,231 | +169.6% | | Total Operating Costs and Expense | ($15,309,125) | ($14,106,647) | +8.5% | | Loss from Operations | ($5,360,893) | ($10,416,416) | -48.6% | | Net Loss | ($5,403,277) | ($37,090,050) | -85.5% | | Basic and Diluted Loss Per Share | ($0.43) | ($3.46) | -87.6% | - The significant reduction in net loss for both periods is partly attributable to the absence of a **$29,169,008** loss on disposal of property, plant and equipment recorded in Q2 and 6 months 2024[9](index=9&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities increased. However, the absence of significant investing activities compared to the prior year led to a sharp reduction in the overall net decrease in cash and cash equivalents Consolidated Statements of Cash Flows (6 Months Ended June 30) | Metric | 6 Months 2025 | 6 Months 2024 | Change | | :------------------------------------------ | :-------------- | :-------------- | :------- | | Net Cash Used in Operating Activities | ($2,139,435) | ($812,141) | +163.4% | | Net Cash Provided by (Used in) Investing Activities | $0 | ($60,526,213) | N/A (no activity vs outflow) | | Net Cash Used in Financing Activities | ($260,997) | ($264,094) | -1.2% | | Net Decrease in Cash and Cash Equivalents | ($2,339,081) | ($61,856,355) | -96.2% | | Cash and Cash Equivalents - End of Period | $7,736,081 | $10,367,539 | -25.4% | - The significant reduction in net decrease in cash is primarily due to the absence of large property, plant and equipment purchases in 2025 compared to 2024[10](index=10&type=chunk) - Adjustments to reconcile net loss to net cash used in operating activities included depreciation and amortization of **$7,997,410** and stock-based compensation expense of **$196,100** in 2025[10](index=10&type=chunk) [Supplemental Cash Flow Information](index=6&type=section&id=Supplemental%20Cash%20Flow%20Information) Supplemental disclosures for the six-month period ended June 30, 2025, detail cash payments for taxes and interest on finance lease obligations Supplemental Cash Flow Information (6 Months Ended June 30, 2025) | Item | Amount | | :-------------------------------- | :------- | | Cash paid for taxes | $811,828 | | Interest on finance lease obligation | $43,396 | [Company Information](index=6&type=section&id=Company%20Information) This section provides an overview of Gulf Resources, Inc.'s business operations, subsidiaries, and the nature of its forward-looking statements [About Gulf Resources, Inc.](index=6&type=section&id=About%20Gulf%20Resources%2C%20Inc.) Gulf Resources, Inc. operates through four wholly-owned subsidiaries in China, positioning itself as a leading producer of bromine, which is essential for various industrial and agricultural applications. The company also manufactures specialty chemical products, crude salt, and is involved in the exploration and development of natural gas and brine resources - Gulf Resources, Inc. operates through four wholly-owned subsidiaries: Shouguang City Haoyuan Chemical Company Limited, Shouguang Yuxin Chemical Industry Co., Limited, Daying County Haoyuan Chemical Company Limited, and Shouguang Hengde Salt Industry Co. Ltd[12](index=12&type=chunk) - The Company believes that it is one of the largest producers of bromine in China, used to manufacture a wide variety of compounds utilized in industry and agriculture[12](index=12&type=chunk) - Through its subsidiaries, the Company manufactures chemical products for applications like oil and gas field explorations and papermaking, sells crude salt, and explores natural gas and brine resources[12](index=12&type=chunk) [Forward-Looking Statements](index=6&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements that are subject to various risk factors, including general economic conditions in China, the impact of the COVID-19 pandemic, future product development, market acceptance, competition, technological changes, and the ability to acquire future bromine assets. The company explicitly states it has no obligation to update these statements - Forward-looking statements are subject to various risk factors, including general economic and business conditions in the PRC, the risks associated with the COVID-19 pandemic outbreak, future product development and production capabilities, and market acceptance[13](index=13&type=chunk) - Other risks include additional competition, changes in technology, the ability to make future bromine asset purchases, and various other factors beyond its control[13](index=13&type=chunk) - Gulf Resources undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release[13](index=13&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40912 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | ...

Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Commission File Number: 001-34079 Opus Genetics, Inc. (Exact name of Registrant as specified in its charter) Delaware 11-3516358 (State or other jurisdic ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported a net loss of $7.4 million for Q2 2025 and $15.6 million for the six months ended June 30, 2025, with cash of $32.4 million and total assets of $38.7 million, and increased liabilities to $21.2 million due to new warrant liabilities [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to $38.7 million, driven by cash and cash equivalents of $32.4 million, while total liabilities rose to $21.2 million due to $11.8 million in warrant liabilities, resulting in total stockholders' equity of $17.5 million Condensed Consolidated Balance Sheet Highlights (in thousands of US dollars) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $32,429 | $30,321 | | Total current assets | $38,439 | $36,610 | | **Total assets** | **$38,665** | **$36,862** | | **Liabilities & Equity** | | | | Warrant liabilities | $11,800 | $— | | Total current liabilities | $20,192 | $11,295 | | **Total liabilities** | **$21,192** | **$11,295** | | Series A preferred stock | $— | $18,843 | | **Total stockholders' equity** | **$17,473** | **$6,724** | [Condensed Consolidated Statements of Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) For Q2 2025, net loss was $7.4 million, a slight decrease from Q2 2024 due to a $0.9 million positive change in warrant liabilities, while the six-month net loss increased to $15.6 million due to higher operating expenses Financial Performance Summary (in thousands of US dollars, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | License and collaborations revenue | $2,882 | $1,112 | $7,252 | $2,823 | | General and administrative | $5,766 | $3,354 | $12,112 | $8,024 | | Research and development | $6,022 | $6,086 | $13,975 | $10,835 | | Loss from operations | ($8,906) | ($8,328) | ($18,835) | ($16,036) | | **Net loss** | **($7,420)** | **($7,765)** | **($15,614)** | **($14,871)** | | **Net loss per share (basic and diluted)** | **($0.12)** | **($0.30)** | **($0.32)** | **($0.59)** | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operations was $19.3 million, offset by $21.4 million from financing activities, leading to a $2.1 million net cash increase and an ending balance of $32.4 million Cash Flow Summary for the Six Months Ended June 30 (in thousands of US dollars) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(19,263) | $(13,008) | | Net cash used in investing activities | $— | $— | | Net cash provided by financing activities | $21,371 | $3,916 | | **Net increase (decrease) in cash** | **$2,108** | **$(9,092)** | | **Cash and cash equivalents at end of period** | **$32,429** | **$41,409** | - Financing activities in the first six months of 2025 were driven by **$5.98 million** from the issuance of common stock and pre-funded warrants, and **$15.52 million** from the issuance of warrants in the March 2025 offerings[20](index=20&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's focus on gene therapies for IRDs, key events including the October 2024 acquisition and March 2025 financing, and confirm sufficient cash to fund operations for at least the next twelve months - The company is a clinical-stage biopharmaceutical company developing gene therapies for inherited retinal diseases (IRDs) and small molecule therapies for other ophthalmic disorders, with its pipeline including OPGx-LCA5 for Leber congenital amaurosis and OPGx-BEST1 for Best Disease[22](index=22&type=chunk)[24](index=24&type=chunk) - As of June 30, 2025, the company had **$32.4 million** in cash and cash equivalents, which management believes is sufficient to fund planned expenditures for at least the next twelve months[32](index=32&type=chunk) - In March 2025, the company raised approximately **$21.5 million** in gross proceeds through an underwritten public offering and a private placement, issuing common stock, pre-funded warrants, and warrants[102](index=102&type=chunk)[99](index=99&type=chunk) - On May 5, 2025, all **14,145.374 shares** of Series A Preferred Stock were converted into **14,145,374 shares** of common stock following stockholder approval[98](index=98&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reported increased license and collaboration revenue to $2.9 million for Q2 2025, with rising G&A expenses due to public company costs, stable R&D, and $32.4 million in cash, sufficient for the next twelve months [Overview and Recent Developments](index=35&type=section&id=Overview%20and%20Recent%20Developments) The company is advancing its gene therapy pipeline, with OPGx-LCA5 showing positive data and receiving RMAT designation, and secured a $2.0 million non-dilutive funding agreement for the MERTK program - The most advanced gene therapy program, OPGx-LCA5, has shown clinical proof-of-concept with visual improvement in adult patients and initial positive data in pediatric patients[189](index=189&type=chunk) - On May 6, 2025, the FDA granted Regenerative Medicine Advanced Therapy (RMAT) designation to OPGx-LCA5, potentially expediting its development and review[199](index=199&type=chunk) - In June 2025, the company entered into a funding agreement with the Foundation Fighting Blindness Retinal Degeneration Fund (RDF) for up to **$2.0 million** in non-dilutive funding for its MERTK program[196](index=196&type=chunk) [Results of Operations](index=40&type=section&id=Results%20of%20Operations) Q2 2025 revenue increased to $2.9 million, driven by Viatris reimbursements, while G&A expenses rose by $2.4 million due to public company and legal costs, and R&D remained stable, leading to a higher loss from operations Comparison of Three Months Ended June 30 (in thousands of US dollars) | Item | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | License and collaborations revenue | $2,882 | $1,112 | $1,770 | | General and administrative | $5,766 | $3,354 | $2,412 | | Research and development | $6,022 | $6,086 | $(64) | | **Loss from operations** | **$(8,906)** | **$(8,328)** | **$(578)** | Comparison of Six Months Ended June 30 (in thousands of US dollars) | Item | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | License and collaborations revenue | $7,252 | $2,823 | $4,429 | | General and administrative | $12,112 | $8,024 | $4,088 | | Research and development | $13,975 | $10,835 | $3,140 | | **Loss from operations** | **$(18,835)** | **$(16,036)** | **$(2,799)** | - The increase in G&A expenses in Q2 2025 was primarily due to higher public company related costs (**$1.1 million**), legal costs (**$0.4 million**), patent costs (**$0.3 million**), and payroll costs (**$0.4 million**)[221](index=221&type=chunk) - R&D spending for the six months ended June 30, 2025, shifted significantly, with spending on IRD programs increasing by **$4.1 million** and on PS by **$4.4 million**, while spending on APX3330 decreased by **$6.5 million**[229](index=229&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had $32.4 million in cash, sufficient for the next twelve months, bolstered by $21.5 million from March 2025 financings, and terminated its equity line with Lincoln Park - The company's principal source of liquidity as of June 30, 2025, was cash and cash equivalents of **$32.4 million**[233](index=233&type=chunk) - In March 2025, the company raised combined gross proceeds of approximately **$21.5 million** from an underwritten public offering and a private placement[237](index=237&type=chunk) - The common stock purchase agreement with Lincoln Park Capital was terminated by the company effective April 3, 2025[246](index=246&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - Disclosure is not applicable for smaller reporting companies[296](index=296&type=chunk) [Item 4. Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2025, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[300](index=300&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal controls[301](index=301&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=54&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings expected to have a material effect on its business or financial results - The company is not currently a party to any legal proceedings that management believes are likely to materially affect its business or financial results[303](index=303&type=chunk) [Item 1A. Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors except for a new risk concerning potential delisting from Nasdaq if the company fails to meet the minimum bid price requirement - A new risk factor has been added regarding the potential delisting from the Nasdaq Capital Market if the company's common stock fails to comply with the continued listing standards, specifically the **$1.00** minimum bid price requirement[304](index=304&type=chunk)[305](index=305&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[308](index=308&type=chunk) [Item 5. Other Information](index=55&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025 - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during the quarter[311](index=311&type=chunk) [Item 6. Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including funding agreements, officer certifications, and XBRL data files - Exhibits filed include a Funding Agreement with the Foundation Fighting Blindness Retinal Degeneration Fund and a Funding and License Agreement with Eyes on the Future and RDH12 Fund for Sight[312](index=312&type=chunk)

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