Quarterly Report for Quarter Ending SEPTEMBER 30, 2026 (Form 10-Q)

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Taca deposit. Mineralization on adjacent or nearby properties is not necessarily indicative of mineralization on the Desierto property. The four- to six-week program is expected to be completed in the fourth quarter of 2026, with full results expected in the first quarter of 2027. Cascadero, which holds the remaining 33.3% interest in Desierto, has not to date contributed its share of the cost of the drill program.

Sand Canyon Project

In July 2026, the Company and Golden Gryphon USA, Inc. formed Sand Canyon Explorations LLC to hold and explore the Sand Canyon mining claims in Humboldt County, Nevada, following the Company's exercise in January 2025 of its option to earn a 60% interest in the project. The Company holds a 60% interest and is the manager, and the members contributed their claims to the LLC in July 2026. The LLC's activities are funded by the members through cash calls in proportion to their interests, and a member's interest may be diluted if it does not fund its share (see Note 13 and Part II, Item 5, "Other Information"). Work planned to begin in the fourth quarter of 2026 will include additional geochemical sampling to follow up rock and soil samples that have identified silicified gold-bearing range front structures on the property, similar to the Sleeper Mine further south. Mineralization at the Sleeper Mine is not necessarily indicative of mineralization on the Sand Canyon property. Geophysical surveys (induced polarization and magnetics) are also planned to identify sulfide-rich target areas identified by rock sample results.

Keith Laskowski, MSc, the Company's Executive Vice President, Exploration, a Qualified Professional (#01221QP) of the Mining and Metallurgical Society of America and a qualified person under S-K 1300, has reviewed and approved the scientific and technical information in this Form 10-Q.

Financial Results of Operations

For the results of operations discussed below, we compare the results of operations for the three and nine months ended September 30, 2026, to the results of operations for the three and nine months ended September 30, 2025.

Exploration expense. Our exploration expense, including property holding costs and allocated administrative expenses, totaled $342 thousand and $188 thousand for the three months ended September 30, 2026 and 2025, respectively, and $428 thousand and $343 thousand for the nine months ended September 30, 2026 and 2025, respectively. The increase primarily reflects the $200 thousand option payment for the Desierto property made in July 2026, claim maintenance fees for the Sand Canyon project of approximately $83 thousand, of which $33 thousand was paid by the noncontrolling interest, and field work to prepare the Desierto drill program.

Administrative expense. Administrative expenses totaled $462 thousand for the three months ended September 30, 2026, compared to $430 thousand for the three months ended September 30, 2025, and $1,296 thousand for the nine months ended September 30, 2026, compared to $1,893 thousand for the nine months ended September 30, 2025. Administrative expenses, including costs associated with being a public company, are incurred primarily by our corporate activities in support of our exploration portfolio and consist principally of professional fees, together with ongoing accounting and tax fees; investor-relations, transfer-agent, listing and regulatory fees, including annual-meeting and proxy costs; insurance; and salaries and benefits. The decrease for the nine months compared with the prior-year period primarily reflects lower professional and corporate costs, consistent with the reduced scale of the Company's activities following the disposition and wind-down of its Mexican operations. The increase for the three months primarily reflects professional fees for the formation of Sand Canyon Explorations LLC.

Stock-based compensation. Stock-based compensation expense was $8 thousand and $70 thousand for the three months ended September 30, 2026 and 2025, respectively, and $153 thousand and $243 thousand for the nine months ended September 30, 2026 and 2025, respectively. The three months ended September 30, 2026 include the reversal of $18 thousand of expense on RSUs forfeited on the resignation of the Company's former Chief Executive Officer. Stock-based compensation varies from period to period depending on the number and timing of equity instruments granted, the type of grant, the market value of the shares on the date of grant and other variables.

Interest and other income (expense), net. Interest and other income, net, was $10 thousand and $13 thousand for the three months ended September 30, 2026 and 2025, respectively, and $21 thousand and $91 thousand for the nine months ended September 30, 2026 and 2025, respectively. The decrease for the nine months primarily reflects lower interest income earned on lower average cash balances and interest expense on the insurance premium financing.

Income Taxes. We recorded $nil income tax expense for the three and nine months ended September 30, 2026 and 2025.

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Income (loss) from discontinued operations, net of taxes. Income (loss) from discontinued operations, net of taxes, was $nil and $(196) thousand for the three months ended September 30, 2026 and 2025, respectively, and $1,142 thousand and $(515) thousand for the nine months ended September 30, 2026 and 2025, respectively. In the current year, the Company received approximately $1.2 million on the sale of Minera William; in the prior year, it received approximately $0.6 million on the sale of Minera de Cordilleras. In each period, the remaining amounts consist principally of subsidiary holding costs, which were higher in the prior year owing to the larger number of subsidiaries then held.

Noncontrolling interest. The net loss attributable to the noncontrolling interest of $49 thousand for the three and nine months ended September 30, 2026 represents Golden Gryphon's 40% share of the net loss of Sand Canyon Explorations LLC.

Liquidity, Capital Resources and Going Concern

2026 Liquidity Forecast and Going Concern Qualification

As of September 30, 2026, we had current assets of approximately $1.9 million, including consolidated cash and cash equivalents of approximately $1.7 million, and accounts payable and other current liabilities of approximately $1.0 million. During the third quarter of 2026, the Company pre-funded costs totaling approximately $0.1 million of a drill program at its Desierto project, which commenced in October 2026. On November 9, 2026, the Company completed a non-brokered private placement of 17,857,143 units at a price of C$0.28 per unit for gross proceeds of C$5,000,000 (approximately US$3.5 million) (the "Offering"). The Company intends to use the net proceeds of the Offering to fund its exploration programs, including the drilling program at its Sarita Este/Desierto project, and its other forecast expenditures through the end of 2027, including the $0.8 million July 2027 option payment for Desierto, to reduce its liabilities, and for general corporate and working capital purposes. As the Offering resulted in the issuance of securities in excess of the limits otherwise permitted by the TSX without shareholder approval, the Company relied on the financial hardship exemption under Section 604(e) of the TSX Company Manual, which reliance was accepted by the TSX. The TSX advised the Company by letter dated November 9, 2026 that it has placed the Company under a 120-day remedial delisting review. The TSX has scheduled a meeting of its Continued Listing Committee for March 3, 2027 to consider suspending trading in and delisting the Company's securities. In connection with this letter, the Company is considering whether to apply to the TSX Venture Exchange to seek a listing of its shares.

The Company's only near-term opportunity to generate cash flow to meet its expected cash requirements is from asset sales, equity, or other external financing. Based on the Company's current forecasts, the Company expects its cash resources, including the net proceeds of the Offering, to fund its forecast expenditures through the end of 2027. The forecast includes the completion of the Desierto drill program, the July 2027 option payment for Desierto and the Company's share of Sand Canyon's programs, and provides limited financial capacity beyond the twelve months following the filing of this Form 10-Q. Cost overruns, delays or obligations not included in the forecast would shorten this period. The Company has no revenue-generating operations and will require additional financing or asset monetization to fund its activities beyond that period. These conditions continue to raise substantial doubt about the Company's ability to continue as a going concern.

2026 Liquidity Discussion

At September 30, 2026, our aggregate consolidated cash and cash equivalents totaled approximately $1.7 million, compared to $1.3 million (plus $0.5 million of cash restricted for settlement of a value-added tax payable) at December 31, 2025. There was no restricted cash at September 30, 2026, as the value-added tax payable was settled during the period. During the nine months ended September 30, 2026, cash, cash equivalents and restricted cash decreased by approximately $0.2 million, reflecting the following:

Our significant near-term cash requirements include the remaining cost of the Desierto drill program of approximately $1.0 million, payments under the Argentina labor settlements of approximately $0.2 million and the remaining insurance premium financing

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installments of approximately $0.1 million through February 2027. To complete the acquisition of the optioned 33.3% interest in the Desierto property, the Company plans to make an option payment of $0.8 million in July 2027, which would complete its acquisition of a 28.3% interest. A further option payment of $1.0 million, with no fixed due date, would complete the acquisition of the remaining 5.0% interest under option. In addition, as the holder of a 60% interest in Sand Canyon, the Company is required to fund its proportionate share of Sand Canyon's adopted programs and budgets, including the remainder of the 2026 program and budget of approximately $0.1 million and its 2027 program and budget once adopted. If the Company does not fund its share, its interest in Sand Canyon may be diluted (see Note 13 to the condensed consolidated financial statements).

See Note 2 to the condensed consolidated financial statements and "-2026 Liquidity Forecast and Going Concern Qualification" above for further discussion of the substantial doubt about the Company's ability to continue as a going concern.

Recent Accounting Pronouncements

Please refer to the description of the recent accounting pronouncements in Item 1, Financial statements, above.

Forward-Looking Statements

Some information contained in or incorporated by reference into this Quarterly Report on Form 10-Q (this "Form 10-Q") may contain forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. We use the words "anticipate," "continue," "likely," "estimate," "expect," "may," "could," "will," "project," "should," "believe" and similar expressions (including negative and grammatical variations) to identify forward-looking statements. These statements include comments relating to (i) our anticipated near-term capital needs and potential sources of capital, including the use of the proceeds of the Offering and our possible application for a listing on the TSX Venture Exchange; (ii) our plans regarding exploration activities at the Desierto project, including the timing, cost and results of the drill program, and the completion of the related joint venture documents; (iii) plans regarding our Sand Canyon exploration property in Nevada and its funding through Sand Canyon Explorations LLC; (iv) projected spending during 2026 and 2027; and (v) statements concerning our financial condition, business strategies, business and legal risks, and our financial outlook, including anticipated expenditures and cash inflows. Although we believe the expectations and assumptions reflected in those forward-looking statements are reasonable, we cannot assure you that these expectations and assumptions will prove to be correct. Our actual results could differ materially from those expressed or implied in these forward-looking statements as a result of various factors described in this Form 10-Q, including:

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These factors are not intended to represent a complete list of the general or specific factors that could affect us. Many of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such expectations may prove to be materially incorrect due to known and unknown risks and uncertainties. You should not unduly rely on any of our forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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