NOTE 20 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date on which these financial statements were issued. Other than as described in the notes above, the Company did not have any material subsequent events that impacted its financial statements or disclosures.

Underwriting Public Offering

On January 22, 2026, the Company entered into an underwriting agreement with Needham & Company, LLC, as representative of the several underwriters, in connection with an underwritten public offering of the Company’s common stock. The Company issued 11,666,667 shares of common stock at a public offering price of $3.00 per share. The underwriters fully exercised their over-allotment option, resulting in the issuance of an additional 1,750,000 shares of common stock. Aggregate gross proceeds from the offering, including the over-allotment option, were approximately $40.25 million, before underwriting discounts, commissions, and offering expenses.

Termination of Standby Equity Purchase Agreement

On July 7, 2025, the Company entered into a SEPA with Yorkville, pursuant to which the Company had the right, but not the obligation, to sell shares of common stock to the investor from time to time, subject to specified terms and limitations. The Company controlled the timing and amount of any sales and, absent a waiver, could not deliver an advance notice under the SEPA until the secured convertible debentures had been repaid and/or converted in full.

On January 22, 2026, the Company delivered a notice terminating the SEPA with Yorkville, effective five trading days after the notice date. The Company did not sell any securities under the SEPA.

Secured Convertible Debenture Conversion and Payoff

On January 22, 2026, the Company delivered an irrevocable optional prepayment notice with respect to its secured convertible debentures issued to Yorkville.

On February 6, 2026, the holder elected to convert $15.0 million of principal, with no accrued interest, at a conversion price of $4.00 per share, resulting in the issuance of 3,750,000 shares of the Company’s common stock.

Following the expiration of the conversion election period, the Company prepaid the remaining amounts outstanding under the Yorkville Debentures for an aggregate cash payoff of approximately $38.9 million, consisting of $35.0 million of principal, $3.5 million of prepayment premium, and approximately $0.4 million of accrued interest. Upon payment in full, the Yorkville Debentures were satisfied and terminated, and all related security interests and liens were released.

Sale of Restricted Gold

On February 5, 2026, the Company completed the sale of its LBMA Good Delivery gold bullion previously classified as held for sale. The transaction was executed through the Company’s securities intermediary and resulted in cash proceeds of approximately $26.4 million. The Company recognized a gain of approximately $2.9 million on the sale of the gold in the first quarter of 2026. Proceeds were used, in part, to fund the repayment of the Yorkville Debentures.

Sale of Marketable securities

In January 2026, the Company sold all of its marketable securities in Empress Royalty Corp. for gross proceeds of approximately $10.2 million.

Board of Directors Appointments and Equity Issuance

In February and March 2026, the Company appointed Anthony Marciano and Shawn Matthews as non-employee members of its Board of Directors. Each director is entitled to compensation in accordance with the Company’s non-employee director compensation program, which currently includes an annual cash retainer of $40,000 and a committee retainer of $25,000 per year for each committee on which the director serves.

Between January and March 2026, the Company granted and issued 100,000 shares of Common Stock each to Kevin Gopaul, Anthony Marciano and Shawn Matthews associated with their appointment to the Board of Directors for an aggregate of 300,000 shares of common stock with an aggregate grant-date fair value of approximately $0.7 million.

Consulting Services Agreement

On February 4, 2026, the Company entered into a consulting agreement with an independent third party to provide advisory related services. The agreement has an initial term of six months and provides for a fixed consulting fee of $4.0 million, payable in installments, as well as potential transaction-based fees contingent upon the completion of certain activities during the term of the agreement.

Employee, Consulting and Advisory Agreements and Equity Awards

Between January 1, 2026 and March 16, 2026, the Company entered into multiple consulting and advisory agreements and other arrangements with employees and independent contractors to provide strategic, capital markets, investor relations, marketing, legal, and advisory services. These agreements generally provide for compensation in the form of equity-based awards granted under the Company’s equity incentive plans, including RSUs, RSAs and performance stock units (“PSUs”), as well as, in certain cases, direct issuances of common stock. Certain awards vested immediately upon grant, while others vest over time or upon the achievement of specified service, performance, or market-based conditions.

In connection with these consulting and advisory arrangements, the Company issued an aggregate of 5,645,816 shares of common stock during the period from January 1, 2026 through March 16, 2026 with an aggregate grant-date fair value of approximately $19.0 million including

Resignation of Former Chief Financial Officer

On March 15, 2026, Ferdinand Groenewald resigned as the Company’s Chief Financial Officer. In connection with the resignation, the Company entered into separation and transition arrangements with the former officer.

Pursuant to the separation agreement, the former officer is entitled to cash severance of $112,500, pro rata incentive compensation, and reimbursement of COBRA continuation coverage, subject to the terms of the agreement. Prior to his resignation on January 8, 2026, the former Chief Financial Officer had been granted 500,000 RSUs, which 100,000 were to vest on May 15, 2026, and the remaining 400,000 were to vest in equal installments quarterly over four years with a grant-date fair value of approximately $1.6 million. Of the RSUs granted, 301,500 RSUs became fully vested as of the separation date, with remaining unvested equity awards cancelled.

The Company also entered into a six-month consulting agreement with Groenewald Enterprises LLC, an affiliate of the former officer providing financial reporting, SEC compliance, and transition services for a fee of $20,000 per month.

Appointment of New Chief Financial Officer

On March 15, 2026, the Company appointed Christine Plummer as Chief Financial Officer, principal financial officer, and principal accounting officer.

In connection with her appointment, the Company entered into an employment agreement with Ms. Plummer providing for an annual base salary of $350,000, eligibility for an annual discretionary bonus, and participation in the Company’s equity compensation programs. In addition, on May 16, 2026, Ms. Plummer was granted 500,000 restricted stock units, which vest in sixteen equal quarterly installments with vesting commencing on April 1, 2026 with a grant-date fair value of approximately $0.9 million.

Chief Executive Officer Equity Award

On January 8, 2026, the Company’s Chief Executive Officer was granted 1,000,000 RSUs, which 100,000 vest on Mary 15, 2026 and the remaining 900,000 vest in sixteen equal quarterly installments over four years with a grant-date fair value of approximately $3.2 million.

Interim Executive Chairman

On January 8, 2026, the Company’s Interim Executive Chairman of the Board was granted 100,000 RSUs, which vest in four equal quarterly installments over one years with a grant-date fair value of approximately $0.3 million.

Other Equity transactions

Between January 7, 2026 and March 25, 2026, an aggregate of 24,621,166 Exchangeable Shares were converted into the same number of common stock by holders of the Exchangeable Shares.

In January and February 2026, the Company issued an aggregate of 54,647 shares of common stock in exchange for 87,984 warrants cashless exercised at a weighted average exercise price of $0.9547.

On January 14, 2026, the Company granted a nonqualified stock option to purchase 250,000 shares of the Company’s common stock at an exercise price of $3.21 per share. The Option was fully vested and exercisable as of the grant date and has a contractual term of ten years, expiring on January 13, 2036 with a grant-date fair value of approximately $0.8 million.

In January 2026, the Company issued 178,125 shares of common stock for vested restricted stock units.