STOCK TITAN

Fortitude Gold Q3 2026 sales rise to $10.3M

County Line contributed to quarterly sales growth, while nine-month shareholder-attributable income was $0.908 million versus $2.331 million in 2025.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

Fortitude Gold Corp (FTCO) reported third-quarter 2026 net sales of $10.315 million, compared with $4.654 million a year earlier; the company attributed the increase to higher sales volumes and average sales prices, with County Line production contributing. Nine-month net sales were $21.718 million, compared with $16.073 million. Mine gross profit was $5.246 million for the quarter and $12.879 million for nine months.

Net income attributable to Fortitude shareholders was $1.961 million in the quarter versus $0.233 million; for nine months it was $0.908 million versus $2.331 million. Consolidated net results were losses of $0.604 million and $4.408 million, respectively, including losses attributable to noncontrolling interests of $2.565 million and $5.316 million. Operating cash use was $9.797 million for nine months, versus $8.475 million. Cash was $8.505 million at September 30, 2026. Based on December 31, 2025 working capital and projected cash burn, the company said it lacked resources for the next 12 months; it completed two private placements, with proceeds expected to support operations, capital expenditures, renewed exploration and short-term liquidity needs.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Moderate pointThird-quarter net sales were $10.315 million, versus $4.654 million in 2025.
  • Moderate pointThird-quarter Fortitude-shareholder net income was $1.961 million, versus $0.233 million.

Negative

  • Major point. Forward-looking: it has not happened yet and may not happen.December 2025 assessment: insufficient resources for 12 months of requirements.
  • Moderate pointNine-month Fortitude-shareholder net income was $0.908 million, versus $2.331 million.
  • Moderate pointNine-month operating cash use was $9.797 million, versus $8.475 million.

Filing Explained

Fortitude Gold reports that its completed February and June placements issued 3,670,206 shares; shares outstanding were 28,590,128 on September 30, up from 24,375,209 at year-end, reducing the percentage ownership of holders who did not acquire offsetting shares.

Net sales $10.315 million Three months ended September 30, 2026; $4.654 million in 2025
Net sales $21.718 million Nine months ended September 30, 2026; $16.073 million in 2025
Net income attributable to Fortitude shareholders $1.961 million Three months ended September 30, 2026; $0.233 million in 2025
Net income attributable to Fortitude shareholders $0.908 million Nine months ended September 30, 2026; $2.331 million in 2025
Net cash used in operating activities $9.797 million Nine months ended September 30, 2026; $8.475 million in 2025
Cash and cash equivalents $8.505 million As of September 30, 2026
all-in sustaining cost financial
"Total all-in sustaining cost per gold ounce sold"
All-in sustaining cost (AISC) is a per-unit measure that shows the full, ongoing cost to produce a commodity, typically an ounce of metal, including direct mining costs, sustaining capital (ongoing equipment and mine upkeep), royalties, and general overhead. For investors it matters because AISC reveals the durable earning power and true profit margin of a producer—like calculating the total monthly cost to own and operate a car to judge whether selling rides is profitable over time.
by-product credits financial
"total cash cost after by-product credits"
By-product credits are the value a company receives from selling or otherwise monetizing secondary materials or outputs that are produced alongside its main product — think of selling fruit peels as compost while selling the fruit itself. For investors, these credits act like a rebate that reduces reported production cost and can boost profit margins or cash flow, so they matter when assessing a company’s true cost structure and earnings quality.
variable interest entity financial
"which is a variable interest entity"
A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.
noncontrolling interests financial
"net loss attributable to noncontrolling interests"
The portion of a subsidiary’s equity and profits that belongs to outside owners rather than the parent company; when a parent reports consolidated results it includes the whole subsidiary but shows the noncontrolling slice separately. Think of a company’s subsidiary as a pie where the parent owns most slices but some are held by other investors — noncontrolling interests tell you how much of the pie and its future earnings don’t belong to the parent, which affects how much profit and net assets are truly attributable to the parent’s shareholders.
Plan of Operation for Exploration technical
"Plan of Operation for Exploration that would allow for 150 acres"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were FTCO's third-quarter 2026 net sales?

Net sales were $10.315 million for the three months ended September 30, 2026, versus $4.654 million for the same period in 2025. The company attributed the increase to higher sales volumes and a higher average sales price.

How much net income did FTCO attribute to shareholders in Q3 2026?

Net income attributable to Fortitude shareholders was $1.961 million, compared with $0.233 million in the third quarter of 2025. Consolidated results were a net loss of $0.604 million, including a $2.565 million net loss attributable to noncontrolling interests.

What were the terms of FTCO's 2026 private placements?

In February, Fortitude issued 2,520,206 shares for $12.0 million in gross proceeds and $11.7 million in net proceeds after $0.3 million of fees and expenses. In June, it issued 1,150,000 shares for $5.5 million in gross and net proceeds.

Who owns FTCO's East Camp Douglas joint venture, and what was the investment?

Fortitude holds a 60% economic interest in East Camp Douglas, LLC, with the remaining interest held by Hawthorne Minerals, LLC. The joint venture description states that the third party holds 40% in exchange for a $40 million investment.

What is expected after the East Camp Douglas NEPA review?

The project is expected to be granted a Plan of Operation for Exploration once the NEPA process is completed. The plan would allow 150 acres of disturbance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Table of Contents

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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 September 30, 2026

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: 333-249533

Fortitude Gold Corporation

(Exact name of registrant as specified in its charter)

​

​

​

Colorado

85-2602691

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

​

723 South Cascade Avenue

Colorado Springs, CO 80903

(Address of Principal Executive Offices)

(719) 717 9825

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

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​

​

​

​

Title of Each Class

Trading symbol

Name of Exchange on which registered

N/A

N/A

N/A

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ⌧    No  ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ⌧    No   ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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​

Large accelerated filer

◻

Accelerated filer

◻

​

​

​

​

​

​

​

​

Non-accelerated filer

⌧

Smaller reporting company

☒

Emerging growth company

☐

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  ⌧

As of November 9, 2026 the registrant had 28,590,128 outstanding shares of common stock.

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Table of Contents

TABLE OF CONTENTS

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Page

​

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Part I

​

Financial Information

​

​

Item 1.

​

Financial Statements

​

1

​

​

Condensed Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025

​

1

​

​

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 (Unaudited)

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2

​

​

Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2026 and 2025 (Unaudited)

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3

​

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Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 (Unaudited)

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5

​

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Notes to Condensed Consolidated Financial Statements (Unaudited)

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6

Item 2.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

​

14

Item 3.

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Quantitative and Qualitative Disclosures about Market Risk

​

24

Item 4.

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Controls and Procedures

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24

Part II

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Other Information

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Item 1.

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Legal Proceedings

​

25

Item 1A.

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Risk Factors

​

25

Item 2.

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Unregistered Sales of Equity Securities and Use of Proceeds

​

25

Item 4.

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Mine Safety Disclosures

​

25

Item 5.

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Other Information

​

25

Item 6.

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Exhibits

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26

Signatures

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27

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Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

FORTITUDE GOLD CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in thousands, except per share data)

​

​

​

​

​

​

​

​

​

​

September 30, 

​

December 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

​

​

(unaudited)

​

  ​

​

ASSETS

​

​

  ​

​

​

  ​

Current assets:

​

​

  ​

​

​

  ​

Cash and cash equivalents

​

$

8,505

​

$

4,656

Gold and silver rounds/bullion

​

​

3,142

​

​

3,336

Inventories

​

 

25,259

​

 

29,312

Prepaid taxes

​

​

450

​

​

450

Prepaid expenses and other current assets

​

 

804

​

 

867

Total current assets

​

 

38,160

​

 

38,621

Property, plant and mine development, net

​

 

40,270

​

 

46,213

Leach pad inventories

​

​

71,190

​

​

50,291

Other non-current assets

​

 

1,100

​

 

1,060

Total assets

​

$

150,720

​

$

136,185

LIABILITIES AND SHAREHOLDERS' EQUITY

​

 

  ​

​

 

  ​

Current liabilities:

​

 

  ​

​

 

  ​

Accounts payable

​

$

2,864

​

$

1,468

Finance lease liabilities, current

​

 

7,441

​

 

7,208

Other current liabilities

​

 

590

​

 

397

Total current liabilities

​

 

10,895

​

 

9,073

Finance lease liabilities, net of current portion

​

​

6,679

​

​

11,882

Asset retirement obligations

​

 

11,023

​

 

10,856

Total liabilities

​

 

28,597

​

 

31,811

Shareholders' equity:

​

 

  ​

​

 

  ​

Preferred stock - $0.01 par value, 20,000,000 shares authorized and nil outstanding at September 30, 2026 and December 31, 2025

​

 

—

​

 

—

Common stock - $0.01 par value, 200,000,000 shares authorized and 28,590,128 shares outstanding at September 30, 2026 and 24,375,209 shares outstanding at December 31, 2025

​

 

287

​

 

244

Additional paid-in capital

​

 

125,166

​

 

106,882

Accumulated deficit

​

 

(4,314)

​

 

(2,752)

Fortitude shareholders' equity

​

 

121,139

​

 

104,374

Noncontrolling interest

​

​

984

​

​

—

Total shareholders' equity

​

​

122,123

​

​

104,374

Total liabilities and shareholders' equity

​

$

150,720

​

$

136,185

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

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1

Table of Contents

FORTITUDE GOLD CORPORATION
Condensed Consolidated Statements of Operations
(U.S. Dollars in thousands, except per share data)
(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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  ​ ​ ​

Three months ended

​

Nine months ended

​

​

​

September 30, 

​

September 30, 

​

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

​

Sales, net

​

$

10,315

​

$

4,654

​

$

21,718

​

$

16,073

​

Mine cost of sales:

​

 

  ​

​

 

  ​

​

 

  ​

​

 

  ​

​

Production costs

​

 

4,285

​

 

1,627

​

 

7,251

​

 

5,558

​

Depreciation and amortization

​

 

784

​

 

517

​

 

1,588

​

 

1,965

​

Total mine cost of sales

​

 

5,069

​

 

2,144

​

 

8,839

​

 

7,523

​

Mine gross profit

​

 

5,246

​

 

2,510

​

 

12,879

​

 

8,550

​

Costs and expenses:

​

 

  ​

​

 

  ​

​

 

  ​

​

 

  ​

​

General and administrative expenses

​

 

1,385

​

 

1,257

​

 

4,801

​

 

3,806

​

Exploration expenses

​

 

3,927

​

 

1,575

​

 

10,253

​

 

4,278

​

Facilities and mine construction

​

​

—

​

​

—

​

​

81

​

​

—

​

Reclamation and remediation

​

 

465

​

 

44

​

 

1,347

​

 

135

​

Other expense (income), net

​

 

73

​

 

(541)

​

 

805

​

 

(2,055)

​

Total costs and expenses

​

 

5,850

​

 

2,335

​

 

17,287

​

 

6,164

​

(Loss) Income before income and mining taxes

​

 

(604)

​

 

175

​

 

(4,408)

​

 

2,386

​

Mining and income tax expense (benefit)

​

 

—

​

 

(58)

​

 

—

​

 

55

​

Net (loss) income

​

$

(604)

​

$

233

​

​

(4,408)

​

​

2,331

​

Net loss attributable to noncontrolling interest

​

​

2,565

​

​

—

​

​

5,316

​

​

—

​

Net income attributable to Fortitude Shareholders

​

$

1,961

​

$

233

​

$

908

​

$

2,331

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income per common share attributable to Fortitude Shareholders:

​

 

  ​

​

 

  ​

​

 

  ​

​

 

  ​

​

Basic

​

$

0.07

​

$

0.01

​

$

0.03

​

$

0.10

​

Diluted

​

$

0.07

​

$

0.01

​

$

0.03

​

$

0.10

​

Weighted average shares outstanding:

​

 

  ​

​

 

  ​

​

 

  ​

​

 

  ​

​

Basic

​

​

28,590,128

​

​

24,366,637

​

​

27,361,865

​

​

24,262,841

​

Diluted

​

 

28,752,718

​

 

24,543,347

​

 

27,780,242

​

 

24,510,012

​

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

​

2

Table of Contents

​

FORTITUDE GOLD CORPORATION
Condensed Consolidated Statements of Shareholders’ Equity
(U.S. Dollars in thousands)
(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​ ​

Three Months Ended September 30, 2026 and 2025

​

​

​

​

Par

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of

​

Value of

​

​

​

​

(Accumulated Deficit)

​

​

​

Total

​

​

Common

​

Common

​

Additional Paid-

​

​

Retained

​

Noncontrolling

​

Shareholders'

​

  ​ ​ ​ ​

Shares

  ​ ​ ​ ​

Shares

  ​ ​ ​ ​

in Capital

  ​ ​ ​ ​

​

Earnings

  ​ ​ ​ ​

Interest

  ​ ​ ​ ​

Equity

Balance, June 30, 2025

​

24,315,209

​

$

243

​

$

106,081

​

$

388

​

$

—

​

$

106,712

Stock-based compensation

​

—

​

​

—

​

​

521

​

 

—

​

 

—

​

 

521

Dividends

​

—

​

​

—

​

​

—

​

 

(731)

​

 

—

​

 

(731)

Common stock issued for vested restricted stock units

​

60,000

​

​

1

​

​

(1)

​

​

—

​

​

—

​

​

—

Net income

​

—

​

​

—

​

​

—

​

​

233

​

​

—

​

​

233

Balance, September 30, 2025

​

24,375,209

​

$

244

​

$

106,601

​

$

(110)

​

$

—

​

$

106,735

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance, June 30, 2026

​

28,590,128

​

$

287

​

$

124,416

​

$

(5,418)

​

$

3,549

​

$

122,834

Stock-based compensation

​

—

​

 

—

​

 

750

​

 

—

​

 

—

​

 

750

Dividends

​

—

​

 

—

​

 

—

​

 

(857)

​

 

—

​

 

(857)

Net income (loss)

​

—

​

 

—

​

 

—

​

 

1,961

​

 

(2,565)

​

 

(604)

Balance, September 30, 2026

​

28,590,128

​

$

287

​

$

125,166

​

$

(4,314)

​

$

984

​

$

122,123

​

​

The accompanying notes are an integral part of these condensed consolidated financial statements

3

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​ ​

Nine months ended September 30, 2026 and 2025

​

​

​

​

Par

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of

​

Value of

​

​

​

​

(Accumulated Deficit)

​

​

​

Total

​

​

Common

​

Common

​

Additional Paid-

​

​

Retained

​

Noncontrolling

​

Shareholders'

​

  ​ ​ ​ ​

Shares

  ​ ​ ​ ​

Shares

  ​ ​ ​ ​

in Capital

  ​ ​ ​ ​

​

Earnings

  ​ ​ ​ ​

Interest

  ​ ​ ​ ​

Equity

Balance, December 31, 2024

​

24,173,209

​

$

242

​

$

105,207

​

$

2,644

​

$

—

​

$

108,093

Stock-based compensation

​

—

​

 

—

​

 

1,396

​

 

—

​

 

—

​

 

1,396

Dividends

​

—

​

 

—

​

 

—

​

 

(5,085)

​

 

—

​

 

(5,085)

Common stock issued for vested restricted stock units

​

202,000

​

​

2

​

​

(2)

​

​

—

​

​

—

​

​

—

Net income

​

—

​

 

—

​

 

—

​

 

2,331

​

 

—

​

 

2,331

Balance, September 30, 2025

​

24,375,209

​

$

244

​

$

106,601

​

$

(110)

​

$

—

​

$

106,735

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance, December 31, 2025

​

24,375,209

​

$

244

​

$

106,882

​

$

(2,752)

​

$

—

​

$

104,374

Stock-based compensation

​

150,000

​

 

1

​

 

2,465

​

 

—

​

 

—

​

 

2,466

Issuance of stock, net of issuance costs

​

3,670,206

​

​

37

​

​

17,161

​

​

—

​

​

—

​

​

17,198

Contribution to JV

​

—

​

​

—

​

​

(800)

​

​

—

​

​

800

​

​

—

Cash calls requested from noncontrolling interests

​

—

​

​

—

​

​

—

​

​

—

​

​

5,500

​

​

5,500

Common stock issued for vested restricted stock units

​

390,600

​

​

4

​

​

(4)

​

​

—

​

​

—

​

​

—

Tax withholding related to vesting of restricted stock units

​

—

​

​

—

​

​

(537)

​

​

—

​

​

—

​

​

(537)

Dividends

​

—

​

 

—

​

 

—

​

 

(2,470)

​

 

—

​

 

(2,470)

Stock options exercised

​

4,113

​

​

1

​

​

(1)

​

​

—

​

​

—

​

​

—

Net income (loss)

​

—

​

 

—

​

 

—

​

 

908

​

 

(5,316)

​

 

(4,408)

Balance, September 30, 2026

​

28,590,128

​

$

287

​

$

125,166

​

$

(4,314)

​

$

984

​

$

122,123

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

​

​

4

Table of Contents

​

FORTITUDE GOLD CORPORATION
Condensed Consolidated Statements of Cash Flows
(U.S. Dollars in thousands)
(Unaudited)

​

​

​

​

​

​

​

​

​

​

Nine months ended

​

​

September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

Cash flows from operating activities:

 

​

  ​

 

​

  ​

Net (loss) income

​

$

(4,408)

​

$

2,331

Adjustments to reconcile net (loss) income to net cash from operating activities:

​

 

  ​

​

 

  ​

Depreciation and amortization

​

 

1,778

​

 

2,142

Stock-based compensation

​

​

2,466

​

​

1,396

Reclamation and remediation accretion

​

​

904

​

​

135

Asset retirement obligation

​

​

323

​

​

—

Unrealized loss (gain) on gold and silver rounds/bullion

​

​

190

​

​

(917)

Gain on retirement of debt

​

​

—

​

​

(652)

Other operating adjustments

​

 

1

​

 

2

Changes in operating assets and liabilities:

​

 

  ​

​

 

  ​

Accounts receivable

​

 

—

​

 

(406)

Inventories

​

 

(12,187)

​

 

(10,109)

Prepaid expenses and other current assets

​

 

63

​

 

(12)

Other non-current assets

​

 

(40)

​

 

(759)

Accounts payable and other accrued liabilities

​

 

1,113

​

 

(819)

Income and mining taxes payable

​

 

—

​

 

(807)

Net cash used in operating activities

​

 

(9,797)

​

 

(8,475)

​

​

​

​

​

​

​

Cash flows from investing activities:

​

 

  ​

​

 

  ​

Capital expenditures

​

 

(1,708)

​

 

(1,256)

Net cash used in investing activities

​

 

(1,708)

​

 

(1,256)

​

​

​

​

​

​

​

Cash flows from financing activities:

​

 

  ​

​

 

  ​

Dividends paid

​

​

(2,470)

​

​

(5,085)

Issuance of stock, net of issuance costs

​

​

17,198

​

​

—

Funding from noncontrolling interests

​

 

5,500

​

 

—

Repayment of finance leases

​

 

(4,874)

​

 

(542)

Net cash provided by (used in) financing activities

​

 

15,354

​

 

(5,627)

​

​

​

​

​

​

​

Net increase (decrease) in cash and cash equivalents

​

 

3,849

​

 

(15,358)

Cash and cash equivalents at beginning of period

​

 

4,656

​

 

27,082

Cash and cash equivalents at end of period

​

$

8,505

​

$

11,724

​

​

​

​

​

​

​

Supplemental Cash Flow Information

​

 

  ​

​

 

  ​

Interest expense paid

​

$

673

​

$

—

Income and mining taxes paid

​

$

—

​

$

862

Non-cash investing and financing activities:

​

 

  ​

​

 

  ​

Change in capital expenditures in accounts payable

​

$

(154)

​

$

204

Change in estimate for asset retirement costs

​

$

1,060

​

$

694

Equipment purchased under finance lease

​

$

—

​

$

17,895

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Table of Contents

​

FORTITUDE GOLD CORPORATION
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, unless otherwise stated)
(Unaudited)

1. Basis of Presentation of Financial Statements

These interim Condensed Consolidated Financial Statements (“interim financial statements”) of Fortitude Gold Corporation and its subsidiaries (collectively, the “Company”) are unaudited and have been prepared in accordance with the rules of the Securities and Exchange Commission for interim statements. Certain information and footnote disclosures required by United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been condensed or omitted as permitted by such rules, although the Company believes that the disclosures included are adequate to make the information presented not misleading. The interim financial statements included herein are expressed in United States dollars and in the opinion of management, include all adjustments (all of which are of a normal recurring nature) and disclosures necessary for a fair presentation. The results reported in these interim financial statements are not necessarily indicative of the results that may be reported for the entire year. These interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 included in the Company’s annual report on Form 10-K. The year-end balance sheet data were derived from the audited financial statements. Unless otherwise noted, there have been no material changes to the footnotes from the audited consolidated financial statements contained in the Company’s annual report on Form 10-K. All intercompany accounts and transactions have been eliminated in consolidation.

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported total assets, total liabilities, shareholders' equity, net income (loss), or cash flows.

Operating Segments and Related Disclosures

​

We manage our company as one reportable operating segment, mining operations, which produces gold for sale to our customers. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer.

​

Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level. The CODM assesses performance for the mining operations segment and decides how to better allocate resources based on consolidated net income or loss that is reported on the Condensed Consolidated Statements of Operations. The Company's objective in making resource allocation decisions is to optimize the consolidated financial results. The accounting policies of our mining operations segment are the same as those described in the Summary of Significant Accounting Policies. Refer to Note 1 to the financial statements included in the Company’s 10-K report for the year ended December 31, 2025 for a description of our Significant Accounting Policies.

​

Noncontrolling Interests

​

The Company has a 60% economic interest in East Camp Douglas, LLC (“ECD LLC”) with the remaining interest held by Hawthorne Minerals, LLC (“HLM”). The Company consolidates ECD LLC, in its Condensed Consolidated Financial Statements as the primary beneficiary of ECD LLC, which is a variable interest entity. Under the terms of the agreement, 100% of income and expenses for ECD LLC are attributable to HLM until HLM contributes the required $40 million for exploration activities at the East Camp Douglas property.  For the three and nine months ended September 30, 2026, the Company recognized losses of $2.6 million and $5.3 million, respectively, within Net loss (income) attributable to non-controlling interests related to ECD, LLC. For the three and nine months ended September 30, 2025, the Company recognized nil, within Net loss (income) attributable to non-controlling interests related to ECD, LLC.

​

6

Table of Contents

2. New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires more detailed disclosures about specified categories of expenses (including purchases of inventory, employee compensation, depreciation, and amortization) included in certain expense captions in the Consolidated Statements of Operations.  This update applies to all public business entities. The new standard is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this new standard.

3. Revenue

The following table presents the Company’s net sales:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Three months ended

  ​ ​ ​

Nine months ended

​

​

September 30, 

​

September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

​

​

(in thousands)

​

(in thousands)

Sales, net

​

  ​

​

​

  ​

​

​

  ​

​

​

  ​

​

Gold sales

​

$

10,410

​

$

4,739

​

$

21,844

​

$

16,324

Less: Refining charges

​

 

(95)

​

 

(85)

​

 

(126)

​

 

(251)

Total sales, net

​

$

10,315

​

$

4,654

​

$

21,718

​

$

16,073

​

​

4. Gold and Silver Rounds/Bullion

The Company periodically purchases gold and silver rounds/bullion on the open market for treasury diversification and investment purposes.

​

At September 30, 2026 and December 31, 2025, the Company’s holdings of rounds/bullion, using quoted market prices, consisted of the following:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 

  ​ ​ ​

December 31, 

​

​

2026

  ​ ​ ​

2025

​

​

Ounces

​

​

Per Ounce

​

​

Amount

​

Ounces

​

​

Per Ounce

​

​

Amount

​

​

​

​

​

​

​

​

(in thousands)

​

​

​

​

​

​

​

(in thousands)

Gold

​

611

​

$

4,176

​

$

2,552

​

611

​

$

4,308

​

$

2,632

Silver

​

9,680

​

$

61

​

$

590

​

9,776

​

$

72

​

$

704

Total holdings

​

​

​

​

​

​

$

3,142

​

​

​

​

​

​

$

3,336

​

​

7

Table of Contents

5. Inventories

On September 30, 2026 and December 31, 2025, current inventories consisted of the following:

​

​

​

​

​

​

​

​

​

  ​ ​ ​

September 30, 

  ​ ​ ​

December 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

​

  ​ ​ ​

(in thousands)

Stockpiles

​

$

1,119

​

$

2,132

Leach pad

​

 

23,844

​

 

26,820

Doré

​

 

44

​

 

11

Subtotal - product inventories

​

 

25,007

​

 

28,963

Materials and supplies

​

 

252

​

 

349

Total

​

$

25,259

​

$

29,312

​

In addition to the inventories above, as of September 30, 2026 and December 31, 2025, the Company had $71.2 million and $50.3 million, respectively, of non-current leach pad inventory.

​

​

6. Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), on a tax jurisdictional basis.  The Company files a consolidated U.S. income tax return and at the federal level its income is taxed at 21%.  In addition, a 5% Net Proceeds of Minerals tax applies to the Company’s operations in Nevada, and such tax is recorded as an income tax.  For the three months ended September 30, 2026 and 2025, the Company recorded mining and income tax expense of nil and a mining and income tax benefit of $0.1 million, respectively. For the nine months ended September 30, 2026 and 2025, the Company recorded mining and income tax expense of nil and $0.1 million, respectively. In accordance with ASC 740, the interim provision for taxes was calculated by using the annual effective tax rate.  This rate is applied to the year-to-date income before income and mining taxes to determine the income tax expense for the period.

The Company evaluates the evidence available to determine whether a valuation allowance is required on the deferred tax assets. The Company determined that its deferred tax assets were not “more likely than not” to be realized. As a result, the Company recorded a valuation allowance of $3.8 million as of December 31, 2025.  At September 30, 2026, the Company maintains a full valuation allowance on its deferred tax assets.

​

As of September 30, 2026, the Company believes that it has no liability for uncertain tax positions. The Company includes taxes and interest in its income tax expense.

​

7. Prepaid Expenses and Other Current Assets

At September 30, 2026 and December 31, 2025, prepaid expenses and other current assets consisted of the following:

​

​

​

​

​

​

​

​

​

  ​ ​ ​

September 30, 

  ​ ​ ​

December 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

​

  ​ ​ ​

(in thousands)

Contractor advances

​

$

107

​

$

28

Prepaid insurance

​

​

495

​

​

730

Interest receivable

​

 

9

​

 

6

Other current assets

​

 

193

​

 

103

Total

​

$

804

​

$

867

​

​

​

​

8

Table of Contents

8. Property, Plant and Mine Development, net

At September 30, 2026 and December 31, 2025, property, plant and mine development consisted of the following:

​

​

​

​

​

​

​

​

​

  ​ ​ ​

September 30, 

  ​ ​ ​

December 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

​

  ​ ​ ​

(in thousands)

Asset retirement costs

​

$

6,605

​

$

7,665

Construction-in-progress

​

 

5,097

​

 

15,282

Furniture and office equipment

​

 

993

​

 

865

Leach pad and ponds

​

 

3,732

​

 

3,732

Land

​

 

71

​

 

71

Light vehicles and other mobile equipment

​

 

551

​

 

523

Machinery and equipment

​

 

47,470

​

 

37,819

Process facilities and infrastructure

​

 

12,596

​

 

10,667

Mineral interests and mineral rights

​

 

19,828

​

 

19,828

Mine development

​

 

24,364

​

 

24,364

Software and licenses

​

 

346

​

 

346

Subtotal (1)

​

 

121,653

​

 

121,162

Accumulated depreciation and amortization

​

 

(81,383)

​

 

(74,949)

Total

​

$

40,270

​

$

46,213

(1)Includes capital expenditures in accounts payable of $0.3 million and $0.5 million at September 30, 2026 and December 31, 2025, respectively.

For the three months ended September 30, 2026 and 2025, the Company recorded depreciation and amortization expense of $0.9 million and $0.5 million, respectively. For the nine months ended September 30, 2026 and 2025, the Company recorded depreciation and amortization expense of $1.8 million and $2.1 million, respectively.

​

9. Other Current Liabilities

At September 30, 2026 and December 31, 2025, other current liabilities consisted of the following:

​

​

​

​

​

​

​

​

​

  ​ ​ ​

September 30, 

  ​ ​ ​

December 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

​

  ​ ​ ​

(in thousands)

Accrued royalty payments

​

$

325

​

$

45

Accrued property taxes

​

 

265

​

 

352

Total

​

$

590

​

$

397

​

​

​

10. Asset Retirement Obligation

The following table presents the changes in the Company’s asset retirement obligation for the nine months ended September 30, 2026 and year ended December 31, 2025:

​

​

​

​

​

​

​

​

​

  ​ ​ ​

September 30, 

  ​ ​ ​

December 31, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

​

  ​ ​ ​

(in thousands)

Asset retirement obligation – balance at beginning of period

​

$

10,856

​

$

9,880

Changes in estimate

​

 

(737)

​

 

(29)

Accretion

​

 

904

​

 

1,005

Asset retirement obligation – balance at end of period

​

$

11,023

​

$

10,856

​

9

Table of Contents

As of September 30, 2026 and December 31, 2025, the Company had off-balance sheet arrangements for a surety bond for its Isabella Pearl Mine of $23.1 million. As of September 30, 2026 and December 31, 2025, the bond is offset by asset retirement obligations for future reclamation of $10.3 million and $10.5 million, respectively. The Company’s asset retirement obligations were discounted using a credit adjusted risk-free rate of 11%.

​

As of September 30, 2026 and December 31, 2025, the Company had off-balance sheet arrangements for a surety bond for its County Line property of $5 million. As of September 30, 2026 and December 31, 2025, the bond is offset by asset retirement obligations for future reclamation of $0.7 million and $0.4 million, respectively. The Company’s asset retirement obligations were discounted using a credit adjusted risk-free rate of 11%.

 ​

​

11. Leases

Operating Leases

Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases as incurred over the lease term. The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from the non-lease components (e.g., common-area maintenance costs).

On June 1, 2024, the Company entered into the 2024 Contract Mining agreement for a term of three-months.  On September 1, 2025, the 2024 Contract Mining agreement auto-renewed for a period of one-month. On October 1, 2025, the 2024 Contract Mining agreement was terminated, and Company personnel are now conducting mining operations at the Isabella Pearl mine.

Finance Leases

​

The Company has finance lease agreements for certain equipment. The leases bear annual imputed interest of 4.50% to 6.55% and require monthly principal, interest, and sales tax payments of $0.5 million. The weighted average discount rate for the Company’s finance leases is 6.5%. Scheduled minimum annual payments as of September 30, 2026 are as follows (in thousands):

​

​

​

​

​

Year Ending December 31:

  ​ ​ ​

​

  ​ ​ ​

2026

​

$

2,435

2027

​

 

7,520

2028

​

 

5,005

2029

​

 

—

Thereafter

​

 

—

Total minimum obligations

​

 

14,960

Less: interest portion

​

 

(840)

Present value of minimum payments

​

 

14,120

Less: current portion

​

 

(7,441)

Long-term portion of minimum payments

​

$

6,679

​

The weighted average remaining lease term for the Company’s finance leases as of September 30, 2026 is 2 years.

10

Table of Contents

Supplemental cash flow information related to the Company’s operating and finance leases is as follows for the nine months ended September 30, 2026 and 2025:

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Nine months ended

​

​

September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

​

  ​ ​ ​

(in thousands)

Cash paid for amounts included in the measurement of lease liabilities:

​

  ​

​

​

  ​

​

Financing cash flows from finance leases

​

$

4,874

​

$

542

​

​

​

​

​

​

12. Other Expense (Income), Net

For the three and nine months ended September 30, 2026 and 2025, other expense (income), net consisted of the following:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Three months ended

​

Nine months ended

​

​

​

September 30, 

​

September 30, 

​

​

  ​ ​ ​

2026

  ​ ​ ​

2025

​

2026

  ​ ​ ​

2025

​

​

  ​ ​ ​

(in thousands)

​

(in thousands)

​

Interest expense (income), net

​

$

189

​

$

(110)

​

$

620

​

$

(498)

​

Charitable contributions

​

​

—

​

​

4

​

​

6

​

​

20

​

Realized/unrealized (gain) loss from gold and silver rounds/bullion (1)

​

​

(115)

​

​

(433)

​

​

185

​

​

(917)

​

Realized gain from debt retirement

​

​

—

​

​

—

​

​

—

​

​

(652)

​

Other income

​

​

(1)

​

​

(2)

​

​

(6)

​

​

(8)

​

Total other expense (income), net

​

$

73

​

$

(541)

​

$

805

​

$

(2,055)

​

​

(1)Gains and losses due to changes in fair value are non-cash in nature until such time that they are realized through cash transactions. For additional information regarding the Company’s fair value measurements and investments, please see Note 14.

​

​

​

​

​

​

​

​

​

​

13. Net Income per Common Share Attributable to Fortitude Shareholders:

Basic earnings per common share is calculated based on the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated based on the assumption that stock options and other dilutive securities outstanding, which have an exercise price less than the average market price of the Company’s common shares during the period, would have been exercised on the later of the beginning of the period or the date granted and that the funds obtained from the exercise were used to purchase common shares at the average market price during the period.

The effect of the Company’s dilutive securities is calculated using the treasury stock method and only those instruments that result in a reduction in net income per common share are included in the calculation. As of September 30, 2026 and 2025, potentially dilutive securities representing 30,000 shares and 160,000 shares, respectively, of common stock were excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

​

11

Table of Contents

Basic and diluted net income per common share attributable to Fortitude Shareholders is calculated as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Three months ended

​

Nine months ended

​

​

September 30, 

​

September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

​

2026

  ​ ​ ​

2025

Net income attributable to Fortitude Shareholders (in thousands)

​

$

1,961

​

$

233

​

$

908

​

$

2,331

Basic weighted average shares of common stock outstanding

​

​

28,590,128

​

​

24,366,637

​

​

27,361,865

​

​

24,262,841

Diluted effect of share-based awards

​

​

162,590

​

​

176,710

​

​

418,377

​

​

247,171

Diluted weighted average common shares outstanding

​

​

28,752,718

​

​

24,543,347

​

​

27,780,242

​

​

24,510,012

Net income per share attributable to Fortitude Shareholders:

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

$

0.07

​

$

0.01

​

$

0.03

​

$

0.10

Diluted

​

$

0.07

​

$

0.01

​

$

0.03

​

$

0.10

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

14. Fair Value Measurement

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

As required by accounting guidance, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth certain of the Company’s assets measured at fair value by level within the fair value hierarchy as of September 30, 2026 and December 31, 2025:

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

September 30, 

​

December 31, 

​

​

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Input Hierarchy Level

​

  ​ ​ ​

(in thousands)

  ​ ​ ​

​

Cash and cash equivalents

​

$

8,505

​

$

4,656

​

Level 1

Gold and silver rounds/bullion

​

​

3,142

​

​

3,336

​

Level 1

​

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices and are primarily overnight, interest-bearing deposit accounts and U.S. Treasury securities. Gold and silver rounds/bullion consist of precious metals used for investment purposes which are valued using quoted market prices. Please see Note 4 for additional information.

​

12

Table of Contents

Gains and losses related to changes in the fair value of these financial instruments were included in the Company’s Condensed Consolidated Statements of Operations as shown in the following table:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended

​

Nine months ended

​

Statement of

​

​

September 30, 

​

September 30, 

​

Operations

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

​

Classification

​

​

(in thousands)

​

(in thousands)

​

​

Realized/unrealized (gain) loss from gold and silver rounds/bullion

​

$

(115)

​

$

(433)

​

$

185

​

$

(917)

​

Other income, net

​

​

15. Stock-Based Compensation

The Fortitude Gold Corporation 2020 Equity Incentive Plan (the “Incentive Plan”) allows for the issuance of up to 5 million shares of common stock in the form of incentive and non-qualified stock options, stock appreciation rights, restricted stock units (“RSUs”), stock grants, and stock units. The Company utilizes this Incentive Plan to attract, retain and incentivize staff.

​

During nine months ended September 30, 2026, the Company granted RSUs of 800,000 to employees. The RSU’s vest over a period of three years and were issued with a weighted average fair value of $4.74 per share. No RSU’s were granted during the three months ended September 30, 2026.

​

During the nine months ended September 30, 2026, the Company issued 150,000 shares of its common stock for consulting services.  These shares immediately vested at a fair value of $5.17 per share. The Company did not issue any common stock for consulting services during the three months ended September 30, 2026.

​

During the nine months ended September 30, 2026, 502,000 RSU’s, with an intrinsic value of $2.5 million, and a fair value of $2.3 million, vested and were issued on a net basis, resulting in the issuance of 390,600 shares of common stock, net of shares withheld to satisfy applicable tax withholding obligations. No RSUs vested during the three months ended September 30, 2026. During the nine months ended September 30, 2025, a total of 342,000 RSUs vested, and 202,000 shares were issued with an intrinsic value of $0.7 million, and a fair value of $1.0 million. The remaining 140,000 vested shares were deferred for issuance.  During the three months ended September 30, 2025, previously vested shares of 60,000 were issued with an intrinsic value of $0.2 million, and a fair value of $0.3 million.

​

 During the nine months ended September 30, 2026, 60,000 stock options at a weighted average exercise price of $4.62 were exercised on a net exercise basis, resulting in 4,113 shares being delivered. No stock options were exercised during the three months ended September 30, 2026 and 2025.

​

Stock-based compensation is included in general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. Stock-based compensation expense for stock options and RSUs is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

​

​

​

(in thousands)

​

(in thousands)

​

Restricted stock units

​

$

750

​

$

521

​

$

2,466

​

$

1,391

​

Stock options

​

​

-

​

​

-

​

​

-

​

​

5

​

Total

​

$

750

​

$

521

​

$

2,466

​

$

1,396

​

​

​

13

Table of Contents

16. Shareholders’ Equity

​

During the three and nine months ended September 30, 2026, the Company declared and paid dividends of $0.9 million or $0.03 per share and $2.5 million or $0.09 per share, respectively. During the three and nine months ended September 30, 2025, the Company declared and paid dividends of $0.7 million or $0.03 per share and $5.1 million or $0.21 per share, respectively.

​

In February 2026, the Company completed a private placement of common stock, pursuant to which it issued 2,520,206 shares for gross proceeds of $12.0 million, resulting in net proceeds of $11.7 million, after placement agent fees and offering expenses of $0.3 million.  In June 2026, the Company completed a private placement of common stock, pursuant to which it issued 1,150,000 shares for gross proceeds of $5.5 million, resulting in net proceeds of $5.5 million. The shares are restricted securities with no registration rights.

​

See Note 15 for information concerning shares and options granted pursuant to the Company's Equity Incentive Plan.

​

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a Colorado corporation and our subsidiaries are GRC Nevada Inc. (“GRCN”), Walker Lane Minerals Corp. (“WLMC”), County Line Holdings Inc. (“CLH”), County Line Minerals Corp. (“CLMC”), Golden Mile Minerals Corp. (“GMMC”), and East Camp Douglas, LLC (“ECD, LLC”).  WLMC, CLH, CLMC and GMMC are wholly-owned subsidiaries of GRCN and ECD, LLC is a 60% owned joint venture. We are a mining company which pursues gold and silver projects that are expected to have both low operating costs and high returns on capital. We are presently focused on mineral production from our Isabella Pearl Mine, including Scarlet South, and County Line Mine, all in Nevada. The mineralized material mined at the Isabella Pearl and County Line mines are processed on site at our Isabella Pearl processing facilities and sold to a refiner as doré, which contains precious metals of gold and silver. We also continue exploration and evaluation work on our portfolio of other precious metal properties in Nevada and continue to evaluate other properties for possible acquisition.

​

In February 2021, we began trading on the OTC Market “pink sheets” operated by the OTC Markets Group and subsequently up listed to the OTCQB on March 5, 2021 with a symbol change to “FTCO”.

​

The following discussion summarizes our results of operations for the three and nine months ended September 30, 2026 and 2025. It also analyzes our financial condition at September 30, 2026. This discussion should be read in conjunction with the management’s discussion and analysis and the audited consolidated financial statements and footnotes for the year ended December 31, 2025 contained in our annual report on Form 10-K for the year ended December 31, 2025.

The discussion also presents certain financial measures that are not prepared in accordance with U.S. Generally Accepted Accounting Principles (“Non-GAAP”) but which are important to management in its evaluation of our operating results and are used by management to compare our performance with what we perceive to be peer group mining companies and are relied on as part of management’s decision-making process. Management believes these measures may also be important to investors in evaluating our performance. For a detailed description of each of the non-GAAP financial measures, please see the discussion below under Non-GAAP Measures.

See Forward-Looking Statements at the end of this Item 2 for important information regarding statements contained herein.

14

Table of Contents

Third Quarter 2026 Financial Results and Highlights

●2,139 gold ounces produced
●Net income of $2.0 million, or $0.07 per share
●$10.3 million net sales
●$8.5 million cash balance at September 30, 2026
●$27.3 million working capital at September 30, 2026
●$5.2 million mine gross profit
●$3.9 million exploration expenditures
●$1,682 total cash cost after by-product credits per gold ounce sold for the Isabella Pearl Mine
●$2,882 per ounce total all-in sustaining cost for the Isabella Pearl Mine
●$1,930 total cash cost after by-product credits per gold ounce sold for the County Line Mine
●$1,985 per ounce total all-in sustaining cost for the County Line Mine
●$0.9 million dividends paid
●611 ounces of gold rounds/bullion held at September 30, 2026

​

Operating Data: The following tables summarize certain information about our operations at our Isabella Pearl and County Line Mines for the periods indicated:

​

Isabella Pearl

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

​

​

​

  ​ ​ ​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Mineralized material mined

 

  ​

 

  ​

 

  ​

 

  ​

Mineralized material (tonnes)

 

129,793

 

27,650

 

341,353

 

115,751

Gold grade (g/t)

 

0.42

 

0.26

 

0.58

 

0.40

Waste (tonnes)

 

499,815

 

430,794

 

1,526,850

 

1,453,517

Metal production (before payable metal deductions)(1)

 ​

  ​​

 ​

  ​​

 ​

  ​​

 ​

​

Gold (ozs.)

 

1,064

 

1,384

 

2,827

 

4,664

Silver (ozs.)

 

3,984

 

8,208

 

13,803

 

28,434

​

County Line

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Mineralized material mined

 

  ​

 

  ​

 

  ​

 

  ​

Mineralized material (tonnes)

 

141,229

 

—

 

327,656

 

—

Gold grade (g/t)

 

0.48

 

—

 

0.64

 

—

Waste (tonnes)

 

344,635

 

—

 

422,682

 

—

Metal production (before payable metal deductions)(1)

 ​

  ​​

 ​

  ​​

 ​

  ​​

 ​

  ​​

Gold (ozs.)

 

1,075

 

—

 

2,133

 

—

Silver (ozs.)

 

1,338

 

—

 

4,406

 

—

​

(1)The difference between what we report as “metal production” and “metal sold” is attributable to the difference between the quantities of metals contained in the doré we produce versus the portion of those metals for which we received payment according to the terms of our sales contracts. Differences can also arise from inventory changes incidental to shipping schedules, or variances in mineralized material grades and recoveries which impact the amounts of metals contained in doré produced and sold.

15

Table of Contents

During the three months ended September 30, 2026 and 2025, we produced a total of 2,139 and 1,384 ounces of gold, respectively. This increase was primarily due to higher mining and recoveries from the Isabella Pearl and County Line Mines.

​

During the nine months ended September 30, 2026 and 2025, we produced a total of 4,960 and 4,644 ounces of gold, respectively. This increase was primarily due to higher mining and recoveries from the Isabella Pearl and County Line Mines.  

 ​

Isabella Pearl

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

​

​

​

​

​

  ​ ​ ​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Metal sold

​

  ​

​

​

  ​

​

​

  ​

​

​

  ​

​

Gold (ozs.)

​

​

1,221

 

​

1,376

​

​

2,774

 

​

5,203

Silver (ozs.)

​

​

4,869

 

​

7,968

​

​

14,810

 

​

32,061

Average metal prices realized (1)

​

​

  ​​

 ​

​

  ​​

​

​

  ​​

 ​

​

  ​​

Gold ($per oz.)

​

​

4,285

 

​

3,444

​

​

4,453

 

​

3,137

Silver ($per oz.)

​

​

62.75

 

​

40.04

​

​

72.64

 

​

34.37

Precious metal gold equivalent ounces sold

​

​

​

​

​

​

​

​

​

​

​

​

Gold Ounces

​

​

1,221

​

​

1,376

​

​

2,774

​

​

5,203

Gold Equivalent Ounces from Silver

​

​

71

​

​

93

​

​

242

​

​

351

​

​

​

1,292

​

​

1,469

​

​

3,016

​

​

5,554

​

​

​

​

​

​

​

​

​

​

​

​

​

Total cash cost before by-product credits per gold ounce sold

​

$

1,933

​

$

1,476

​

$

1,765

​

$

1,328

Total cash cost after by-product credits per gold ounce sold

​

$

1,682

​

$

1,244

​

$

1,377

​

$

1,116

Total all-in sustaining cost per gold ounce sold

​

$

2,882

​

$

1,956

​

$

2,589

​

$

1,563

​

​

County Line

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Metal sold

​

  ​

​

​

  ​

​

​

  ​

​

​

  ​

​

Gold (ozs.)

​

​

1,216

 

​

—

​

​

2,139

 

​

—

Silver (ozs.)

​

​

1,943

 

​

—

​

​

4,426

 

​

—

Average metal prices realized (1)

​

​

  ​​

 ​

​

  ​​

​

​

  ​​

 ​

​

  ​​

Gold ($per oz.)

​

​

4,258

 

​

—

​

​

4,413

 

​

—

Silver ($per oz.)

​

​

62.21

 

​

—

​

​

69.89

 

​

—

Precious metal gold equivalent ounces sold

​

​

​

​

​

​

​

​

​

​

​

​

Gold Ounces

​

​

1,216

​

​

—

​

​

2,139

​

​

—

Gold Equivalent Ounces from Silver

​

​

28

​

​

—

​

​

70

​

​

—

​

​

​

1,244

​

​

—

​

​

2,209

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

Total cash cost before by-product credits per gold ounce sold

​

$

2,030

​

$

—

​

$

1,826

​

$

—

Total cash cost after by-product credits per gold ounce sold

​

$

1,930

​

$

—

​

$

1,682

​

$

—

Total all-in sustaining cost per gold ounce sold

​

$

1,985

​

$

—

​

$

2,101

​

$

—

16

Table of Contents

​

(1)Average metal prices realized vary from the market metal prices due to final settlement adjustments from our provisional invoices when they are settled. Our average metal prices realized will therefore differ from the market average metal prices in most cases.

​

Consolidated Results of Operations – Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

Sales, net. For the three months ended September 30, 2026, consolidated sales, net were $10.3 million as compared to $4.7 million for the same period in 2025. The increase is mainly attributable to higher sales volumes and higher average sales price.  Third quarter 2026 gold sales volumes increased 77% and average realized price for gold increased 24%, from the same period in 2025.

​

Higher sales volumes during the three months ended September 30, 2026, were the result of increased production which was primarily due to the production from our County Line Mine and to higher mining and recoveries from the Isabella Pearl Mine.

​

Mine cost of sales. For the three months ended September 30, 2026, mine cost of sales totaled $5.1 million compared to $2.1 million for the same period in 2025. The change is mainly attributable to higher production costs due to an increase in sales volumes, as discussed above.

​

Mine gross profit. For the three months ended September 30, 2026, we recorded $5.2 million mine gross profit compared to $2.5 million mine gross profit for the same period in 2025. The increase is primarily attributable to higher sales, as discussed above.

​

General and administrative. For the three months ended September 30, 2026, general and administrative expenses of $1.4 million did not materially change from the same period in 2025.

​

Exploration expenses. For the three months ending September 30, 2026, we recorded property exploration expenses of $3.9 million as compared to $1.6 million for the same period of 2025. The increase is primarily due to drilling and increased exploration activities at East Camp Douglas as part of the newly entered Joint Venture.

​

Facilities and mine construction. For the three months ended September 30, 2026, we recorded facilities and mine construction expenses of nil as compared to nil for the same period of 2025.

​

Reclamation and remediation expenses. For the three months ending September 30, 2026, we recorded reclamation and remediation expenses of $0.5 million as compared to $0.04 million for the same period of 2025. The increase is primarily due to increased accretion expense for Isabella Pearl and increased disturbances at County Line.

​

 Other expense (income), net. For the three months ending September 30, 2026, we recorded other expense of $0.1 million compared to other income of $0.5 million from the same period of 2025. The change is primarily attributable changes in unrealized/realized (gain)/loss from gold and silver rounds/bullion due to changes in gold and silver market prices, and to less interest income due to lower cash balances and higher interest expense for our finance leases for our mining equipment.

​

Net loss attributable to noncontrolling interest. For the three months ended September 30, 2026, we recorded net loss attributable to noncontrolling interest expenses of $2.6 million as compared to nil for the same period of 2025.  These expenses relate to exploration activities at East Camp Douglas as part of the newly entered Joint Venture.

​

Net income attributable to Fortitude Shareholders. For the three months ended September 30, 2026, we recorded net income of $2.0 million as compared to $0.2 million in the corresponding period for 2025. The change is due to the changes in our consolidated results of operations as discussed above.

​

17

Table of Contents

Consolidated Results of Operations – Nine months Ended September 30, 2026 Compared to Nine months Ended September 30, 2025

Sales, net. For the nine months ended September 30, 2026, consolidated sales, net of $21.7 million as compared to $16.1 million for the same period in 2025. The increase is due to higher average gold sales price which was partially offset by lower sales volumes.  For the nine months ended September 30, 2026, the average realized price for gold increased 41%, while gold sales volumes decreased 6%, from the same period in 2025.

​

Lower sales volumes during the nine months ended September 30, 2026, were the result of decreased production which was primarily due to lower leach pad recoveries as a result of timing of residual leach on the leach pad, and the ramp up of mining at County Line and Isabella Pearl during the first quarter of 2026 which resulted in lower production in the first quarter but more production in the second and third quarters.

​

Mine cost of sales. For the nine months ended September 30, 2026, mine cost of sales totaled $8.8 million compared to $7.5 million for the same period in 2025. The increase is mainly attributable to higher production costs as a result of higher mining costs.

​

Mine gross profit. For the nine months ended September 30, 2026, we recorded $12.9 million mine gross profit compared to $8.6 million mine gross profit for the same period in 2025. The increase is primarily attributable to increased average sales price as discussed above.

​

General and administrative. For the nine months ended September 30, 2026, general and administrative expenses were $4.8 million as compared to $3.8 million in the same period in 2025. The increase is primarily attributable to placement agent fees and offering expenses for the Private Placement and an increase in stock compensation.

​

Exploration expenses. For the nine months ended September 30, 2026, property exploration expenses of $10.3 million as compared to $4.3 million for the same period of 2025. The increase is primarily due to commencement of drilling programs at Isabella Pearl, County Line and East Camp Douglas.

​

Facilities and mine construction. For the nine months ended September 30, 2026, we recorded facilities and mine construction expenses of $0.1 million as compared to nil for the same period of 2025.  These expenses relate to our County Line Mine which began operation in 2026.

​

Reclamation and remediation expenses. For the nine months ending September 30, 2026, we recorded reclamation and remediation expenses of $1.3 million as compared to $0.1 million for the same period of 2025. The increase is primarily due to increased accretion expense for Isabella Pearl and increased disturbances at County Line

​

 Other expense (income), net. For the nine months ended September 30, 2026, we recorded other expense of $0.8 million compared to other income of $2.1 million from the same period of 2025. The change is primarily attributable to less interest income due to lower cash balances, higher interest expense for our finance leases for our mining equipment, and change in realized/unrealized loss or gain for our gold and silver rounds/bullion due to decreasing prices. Additionally, we recognized a gain on debt retirement in 2025.

​

Net loss attributable to noncontrolling interest. For the nine months ended September 30, 2026, we recorded net loss attributable to noncontrolling interest expenses of $5.3 million as compared to nil for the same period of 2025.  These expenses relate to exploration activities at East Camp Douglas as part of the newly entered Joint Venture.

​

Net income attributable to Fortitude Shareholders. For the nine months ended September 30, 2026, we recorded net income of $0.9 million as compared to $2.3 million in the corresponding period for 2025. The change is due to the changes in our consolidated results of operations as discussed above.

​

18

Table of Contents

Non-GAAP Measures

Throughout this report, we have provided information prepared or calculated according to U.S. GAAP and have referenced some non-GAAP performance measures which we believe will assist with understanding the performance of our business. These measures are based on precious metal gold equivalent ounces sold and include cash cost before by-product credits per ounce, total cash cost after by-product credits per ounce, and total all-in sustaining cost per ounce (“AISC”). Because the non-GAAP performance measures do not have any standardized meaning prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with U.S. GAAP. These non-GAAP measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP.

​

Revenue generated from the sale of silver is considered a by-product of our gold production for the purpose of our total cash cost after by-product credits for our Isabella Pearl and County Line Mines. We periodically review our revenues to ensure that our reporting of primary products and by-products is appropriate. Because we consider silver to be a by-product of our gold production, the value of silver continues to be applied as a reduction to total cash costs in our calculation of total cash cost after by-product credits per precious metal gold equivalent ounce sold. Likewise, we believe the identification of silver as by-product credits is appropriate because of its lower individual economic value compared to gold and since gold is the primary product we produce.

​

Total cash cost, after by-product credits, is a measure developed by the World Gold Institute to provide a uniform standard for comparison purposes. AISC is calculated based on the current guidance from the World Gold Council.

​

Total cash cost before by-product credits includes all direct and indirect production costs related to our production of metals (including mining, crushing and conveying and other plant facility costs, royalties, and site general and administrative costs) plus treatment and refining costs.

​

Total cash cost after by-product credits includes total cash cost before by-product credits less by-product credits, or revenues earned from silver.

​

AISC includes total cash cost after by-product credits plus other costs related to sustaining production, including sustaining allocated general and administrative expenses and sustaining capital expenditures. We determined sustaining capital expenditures as those capital expenditures that are necessary to maintain current production and execute the current mine plan.

​

Cash cost before by-product credits per ounce, total cash cost after by-product credits per ounce and AISC are calculated by dividing the relevant costs, as determined using the cost elements noted above, by gold ounces sold for the periods presented.

Reconciliations to U.S. GAAP

​

The following table provides a reconciliation of total cash cost after by-product credits to total mine cost of sales (a U.S. GAAP measure) as presented in the Condensed Consolidated Statements of Operations:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

​

2026

  ​ ​ ​

2025

​

​

(in thousands)

Cash cost after by-product credits

​

$

4,402

​

$

1,712

​

$

7,417

​

$

5,809

Less intercompany eliminations

​

​

(22)

​

​

-

​

​

(40)

​

​

-

Total cash cost after by-product credits

​

​

4,380

​

​

1,712

​

​

7,377

​

​

5,809

Treatment and refining charges

​

  ​

(95)

​

​

(85)

​

  ​

(126)

​

​

(251)

Depreciation and amortization

​

  ​

784

​

​

517

​

  ​

1,588

​

​

1,965

Total consolidated mine cost of sales

​

$

5,069

​

$

2,144

​

$

8,839

​

$

7,523

19

Table of Contents

​
The following tables present the non-GAAP measures of total cash cost and AISC for the Isabella Pearl and County Line Mine:

Isabella Pearl

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

​

2026

  ​ ​ ​

2025

​

​

(in thousands, except ounces sold and cost per precious metal gold equivalent ounce sold)

Total cash cost before by-product credits (1)

​

$

2,360

​

$

2,031

​

$

4,896

​

$

6,911

By-product credits (2)

​

  ​

(306)

​

​

(319)

​

  ​

(1,076)

​

​

(1,102)

Total cash cost after by-product credits

​

$

2,054

​

$

1,712

​

$

3,820

​

$

5,809

Sustaining capital expenditures

​

​

753

​

​

401

​

​

1,355

​

​

1,042

Sustaining exploration expenses

​

​

712

​

​

579

​

​

2,008

​

​

1,283

Total all-in sustaining cost

​

$

3,519

​

$

2,692

​

$

7,183

​

$

8,134

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold ounces sold

​

  ​

1,221

​

​

1,376

​

  ​

2,774

​

​

5,203

​

​

​

​

​

​

​

​

​

​

​

​

​

Total cash cost before by-product credits per gold ounce sold

​

$

1,933

​

$

1,476

​

$

1,765

​

$

1,328

By-product credits per gold ounce sold (2)

​

​

(251)

​

​

(232)

​

​

(388)

​

​

(212)

Total cash cost after by-product credits per gold ounce sold

​

​

1,682

​

​

1,244

​

​

1,377

​

​

1,116

Other sustaining expenditures per gold ounce sold (3)

​

​

1,200

​

​

712

​

​

1,212

​

​

447

Total all-in sustaining cost per gold ounce sold

​

$

2,882

​

$

1,956

​

$

2,589

​

$

1,563

​

County Line

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

​

2026

  ​ ​ ​

2025

​

​

(in thousands, except ounces sold and cost per precious metal gold equivalent ounce sold)

Total cash cost before by-product credits (1)

​

$

2,469

​

$

-

​

$

3,906

​

$

-

By-product credits (2)

​

  ​

(121)

​

​

-

​

  ​

(309)

​

​

-

Total cash cost after by-product credits

​

$

2,348

​

$

-

​

$

3,597

​

$

-

Sustaining capital expenditures

​

​

-

​

​

-

​

​

6

​

​

-

Sustaining exploration expenses

​

​

67

​

​

-

​

​

891

​

​

-

Total all-in sustaining cost

​

$

2,415

​

$

-

​

$

4,494

​

$

-

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold ounces sold

​

  ​

1,216

​

​

-

​

  ​

2,139

​

​

-

​

​

​

​

​

​

​

​

​

​

​

​

​

Total cash cost before by-product credits per gold ounce sold

​

$

2,030

​

$

-

​

$

1,826

​

$

-

By-product credits per gold ounce sold (2)

​

​

(100)

​

​

-

​

​

(144)

​

​

-

Total cash cost after by-product credits per gold ounce sold

​

​

1,930

​

​

-

​

​

1,682

​

​

-

Other sustaining expenditures per gold ounce sold (3)

​

​

55

​

​

-

​

​

419

​

​

-

Total all-in sustaining cost per gold ounce sold

​

$

1,985

​

$

-

​

$

2,101

​

$

-

(1)Production cost plus treatment and refining charges.
(2)Please see the tables below for a summary of our by-product revenue and by-product credit per precious metal equivalent ounces sold.
(3)Sustaining capital expenditures and sustaining exploration expenses divided by gold ounces sold.

​

20

Table of Contents

The following tables summarize our by-product revenue and by-product credit gold ounce sold for the Isabella Pearl and County Line Mines:

Isabella Pearl

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

By-product credits by dollar value:

​

  ​

​

​

​

​

​

  ​

​

​

​

​

Silver sales

​

$

306

​

$

319

​

$

1,076

​

$

1,102

Total sales from by-products

​

$

306

​

$

319

​

$

1,076

​

$

1,102

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

By-product credits per gold ounce sold:

​

  ​

​

​

​

​

​

  ​

​

​

​

​

Silver sales

​

$

251

​

$

232

​

$

388

​

$

212

Total by-product credits per gold ounce sold

​

$

251

​

$

232

​

$

388

​

$

212

​

County Line

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

By-product credits by dollar value:

​

  ​

​

​

​

​

​

  ​

​

​

​

​

Silver sales

​

$

121

​

$

-

​

$

309

​

$

-

Total sales from by-products

​

$

121

​

$

-

​

$

309

​

$

-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

By-product credits per gold ounce sold:

​

  ​

​

​

​

​

​

  ​

​

​

​

​

Silver sales

​

$

100

​

$

-

​

$

144

​

$

-

Total by-product credits per gold ounce sold

​

$

100

​

$

-

​

$

144

​

$

-

​

Liquidity and Capital Resources

As of September 30, 2026, we had a cash position of $8.5 million compared to $4.7 million at December 31, 2025. The change is primarily due to cash received for the Private Placements, as discussed below, which was partially offset by decreased cash from operations, exploration spending and dividends paid.

 

As of September 30, 2026, we had working capital of $27.3 million compared to $29.5 million at December 31, 2025. Our working capital balance fluctuates as we use cash to fund our operations, financing and investing activities, including exploration, mine development and income taxes. Based on our working capital balance as of December 31, 2025, and considering projected cash burn, the Company did not have sufficient liquidity and capital resources to fund its operating, exploration, capital expenditure, and corporate requirements for the next twelve months. Ongoing permitting delays at County Line and Scarlet extended the timeline for introducing fresh material to the processing facility, which increased cash burn during the period and contributed to the Company’s liquidity constraints. These impacts were further compounded by the capital deployed for the waste stripping program at the Pearl Deep project in 2025, undertaken to access deeper gold mineralization. Accordingly, in the first quarter of 2026, the Company completed a private placement of common stock, pursuant to which it issued 2,520,206 shares for gross proceeds of $12.0 million, resulting in net proceeds of $11.7 million after placement agent fees and offering expenses. Additionally, to help fund our heap leach expansion, the Company completed a second private placement of common stock during the second quarter of 2026, pursuant to which it issued 1,150,000 shares for total proceeds of $5.5 million as there were no placement or offering expenses. The net proceeds from the private placements are expected to support ongoing operations, capital expenditures, reengagement of its exploration activities and to address the Company’s short-term liquidity needs.

​

21

Table of Contents

Net cash used in operating activities for the nine months ended September 30, 2026 was $9.8 million, compared to $8.5 million for nine months ended September 30, 2025. The change is primarily due to increases in net loss and inventory, partially offset by increases in accounts payable.

​

Net cash used in investing activities for the nine months ended September 30, 2026, was $1.7 million compared to $1.3 million during the same period in 2025. The increase is primarily due to increased capital expenditures for our connection to grid power and the commissioning of the new crusher at Isabella Pearl.

​

Net cash provided by financing activities for the nine months ended September 30, 2026 was $15.4 million, compared to a net cash use of $5.6 million during the same period in 2025. The increase was primarily attributable to proceeds from the Private Placements and lower dividend payments following the dividend reduction implemented in May 2025, partially offset by payments on finance leases.

​

Development and Exploration Activities

​

Isabella Pearl Mine: During the third quarter, operations continued at the Isabella Pearl Mine open-pit and heap leach operations, which also included mining from the Scarlet South pit. Detailed mapping and sampling to further constrain the structural setting continued in the vicinity of the Isabella Pearl Mine. The Scarlet North drilling campaign was completed, with the results of this campaign being incorporated into geological and resource models.

​

County Line Mine: We continued to mine from the lower grade East pit while mining the historical access ramp in the main County Line pit as part of the longer-term pit layback to access the higher-grade mineralized material in the pit. The State Engineer granted approval for the County Line water well to become operational.

​

East Camp Douglas property: As announced in the first quarter of 2026, the Company entered into a JV Agreement with a third party to accelerate the exploration and development of its East Camp Douglas property located in Mineral County, Nevada. Pursuant to the JV Agreement, the parties formed an operating subsidiary, East Camp Douglas JV, in which the Company holds a 60% ownership interest and the third party holds the remaining 40% interest in exchange for their $40 million investment. National Environmental Policy Act (“NEPA”) review and an Environmental Assessment are currently being completed on this property. The project is expected to be granted a Plan of Operation for Exploration that would allow for 150 acres of disturbance once the NEPA process is completed. Drilling continued in the third quarter in both the north and south areas of the property included on previously approved Notice of Intents. Drill results released during the quarter highlighted the expansion potential of the White Rock West, Roosevelt, Triumph and Lithocap areas. In addition to drilling, ground geophysical studies including Controlled-source Audio Magnetotellurics and Induced Polarization were completed at the Lithocap and northern target areas. These geophysics studies are being incorporated into mapping and drilling results to develop a 3D structural interpretation.

​

Golden Mile property: Material characterization, cultural, and biological studies were conducted in the third quarter of 2026 to meet the requirements of NDEP. The Golden Mile Project continues to be included on the Bureau of Land Management’s FAST-41 Transparency Dashboard for a mine permit. The FAST-41 program increases transparency through the publication of project-estimated timetables with completion dates for federal authorizations and environmental reviews.

​

Accounting Developments

For a discussion of recently adopted and recently issued accounting pronouncements, please see Note 2 to the Condensed Consolidated Financial Statements.

​

Forward-Looking Statements

​

This report contains or incorporates by reference “forward-looking statements,” as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:

●statements about our future exploration, permitting, production, development, and plans for development of our properties

22

Table of Contents

●statements concerning the benefits that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as receipt of proceeds, decreased expenses and the avoidance of future costs and expenditures
●statements of our expectations, beliefs, future plans and strategies, our targets, exploration activities, anticipated developments and other matters that are not historical facts

​

These statements may be made expressly in this document or may be incorporated by reference from other documents that we will file with the SEC. You can find many of these statements by looking for words such as “believes,” “expects,” “targets,” “anticipates,” “estimates,” “proposes,” or similar expressions used in this report or incorporated by reference in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference, is a statement of our present intention and is based on present facts and assumptions, which may change at any time and without notice, based on changes in such facts or assumptions.

Risk Factors Impacting Forward-Looking Statements

The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in other reports we have filed with the SEC, including our Form 10-K for the year ended December 31, 2025, and the following:

●Permit timing due to the Bureau of Land Management (“BLM”) permit backlog caused by the Biden administration
●The BLM and Nevada Division of Environmental Protection staffing shortages
●Changes in the worldwide price for gold and/or silver
●Inflationary pressures and supply chain disruptions, with particular consideration on the outlook for increased costs specific to labor, materials, consumables and fuel and energy on operations
●Competition for industry experienced staff
●Government shutdowns and freezes on issuing resource permits
●Political and regulatory risks
●Untimely permit issuance
●Volatility in the equities markets
●Adverse results from our exploration or production efforts
●Producing at rates lower than those targeted
●Weather conditions, including unusually heavy rains
●Earthquakes or other unforeseen ground movements impacting mining or processing
●Failure to meet our revenue or profit goals or operating budget
●Technological innovations by competitors or in competing technologies
●Cybersecurity threats
●Investor perception of our industry or our prospects
●Lawsuits

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Table of Contents

●General economic trends

​

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Smaller Reporting Companies are not required to provide the information required by this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures 

As required by Rule 15d-15 under the 1934 Act, as of September 30, 2026, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer). Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the 1934 Act) during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

​

​

24

Table of Contents

Part II – OTHER INFORMATION

​

Item 1. Legal Proceedings

​

None.

​

Item 1A. Risk Factors

​

Smaller Reporting Companies are not required to provide the information for this item.

​

​

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

​

Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report.

Item 5. Other Information

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period ending September 30, 2026.

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Table of Contents

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Item 6. Exhibits

The following exhibits are filed or furnished herewith.

​

Exhibit Number

  ​ ​ ​

Description

​

​

3.1

​

Articles of Incorporation (1)

3.2

​

Bylaws of the Company (1)

4.1.1

​

Equity Incentive Plan (1)

4.1.2

​

Form of Stock Option Award Agreement (1)

4.1.3

​

Form of RSU Award Agreement (1)

4.2

​

Shareholder Rights Agreement (1)

10.3

​

Reserved

10.5

​

Employment Agreement with Jason D. Reid (2)

10.6

​

Employment Agreement with Gregory A. Patterson (2)

10.9

​

Employment Agreement with Allan Turner (4)

10.10

​

Employment Agreement with Janet Turner (4)

14

​

Code of Ethics (1)

21

​

Subsidiaries (3)

31.1*

​

Certification of Chief Executive Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e)

31.2*

​

Certification of Chief Financial Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e) 

32*

​

Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350

95*

​

Mine Safety Disclosures

101*

​

Financial statements from the Quarterly Report on Form 10-Q of Fortitude Gold Corporation for the three  months ended September 30, 2026, formatted in inline XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to the Condensed Consolidated Financial Statements.

104

​

Cover Page Interactive Data File (embedded within the XBRL document)

​

​

(1)   Incorporated by reference to the same exhibit filed with the Company's registration statement on Form S-1 (File No. 333-249533).

(2) Incorporated by reference to same exhibit filed with the Company's 8-K report dated March 1, 2021 (File No. 333-249533).

(3) Incorporated by reference to same exhibit filed with the Company's 10-K report dated March 3, 2026 (File No. 333-249533).

(4)

Incorporated by reference to same exhibit filed with the Company's 8-K report dated June 3, 2024 (File No. 333-249533).

​

*Filed with this Quarterly Report on Form 10-Q.

​

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 10, 2026.

​

​

​

​

​

FORTITUDE GOLD CORPORATION

​

​

​

​

By:

/s/ Jason D. Reid

​

Name:

Jason D. Reid

​

Title:

Chief Executive Officer and President

​

​

​

​

By:

/s/ Janet H.N. Turner

​

Name:

Janet H.N. Turner

​

Title:

Chief Financial Officer

​

​

​

​

​

​

​

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