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.

For financial reporting purposes, total loss before income taxes includes the following components:

Years Ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

(in thousands)

U.S. operations

$

(6,889)

$

(8,257)

Foreign operations

Mexico

21,366

(38,983)

Canada

(17,527)

-

Total loss before income taxes

$

(3,050)

$

(47,240)

The Company’s total income tax provision consists of the following:

Years ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

(in thousands)

Current taxes:

U.S. Federal income tax

$

(7)

$

-

U. S. State income tax

52

-

Foreign

Mexico income and mining taxes

1,964

67

Canada income tax

(8)

71

Total current taxes

$

2,001

$

138

Deferred taxes:

U.S. Federal income tax

$

(603)

$

(663)

Foreign

Mexico income and mining taxes

2,011

9,786

Total deferred tax provision

$

1,408

$

9,123

Total income tax provision

$

3,409

$

9,261

The Company made the following income and mining tax payments, net of refunds:

Years Ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

(in thousands)

United States

$

(7)

$

-

Mexico

(4,056)

978

Canada

(71)

126

Total income and mining taxes (refunded) paid

$

(4,134)

$

1,104

The provision for income taxes for the years ended December 31, 2025 and 2024 differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to pre-tax income from operations as a result of the following differences:

For the year ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

(in thousands)

%

(in thousands)

%

Tax at U.S. federal statutory tax rate

$

(640)

21.0

$

(9,946)

21.0

State and local income taxes, net of federal income tax effect

38

(1.2)

18

-

Foreign tax effects

Mexico

Rate differential between Mexico and United States

1,923

(63.0)

(2,290)

4.8

Change in valuation allowances

(6,294)

206.4

18,864

(39.9)

Deduction for inflation in Mexico

(1,275)

41.8

(1,217)

2.6

Foreign exchange adjustments

219

(7.2)

112

(0.2)

Non-taxable or non-deductible items

1,482

(48.6)

770

(1.6)

Mining taxes

3,387

(111.0)

(683)

1.4

Other

48

(1.7)

(351)

0.7

Canada

Rate differential between Canada and United States

1,052

(34.5)

819

(1.7)

Change in valuation allowances

2,587

(84.8)

2,084

(4.4)

Other

33

(1.1)

28

(0.1)

Tax credits

Foreign tax credit expirations

859

(28.2)

-

-

Changes in valuation allowance

(136)

4.4

939

(2.0)

Nontaxable or nondeductible items

Share-based payment awards

107

(3.5)

158

(0.3)

Other adjustments

19

(0.6)

(44)

0.1

Tax provision at effective tax rate

$

3,409

(111.8)

$

9,261

(19.6)

The following table sets forth deferred tax assets and liabilities:

As of December 31, 

2025

  ​ ​ ​

2024

(in thousands)

Deferred tax assets:

Tax loss carryforward

$

34,161

$

34,073

Property, plant, and mine development

8,085

8,221

Share-based compensation

171

90

Foreign tax credits

1,112

1,971

Inventory

429

230

Foreign Mining Tax

595

-

Accrued Expenses

2,461

1,442

Gold and silver stream agreements liability

15,663

11,248

Asset retirement obligations

3,857

4,082

Accounts payable

89

497

Unrealized loss on investments

-

675

Other

1,331

211

Total deferred tax assets

$

67,954

$

62,740

Valuation allowance

(58,500)

(56,510)

Deferred tax assets after valuation allowance

$

9,454

$

6,230

Deferred tax liabilities:

Property, plant, and mine development

(19,844)

(19,426)

Unbilled revenue

(2,833)

(834)

Other

(2,304)

(11)

Total deferred tax liabilities

$

(24,981)

$

(20,271)

Net deferred tax liability

$

(15,527)

$

(14,041)

In accordance with ASC 740, the Company presents deferred tax assets net of its deferred tax liabilities on its Consolidated Balance Sheets on a jurisdictional basis. The net deferred tax liability of $15.5 million as of December 31, 2025 shown in the table above is comprised of a $12.9 million deferred tax liability related to the U.S. entities and a $2.6 million deferred tax liability related to Don David Gold Mine S.A. de C.V. (“DDGM”) in Mexico. No net deferred tax balances exist in Canada due to the existence of a full valuation allowance.

The Company evaluates the evidence available to determine whether a valuation allowance is required on deferred tax assets. In accordance with applicable accounting rules, a valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized, after considering all available evidence, both positive and negative. As of December 31, 2025 and 2024, the Company determined that a valuation allowance of $58.5 million and $56.5 million, respectively, was necessary due to the uncertain utilization of specific deferred tax assets, with $20.4 million and $20.2 million in U.S., $16.1 million and $18.9 million in Mexico, and $22.0 million and $17.4 million in Canada, respectively. As of December 31, 2025 and 2024, respectively, $32.2 million and $28.0 million is related to Aquila in the U.S. and Canada.

With respect to the Mexico corporate income tax, in 2024, the Company recorded a valuation allowance on the Mexico corporate income tax net deferred tax assets for $18.9 million due primarily to recent losses at the Mexico mine. In 2025, the Company utilized $3.0 million of its Mexico net operating loss deferred tax asset to offset corporate taxable income from its Mexico operations. The full valuation allowance of all remaining Mexico corporate income tax net deferred tax assets remains in place primarily due to cumulative losses in recent years. If the Mexico mine continues to operate profitably and cumulative losses in recent years is no longer present, the Company will evaluate whether reversing the full valuation allowance is appropriate at such time.

As discussed in the Mexico Mining Taxation section below, Mexico imposes a mining tax that is treated as an income tax. The Mexico mining tax is determined separately from corporate income tax. As of December 31, 2025, the Company recorded a partial valuation allowance of $0.9 million on the related deferred tax asset based on the nature of that asset. The remaining Mexico mining tax deferred tax assets are more likely than not expected to be realized through existing deferred tax liabilities associated with the Mexico mining tax.

The following table shows the changes in the Company’s valuation allowance balances:

Years Ended December 31, 

  ​ ​ ​

2025

  ​ ​ ​

2024

(in thousands)

Valuation allowance - beginning balance

$

56,510

$

32,808

Additions charged to income tax expense

5,791

4,967

Increase due to initial valuation allowance placed on Mexico income tax

-

18,864

Increase related to Mexico foreign exchange rates

2,706

-

Decrease due to utilization of Mexico net operating loss carryforwards

(3,005)

-

Additional allowances taken or written off

(3,502)

(129)

Valuation allowance - ending balance

$

58,500

$

56,510

Of the total valuation allowance of $58.5 million and $56.5 million as of December 31, 2025 and 2024, respectively, $31.2 and $28.0 was primarily due to the uncertain utilization of net operating loss carryforwards, with $18.1 million and $17.2 million in U.S., $6.2 million and $7.9 million in Mexico, and $6.3 million and $6.1 million in Canada, respectively. As of December 31, 2025 and 2024, $15.6 million and $15.8 million, respectively, is related to Aquila in the U.S. and Canada.

At December 31, 2025, the Company has U.S. federal loss carryforwards of $87.6 million, of which $67.0 million have no expiration date, and $20.6 million that expire at various dates between 2027 and 2037; U.S. Foreign Tax Credits of $1.1 million that expire in 2026; state of Colorado tax loss carryforwards of $59.8 million, of which $29.1 million expire at various dates between 2026 and 2037 and $30.6 million that have no expiration; state of Michigan tax loss carryforwards of $20.6 million expiring at various dates between 2026 and 2035; Wisconsin tax loss carryforwards of $4.0 million expiring in 2042; Mexico tax loss carryforwards of $20.7 million expiring between 2033 and 2034; and Canadian tax loss carryforwards of $23.6 million that expire at various dates between 2026 and 2045.

Mexico Mining Taxation

Mining entities in Mexico are subject to two mining duties, in addition to the 30% Mexico corporate income tax: (i) a “special” mining duty of 8.5% of taxable income as defined under Mexican tax law (also referred to as “mining royalty tax”) on extraction activities performed by concession holders, and (ii) the “extraordinary” mining duty of 1.0% on gross revenue from the sale of gold, silver, and platinum. The mining royalty tax is generally applicable to earnings before income tax, depreciation, depletion, amortization, and interest. In calculating the mining royalty tax, there are no deductions related to depreciable costs from operational fixed assets, but prospecting and exploration expenses are amortized at 10% annually. Both duties are tax deductible for income tax purposes. As a result, the effective tax rate applicable to the Company’s Mexican operations is substantially higher than Mexico’s statutory rate.

On November 15, 2024, the Mexican government signed into law a rate increase of the “special” mining duty from 7.5% to 8.5% of the applicable taxable income, and for the “extraordinary” mining duty an increase from 0.5% to 1% on applicable gross revenue. The new tax rates became effective January 1, 2025.

The Company periodically transfers funds from its Mexican wholly owned subsidiary to the U.S. in the form of dividends. According to the existing U.S. – Mexico tax treaty, the dividend withholding tax between these countries is reduced to 5% or 0% if certain requirements are met. In 2024, the Company paid $0.1 million withholding tax on dividends received from Mexico. At the end of 2024, the Company determined that it met requirements for a 0% withholding tax on dividends received from Mexico, and as a result, no dividend withholding taxes were required in 2025.

Other Tax Disclosures

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA permanently extends multiple tax provisions of the 2017 Tax Cuts and Jobs Act, as well as repeals, modifies, and introduces various other tax provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others

implemented through 2027. The Company does not anticipate the bill will have a material impact on the consolidated financial statements.

The Company files U.S. and various state income tax returns, as well as foreign income tax returns in Canada and Mexico, with varying statutes of limitations. In general, the statute of limitations is three years in the United States and in Canada. However, the Company has net operating loss and tax credit carryforward balances beginning in the tax year ended December 31, 2007 for the United States and in the tax year ended December 31, 2006 for Canada. As a result, all tax years since 2007 remain open to examination in the United States and all tax years since 2006 remain open to examination in Canada. In Mexico, the statute of limitations is generally five years, which currently is 2019 and forward. The Company is under audit in Mexico for the tax year ended December 31, 2015. All other years are closed to inspection outside of the standard statute of limitations window in Mexico.

In October 2023, the Company received a notification from the Mexican Tax Administration Services (“SAT”) with a sanction of 331 million pesos (approximately $18.4 million as of December 31, 2025) as the result of a 2015 tax audit that began in 2021. The 2015 tax audit performed by SAT encompassed various tax aspects, including but not limited to intercompany transactions, mining royalty tax, and extraordinary mining tax. Management is in process of disputing this tax notification and sent a letter of protest to the tax authorities along with providing all requested documentation. If necessary, management intends to pursue legal avenues of protest, including filing a lawsuit with the Mexico court system, if necessary, to ensure that these adjustments are removed. Management believes the position taken on the 2015 income tax return meets the more-likely-than-not threshold and that as of December 31, 2025 and December 31, 2024, the Company has no liability for uncertain tax positions. If the Company were to determine there was an unrecognized tax benefit, the Company would recognize the liability and related interest and penalties within income tax (benefit) provision.

Historical Timeline

Fiscal YearFiled
2025Mar 18, 2026Showing above
2024Apr 8, 2025
2023Mar 28, 2024
2022Mar 13, 2023
2021Mar 10, 2022
2020Feb 24, 2021
2019Mar 2, 2020
2018Feb 26, 2019
2017Mar 8, 2018
2016Feb 28, 2017
2015Mar 9, 2016

About Income Taxes Disclosures

The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.

Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.