10-Q

Table of Contents ​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

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For the quarterly period ended March 31, 2025

or

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☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

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For the transition period from **** to **** ****

Commission File Number: 333-249533

Fortitude Gold Corporation

(Exact name of registrant as specified in its charter)

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Colorado	85-2602691
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification Number)

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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

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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	☒

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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 April 28, 2025 the registrant had 24,173,209 outstanding shares of common stock.

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Table of Contents TABLE OF CONTENTS

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​		​		Page
​	​	​	​	​
Part I	​	Financial Information	​	​
Item 1.	​	Financial Statements	​	1
​	​	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	​	1
​	​	Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)	​	2
​	​	Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2025 and 2024 (Unaudited)	​	3
​	​	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)	​	4
​	​	Notes to Condensed Consolidated Financial Statements (Unaudited)	​	5
Item 2.	​	Management’s Discussion and Analysis of Financial Condition and Results of Operations	​	11
Item 3.	​	Quantitative and Qualitative Disclosures about Market Risk	​	18
Item 4.	​	Controls and Procedures	​	18
Part II	​	Other Information	​	​
Item 1.	​	Legal Proceedings	​	18
Item 1A.	​	Risk Factors	​	18
Item 2.	​	Unregistered Sales of Equity Securities and Use of Proceeds	​	18
Item 4.	​	Mine Safety Disclosures	​	19
Item 5.	​	Other Information	​	19
Item 6.	​	Exhibits	​	20
Signatures	​	​	​	21

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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)

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​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
​	****	2025		****	2024
​	​	(Unaudited)		​		​
ASSETS	​	​		​	​
Current assets:	​	​		​	​
Cash and cash equivalents	​	$	21,420	​	$	27,082
Gold and silver rounds/bullion	​	​	2,265	​	​	1,907
Accounts receivable	​		685	​		—
Inventories	​		8,984	​		11,641
Prepaid taxes	​	​	200	​	​	200
Prepaid expenses and other current assets	​		656	​		1,025
Total current assets	​		34,210	​		41,855
Property, plant and mine development, net	​		26,420	​		26,287
Leach pad inventories	​	​	59,418	​	​	53,577
Other non-current assets	​		386	​		386
Total assets	​	$	120,434	​	$	122,105
LIABILITIES AND SHAREHOLDERS' EQUITY	​			​
Current liabilities:	​			​
Accounts payable	​	$	2,410	​	$	2,637
Mining taxes payable	​		592	​		592
Other current liabilities	​		477	​		903
Total current liabilities	​		3,479	​		4,132
Asset retirement obligations	​		10,118	​		9,880
Total liabilities	​		13,597	​		14,012
Shareholders' equity:	​			​
Preferred stock - $0.01 par value, 20,000,000 shares authorized and nil outstanding at March 31, 2025 and December 31, 2024	​		—	​		—
Common stock - $0.01 par value, 200,000,000 shares authorized and 24,173,209 shares outstanding at March 31, 2025 and December 31, 2024	​		242	​		242
Additional paid-in capital	​		105,603	​		105,207
Retained earnings	​		992	​		2,644
Total shareholders' equity	​		106,837	​		108,093
Total liabilities and shareholders' equity	​	$	120,434	​	$	122,105

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

​ 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
​	​	March 31,
​	​	2025		****	2024
Sales, net	​	$	6,536	​	$	8,181
Mine cost of sales:	​			​
Production costs	​		2,263	​		2,577
Depreciation and amortization	​		887	​		1,391
Reclamation and remediation	​		51	​		48
Total mine cost of sales	​		3,201	​		4,016
Mine gross profit	​		3,335	​		4,165
Costs and expenses:	​			​
General and administrative expenses	​		1,276	​		1,221
Exploration expenses	​		1,382	​		3,638
Other income, net	​		(572)	​		(621)
Total costs and expenses	​		2,086	​		4,238
Income (loss) before income and mining taxes	​		1,249	​		(73)
Mining and income tax expense (benefit)	​		—	​		(71)
Net income (loss)	​	$	1,249	​	$	(2)
Net income (loss) per common share:	​			​
Basic	​	$	0.05	​	$	(0.00)
Diluted	​	$	0.05	​	$	(0.00)
Weighted average shares outstanding:	​			​
Basic	​	​	24,173,209	​	​	24,135,246
Diluted	​	​	24,518,364	​		24,135,246

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

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Three Months Ended March 31, 2025 and 2024
​	​	​	​	Par		​	​	​	​	​	​	​	​	​
​	​	Number of	​	Value of		​	​		​	​	​	​	Total
​	​	Common	​	Common		​	Additional Paid-		​	​	Retained	​	Shareholders'
​	****	Shares	****	Shares		****	in Capital		****	​	Earnings	****	Equity
Balance, December 31, 2023	​	24,084,542	​	$	241	​	$	104,020	​	$	16,284	​	$	120,545
Stock-based compensation	​	—	​		—	​		54	​		—	​		54
Dividends	​	—	​		—	​		—	​		(2,896)	​		(2,896)
Stock options exercised	​	76,667	​	​	1	​	​	76	​	​	—	​	​	77
Net (loss)	​	—	​		—	​		—	​		(2)	​		(2)
Balance, March 31, 2024	​	24,161,209	​	$	242	​	$	104,150	​	$	13,386	​	$	117,778
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance, December 31, 2024	​	24,173,209	​	$	242	​	$	105,207	​	$	2,644	​	$	108,093
Stock-based compensation	​	—	​		—	​		396	​		—	​		396
Dividends	​	—	​		—	​		—	​		(2,901)	​		(2,901)
Net income	​	—	​		—	​		—	​		1,249	​		1,249
Balance, March 31, 2025	​	24,173,209	​	$	242	​	$	105,603	​	$	992	​	$	106,837

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

​ 3

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

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​	​	​	​	​	​	​
​	​	Three months ended
​	​	March 31,
​	****	2025		****	2024
Cash flows from operating activities:		​			​
Net income (loss)	​	$	1,249	​	$	(2)
Adjustments to reconcile net income (loss) to net cash from operating activities:	​			​
Depreciation and amortization	​		942	​		1,419
Stock-based compensation	​	​	396	​	​	54
Deferred taxes	​	​	—	​	​	34
Reclamation and remediation accretion	​	​	51	​	​	48
Unrealized gain on gold and silver rounds/bullion	​	​	(358)	​	​	(103)
Changes in operating assets and liabilities:	​			​
Accounts receivable	​		(685)	​		33
Inventories	​		(3,393)	​		(2,910)
Prepaid expenses and other current assets	​		369	​		281
Other non-current assets	​		—	​		(42)
Accounts payable and other accrued liabilities	​		(942)	​		(1,610)
Income and mining taxes payable	​		—	​		(105)
Net cash used in operating activities	​		(2,371)	​		(2,903)
​	​	​	​	​	​	​
Cash flows from investing activities:	​			​
Capital expenditures	​		(390)	​		(1,083)
Net cash used in investing activities	​		(390)	​		(1,083)
​	​	​	​	​	​	​
Cash flows from financing activities:	​			​
Dividends paid	​	​	(2,901)	​	​	(2,896)
Proceeds from exercise of stock options	​	​	—	​	​	77
Repayment of loans payable	​		—	​		(3)
Net cash used in financing activities	​		(2,901)	​		(2,822)
​	​	​	​	​	​	​
Net decrease in cash and cash equivalents	​		(5,662)	​		(6,808)
Cash and cash equivalents at beginning of period	​		27,082	​		48,678
Cash and cash equivalents at end of period	​	$	21,420	​	$	41,870
​	​	​	​	​	​	​
Supplemental Cash Flow Information	​			​
Non-cash investing and financing activities:	​			​
Change in capital expenditures in accounts payable	​	$	289	​	$	(102)

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The accompanying notes are an integral part of these condensed consolidated financial statements. 4

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, 2024 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.

Operating Segments and Related Disclosures

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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.

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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 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, 2024 for a description of our Significant Accounting Policies.

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2. New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amended guidance enhances income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid information. This guidance requires disclosure of specific categories in the effective tax rate reconciliation and further information on reconciling items meeting a quantitative threshold. In addition, the amended guidance requires disaggregating income taxes paid (net of refunds received) by federal, state, and foreign taxes. It also requires disaggregating individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amended guidance will be effective for annual periods beginning January 1, 2025.  The guidance can be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to our consolidated financial statements. 5

Table of Contents 3. Revenue

The following table presents the Company’s net sales:

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​	​	​	​	​	​	​
​	****	Three months ended
​	​	March 31,
​	****	2025		****	2024
​	​	(in thousands)
Sales, net	​		​	​		​
Gold sales	​	$	6,684	​	$	8,226
Less: Refining charges	​		(148)	​		(45)
Total sales, net	​	$	6,536	​	$	8,181

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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.

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At March 31, 2025 and December 31, 2024, the Company’s holdings of rounds/bullion, using quoted market prices, consisted of the following:

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31,							****	December 31,
​	​	2025							****	2024
​	​	Ounces	​	​	Per Ounce	​	​	Amount	​	Ounces	​	​	Per Ounce	​	​	Amount
​	​	​	​	​	​	​	​	(in thousands)	​	​	​	​	​	​	​	(in thousands)
Gold	​	619	​	$	3,115	​	$	1,929	​	619	​	$	2,609	​	$	1,616
Silver	​	9,879	​	$	34	​	$	336	​	9,879	​	$	29	​	$	291
Total holdings	​	​	​	​	​	​	$	2,265	​	​	​	​	​	​	$	1,907

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5. Inventories

On March 31, 2025 and December 31, 2024, current inventories consisted of the following:

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​	​	​	​	​	​	​
​	****	March 31,		****	December 31,
​	****	2025		****	2024
​	****	(in thousands)
Stockpiles	​	$	1,966	​	$	2,678
Leach pad	​		6,742	​		7,814
Doré	​		25	​		843
Subtotal - product inventories	​		8,733	​		11,335
Materials and supplies	​		251	​		306
Total	​	$	8,984	​	$	11,641

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In addition to the inventories above, as of March 31, 2025 and December 31, 2024, the Company had $59.4 million and $53.6 million, respectively, of non-current leach pad inventory.

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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 and losses are 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.  The Company recorded mining and income tax expense of nil for the three months ended March 31, 2025. For the three months ended March 31, 2024, the Company recorded a mining and 6

Table of Contents income tax benefit of $0.1 million. 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, 2024.  At March 31, 2025, the Company maintains a full valuation allowance on its deferred tax assets.

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As of March 31, 2025, the Company believes that it has no liability for uncertain tax positions.

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7. Prepaid Expenses and Other Current Assets

At March 31, 2025 and December 31, 2024, prepaid expenses and other current assets consisted of the following:

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​	​	​	​	​	​	​
​	****	March 31,		****	December 31,
​	****	2025		****	2024
​	****	(in thousands)
Contractor advances	​	$	23	​	$	23
Prepaid insurance	​	​	285	​	​	607
Interest receivable	​		143	​		178
Other current assets	​		205	​		217
Total	​	$	656	​	$	1,025

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8. Property, Plant and Mine Development, net

At March 31, 2025 and December 31, 2024, property, plant and mine development consisted of the following:

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​	​	​	​	​	​	​
​	****	March 31,		****	December 31,
​	****	2025		****	2024
​	****	(in thousands)
Asset retirement costs	​	$	8,425	​	$	8,425
Construction-in-progress	​		14,958	​		14,915
Furniture and office equipment	​		798	​		787
Leach pad and ponds	​		3,732	​		3,732
Land	​		71	​		71
Light vehicles and other mobile equipment	​		523	​		523
Machinery and equipment	​		17,119	​		17,119
Process facilities and infrastructure	​		9,620	​		8,995
Mineral interests and mineral rights	​		19,703	​		19,703
Mine development	​		24,364	​		24,364
Software and licenses	​		346	​		346
Subtotal ^(1)^	​		99,659	​		98,980
Accumulated depreciation and amortization	​		(73,239)	​		(72,693)
Total	​	$	26,420	​	$	26,287
(1)	Includes capital expenditures in accounts payable of $0.9 million and $0.7 million at March 31, 2025 and December 31, 2024, respectively.
---	---

For the three months ended March 31, 2025 and 2024, the Company recorded depreciation and amortization expense of $0.9 million and $1.4 million, respectively.

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Table of Contents 9. Other Current Liabilities

At March 31, 2025 and December 31, 2024, other current liabilities consisted of the following:

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​	​	​	​	​	​	​
​	****	March 31,		****	December 31,
​	****	2025		****	2024
​	****	(in thousands)
Accrued royalty payments	​	$	216	​	$	295
Accrued property and excise taxes	​		261	​		608
Total	​	$	477	​	$	903

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10. Asset Retirement Obligation

The following table presents the changes in the Company’s asset retirement obligation for the three months ended March 31, 2025 and year ended December 31, 2024:

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​	​	​	​	​	​	​
​	****	March 31,		****	December 31,
​	****	2025		****	2024
​	****	(in thousands)
Asset retirement obligation – balance at beginning of period	​	$	9,880	​	$	6,500
Changes in estimate	​		—	​		2,937
Payments	​	​	—	​	​	(150)
Accretion	​		238	​		593
Asset retirement obligation – balance at end of period	​	$	10,118	​	$	9,880

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As of March 31, 2025, the Company had a $16.5 million off-balance sheet arrangement for a surety bond. This bond is offset by a $10.1 million asset retirement obligation for future reclamation at the Company’s Isabella Pearl Mine. As of December 31, 2024, the Company had a $16.5 million off-balance sheet arrangement for a surety bond. This bond was offset by a $9.9 million asset retirement obligation for future reclamation at the Company’s Isabella Pearl Mine. The Company’s asset retirement obligations were discounted using a credit adjusted risk-free rate of 11%.

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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).

The Company had an embedded lease in its Contract Mining Agreement with its previous mining contractor. In November 2022, the Company extended the Contract Mining Agreement for a twelve-month term resulting in the recognition of a $3.8 million right-of-use asset and corresponding $3.8 million operating lease liability. In December 2023, the Company extended the Contract Mining Agreement for a three-month term resulting in the recognition of a $0.6 million right-of-use asset and corresponding $0.6 million operating lease liability. In April 2024, the Company extended the Contract Mining Agreement for a three-month term resulting in the recognition of a $0.7 million right-of-use asset and corresponding $0.7 million operating lease liability. On May 31, 2024, the Contract Mining Agreement was terminated. The Company’s lease payments for its mining equipment embedded lease were determined by tonnage hauled. This embedded lease was within a Contract Mining Agreement entered into for the mining activities at the Company’s Isabella Pearl Mine. The payments, amortization of the right-of-use asset, and interest vary immaterially from forecasted amounts due to variable conditions at the mine. During the three months ended March 31, 2025 and 2024, the Company capitalized variable lease costs of nil and $0.7 million, respectively, to Inventory. 8

Table of Contents On June 1, 2024, the Company entered into the 2024 Contract Mining agreement for a term of three-months.  On March 1, 2025, the 2024 Contract Mining agreement auto-renewed for a period of one-month and is therefore not recognized as an operating lease.

Supplemental cash flow information related to the Company’s operating lease is as follows for the three months ended March 31, 2025 and 2024:

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​	​	​	​	​	​	​
​	****	Three months ended
​	​	March 31,
​	****	2025		****	2024
​	****	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:	​		​	​		​
Operating cash flows from operating leases	​	$	—	​	$	706

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12. Other (Income), Net

For the three months ended March 31, 2025 and 2024, other income, net consisted of the following:

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​	​	​	​	​	​	​	​
​	​	Three months ended					​
​	​	March 31,					​
​	​	2025		****	2024		​
​	​	(in thousands)					​
Interest income	​	$	(224)	​	$	(528)	​
Charitable contributions	​	​	12	​	​	13	​
Unrealized gain from gold and silver rounds/bullion ^(1)^	​	​	(358)	​	​	(103)	​
Other income	​	​	(2)	​	​	(3)	​
Total other income, net	​	$	(572)	​	$	(621)	​

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(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.

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​

13. Net Income (Loss) per Common Share

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 March 31, 2025, potentially dilutive securities representing 100,000 shares of common stock were excluded from the computation of diluted earnings per share because their effect would have been antidilutive. As of March 31, 2024, potentially dilutive securities representing 208,000 shares of common stock were excluded from the computation of diluted earnings due to the net loss.

​ 9

Table of Contents Basic and diluted net income (loss) per common share is calculated as follows:

​

​	​	​	​	​	​	​
​	​	Three months ended
​	​	March 31,
​	​	2025		****	2024
Net income (loss) (in thousands)	​	$	1,249	​	$	(2)
Basic weighted average shares of common stock outstanding	​	​	24,173,209	​	​	24,135,246
Diluted effect of share-based awards	​	​	345,155	​	​	—
Diluted weighted average common shares outstanding	​	​	24,518,364	​	​	24,135,246
Net income (loss) per share:	​	​	​	​	​	​
Basic	​	$	0.05	​	$	—
Diluted	​	$	0.05	​	$	—
​	​	​	​	​	​	​

​

​

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 March 31, 2025 and December 31, 2024:

​

​	​	​	​	​	​	​	​	​
​	****	March 31,		​	December 31,		​	​
​	****	2025		****	2024		****	Input Hierarchy Level
​	****	(in thousands)						​
Cash and cash equivalents	​	$	21,420	​	$	27,082	​	Level 1
Gold and silver rounds/bullion	​	​	2,265	​	​	1,907	​	Level 1
Accounts receivable	​		685	​		—	​	Level 2

​

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 4for additional information. Accounts receivable includes amounts due to the Company for deliveries of doré sold to customers, which approximates fair value.

​ 10

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					​	​
​	March 31,					​	​
​	2025		****	2024		​	Statement of Operations Classification
​	​	​	​	​	​	​	​
Unrealized gain from gold and silver rounds/bullion	$	(358)	​	$	(103)	​	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 the three months ended March 31, 2024, stock options to purchase an aggregate of 76,667 shares of the Company’s common stock were exercised at a weighted average exercise price of $1.00 per share. No stock options were exercised during the three months ended March 31, 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 March 31,					​
​		2025		****	2024		​
​	​	(in thousands)					​
Restricted stock units	​	$	391	​	$	21	​
Stock options	​	​	5	​	​	33	​
Total	​	$	396	​	$	54	​

​

​

​

16. Shareholders’ Equity

​

During the three months ended March 31, 2025 and March 31, 2024, the Company declared and paid dividends of $2.9 million or $0.12 per share.

​

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

​

​

17. Subsequent Event

On April 15, 2025, the Company decreased its monthly dividend to $0.01 per share, or $0.12 annually, starting in May 2025.

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”), and Golden Mile Minerals Corp. (“GMMC”).  WLMC, CLH, CLMC and GMMC are wholly-owned subsidiaries of GRCN. 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 in Nevada. The ore mined at Isabella Pearl is processed on site at our 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.

​ 11

Table of Contents 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 months ended March 31, 2025 and 2024. It also analyzes our financial condition at March 31, 2025. 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, 2024 contained in our annual report on Form 10-K for the year ended December 31, 2024.

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.

First Quarter 2025 Financial Results and Highlights

●	$6.5 million net sales
●	$1.2 million net income or $0.05 per share
---	---
●	$21.4 million cash balance at March 31, 2025
---	---
●	1,780 gold ounces produced
---	---
●	$30.7 million working capital at March 31, 2025
---	---
●	$3.3 million mine gross profit
---	---
●	$1.4 million exploration expenditures
---	---
●	$1,033 total cash cost after by-product credits per gold ounce sold
---	---
●	$1,404 per ounce total all-in sustaining cost
---	---
●	$2.9 million dividends paid
---	---
●	619 ounces of gold rounds/bullion at March 31, 2025
---	---

​

Operating Data: The following tables summarize certain information about our operations at our Isabella Pearl Mine for the periods indicated:

​

​	​	​	​	​
​	****	​	​	​
​	​	Three months ended March 31,
​	****	2025	****	2024
Ore mined
Ore (tonnes)		53,927		66,496
Gold grade (g/t)		0.52		0.69
Waste (tonnes)		548,069		451,509
Metal production (before payable metal deductions)^(1)^	^^​	^^​	^^​	^^​
Gold (ozs.)		1,780		3,983
Silver (ozs.)		11,407		21,115

​

(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 ore grades and recoveries which impact the amounts of metals contained in doré produced and sold.

​

During the three months ended March 31, 2025 and 2024, we produced 1,780 and 3,983 ounces of gold, respectively. The decreased production in 2025 is primarily due to lower leach pad recoveries due to overall lower-grade ore mined and delays in permitting our next targeted mine build at County Line. Mining and placement of ore on the heap leach pad was 12

Table of Contents primarily from the remaining lower grade mineralized oxide areas of the Isabella Pearl deposit and the utilization of the low-grade ore stockpile.

​

​	​	​	​	​	​	​
​	****	​	​	​	​	​
​	​	Three months ended March 31,
​	****	2025		****	2024
Metal sold	​		​	​		​
Gold (ozs.)	​	​	2,336		​	3,970
Silver (ozs.)	​	​	15,385		​	20,866
Average metal prices realized ^(1)^	​	​	^^​	^^​	​	^^​
Gold ($per oz.)	​	​	2,861		​	2,072
Silver ($per oz.)	​	​	32.11		​	23.28
Precious metal gold equivalent ounces sold	​	​	​	​	​	​
Gold Ounces	​	​	2,336	​	​	3,970
Gold Equivalent Ounces from Silver	​	​	173	​	​	234
​	​	​	2,509	​	​	4,204
​	​	​	​	​	​	​
Total cash cost before by-product credits per gold ounce sold	​	$	1,244	​	$	783
Total cash cost after by-product credits per gold ounce sold	​	$	1,033	​	$	661
Total all-in sustaining cost per gold ounce sold	​	$	1,404	​	$	777

​

(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.

​

Cash cost after by-product credit increased due mainly to lower sales volumes.

Consolidated Results of Operations – Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Sales, net . For the three months ended March 31, 2025, consolidated sales, net were $6.5 million as compared to $8.2 million for the same period in 2024. The decrease is attributable to lower sales volumes and higher refining costs due to a shipment of slag and carbon, partially offset by higher average sales price.  First quarter 2025 gold sales volumes decreased 41%, while the average realized price for gold increased 38%, from the same period in 2024.

​

Lower sales volumes during the three months ended March 31, 2025, were the result of decreased production which was primarily due to lower leach pad recoveries due to overall lower-grade ore mined, and delays in permitting our next targeted mine build at County Line. Mining and placement of ore on the heap leach was primarily from the remaining lower grade mineralized oxide areas of the Isabella Pearl deposit and the utilization of the low-grade ore stockpile.

​

*Mine cost of sales.*For the three months ended March 31, 2025, mine cost of sales totaled $3.2 million compared to $4.0 million for the same period in 2024. The change is mainly attributable to lower production costs and depreciation and amortization expenses due to a decrease in sales volumes, as discussed above.

​

Mine gross profit. For the three months ended March 31, 2025, we recorded $3.3 million mine gross profit compared to $4.2 million mine gross profit for the same period in 2024. The decrease is primarily attributable to lower sales, as discussed above, and increased cost per ounce due to lower-grade ore mined.

​

General and administrative. For the three months ended March 31, 2025, general and administrative expenses totaling $1.3 million did not materially change compared to $1.2 million in the same period in 2024.

​

Exploration expenses. For the three months ending March 31, 2025, property exploration expenses of $1.4 million as compared to $3.6 million for the same period of 2024. The decrease is primarily due to decreased exploration spending to preserve capital due to permit delays of our next targeted mine build at County Line. Exploration spending in the first quarter of 2025 primarily related to exploration, hydrogeological investigations, and permitting studies at East Camp Douglas, County Line and the Isabella Pearl trend properties. 13

Table of Contents ​

Other income, net. For the three months ending March 31, 2025, other income totaling $0.6 million did not materially change from the same period in 2024.

​

Mining and income tax expense (benefit). For the three months ended March 31, 2025, mining and income tax expense was nil as compared to $0.1 million income and mining tax (benefit) for the same period in 2024. The increase is the result of higher income before income and mining taxes, offset by a decrease in Nevada net proceeds of minerals tax due to lower sales volumes. See Note 6 to the Condensed Consolidated Financial Statements.

Net income (loss). For the three months ended March 31, 2025, we recorded net income of $1.2 million as compared to $2.0 thousand net loss in the corresponding period for 2024. The increase is due to the changes in our consolidated results of operations as discussed above.

​

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 Mine. 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. 14

Table of Contents 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 Consolidated Statements of Operations*:*

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	​	2025		****	2024
​	​	​	​	​	​	​
Total cash cost after by-product credits	​	$	2,411	​	$	2,622
Treatment and refining charges	​		(148)	​	​	(45)
Depreciation and amortization	​		887	​	​	1,391
Reclamation and remediation	​	​	51	​	​	48
Total consolidated mine cost of sales	​	$	3,201	​	$	4,016

​ The following table presents the non-GAAP measures of total cash cost and AISC:

​	​	​	​	​	​	​	​
​	​	​	Three months ended March 31,
​	****	​	2025		****	2024
​	​	​	​	​	​	​	​
Total cash cost before by-product credits ^(1)^	​	​	$	2,905	​	$	3,108
By-product credits ^(2)^	​	​		(494)	​	​	(486)
Total cash cost after by-product credits	​	​	$	2,411	​	$	2,622
Sustaining capital expenditures^^	​	​	​	490	​	​	2
Sustaining exploration expenses	​	​	​	376	​	​	458
Total all-in sustaining cost	​	​	$	3,277	​	$	3,082
​	​	​	​	​	​	​	​
Gold ounces sold	​	​		2,336	​	​	3,970
​	​	​	​	​	​	​	​
Total cash cost before by-product credits per gold ounce sold	​	​	$	1,244	​	$	783
By-product credits per gold ounce sold^(2)^	​	​	​	(211)	​	​	(122)
Total cash cost after by-product credits per gold ounce sold	​	​	​	1,033	​	​	661
Other sustaining expenditures per gold ounce sold^(3)^	​	​	​	371	​	​	116
Total all-in sustaining cost per gold ounce sold	​	​	$	1,404	​	$	777
(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.
---	---

​

The following tables summarize our by-product revenue and by-product credit gold ounce sold:

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	****	2025		****	2024
By-product credits by dollar value:	​		​	​	​	​
Silver sales	​	$	494	​	$	486
Total sales from by-products	​	$	494	​	$	486

​

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	****	2025		****	2024
By-product credits per gold pounce sold:	​		​	​	​	​
Silver sales	​	$	211	​	$	122
Total by-product credits per gold ounce sold	​	$	211	​	$	122

​

Liquidity and Capital Resources

As of March 31, 2025, we had a cash position of $21.4 million compared to $27.1 million at December 31, 2024. The change is primarily due to decreased cash from operations, exploration spending and dividends paid. 15

Table of Contents As of March 31, 2025, we had working capital of $30.7 million compared to $37.7 million at December 31, 2024. Our working capital balance fluctuates as we use cash to fund our operations, financing and investing activities, including exploration, mine development and income taxes. With our working capital balance as of March 31, 2025, we believe that our liquidity and capital resources are adequate to fund our operations, exploration, capital, and corporate activities for the next twelve months.

​

Net cash used in operating activities for the three months ended March 31, 2025 was $2.4 million, compared to $2.9 million for three months ended March 31, 2024. The change is primarily due to higher net income and changes in inventory, stock-based compensation, depreciation and amortization and accounts payable.

​

Net cash used in investing activities for the three months ended March 31, 2025, was $0.4 million compared to $1.1 million during the same period in 2024. The decrease is primarily due to less capital expenditures.

​

Net cash used in financing activities for the three months ended March 31, 2025 totaling $2.9 million did not materially change from the same period in 2024.

​

Development and Exploration Activities

​

Isabella Pearl Mine: During the first quarter, operations continued at the Isabella Pearl (“IP”) Mine open-pit and heap leach operations. Geological and resource modeling was initiated to assess the viability of further extraction of gold-bearing oxide material from the southern and eastern portions of the IP Mine.  A mapping and sampling campaign was started to the east of the Isabella Pearl Mine to further understand the structures that are exposed on surface.  A Minor Modification to the IP Mine Plan of Operations was submitted in the first quarter to the Bureau of Land Management and the Nevada Division of Environmental Protection Bureau of Mining Regulation and Reclamation. The priorities of the Minor Modification are to obtain approvals to increase the authorized project area boundary, complete a Phase 3 expansion of the heap leach pad, build a public access reroute north of the main Project components, and obtain permission to develop the South Scarlet mineralized area that is to the west of the IP Mine.

​

County Line property: Permitting activities continued with regulatory authorities relating to the development of the proposed County Line Mine.

​

East Camp Douglas property: The Exploration Plan of Operations / Nevada Reclamation Permit application was submitted in the first quarter to the Bureau of Land Management and Nevada Division of Environmental Protection Bureau of Regulation and Reclamation for the East Camp Douglas property.  This exploration permit is expected to open approximately 25 acres for exploration drilling under Phase 1 of a multiphase authorization (for a total of 150 acres), which includes the lithocap area, as well as the East and West White Rock Springs targets located on the northern portion of the property.  This Exploration Plan of Operations, when granted, would allow exploration efforts beyond the current Notice of Intent (“NOI”) drill permits that limit exploration to just five acres.

​

Golden Mile property: No progress on permitting was completed during the quarter due to the previous administrations permit backlog.

​

Intrepid property: Laboratory testing was completed on samples from the Intrepid property to assess cyanide leachability.

​

Accounting Developments

For a discussion of recently adopted and recently issued accounting pronouncements, please see Note 2 to the Condensed Consolidated Financial Statements. 16

Table of Contents ​

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
●	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 prevented expenses 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, 2024, 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
---	---
●	Government 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
---	---
●	Global pandemics such as COVID-19 and governmental responses designed to control the pandemic
---	---
●	Weather conditions, including unusually heavy rains
---	---
●	Earthquakes or other unforeseen ground movements impacting mining or processing
---	---

17

Table of Contents

●	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
---	---
●	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 March 31, 2025, 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 March 31, 2025.

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 March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

​

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. 18

Table of Contents ​

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 March 31, 2025.

​ 19

Table of Contents ​

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 March 31, 2025, 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/A report dated December 15, 2022 (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.

​

​ 20

Table of Contents 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 April 29, 2025.

​

​	​	​
​	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
​	​	​
​	​	​

​

​ 21

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Jason D. Reid, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Fortitude Gold Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---

Date: April 29, 2025

​

​	​	​
​	​
​	By:	/s/ Jason D. Reid
​	Name:	Jason D. Reid
​	Title:	Chief Executive Officer and President

​

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Janet H.N. Turner, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Fortitude Gold Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---

Date: April 29, 2025

​

J.	​	​
​	​
​	By:	/s/ Janet H.N. Turner
​	Name:	Janet H.N. Turner
​	Title:	Chief Financial Officer

​

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Fortitude Gold Corporation (the “Company”) on Form 10-Q for the three month period ended March 31, 2025 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, we, Jason D. Reid, Chief Executive Officer and President, and Janet H.N. Turner, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

Date: April 29, 2025

​

​	​	​
​	​
​	​	​
​	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

​

Exhibit 95 The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The disclosures reflect our U.S. mining operations only as the requirements of the Act and Item 104 of Regulation S-K do not apply to our mines operated outside the United States.

Mine Safety Information. Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the U.S. mining operator (e.g. our subsidiary, Walker Lane Minerals Corp.) must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the mine as well as by the MSHA inspector(s) assigned. In addition to civil penalties, the Mine Act also provides for criminal penalties for an operator who willfully violates a health or safety standard or knowingly violates or fails or refuses to comply with an order issued under Section 107(a) or any final decision issued under the Act.

The below table reflects citations and orders issued to us by MSHA during the three months ended September 30, 2024. The proposed assessments for the three months ended March 31, 2025 were taken from the MSHA data retrieval system as of April 23, 2025.

Additional information about the Act and MSHA references used in the table follows:

●	Section 104(a) S&S Citations: Citations received from MSHA under section 104(a) of the Mine Act for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard.
●	Section 104(b) Orders: Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.
---	---
●	Section 104(d) S&S Citations and Orders: Citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory, significant and substantial health or safety standards.
---	---
●	Section 110(b)(2) Violations: Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.
---	---
●	Section 107(a) Orders: Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed.
---	---

​

​	​	​
​	​	​
​	Mine or Operation^(1)^
​	Isabella Pearl Mine
​	MSHA ID #2602812
Total # of "Significant and Substantial" Violations Under §104(a)	​	-
Total # of Orders Issued Under §104(b)	​	-
Total # of Citations and Orders Issued Under §104(d)	​	-
Total # of Flagrant Violations Under §110(b)(2)	​	-
Total # of Imminent Danger Orders Under §107(a)	​	-
Total Amount of Proposed Assessments from MSHA under the Mine Act	$	-
Total # of Mining-Related Fatalities	​	-
Received Notice of Pattern of Violations under Section 104(e)	​	No
Received Notice of Potential to have Patterns under Section 104(e)	​	No
Pending Legal Actions	​	-
Legal Actions Instituted	​	-
Legal Actions Resolved	​	-
(1)	MSHA assigns an identification number to each mine or operation and may or may not assign separate identification numbers to related facilities. The definition of “mine” under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools, and minerals preparation facilities.
---	---