10-K: Patriot Gold Corp. Files Annual Report for FY 2025

Patriot Gold Corp. has filed its annual report on Form 10-K for the fiscal year ended December 31, 2025, detailing its financial performance, operational activities, and risk factors.

Summary

• Patriot Gold Corp. has filed its annual report on Form 10-K for the fiscal year ended December 31, 2025.
• The company is engaged in natural resource exploration, focusing on gold properties in Nevada.
• The company reported a net loss of $1,879,452 for the year ended December 31, 2025, compared to a net loss of $3,149,619 for the prior year.
• Revenues for the year ended December 31, 2025, were $0, a decrease from $361,523 in the prior year, primarily due to the temporary cessation of royalty payments from the Moss Mine.
• The company's cash position at December 31, 2025, was $57,294, and management estimates a need for additional funding for planned operations in the next twelve months.
• A material weakness in internal control over financial reporting was identified, related to the identification, accumulation, and cutoff of expenses, and the accounting for non-routine and complex transactions.
• The company is involved in litigation against Golden Vertex regarding suspended royalty payments from the Moss Mine.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to the significant drop in revenue to zero, the going concern warning, and the material weakness in internal controls, despite a reduction in net loss.

Positives

• The net loss decreased by approximately $1,270,000 to $1,879,452 for the year ended December 31, 2025, compared to the prior year.
• General and administrative expenses decreased by approximately $167,000.
• Consulting expenses decreased by approximately $131,000.
• Mineral and exploration expenses decreased by approximately $284,000.
• The company has a preliminary injunction requiring Golden Vertex to segregate and preserve royalty payments related to the Moss Mine.

Negatives

• Revenues for the year ended December 31, 2025, were $0, a significant decrease from $361,523 in the prior year, due to the suspension of royalty payments from the Moss Mine.
• The company has substantial doubt about its ability to continue as a going concern due to the cessation of royalty payments and insufficient liquidity.
• Cash on hand at December 31, 2025, was only $57,294, and the company anticipates needing approximately $1,000,000 for operations in the next twelve months.
• A material weakness in internal control over financial reporting was identified, specifically concerning expense identification and accounting for complex transactions.
• The company is engaged in ongoing litigation with Golden Vertex over suspended royalty payments from the Moss Mine.

Risks

• The company may require additional funds to achieve its business objectives, and an inability to obtain such funding will impact its business.
• Dependence on royalty payments from a single mining operation (Moss Mine), which has temporarily ceased making payments, raises substantial doubt about the company's ability to continue as a going concern.
• Potential conflicts of interest could arise due to directors and officers serving other companies in the mineral exploration sector.
• The speculative nature of exploration and development carries substantial risks, and there is no assurance that properties contain commercially exploitable reserves.
• Access to mineral claims may be restricted by inclement weather, potentially delaying exploration efforts.
• The inherent dangers in mineral exploration pose liability risks, including pollution and cave-ins, for which insurance may not be available or elected.
• The company is heavily dependent on its CEO and President, and the loss of their expertise could harm the ability to execute the business plan.
• Compliance with government regulations may increase the anticipated cost of exploration programs and could lead to delays or cessation of operations.
• Global public health threats could adversely affect financial and operating performance and cause disruptions in the industry.

Future Outlook

Management estimates that the Company will require additional funding for planned operations for the next twelve months due to the temporary cessation of royalty payments from the Moss Mine. The company anticipates needing approximately $1,000,000 for operating expenses, including working capital and administrative costs. A reverse stock split of the Company's common stock is currently underway.

Management Comments

• Management believes they may not have sufficient funds to support their business in 2026 based on the temporary cessation of Moss royalty revenues, the illiquidity of marketable securities, and insufficient current cash on hand.
• Management believes that the remediation measures described for the material weakness in internal controls will strengthen overall internal control over financial reporting and expects these actions to be effectively implemented during fiscal year 2026.
• Management believes that the Company will be able to obtain sufficient capital to continue operations in the next 12 months, despite conditions that raise substantial doubt about its ability to continue as a going concern.

Industry Context

StockSavvy.ai notes that Patriot Gold Corp.'s filing highlights the inherent risks and capital requirements in the natural resource exploration sector, particularly concerning the reliance on royalty income and the challenges of litigation in securing such payments. The company's focus on early-stage exploration in Nevada aligns with broader industry trends of seeking new deposits, but its financial precariousness underscores the high-risk, high-reward nature of junior mining ventures.

Comparison to Industry Standards

• The company's financial situation, with a significant net loss and a going concern warning, is not uncommon among junior exploration companies that are heavily reliant on external funding and project development success.
• The material weakness in internal controls identified by management is a concern, but the detailed remediation plan suggests a commitment to improving financial reporting processes, which is a standard expectation for publicly traded companies.
• The ongoing litigation regarding royalty payments from the Moss Mine is a critical factor impacting the company's liquidity and operational outlook, a situation that can arise in the mining industry when contractual obligations are not met by operators.

Corporate Governance

Legal Proceedings

• Patriot Gold Corp. has initiated litigation against Golden Vertex in Arizona concerning suspended royalty payments from the Moss Mine.
• Golden Vertex has requested a stay of creditor claims under Chapter 15 of the US Bankruptcy Code in the District of Arizona.
• A preliminary injunction requires Golden Vertex to provide monthly detailed calculations of royalties owed and to segregate royalty payments.
• The Court has entered summary judgment stating that Patriot Gold owns a real property interest in the minerals at the Moss Mine and the proceeds generated therefrom.

Related Party Transactions

• In 2025, the Company received loans totaling $900,000 CAD from a related party under a note agreement bearing 10% interest, convertible into common stock.
• Mr. Trevor Newton, CEO and Director, provided consulting services for $290,402 in 2025.
• Mr. Zachary Black, a Board Member, provided geological consulting services, with no fees paid in 2025.
• Mr. Robert Coale, a Board Member, provides geological consulting services, with no expenses incurred in 2025.
• Board members are paid $70,000 per calendar year.
• The Company owns 2,760,260 shares of common stock of Strata Power Corporation, where Trevor Newton is also President and a Board Member.

Stakeholder Impact

• Shareholders: The going concern warning and material weakness in internal controls pose significant risks to shareholder value. The potential for dilution from future capital raises or conversion of debt is also a concern.
• Creditors: The company's liquidity issues and going concern status may impact its ability to meet its obligations to creditors.
• Employees: The company has a small staff, and its financial situation could lead to uncertainty regarding future employment.
• Suppliers: The company's ability to pay suppliers may be affected by its liquidity constraints.

Next Steps

• Implement remedial measures to address the material weakness in internal control over financial reporting during fiscal year 2026.
• Continue evaluation work on the Vernal and Windy Peak projects.
• Seek additional funding to support planned operations for the next twelve months.
• Await final judgment from the US Bankruptcy Court regarding the litigation with Golden Vertex.

Key Dates

Recommendation

The company faces significant financial challenges, including a going concern warning and a material weakness in internal controls, coupled with ongoing litigation. However, the potential for future resource development and the ongoing legal efforts to secure royalty payments warrant a hold recommendation, pending clearer resolution of these critical issues and a more stable financial footing.

Keywords

Patriot Gold Corp, 10-K, Annual Report, Mining, Gold Exploration, Nevada, Moss Mine, Royalty Payments, Going Concern, Financial Statements, SEC Filing