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美国

证券交易委员会

华盛顿特区 20549

6-K 表格

外国私人发行人报告

根据规则 13a-16 或 15d-16 提交

根据 1934 年证券交易法

2026 年 10 月

委员会文件编号：001-42717

蓝金有限公司

（注册人名称）

莫兰治理服务（开曼）有限公司，

94 太阳能大道，卡马纳湾

大开曼，KY1-1108，开曼群岛。

（主要执行办公室地址）

凯文·克拉克

94 太阳能大道，卡马纳湾

大开曼，KY1-1108，开曼群岛

电话号码：+44 7487 799481

电子邮件：info@bluegoldmine.com

（主要执行办公室地址）

请勾选是否注册人提交或将在 20-F 表格或 40-F 表格下提交年度报告：

20-F ☒ 40-F ☐

本 6-K 表格报告中包含的信息

管理层讨论与分析
财务状况和经营成果

本管理层讨论与分析应与我们截至 2026 年 6 月 30 日未经审计的合并财务报表以及我们截至 2025 年 12 月 31 日的审计合并财务报表及其他在本报告中包含的信息一起阅读。本讨论包含可能涉及风险和不确定性的前瞻性声明。我们的实际结果可能与这些前瞻性声明有重大差异。可能导致或促成这些差异的因素包括但不限于以下因素，以及本报告中其他部分所述的“风险因素”和“关于前瞻性声明的警示说明”部分中讨论的因素。此外，我们的历史结果不一定能说明未来任何时期的预期结果。金额以美元表示。

除非上下文另有要求，否则本管理层讨论与分析中对“我们”、“我们”和“我们的”指代的是业务合并前的蓝金控股有限公司，或业务合并后蓝金有限公司。

业务概览

蓝金有限公司（“公司”或“BGL”），一家开曼群岛特许公司，是一家黄金勘探、开发和采矿公司，通过将黄金代币化，使黄金的按份所有权成为可能。这是通过两个部门实现的：一个采矿部门专注于长期黄金资产的收购、开发和运营；一个数字部门负责黄金交易和其黄金支持代币 Standard Gold Coin（“SGC”）的发行。数字部门还负责创建各种工具，使持有者可以使用他们的 SGC（“电子交易应用”或“ETA”），提供“从矿山到钱包”的产品和服务。

该公司拥有一家全资子公司Blue Gold (Cayman) Limited（“BGCL”）。BGCL拥有两家全资子公司：Blue Gold Holdings Limited（“BGHL”），这是一家于2023年11月9日成立的英格兰和威尔士私人有限责任公司，旨在开发、融资、授权和运营加纳及其他地区的金矿；以及Blue Goldmine FZCO（“BGFZCO”），这是一家于2025年11月26日注册于阿拉伯联合酋长国的公司，旨在开展黄金贸易活动。BGHL拥有两家全资子公司：Blue Gold Digital Limited（“BGD”），这是一家于2025年12月12日注册于爱尔兰的公司，旨在开发金融科技产品；以及Blue Gold Bogoso Prestea Ltd（“BGBPL”），这是一家于2024年1月26日注册于加纳的公司，旨在收购Bogoso Prestea矿。BGD拥有两家全资子公司：BlueGold One LLC（“BGO”）和Standard Gold Statutory Trust Company（“SGST”），这两家公司分别于2025年11月12日和2025年12月9日在美国怀俄明州成立，旨在开展公司的数字业务开发和推出。

近期发展

近期影响我们业务的事件如下：

业务合并

2025年6月25日（“交割日”），BGL根据于2024年6月12日签署的《第二次修订和重述的业务合并协议》，并进一步于2024年11月7日、2025年1月8日、2025年3月28日、2025年4月30日、2025年5月8日和2025年6月10日修订的协议，完成了此前宣布的业务合并，该协议由公司、Perception和BGHL（“BCA”）签署。

在会计处理上，业务合并被视为等同于资本交易，BGHL以股票换取了PC4的净资产。PC4的净资产按历史成本计价，未记录商誉或其他无形资产。业务合并前的运营是BGHL的运营。

业务合并后，BGL的A类普通股和认股权证在纳斯达克股票市场有限责任公司（“纳斯达克”）上市，股票代码分别为“BGL”和“BGLWW”。

终止采矿租赁

2025年4月2日，BGHL向加纳共和国发出仲裁通知，根据1989年3月22日在阿克拉签署并于1991年10月25日生效的《英国联合王国及北爱尔兰政府与加纳共和国政府促进和保护投资协定》（“英加BIT”）第10条，启动对加纳共和国的国际仲裁程序。2025年6月6日，加纳共和国提交了对仲裁通知的答复，其中它质疑管辖权，质疑BGL主张的有效性和实质内容，同意由三人仲裁庭审理该争议，并由海牙常设仲裁法院（Permanent Court of Arbitration）管理仲裁（“海牙常设仲裁法院”）。2025年12月8日，三人仲裁庭成立。2026年2月19日，仲裁庭和仲裁各方参加了首次程序会议，会议重点是建立仲裁的程序框架。

在争议解决之前，BGHL已根据其加纳法律顾问Kimathi & Partners（“Kimathi & Partners”）的建议，依据《采矿法》第27(5)条，其在Bogoso Prestea矿的矿权、期限和范围在委员会通知时将继续有效，直至争议解决后三十天。

2025年1月27日，公司向高等法院（商业庭）（“高等法院”）提交了藐视法庭的申请，指控临时管理委员会（“IMC”）持续控制、占有和管理Bogoso Prestea矿，并与Heath Goldfields Limited合作将Bogoso Prestea矿移交给Heath Goldfields Limited，这违反了他们收到的司法审查申请和禁令申请，因此构成藐视法庭。

2025年2月10日，EOCO在缺乏足够证据的情况下，驳回了其对Heath Goldfields与矿业委员会之间交易的初步调查，这些交易曾被指控伪造官方文件。

2025年3月20日，高等法院驳回了Heath Goldfields Limited要求驳回公司司法审查申请的请求，认为该申请毫无根据。高等法院还驳回了公司要求推翻土地与自然资源部长决定的司法审查申请，并指出公司和FGR未能正确援引法院的管辖权。

2025年7月5日，土地与自然资源部向Heath Goldfields发出停工通知，要求其在120天内纠正所有违规行为并开展基本服务。

2025年11月18日，加纳最高法院驳回了FGRBPL和BGBPL提出的令状令申请。该裁决并未涉及公司主张的实质问题，而是针对一个程序性问题，即高等法院是否在考虑第一个司法审查申请之前正确地拒绝了自身管辖权。

2025年12月30日，Heath Goldfields发布公开声明称，矿业委员会和环境保护局已向其颁发了Bogoso Prestea矿的运营许可。

2026年1月12日，高等法院支持总检察长提出的初步法律异议，驳回了正在等待人权申请裁决的禁令申请。高等法院认为，禁令令并不必要，因此驳回了该禁令申请。

2026年2月23日，公司宣布撤回在加纳法院提起的所有诉讼，以集中其法律资源和努力应对正在进行的国际仲裁程序。截至2026年6月30日及本报告日期，针对加纳共和国的国际仲裁仍处于待决状态。

如果仲裁结果或任何其他行动的结果对本公司有利，成功的矿山开发、基础设施建设和矿产生产将取决于获得所有必要的同意、批准、许可证和资金，以成功设计、建设和运营高效的采矿、加工和运输设施。无法保证我们能够及时或根本无法解决租赁纠纷或获得所有必要的同意、批准、许可证和资金。如果仲裁结果不利，将对BGL业务的价值产生不利影响。在获得有利的仲裁结果或其他批准、同意、许可或资金方面出现延迟或困难，可能会干扰BGL未来的采矿作业或计划，这将对未来我们的业务和财务状况产生重大影响。

由于与加纳政府的租赁纠纷结果存在不确定性，以及可能无法将采矿租赁权重新交还给BGBPL，因此存在重大不确定性，即BGL可能无法执行其重启博戈索-普雷蒂亚矿的业务计划。如果公司未能在与加纳共和国的仲裁程序中取得成功，租赁权可能会被放弃，这将使BGL资产负债表中反映的矿权价值降至零。

股东行动

2025年7月28日，RCF VII Sponsors LLC（感知资本公司IV的前发起人）和S&R Capital Ltd.（统称“原告”）在开曼群岛大法院（“法院”）对本公司提起了初始传票（“待决诉讼”）。原告寻求裁定以交换感知股份获得的A类普通股为不受限制的股份，该术语在公司的公司章程（“待决诉讼”）中有定义。公司认为该主张没有根据，并打算坚决反对。该主张对公司造成合理可能性的损失，但公司目前无法合理估计损失金额或可能损失的范围。

2025年8月29日，公司提交了6-K表格，以提供其关于原定于2025年9月8日举行的股东特别股东大会（“EGM”）的通知和代理声明。随后，原告向法院提交了临时禁令申请（“禁令程序”），以阻止公司举行该EGM。该禁令程序由原告单方面提交至法院。

2025年9月5日，法院作出了有利于原告的临时禁令。2025年9月10日，公司提交了6-K表格，披露公司董事已决定无限期推迟特别股东大会。在2025年9月22日和23日的听证会后，法院下令将起诉传票程序转为令状诉讼，并指示交换完整的诉状和进一步证据，导致了2025年11月20日和21日举行的初步问题审判。此外，在此次听证会上，法院还听取了各方关于是否继续、解除或修改禁令的论点。2026年5月14日，公司宣布法院已就三个初步问题作出判决。法院（i）认定，根据公司修订和重述的公司章程（“章程”）的正确解释，原告的A类普通股是不受限股份（如章程中定义），（ii）明确了根据章程第30条需要获得同意的股东类别组成，以实现章程的拟议修订（“受影响类别”），使得原告及其关联方构成该类别的多数，（iii）裁定公司不能有效就特别股东大会上有关不受限股份和受限股份定义的决议进行投票，直到从受影响类别的多数获得有效同意。法院下令现有临时禁令必须持续到审判或进一步命令为止。根据2026年7月20日的命令，法院还下令公司采取一切可行措施，消除任何影响原告A类普通股的限制和限制性标记，并支付原告初步问题审判的费用，包括支付10万美元的预付款，该款项已支付。2026年7月31日，公司向开曼群岛上诉法院提交了上诉通知，同时申请在上诉裁决前中止2026年7月20日的命令。原告的其余主张和公司关于修正其股份登记册的反诉仍悬而未决。

高级可转换债券

2026年1月23日，公司与3i签订了《综合修订协议》（Omnibus Amendment）以及《证券购买协议和高级可转换债券》（the “Omnibus Amendment”），以修订8月债券SPA、现有债券和现有认股权证。

根据《综合修订协议》，自2026年1月23日起，在存在现有违约事件的情况下，3i同意其本身及其任何关联方在任何交易日出售或以其他方式处置的股份数量不得超过以下两者中的较大者：（i）公司A类普通股在其主要市场报告的每日总交易量的10%；（ii）在2026年2月15日前为每日10,000美元，此后为每日40,000美元。

《综合修正案》修改了现有票据的转换价格机制，使得转换价格在2026年2月15日前固定为3.00美元，并且目前等于（i）在转换通知前的三个（3）交易日中最低的VWAP的93%（受0.50美元最低价格限制）和（ii）10.00美元中的较低者，每次均根据常规的股权事件进行调整。《综合修正案》还修改了违约事件，以明确如果在到期后十（10）个交易日内未得到纠正，则未能支付本金、补偿金额、利息、滞纳金或其他金额（不包括分期付款金额）构成违约事件，仅适用于未支付的利息和滞纳金。此外，《综合修正案》为3i提供了在收到公司选择性赎回通知后五个（5）个交易日内选择转换全部或部分转换金额的期限，任何转换金额都将减少适用的赎回金额。另外，《综合修正案》修改了分期付款条款，要求仅在2026年1月1日或之前（除非已转换）的分期付款日支付分期金额（“分期金额”）。2026年1月1日之后，公司不再有义务支付或欠付任何分期金额，除了到期日。

最后，《综合修正案》将现有认股权证的行权价修改为0.01美元。

在《综合修正案》同时，2026年1月23日，公司向3i发行了（i）面值为1,630,435美元的高级可转换票据（“1月票据”）以及（ii）购买64,590股A类普通股的认股权证（“1月认股权证”）。\n

1月票据于2027年1月23日到期，并根据现有票据的相同转换机制转换为A类普通股。1月票据包含与现有票据相同的条款和条件，包括某些负面承诺，以及标准和常规的违约事件。\n

1月认股权证可在2026年1月23日开始至2031年1月23日结束的期间内，以每股0.01美元的价格（“1月认股权证行权价”）购买最多64,590股A类普通股。1月认股权证行权价将根据股票股息、股票分割和额外A类普通股发行进行常规调整。

根据1月票据和1月认股权证的条款，公司不得进行任何部分的1月票据转换或1月认股权证的行权，前提是，在考虑该转换或行权后，3i将实际拥有超过4.99%（或3i选择的9.99%）的公司发行在外的A类普通股。2026年5月5日，公司向3i发出一份稀释性发行通知，通知3i称，鉴于公司与下文所述的新设施协议的签订，根据票据的反稀释条款，高级可转换票据的转换价格将降低至（A）在提交转换通知的日期前三个交易日A类普通股最低VWAP的93%，但无论如何不低于0.50美元，以及（B）1.00美元，上述价格均应根据股票拆分、股票股息、合并、资本重组和其他类似事件进行调整。在截至2026年6月30日的六个月期间，公司通过高级可转换票据的转换、现有认股权证和1月认股权证的行权以及两项Ritchie设施协议的未偿余额交换，共计发行了4,126,947股A类普通股。

此外，根据普通股SPA定义的VWAP购买最大金额已修订为：（a）对于根据第3.1节进行的VWAP购买，如果VWAP购买估值期为一个交易日，该数量的A类普通股等于以下两者中的较低者：（i）通过将（A）在相关VWAP购买执行日该交易市场（或适用时的合格市场）的A类普通股每日交易量乘以（B）0.20得出的乘积（四舍五入到最接近的整数）；以及（ii）通过将（A）2,000,000美元除以（B）VWAP购买执行日的VWAP得出的商；（b）对于根据第3.1节进行的VWAP购买，如果VWAP购买估值期为三个交易日，该数量的A类普通股等于以下两者中的较低者：（i）通过将（A）在相关VWAP购买执行日该交易市场（或适用时的合格市场）的A类普通股每日交易量乘以（B）0.40得出的乘积（四舍五入到最接近的整数）；以及（ii）通过将（A）3,000,000美元除以（B）VWAP购买执行日的VWAP得出的商（在适用期间内任何重组、资本重组、非现金股息、股票拆分、反向股票拆分或其他类似交易的情况下，应适当调整）；但前提是，如果使用Form F-3来注册根据《注册权协议》定义的可注册证券，投资者可以放弃此限制。本段中未定义的所有首字母缩写词应具有根据修订后的普通股SPA赋予的含义。

Mampon金铜矿开采租赁

2025年9月17日，公司与FGR Bogoso Prestea Limited（“FGRBPL”）签订了关于加纳Mampon金铜矿开采租约（“Mampon”）的有条件购买协议（“Mampon购买协议”），以收购将拥有Mampon的公司（“持证公司”）最多90%的权益（“持证公司”）位于加纳的阿散蒂金带。交割条件包括遵守加纳法规的要求，包括将持证公司10%的股权转移给加纳政府。FGRBPL将收到两笔付款，如下所示：

●

第一笔付款：在满足某些交割条件的情况下，包括所有相关方（包括加纳政府）对许可转让的批准，公司将向FGRBPL支付1500万美元，以获得特殊目的公司（“SPV”）50%的股份，该SPV将拥有持证公司。对价将通过向FGRBPL发行750,000股A类普通股来支付。在第一笔付款完成后连续90个交易日到期后，该对价将按以下方式调整：

如果该期间的VWAP价格低于20.00美元但不低于10.00美元，公司将向FGRBPL发行额外的A类普通股，以确保第一笔付款对价股份的总价值（根据VWAP价格计算）等于1500万美元；

如果VWAP价格等于或高于20.00美元，则不会发行额外的A类普通股；

如果VWAP价格低于10.00美元，则发行的第一笔付款对价股份的最大数量为1,500,000股A类普通股。

●

第二笔付款：在购买协议签署日期后的12至18个月之间，公司可以选择在任何时候，根据《证券法》法规S-K 1300的标准，对初始阈值300,000盎司黄金以上的独立验证资源升级进行付款，公司通过根据以下价值发行股份来支付：

○

每盎司黄金最高55美元（最高600万盎司）；

○

每吨铜最高50美元（最高400万吨）；以及

○

如果行使该选择权，FGR BPL将向公司转让SPV剩余的50%股份。

贷款额度

2025年11月4日，公司与City First Capital Pty Ltd（“City First”）签订了贷款协议（“城市贷款协议”），该协议规定了总额为1亿澳大利亚元的贷款额度，但需满足某些先决条件，包括解决采矿租赁纠纷。该贷款将专门用于重启Bogoso和Prestea矿，包括任何相关的营运资金成本。该贷款于2029年11月3日到期，年利率为24%，即600万美元，每季度支付。公司可在到期前选择全额或部分偿还贷款，但需支付相当于六个月利息的终止费。城市贷款协议于2025年11月17日和2025年12月16日分别进行了修订，主要是为了延长满足先决条件的截止日期，并明确设立费用。2025年12月1日，根据修订后的城市贷款协议，公司发行了250,000股A类普通股，公允价值为1,037,500美元，作为设立费用，该费用在2025年12月31日的合并资产负债表中作为递延融资记录。截至2025年12月31日，该额度下尚未有提款。

黄金销售与购买协议

2025年12月1日，Blue Goldmine FZCO与Hudson Dunes FZCO（“Hudson Dunes”）签订了销售与购买协议（“Hudson Dunes协议”），该协议建立了一个框架，根据该框架，Hudson Dunes将在Hudson Dunes协议有效期内，按需供应方式向Blue Goldmine FZCO提供最多一百万（1,000,000）盎司的黄金。购买价格将根据净重量乘以纯度和伦敦金银市场协会（LBMA）定价确定。Hudson Dunes协议还规定，Hudson Dunes将向Blue Goldmine FZCO提供1亿美元的担保融资额度，以资助Hudson Dunes协议下的采购，Hudson Dunes将从后续销售或代币化融资黄金所产生的利润中获得50%作为偿还。根据Hudson Dunes协议融资的黄金将对Hudson Dunes享有优先抵押权。

进入交易设施协议

2025年12月1日，Blue Goldmine FZCO与Hudson Dunes及BGL作为担保人签订了1,500万美元的黄金交易设施协议（“设施”），用于以交易和循环方式融资黄金的购买和销售。根据该设施，Blue Goldmine FZCO可以使用资金融资符合约定资格标准的具体黄金交易。黄金交易产生的正向利润将按照2:1的比例在Blue Goldmine FZCO和Hudson Dunes之间分配，其中两部分分配给Blue Goldmine FZCO，一部分分配给Hudson Dunes。设施下的义务由BGL提供的公司担保进行担保。Blue Goldmine FZCO将提供500万美元的现金担保（“现金担保贡献”）作为使用设施的条件。该设施的有效期至2026年12月31日或根据其条款提前终止的较早日期。2026年1月12日，该设施进行了修订，增加了BGHL作为额外借款人，并将设施金额提高到现金担保贡献的三倍，最高不超过1,500万美元。

里奇设施协议

2026年1月10日，公司与凯拉·里奇（“里奇设施协议”）签订了一份设施协议，该协议提供最高200万美元的提款贷款额度。里奇设施协议自2026年1月9日起六个月内可供公司提款，每周最大累计提款额为50万美元。已提款金额按年利率10%计息。到期时，公司应偿还本金和利息，但公司可在到期前随时偿还本金，无需支付溢价或罚金。如果公司未签订交换协议，该设施将于2027年1月9日到期。

2026年3月26日，公司与凯拉·里奇签订了第二份设施协议，该协议提供最高200万美元的提款贷款额度。第二份设施协议可供公司提款六个月，每周最大累计提款额为50万美元。已提款金额按年利率10%计息。到期时，公司应偿还本金和利息，但公司可在到期前随时偿还本金，无需支付溢价或罚金。如果公司未签订下文所述的交换协议，第二份设施协议将于2027年3月26日到期。2026年5月5日，公司与里奇女士签订了两项交换协议，根据该协议，公司将2026年1月10日设施协议下的全部未偿还债务（总额为2,042,132美元，包括本金及累计未付利息）交换为2,042,132股A类普通股，以及将2026年3月26日设施协议下的全部未偿还债务（总额为778,617美元，包括本金及累计未付利息）交换为778,617股A类普通股。每次交换均基于《证券法》第3(a)(9)条进行。公司因债务注销确认了507,735美元的损失。同时，2026年5月5日，公司与里奇女士签订了一份新的设施协议，提供最高400万美元的提款贷款额度，经双方同意可增加，有效期为六个月，每周最大累计提款额为50万美元，年利率为10%。在到期前任何时候，贷款人可要求将全部或部分未偿还金额转换为每股1.00美元的A类普通股。新设施协议于2027年5月5日到期。

2026年5月5日，在执行交易所协议的同时，公司与贷款方签订了一份设施协议（“新设施协议”），该协议规定了最高400万美元的提款贷款额度，经双方同意可增加。该设施可供公司提款六个月，每周最大总提款额为50万美元。提款金额将按年利率10%计息。公司在到期前可随时偿还余额，无需支付溢价或罚金。该设施于2027年5月5日到期。在到期前任何时候，贷款方有权（但无义务）发出转换通知，要求公司将全部或部分未偿还余额转换为每股1.00美元的A类普通股（根据2026年5月5日之后A类普通股发生的任何股票分割、股票股息、股票合并、资本重组或其他类似交易进行调整）（“转换股票”）。公司有义务在强制转换通知日期后的60个日历日内准备并提交一份注册声明，向美国证券交易委员会（SEC）注册转换股票，并应尽商业上合理的努力尽快使该注册声明被SEC批准生效。

2026年9月11日，董事会批准了对2026年5月5日公司与Kaela Ritchie之间的设施协议的修订，该修订于2026年9月11日签署并生效，取代了该协议的第2.2条，并赋予贷款方在到期前要求将全部或部分未偿还贷款余额转换为每股0.50美元的A类普通股的权利（但无义务），该转换价格将根据股票分割、股票股息、合并、资本重组和类似交易进行常规调整。2026年9月11日，董事会根据公司章程第39条决议，解除所有剩余的9,717,837股受限股票的锁定期；解除适用于所有受限股票持有人，且无条件。同一天，董事会批准了修订和重述的赔偿协议形式，公司将与董事和高管签订该协议，该协议扩大了对他们提供的赔偿和相关保护，包括强制预付费用以及与为公司或其子公司和关联公司利益而发出的个人担保相关的赔偿。

签订证券购买协议

2026年2月23日，公司与Hudson Dunes签订了一份证券购买协议，根据该协议，公司同意以每股4.00美元的价格通过私募发行总共2,500,000股A类普通股，总收益为10,000,000美元。所得款项将用于营运资金、一般公司用途以及偿还某些债务义务。截至2026年6月30日及本报告日期，该私募发行尚未完成。

修订雇佣协议并授予A类普通股

2026年4月2日，我们的董事会批准，并且公司与当时的首席执行官安德鲁·卡瓦甘（Andrew Cavaghan）签订了修订后的雇佣协议（“修订后的雇佣协议”）。作为修订后的雇佣协议的一部分，董事会的薪酬委员会批准向卡瓦甘先生授予总计2,447,500股A类普通股（“2026年4月授予”），根据公司的2025年股权激励计划（“计划”），以替代之前批准的现金和基于股票的薪酬。2026年4月授予包括（i）2,290,000股受限A类普通股，这些股票根据时间基础和/或业绩基础进行归属，以及（ii）157,500股不受限A类普通股，作为卡瓦甘先生为公司服务的对价。卡瓦甘先生已与公司签订了受限股票授予协议和不受限股票授予协议，证明每项授予的条款和条件，这些条款和条件均受计划所有条款和条件的约束。

此外，根据修订后的雇佣协议，卡瓦甘先生的现金薪酬减少至每年1美元。修订后的雇佣协议的条款和条件自2026年1月1日起追溯生效。构成2026年4月授予的2,447,500股A类普通股于2026年4月2日发行，公司在2026年6月30日结束的六个月期间内就该授予确认了473,170美元的基于股票的薪酬。

签署交易所协议

2026年5月5日，公司与凯拉·里奇（Kaela Ritchie）（“贷款人”）签署了两项交易所协议（每项称为“交易所协议”，合称为“交易所协议”），根据该协议，公司将其根据两项设施协议对贷款人所欠的某些未偿债务，交换为公司新发行的A类普通股。

根据2026年5月5日签署的第一项交易所协议，公司将其根据2026年1月10日的设施协议（“该设施协议”）所欠的全部未偿债务，总计2,042,132美元（包括所有本金，以及截至交易所协议签署日的所有累计未付利息），交换为2,042,132股A类普通股。

根据2026年5月5日签署的第二项交易所协议，公司将其根据2026年3月26日的设施协议（“该设施协议”）所欠的全部未偿债务，总计778,617美元（包括所有本金，以及截至交易所协议签署日的所有累计未付利息），交换为778,617股A类普通股。

每次交易所均依据《证券法》第3(a)(9)条提供的注册豁免进行，且未支付任何佣金或其他报酬。根据每项交易所协议，公司已同意在2026年5月5日之后的六十（60）天内，向美国证券交易委员会（SEC）提交一份F-1表格（或另一种适当的表格）的注册声明，以注册交易所中发行的A类普通股的转售权，并尽商业上合理的努力尽快使该注册声明被SEC批准生效。

A. 经营成果

下表总结了我们截至2026年6月30日和2025年6月30日的六个月的财务结果：

	截至			截至
	六个月结束			六个月结束
	6月30日			6月30日			美元
	2026			2025			变化
运营费用
一般及行政费用	$	(9,310,114	)		$	(3,117,588	)	$	(6,192,526	)
并购费用		(38,143	)			(1,319,046	)		1,280,903
工厂维护成本		—				(478,625	)		478,625
资产弃置义务的折现		(1,103,000	)			(871,000	)		(232,000	)
折旧		(36,404	)			(17,977	)		(18,427	)
总运营费用		(10,487,661	)			(5,804,236	)		(4,683,425	)

其他收入（支出）
利息支出		(323,230	)			(121,656	)		(201,574	)
其他收入		379				—			379
债务注销损失		(875,609	)			—			(875,609	)
负债公允价值变动		2,910,316				(1,955,000	)		4,865,316
关联方利息收入（支出），净额		510				44,953			(44,443	)
其他收入（支出），净额		1,712,366				(2,031,703	)		3,744,069
净损失	$	(8,775,295	)		$	(7,835,939	)	$	(939,356	)

一般及行政

截至2026年6月30日的六个月，一般及行政费用为9,310,114美元，相比之下，截至2025年6月30日的六个月为3,117,588美元。一般及行政费用增加6,192,526美元，主要反映了向关联方支付的投资者关系费用1,615,000美元、应计的咨询和顾问负债1,090,322美元，以及专业服务费用（包括法律和会计费用）和基于股票的薪酬费用的增加，以及在2025年6月完成业务合并后作为交易所上市的公众公司的运营成本增加。

并购费用

截至2026年6月30日的六个月，并购费用为38,143美元，相比之下，截至2025年6月30日的六个月为1,319,046美元。减少1,280,903美元反映了2025年期间与2025年6月关闭的业务合并交易相关的法律和其他专业费用。

工厂成本

截至2026年6月30日的六个月，工厂成本为0美元，相比之下，截至2025年6月30日的六个月为478,625美元。工厂成本减少478,625美元，反映了由于与加纳政府的持续租赁纠纷，BGL在矿区的活动大幅减少。BGL预计在纠纷解决后，其工厂成本将在未来期间增加，与预期的采矿业务重启和增长相称。

资产弃置义务的折现

截至2026年6月30日的六个月，资产弃置义务的折现为1,103,000美元，相比之下，截至2025年6月30日的六个月为871,000美元。截至2026年6月30日和2025年12月31日，资产弃置义务总额分别为18,936,000美元和17,833,000美元。

折旧

截至2026年6月30日的六个月，折旧为36,404 ，相比之下，截至2025年6月30日的六个月为17,977美元。折旧增加18,427美元主要是由于截至2025年6月30日的六个月的一次性更正，该更正减少了该期间的费用，以逆转2024年车辆上过高的折旧费用。

净利息支出

截至2026年6月30日的六个月，净利息支出为323,230美元，相比之下，截至2025年6月30日的六个月为121,656美元。净利息支出增加201,574美元是由于利息负债的增加，如可转换应付票据。

其他收入

截至2026年6月30日的六个月，其他收入为379美元。截至2025年6月30日的六个月没有其他收入。

债务注销损失

截至2026年6月30日的六个月，债务注销损失为875,609美元，这是由于2026年1月修订了3i可转换票据（367,874美元）以及2026年5月将两项Ritchie设施协议下的未偿余额兑换为A类普通股（507,735美元）所致。

负债公允价值变动

负债公允价值变动为2026年6月30日止六个月的收益2,910,316美元，相比2025年6月30日止六个月的损失1,955,000美元，有利变动4,865,316美元。该变动反映了（i）与业务合并相关的11,500,000份认股权证的公允价值总体变动，这些认股权证根据ASC 815-40被归类为认股权证负债，并根据期末公开声明的收盘价进行公允价值计量，（ii）与权益相关联的股份发行负债以及（iii）按公允价值计量的高级可转换票据的公允价值变动。截至2026年6月30日，认股权证负债的公允价值为1,105,150美元。

关联方利息收入（支出），净额

截至2026年6月30日止六个月，关联方利息收入，净额为510美元，相比2025年6月30日止六个月的44,953美元下降了44,443美元。该下降反映了关联方余额净额的变化。

B. 流动性与资本资源

自成立之初，公司的主要流动性来源一直是关联实体提供的预付款现金流量、股份发行和可转换债券发行。截至2026年6月30日止六个月，公司报告经营亏损约1050万美元，经营现金流为负约560万美元。截至2026年6月30日，公司现金总额约为60万美元，净营运资本赤字约为1790万美元。

2024年8月19日，公司与Gerald Metals SARL（“Gerald”）签订了黄金预付款购买协议（“GAPPA”），根据该协议，在满足若干先决条件的前提下，Gerald将预付最高总计2500万美元，以资助Bogoso Prestea重启成本。2024年9月，BGBPL与Attachy Construction Limited（“Attachy”）签订了采矿设备供应框架协议，根据该协议，Attachy同意采购重启Bogoso Prestea矿所需的部分货物和设备，总价值最高为800万美元。BGBPL必须向Attachy偿还设备采购价格加上该价格30%的加价。设备采购后三个月开始偿还采购价格和加价金额，并在七个月内分七次等额偿还。2024年11月7日，BGHL收到了Attachy提供的345,000美元预付款。2024年10月2日、2024年10月28日和2024年11月30日，BGHL的子公司BGBPL从Attachy收到了总计303,000美元的预付款。这些预付款不计利息，也不需要抵押。预付款可随时要求偿还，截至目前，Attachy尚未要求偿还预付款。2025年8月29日，公司根据普通股购买协议，可选择以公司指定的价格出售最多7500万美元的新发行A类普通股（“VWAP购买股票”），但需满足某些条件。2025年11月4日，公司与City First Capital Pty（“City First”）签订了贷款协议（于2025年11月17日和2025年12月16日进行了修订），该协议规定在满足某些先决条件的前提下，提供总计1亿澳元的贷款，用于重启Bogoso和Prestea矿。GAPPA和City First贷款协议均专门用于Bogoso Prestea矿的重启；然而，两者均需满足若干先决条件，包括令人满意的尽职调查和解决与加纳政府的租赁纠纷。在截至2026年6月30日的六个月期间，公司于2026年1月10日与Kaela Ritchie签订了一项200万美元的提款贷款协议，并于2026年3月26日与Kaela Ritchie签订了第二项200万美元的提款贷款协议，每项协议均于2026年5月5日全部提款并兑换为A类普通股，并于2026年5月5日与Ritchie女士签订了新的400万美元提款贷款协议。2026年1月23日，公司向3i发行了一张面值为1,630,435美元的高级可转换票据，总购买价格为1,500,000美元。2026年2月23日，公司与Hudson Dunes签订了证券购买协议，通过私募发行250万股A类普通股，获得总收益1000万美元；截至这些简要合并财务报表可供发布之日，该私募发行尚未完成。2026年6月30日之后，公司收到了纳斯达克的通知，称其不再满足继续上市的最低出价、上市证券市值和公众持有股份市值要求，就与Bogoso-Prestea资产收购相关的某些负债达成了和解与转换协议，并发行了一张本金最高为250,000美元的无担保本票，同时附带可分离的认股权证。

Blue Gold Limited 的资本需求资金将取决于许多因素，包括公司的收入增长率、支持进一步销售和市场营销及研发工作的支出时间及规模，包括进入黄金交易和数字黄金的新业务领域，根据与加纳政府的租赁纠纷进行仲裁程序的支出时间及规模，股东诉讼程序的支出时间及规模，支持Bogoso Prestea矿重启的支出时间及规模，包括Bogoso Prestea矿是否真的会重启，以及进一步的勘探活动。为了资助这些机会和活动，公司需要筹集额外资金。虽然不能保证，但公司打算通过债务融资、贸易融资、供货融资和/或发行额外股权融资（如普通股份购买协议中所规定的）来筹集此类资金。如果需要从外部来源筹集额外资金，公司可能无法以对公司有利或甚至可行的条件筹集到资金。如果公司无法在需要时筹集到额外资本，公司的业务、经营成果和财务状况将受到重大不利影响。

根据财务会计准则委员会（“FASB”）的《会计准则更新（“ASU”）2014-15》“关于实体持续经营能力的不确定性披露”，公司在评估持续经营考虑因素时，管理层确定公司的流动性状况引发了对公司能够在发布这些财务报表后的十二个月内继续作为持续经营实体的严重怀疑，而目前的计划并未减轻这种严重怀疑。这些财务报表未包含任何与记录资产的回收或负债分类相关的调整，而这些调整可能在公司无法继续作为持续经营实体时是必要的。

截至2026年6月30日和2025年6月30日的六个月现金流量

下表总结了BGL截至2026年6月30日和2025年6月30日的六个月期间的经营、投资和融资活动的现金流量：

	对于			对于
	六个月结束于			六个月结束于
	6月30日			6月30日
	2026			2025
经营活动中使用的现金净额	$	(5,622,246	)		$	(4,499,012	)
投资活动中使用的现金净额		—				(2,798	)
融资活动中提供的现金净额		5,375,471				4,707,003

经营活动中使用的现金净额

截至2026年6月30日的六个月期间，经营活动中使用的现金净额约为560万美元，而截至2025年6月30日的六个月期间约为450万美元，主要由一般及行政费用组成。2026年的一般及行政费用增加，反映了完整的上市公司成本以及根据与加纳政府的租赁纠纷继续产生的仲裁费用。

投资活动中使用的现金净额

截至2026年6月30日的六个月期间，投资活动中未使用现金。截至2025年6月30日的六个月期间，投资活动中使用的现金净额为2,798美元，与购买计算机设备有关。

融资活动中提供的现金

截至2026年6月30日和2025年的六个月内，经营活动提供的净现金约为540万美元和470万美元，主要与490万美元的可转换票据和贷款融资的发行收益以及70万美元的A类普通股发行和销售收益有关，部分被20万美元的本金偿还所抵消。

C. 研发、专利和许可等。

无。

D. 趋势信息。

无。

E. 关键会计估计

BGL 按照美国通用会计准则（U.S. GAAP）编制合并财务报表，以美元列示。对 FASB 发布的美国通用会计准则的引用均指 FASB 会计准则汇编。所有重要的公司间余额和交易在合并过程中均已抵销。

按照美国通用会计准则编制合并财务报表要求 BGL 做出影响合并财务报表及其附注中报告和披露金额的估计和假设。实际结果可能与这些估计存在重大差异。BGL 会持续评估其估计，包括与公允价值、所得税和或有负债相关的估计。BGL 基于被认为是合理的历史和前瞻性假设做出其估计，这些估计的结果构成了对其资产和负债账面价值做出判断的基础。

合并原则

随附的合并财务报表包括 BGL 及其全资子公司的账户。对子公司的控制权源自于持有相关公司多数表决权而无例外。所有重要的公司间余额和交易在合并过程中均已抵销。

估计的使用

按照美国通用会计准则编制随附的合并财务报表要求管理层做出某些估计和假设，这些估计和假设影响合并财务报表日资产和负债的报告金额以及报告期间的费用报告金额。必要时，估计会进行调整以反映实际经验。管理层做出的重要估计包括但不限于 Bogoso Prestea 租赁的法律所有权、可转换贷款应付账款估值、认股权证估值、矿权估值、特许权使用费负债估值、或有对价、储量体积以及与矿山资源和资产弃置义务相关的未来净收入。

矿山寿命模型（“LoM”）是作为计算矿权价值和特许权使用费负债价值的基础而准备的，其准备程度达到可行性研究水平。LoM 具有初步性质，关于所做假设的不确定性很高。LoM 纯粹基于探明和指示资源，这些资源在地质上被认为过于投机，无法对其应用经济考虑因素，从而将其归类为矿产储量，且无法保证 LoM 将会实现。

外币折算和交易

BGL 的报告货币为美元。集团内各实体的功能货币为其主要经营经济环境所使用的货币，但 BGBPL 除外，其功能货币被视为美元。外币交易最初按原币种记录，并在交易发生日的汇率折算为功能货币。以外币计价的货币性资产和负债在资产负债表日按当时汇率重估为功能货币。非货币性资产和负债在交易发生日的汇率折算为功能货币。

BGL 根据 ASC 830-10 的要求，使用年末或报告期平均汇率将财务报表从当地（功能）货币折算为美元。资产和负债按资产负债表日的汇率折算。费用按所列年份的平均汇率折算。从功能货币折算为报告货币产生的折算收益和损失计入其他综合收益或股东权益亏空。

以外币计价的交易产生的收益和损失，在合并经营表和其他综合损失中，使用该期间有效的平均汇率计入一般及行政费用。

Property, Plant and Equipment

作为资产收购的一部分获得的包括土地、建筑物和加工设备在内的 Property, Plant and Equipment（“PP&E”）的价值，按收购时评估的相对公允价值减去折旧记录。任何获得的额外 PP&E 以及延长此类资产寿命的任何支出，均按历史成本记录，包括直接收购成本减去折旧和减值损失。历史成本包括直接归属于项目收购的支出。在建工程按成本减去减值损失记录，但在投入使用并转入其他 PP&E 分类之前不计提折旧。

后续成本只有在预计与该项目相关的未来经济利益将流向 BGHL 且该项目的成本能够可靠计量时，才适当地包含在资产的账面金额中或确认为单独的资产。所有其他维修和维护成本在其发生的财务期间计入损益。

Depreciation

车辆和其他资产的折旧采用直线法计算，折旧率根据资产成本减去其预计残值（如有）在其估计使用寿命内计算如下：

Vehicles	5 years
Computer and accessories	2 years

一项固定资产在处置或不再预期产生未来经济利益时予以终止确认。处置或报废资产产生的利得或损失，按资产的销售净额与其账面价值的差额确定，并在损益中确认。

BGL 在情况变化表明长期资产或资产组的使用及最终处置所预期的、针对该实体的特定且未折现的未来现金流可能无法收回时，评估固定资产和有限使用寿命无形资产的账面价值。可能触发长期资产或资产组减值审查的事件或情况包括但不限于：(i) 资产市场价格大幅下降，(ii) 资产使用范围或方式或其物理状况发生重大不利变化，(iii) 可能影响资产价值的法律因素或商业环境发生重大不利变化，(iv) 资产购置或建造的成本显著超出最初预期，(v) 当期经营或现金流损失与经营或现金流损失的历史记录相结合，或与资产使用相关的持续损失预测，以及 (vi) 资产在先前估计的使用寿命结束前被出售或处置的可能性大于可能性的预期。如果存在减值，账面价值将减记至公允价值。BGHL 通过对剩余使用寿命进行折现未来现金流分析，或针对资产组中的主要资产进行剩余使用寿命分析，来估计这些长期资产的公允价值。资产组中的单项资产不会低于其估计的公允价值减记。截至 2026 年 6 月 30 日和 2025 年 12 月 31 日，未记录减值。

矿产权减值与摊销

矿产权（“矿山资产”）、建筑物、租赁土地和机器设备（统称“矿产资产”）的摊销，采用产量法计提，并对每种矿产资源分别进行计算。

摊销产量率的计算可能会受到影响，前提是未来的实际产量与当前预测的产量不同，从而导致对总产量估计的修订。

管理层每年（在开发期间）或当存在减值迹象时，评估矿权的账面价值。BGL 将矿山资产的账面价值与其对底层资源未来现金流（未折现）的估计进行比较。如果管理层确定这些账面价值无法收回，则将其与公允价值估计进行比较，并将无法收回的金额计入收益并予以核销，且后续不得转回。截至2026年6月30日，由于租赁终止及随之产生的纠纷构成触发事件，根据 ASC 360，BGL 将长期资产组的未折现现金流与其账面金额进行比较，从而确定无需进行减值。

矿权及成本、勘探、评估与开发支出

包括矿权维护、开发及勘探在内的勘探成本，于发生时费用化。当确定由于建立了已探明和 probable 储量并已获得所有监管运营许可，该矿床可以经济开发时，自该确定之日起发生的成本将予以资本化，直至投产并在其使用寿命内摊销。迄今为止，BGL 尚未对其任何勘探前景建立商业可行性并取得必要的监管运营许可；因此，所有勘探成本均予以费用化。

资产报废义务

BGL follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), which established a uniform methodology for accounting for estimated reclamation and abandonment costs. FASB ASC 410 requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred or when acquired. When the liability is initially recorded, the offset is capitalized by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its future value each period and charged to accretion expense, and the initial capitalized cost is amortized over the useful life of the related asset. To settle the liability, the obligation is paid, and to the extent there is a difference between the liability and the amount of cash paid, a gain or loss upon settlement is recorded.

Fair Value Measurement

As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (exit price). BGL utilizes market data or assumptions that market participants would use in pricing an asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that participants used to measure fair value. The hierarchy gives us the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Financial assets and liabilities are recorded based on the inputs to valuation techniques as follows:

Level 1: Quoted prices are available in an active market for identical assets or liabilities as of the reporting data. Active markets are those in which transactions for the assets or liability occur in sufficient frequency and volume to provide information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Subsequently all these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supposed by observable level at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, option and collar.

Level 3: Pricing inputs includes significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The fair value of cash, prepaid expenses and other current assets, advances to related parties, accounts payable, accrued expenses and other current liabilities, and accounts payable - related parties, net approximates their carrying values due to their relatively short terms to maturity.

Convertible Notes Payable

BGL entered into convertible notes, some of which contain fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder into Class A ordinary shares at a fixed rate at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. BGL records the convertible note liability at its fixed monetary amount on the issuance date and interest expense charged over the outstanding period of the note.

For convertible debt instruments that are not considered liabilities under ASC 480 or ASC 815, the Company applies FASB ASC 470, Debt (“ASC 470”), for the accounting of such instruments, including any premiums or discounts. Debt issuance costs consist primarily of original issue discount (OID) and legal fees. These costs are netted off with the related loan and are being amortized to interest expense over the term of the related debt facilities using effective interest method.

The Company may elect the fair value option for certain financial instruments that meet the required criteria under ASC 825, Financial Instruments. Issuance fees incurred on instruments for which the fair value option was elected are not deferred and are recognized as an expense when incurred in the consolidated statement of operations. The portion of the change in fair value attributable to instrument-specific credit risk, if any, is recognized in other comprehensive income, with the remainder recognized in earnings.

Warrants

The Company reviews the terms of warrants to purchase its Class A ordinary shares to determine whether warrants should be classified as liabilities or within stockholders’ deficit in its consolidated balance sheets. In order for a warrant to be classified in stockholders’ deficit, the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification.

If a warrant does not meet the conditions for stockholders’ deficit classification, it is carried on the consolidated balance sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the consolidated statements of operations and other comprehensive loss. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ deficit in the consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value.

BLUE GOLD LIMITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX

MONTHS ENDED JUNE 30, 2026 AND 2025

Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025		F-2
Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2026 and 2025 (unaudited)		F-3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the six months ended June 30, 2026 and 2025 (unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (unaudited)		F-5
Notes to Condensed Consolidated Financial Statements		F-6

F-1

BLUE GOLD LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	June 30, 2026			December 31, 2025
	(Unaudited)
Assets
Current assets
Cash	$	591,641			$	679,442
Prepaid expenses and other current assets		3,198,769				1,703,447
Other receivables		271,129				7,766
Digital assets		9,365				—
Advance to related parties		848,749				529,948
Total current assets		4,919,653				2,920,603
Property, plant and equipment, net		2,825,169				2,861,586
Other assets		55,330				—
Mineral rights		32,086,000				32,086,000
Intangible assets		93,889				93,889
Total assets	$	39,980,041			$	37,962,078

Liabilities
Current liabilities
Accounts payable	$	9,800,202			$	8,163,927
Accounts payable- related party, net		2,442,308				555,147
Accrued expenses and other current liabilities		4,690,496				2,384,779
Token liability		33,610				—
Advances payable		648,000				648,000
Convertible notes payable		5,158,107				3,468,563
Total current liabilities		22,772,723				15,220,416
Equity-linked share issuance liability		228,221				426,000
Warrants liabilities		1,105,150				4,843,800
Royalty obligation		2,700,000				2,700,000
Contingent consideration liability		17,100,000				17,100,000
Asset retirement obligation		18,936,000				17,833,000
Total liabilities		62,842,094				58,123,216

Commitments and contingencies (Note 16)

Stockholders’ deficit
Stockholders’ deficit
Class A ordinary Shares, $0.0001 par value; 400,000,000 authorized and 43,301,723 and 34,677,492 issued and outstanding at June 30, 2026, and December 31, 2025, respectively		4,330				3,468
Additional paid in capital		22,240,227				16,034,831
Subscription receivables		(2,480,727	)			(2,480,727	)
Accumulated deficit		(42,657,524	)			(33,882,229	)
Accumulated other comprehensive income		31,641				163,519
Total stockholders’ deficit		(22,862,053	)			(20,161,138	)
Total liabilities and stockholders’ deficit	$	39,980,041			$	37,962,078

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

F-2

BLUE GOLD LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	Six Months ended			Six Months ended
	June 30, 2026			June 30, 2025

Operating expenses
General and administrative expenses	$	9,310,114			$	3,117,588
Merger and acquisition expenses		38,143				1,319,046
Plant maintenance costs		—				478,625
Accretion of asset retirement obligations		1,103,000				871,000
Depreciation		36,404				17,977
Total operating expenses		10,487,661				5,804,236

Other Income (Expense)
Interest Expense		(323,230	)			(121,656	)
Loss on extinguishment of debt		(875,609	)			—
Related party interest Income (Expense)		510				44,953
Other income		379				—
Change in fair value of liabilities		2,910,316				(1,955,000	)
Total Other Income (expense)		1,712,366				(2,031,703	)
Net loss	$	(8,775,295	)		$	(7,835,939	)
Other comprehensive income (loss)
Foreign currency translation adjustment		(131,878	)			258,986
Total comprehensive loss	$	(8,907,173	)		$	(7,576,953	)

Weighted average common shares outstanding - basic and diluted		37,532,101				12,851,771

Net loss per ordinary share - basic and diluted	$	(0.23	)		$	(0.61	)

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

F-3

BLUE GOLD LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited)

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	Class A Ordinary Shares		Additional Paid- In			Accumulated		Subscription		Other Comprehensive			Total Stockholders’
	Shares		Amount			Capital		Deficit		Receivable			Income			Deficit
Balance at December 31, 2025		34,677,492		$	3,468		$	16,034,831		$	(33,882,229	)		$	(2,480,727	)	$	163,519		$	(20,161,138	)
Issuance of ordinary shares		2,049,784			205			657,517			—				—			—			657,722
Conversion of convertible notes		3,847,058			384			4,925,287			—				—			—			4,925,671
Conversion of warrants		279,889			28			(28	)		—				—			—			—
Issuance of ordinary shares for services		2,447,500			245			472,925			—				—			—			473,170
Issuance of equity treated warrants								149,695													149,695
Currency translation adjustment		—			—			—			—				—			(131,878	)		(131,878	)
Net loss		—			—			—			(8,775,295	)			—			—			(8,775,295	)
Balance at June 30, 2026		43,301,723		$	4,330		$	22,240,227		$	(42,657,524	)		$	(2,480,727	)	$	31,641		$	(22,862,053	)

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	Class A Ordinary Shares			Additional Paid- In			Accumulated		Subscription		Other Comprehensive			Total Stockholders’
	Shares			Amount			Capital		Deficit		Receivable			Income			Deficit
Balance at December 31, 2024		108,746,245			$	-		$	3,717,940		$	(11,972,315	)		$	—		$	(42,551	)	$	(8,296,926	)
Retroactive application of Business Combination (Note 1)		(98,969,824	)			978			(978	)		—				—			—			—
Balance at December 31, 2024		9,776,421			$	978		$	3,716,962		$	(11,972,315	)		$	—		$	(42,551	)	$	(8,296,926	)
Issuance of ordinary shares		1,117,798				111			4,851,112			—				(1,980,727	)		—			2,870,496
Conversion of convertible notes		555,781				56			2,472,792			—				—			—			2,472,848
Issuance of shares in business combination		8,750,186				875			(4,001,448	)		—				—			—			(4,000,573	)
Conversion of preference shares		12,185,000				1,219			(1,219	)		—				—			—			—
Issuance of ordinary shares for services		432,891				43			362,050			—				—			—			362,093
Currency translation adjustment		—				—			—			—				—			258,986			258,986
Net loss		—				—			—			(7,835,939	)			—			—			(7,835,939	)
Balance at June 30, 2025		32,818,077			$	3,282		$	7,400,249		$	(19,808,254	)		$	(1,980,727	)	$	216,435		$	(14,169,015	)

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

F-4

BLUE GOLD LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	For the Six Months Ended June 30,
	2026			2025
Cash Flows from Operating Activities:
Net loss	$	(8,775,295	)		$	(7,835,939	)
Adjustment to reconcile net loss to cash used in operating activities:
Accretion of asset retirement obligation		1,103,000				871,000
Loss on extinguishment of debt		875,609				—
Depreciation		36,404				17,977
Non-Cash Interest Expense		—				458,619
Change in fair value of liabilities		(2,910,316	)			1,955,000
Stock-based compensation expense		473,170				362,093
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(1,495,369	)			(125,529	)
Other receivables		(267,383	)			(7,481	)
Other assets		(55,330	)			—
Accounts receivable – related party		(318,801	)			(90,499	)
Accounts payable		1,545,094				664,371
Accounts payable – related party		1,663,440				(1,313,336	)
Accrued expenses and other liabilities		2,479,286				544,712
Token liability		24,245				—
Net cash used in operating activities		(5,622,246	)			(4,499,012	)

Cash Flows from Investing Activities:
Purchase of fixed assets		—				(2,798	)
Net cash used in investing activities		—				(2,798	)

Cash Flows from Financing Activities:
Proceeds from convertible notes		4,900,000				1,823,243
Repayment of convertible notes and loans		(182,251	)			—
Proceeds from Business Combination		—				13,264
Issuance of Ordinary Shares		657,722				2,870,496
Net cash provided by financing activities		5,375,471				4,707,003
Effect of exchange rate changes on cash and cash equivalents		158,974				(68,051	)

Net (decrease) increase in cash		(87,801	)			137,142
Cash, beginning of period		679,442				170,557
Cash, end of period	$	591,641			$	307,699

Supplemental cash flow information:
Interest paid	$	—			$	36,406
Taxes paid	$	—			$	—

Noncash investing and financing activities:
Accounts payable, accrued liabilities and other current liabilities combined	$	—			$	3,013,837
Convertible notes payable combined	$	—			$	770,000
Non-cash issuance of warrants		149,695
Conversion of convertible notes and loans into ordinary shares, including accrued interest	$	4,925,671			$	—
Warrant liabilities combined	$	—			$	230,000

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

F-5

BLUE GOLD LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS

Blue Gold Limited (the “Company”, “BGL”), a Cayman Islands exempted company limited by shares was formed for the purpose of becoming the ultimate parent company following the transactions contemplated in the business combination.

On December 5, 2023, Blue Gold Limited, Perception Capital Corp. IV, a Cayman Islands exempted company limited by shares formerly known as RCF Acquisition Corp. (“Perception” or PC4), and Blue Gold Holdings Limited, a private company limited by shares formed under the laws of England and Wales (“BGHL”), entered into a Business Combination Agreement (as amended and/or restated from time to time, the “Business Combination Agreement”).

On June 25, 2025 (the “Closing Date”), Blue Gold Limited consummated the previously announced business combination pursuant to the Second Amended and Restated Business Combination Agreement, dated as of June 12, 2024, and further amended on November 7, 2024, January 8, 2025, March 28, 2025, April 30, 2025, May 8, 2025 and June 10, 2025, by and among the Company, Perception and BGHL (as amended and restated, the “BCA”).

Following the Business Combination, BGL’s Class A ordinary shares and Warrants are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “BGL” and “BGLWW”, respectively.

The Company has one wholly owned subsidiary; Blue Gold (Cayman) Limited (“BGCL”) . BGCL has two wholly owned subsidiaries; BGHL, an England and Wales private limited liability company, formed on November 9, 2023 to develop, finance, license, and operate gold mines and Blue Goldmine FZCO (“BGFZCO”) incorporated in the United Arab Emirates on November 26, 2025 to undertake gold trading activities. BGHL has two wholly owned subsidiaries; Blue Gold Digital Limited (“BGD”), an Ireland company incorporated on December 12, 2025 to develop financial technology products and Blue Gold Bogoso Prestea Ltd. (“BGBPL”), a company incorporated in Ghana on January 26, 2024 to acquire the Bogoso Prestea mine. BGD has two wholly owned subsidiaries; BlueGold One LLC (“BGO”) and Standard Gold Statutory Trust Company (“SGST”) formed in the State of Wyoming, United States of America on November 12, 2025 and December 9, 2025, respectively, to undertake the development and launch of the Company’s digital business.

2. LIQUIDITY AND GOING CONCERN

Since inception, the Company’s primary sources of liquidity have been cash flows from advances provided by affiliated entities, share issuances and convertible notes issuances. For the six months ended June 30, 2026, the Company reported an operating loss of approximately $10.5 million and negative cash flows from operations of approximately $5.6 million. As of June 30, 2026, the Company had an aggregate cash balance of approximately $0.6 million and a net working capital deficit of approximately $17.9 million.

On August 19, 2024, the Company entered into a Gold Advance Payment Purchase Agreement (“GAPPA”) with Gerald Metals SARL (“Gerald”) whereby, subject to satisfying several conditions precedent, Gerald will make advance payments of up to an aggregate of $25,000,000 to fund Bogoso Prestea restart costs. In September 2024, BGBPL signed a Mining Equipment Supply Framework Agreement with Attachy Construction Limited (“Attachy”), whereby Attachy has agreed to procure certain goods and equipment necessary for the restart of the Bogoso Prestea Mine, up to a total value of $8.0 million. BGBPL must repay to Attachy the equipment purchase price plus a mark-up of 30% of such price. Repayment of the purchase price and mark-up amount will commence three months after an equipment purchase and will be repaid over seven equal monthly installments. On November 7, 2024, BGHL received a $345,000 advance from Attachy. On each of October 2, 2024, October 28, 2024 and November 30, 2024, BGHL’s subsidiary, BGBPL, received advances in the aggregate amount of $303,000 from Attachy. These advances are non-interest bearing and do not require collateral. The advances are due on demand and, to date, Attachy has not demanded repayment of the advances. On August 29, 2025, the Company entered into an Ordinary Share Purchase Agreement pursuant to which the Company may sell up to $75,000,000 of newly issued Class A ordinary shares (the “VWAP Purchase Shares”) to an investor at the Company’s option, subject to certain conditions. On November 4, 2025, the Company entered into a Loan Agreement (as amended on November 17, 2025 and December 16, 2025) with City First Capital Pty (“City First”) that provides in the aggregate a loan amount of AUD$100 million, subject to the satisfaction of certain conditions precedent, to be used for the restart the Bogoso and Prestea mine. The GAPPA and City First Loan Agreement are both available specifically for the restart of the Bogoso Prestea mine; however, both are subject to satisfying several conditions precedent, including satisfactory due diligence and resolution of the lease dispute with the Government of Ghana. During the six months ended June 30, 2026, the Company entered into a $2,000,000 drawdown loan facility with Kaela Ritchie on January 10, 2026 and a second $2,000,000 drawdown loan facility with Kaela Ritchie on March 26, 2026, each of which was drawn and then exchanged in full for Class A ordinary shares on May 5, 2026, and entered into a new $4,000,000 drawdown loan facility with Ms. Ritchie on May 5, 2026. On January 23, 2026, the Company issued a senior convertible note to 3i in the principal amount of $1,630,435 for an aggregate purchase price of $1,500,000. On February 23, 2026, the Company entered into a Securities Purchase Agreement with Hudson Dunes for gross proceeds of $10,000,000 through a private placement of 2,500,000 Class A ordinary shares; as of the date these condensed consolidated financial statements were available to be issued, the private placement had not closed. Subsequent to June 30, 2026, the Company received notifications from Nasdaq that it no longer satisfies the minimum bid price, market value of listed securities and market value of publicly held shares requirements for continued listing, entered into a Deed of Settlement and Conversion with respect to certain liabilities assumed in connection with the Bogoso-Prestea asset acquisition, and issued an unsecured promissory note in an original principal amount of up to $250,000 together with detachable warrants.

F-6

The funding of Blue Gold Limited’s capital requirements will depend on many factors, including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts including growth into new business areas of gold trading and digital gold, the timing and extent of spending on the arbitration proceedings pursuant to the lease dispute with the Government of Ghana, the timing and extent of spending on shareholder litigation proceedings, the timing and extent of spending to support the restart of the Bogoso Prestea Mine, including whether the Bogoso Prestea Mine will restart at all, and further exploration activities. To finance these opportunities and activities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through debt finance, trade finance, offtake finance and/or issuances of additional equity raises such as is available under the Ordinary Share Purchase Agreement. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these financial statements are available to be issued and the current plans do not alleviate the substantial doubt. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). References to GAAP issued by the FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”).

The accompanying consolidated financial statements are stated in United States Dollars unless otherwise stated.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of BGL and its wholly owned subsidiaries. Control over subsidiaries is derived without exception from holding the majority of voting rights in the companies concerned. All significant intercompany balances and transactions have been eliminated in consolidation.

Foreign Currency Translation and Transactions

BGL’s reporting currency is the U.S. dollar. The functional currency of each entity in the group is the currency of the primary economic environment in which it operates, other than for BGBPL, whose functional currency is deemed to be the U.S. Dollar. Transactions in foreign currencies are initially recorded in source currency and converted into the functional currency at the rates of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date. Non-monetary assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction.

BGL translates the financial statements from the local (functional) currency into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities are translated at exchange rates as of the balance sheet dates. Expenses are translated at average rates in effect for the years presented. Translation gains and losses resulting from re-measurement from functional to reporting currency are recorded in accumulated other comprehensive income or loss as a component of shareholders’ deficit.

Gains and losses resulting from transactions denominated in a currency other than the functional currency of the entity are included in general and administrative expenses in the consolidated statements of operations and other comprehensive income (loss) using the average exchange rates in effect during the period.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Estimates are adjusted to reflect actual experience when necessary. Significant estimates made by management include, but are not limited to, the legal title to the Bogoso Prestea leases, valuation of convertible loan payables, valuation of warrants, valuation of mineral rights, valuation of royalty liabilities, contingent consideration, reserve volumes and future net revenues associated with mine resources and the asset retirement obligations.

Mineral Rights and Life of Mine Model: The carrying value of the Company’s mineral rights is determined in part by reference to the Bogoso Prestea Life of Mine (“LoM”) model, which is prepared to a Scoping Study level. The LoM is preliminary in nature and there is a high degree of uncertainty over the assumptions made. The LoM is solely based on Measured and Indicated Resources which are considered too speculative geologically to have economic considerations applied to them that would allow them to be categorized as mineral reserves, and there is no certainty that the LoM will be realized. The LoM incorporates estimates of total recoverable gold resources, future gold production rates, long-term gold prices, tonnes of ore processed and an appropriate risk-adjusted discount rate. These estimates are inherently uncertain and subject to revision as additional technical and geological information becomes available. Amortization of mineral rights is computed using the unit-of-production method and commences when gold production begins.

F-7

Legal Title to Bogoso Prestea Mining Leases: The recoverability and carrying value of several significant balance sheet items are contingent upon the successful resolution of the ongoing dispute with the Government of Ghana over the Bogoso and Prestea mining leases. Specifically, the carrying values of mineral rights, the royalty liability, the contingent consideration liability and the asset retirement obligation are each determined using estimation approaches — described in the sub-sections below — that assume the continued validity of those leases and the eventual restart of mining operations. Should the arbitration proceedings be resolved unfavorably and the leases relinquished, the carrying values of all of these items would be reduced to nil. Management’s estimates and assumptions underlying these valuations are therefore subject to a material level of uncertainty until the dispute is resolved, and actual outcomes could differ materially from the amounts recorded in these consolidated financial statements.

Impairment of Long-Lived Assets and Mineral Rights: The Company evaluates the carrying values of property, plant and equipment and mineral rights for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability is initially assessed by comparing the carrying value of the asset or asset group against estimated undiscounted future cash flows. Where an impairment is indicated, the fair value of the asset is estimated using a discounted future cash flow analysis over the asset’s remaining useful life, incorporating assumptions for future production volumes, commodity prices, operating and capital expenditures and a risk-adjusted discount rate.

Segment Information

ASC 280, “Segment Reporting” (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. BGL’s CODM is the chief executive officer, who has ultimate responsibility for the operating performance of BGL and the allocation of resources. The CODM reviews the assets, operating results, and financial metrics for BGL as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment. The CODM assesses performance for the single reportable segment and decides how to allocate resources based on operating expenses that also is reported on the consolidated statements of operations. The measure of segment assets is reported on the consolidated balance sheets as total assets. When evaluating BGL’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in operating expenses and cash.

Operating expenses, inclusive of general and administrative costs and plant costs, are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to fund operations. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and the budget. The categories of operating expenses, as reported on the consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

Concentration of Risk

BGL’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash. BGL places its cash with financial institutions of high credit worthiness. At times, its cash with a particular financial institution may exceed any applicable government insurance limits. BGL’s management plans to assess the financial strength and credit worthiness of any party to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Cash and cash equivalents

Cash is comprised of cash in the bank which is subject to an insignificant risk of changes in value. BGL considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At June 30, 2026 and December 31, 2025, cash amounted to $591,641 and $679,442, respectively. There were no cash equivalents at June 30, 2026 or December 31, 2025.

Digital assets and token liability

Digital assets comprise stablecoin and other crypto-asset balances held by the Company’s digital business in connection with the issuance and redemption of its gold-backed token. The token liability represents the Company’s obligation in respect of tokens issued and outstanding that are backed by gold held for the benefit of token holders. At June 30, 2026, digital assets were $9,365 and the token liability was $33,610, and 274.66 tokens were issued and outstanding. There were no digital assets and no token liability at December 31, 2025.

Property, Plant and Equipment

The value of property, plant and equipment (“PP&E”), including land, buildings and processing equipment, that were acquired as part of the Asset Acquisition are recorded at a relative fair value assessed at the time of the acquisition less depreciation. Any additional PP&E acquired, and any expenditures that extend the life of such assets, are recorded at historical cost, including direct acquisition costs, less depreciation and impairment losses. Historical cost includes expenditures that are directly attributable to the acquisition of the items. Capital work-in-progress is recorded at cost less impairment losses but is not depreciated until it is in use and transferred into other PP&E classifications.

F-8

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to BGL and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred.

Fair Value Measurement

As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (exit price). BGL utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that participants used to measure fair value. The hierarchy gives us the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Financial assets and liabilities recorded in the accompanying consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

Level 1: Quoted prices are available in an active market for identical assets or liabilities as of the reporting data. Active markets are those in which transactions for the assets or liability occur in sufficient frequency and volume to provide information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Subsequently all these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supposed by observable level at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, option and collar.

Level 3: Pricing inputs includes significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The fair value of cash, prepaid expenses and other current assets, accounts payables, advances to related parties, accrued expenses and other current liabilities, and accounts payable-related parties, net approximates their carrying values due to their relatively short maturities.

Income Taxes

BGL accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. BGL has no material uncertain tax positions for any of the reporting periods presented.

As of June 30, 2026 and December 31, 2025, a valuation allowance has been recorded for the full value of its net deferred tax asset due to the uncertainty as to the future recoverability until such time that taxable income is reasonably assured.

F-9

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted average shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potential Class A ordinary shares to the extent dilutive. For the six months ended June 30, 2026 and 2025, the Company’s diluted weighted-average shares outstanding is equal to basic weighted-average shares, due to the Company’s net loss position. Hence, no Class A ordinary share equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive. At June 30, 2026, potentially dilutive securities include the public warrants and the convertible notes payable. At December 31, 2025, potentially dilutive securities also included the equity-classified warrants issued to 3i.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Improvements to the Accounting for Financial Instruments with Embedded Features. This ASU simplifies the accounting for convertible debt instruments and other contracts in an entity’s own equity by removing certain separation models and amending the guidance for equity classification. The ASU is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, and the Company adopted the ASU on January 1, 2026. There were no effects on the financial statements of the Company.

4. INVESTMENT IN EQUITY SECURITY

Preferred Stock Purchase

In April 2025, BGHL entered into a Preferred Stock Purchase Agreement to purchase 110,000 preference shares of Perception Capital Corp. IV from BCMP Services Limited (“BCMP”), an entity jointly owned by the CEO of BGHL and a significant shareholder of BGHL, for a total consideration of $126,385, which was BCMP’s cost basis. In April 2025, BGHL issued options over 17,500 of these preference shares to employees at an exercise price $1.15 per preference share with an option term of five years. The Preference Shares were convertible on a 1-to-20 basis into Class A ordinary shares for an effective price of approximately $0.06 per Class A Ordinary Share. At the close of the Business Combination, the preference shares were converted into 2,200,000 Class A ordinary shares of which options are granted over 350,000 Class A ordinary shares.

On December 12, 2025, the Company entered into a Securities Purchase Agreement with BCMP, pursuant to which the Company resold 1,850,000 Class A ordinary shares to BCMP for total proceeds of $106,278, being the original purchase price of the shares. At June 30, 2026, BGHL owns 350,000 of the shares originally purchased under the Preferred Stock Purchase Agreement.

BGHL concluded that its investment in shares are not in substance Class A ordinary shares and accounted for the investment at cost and subsequently eliminated in consolidation. The options for the shares are recorded at fair value and for the six months ended June 30, 2026, the Company did not record the de minimis change in fair value. At June 30, 2026, the liability of $37,685 included in accrued expenses and other current liabilities on the consolidated balance sheets.

5. MINERAL RIGHTS

As of June 30, 2026 and December 31, 2025, BGL has mineral rights in Ghana to mine the Bogoso and Prestea properties acquired under the Purchase Agreement. These mineral rights were acquired through staking and purchase, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of gold. At Acquisition Date the carrying value of $30.1 million of mineral rights represents the relative fair value on the acquisition date allocated to the acquired mineral rights pursuant to the Purchase Agreement. During the year ended December 31, 2025 mineral rights increased by $1,986,000 because of additional layers related to the Asset Retirement Obligation. No additional layers were recognized during the six months ended June 30, 2026. As of June 30, 2026 and December 31, 2025, the carrying values of the mineral rights were $32.1 million and $32.1 million, respectively. Amortization is computed using the unit of production method and there was no amortization for the six months ended June 30, 2026 and 2025, due to the lack of gold production.

BGBPL and BGHL are in dispute with the Government of Ghana over the Bogoso and Prestea leases, and due to the uncertainty surrounding the outcome of the lease dispute (Note 16), and the possibility that the mining leases may not be returned to BGBPL, there is a possibility that BGL will not be able to undertake its business plan to restart the Bogoso Prestea mine. If BGL is not successful with its arbitration proceedings with the Republic of Ghana, the leases may be relinquished which will reduce the mineral rights, royalty obligation, contingent consideration liability and asset retirement obligation values reflected in BGL’s consolidated balance sheet to zero.

F-10

6. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	June 30,			December 31,
	2026			2025
Vehicles	$	354,267			$	354,267
Building and leasehold land		1,792,352				1,792,352
Plant and machinery		807,648				807,648
Computer and accessories		3,871				3,916
Total Property, plant and equipment		2,958,138				2,958,183
Less: accumulated depreciation		(132,969	)			(96,597	)
Property, plant and equipment, net	$	2,825,169			$	2,861,586

During the six months ended June 30, 2026 and 2025, there was depreciation of $36,404 and $17,977, respectively.

7. INTANGIBLE ASSETS

During the year ended December 31, 2025, the Company capitalized $93,889 of costs related to internally developed software. No additional costs were capitalized during the six months ended June 30, 2026. At June 30, 2026 and December 31, 2025, capitalized internally-developed software totaled $93,889. At June 30, 2026, the software build was not completed, no amortization had commenced, and the Company will continue to capitalize costs pursuant to ASC 350 - “Intangibles—Goodwill and Other”, until completion.

8. ADVANCES PAYABLE

On November 7, 2024, BGHL received a $345,000 advance from an unaffiliated vendor (“Attachy”). The advance is interest free and without security. The advance is due on demand. At June 30, 2026, Attachy has not demanded repayment of the advance.

On each of October 2, 2024, October 28, 2024, and November 30, 2024, BGHL’s subsidiary, BGBPL, received an aggregate amount of $303,000 in advances from Attachy. The advances are interest free and without security. The advances are due on demand. At June 30, 2026, Attachy has not demanded repayment of the advances.

9. CONVERTIBLE NOTES PAYABLES

Senior Convertible Notes

August Note and Senior Convertible Note

On August 29, 2025, the Company entered into a Securities Purchase Agreement (the “August Note SPA”) with 3i, LP (“3i”) authorizing a new series of senior convertible notes, in the aggregate principal amount of up to $5,434,783 (the “Senior Convertible Notes”) and warrants to purchase up to an aggregate of 215,299 Class A ordinary shares (the “August SPA Warrants”). On September 3, 2025, the Company sold a Senior Convertible Note in the principal amount of $3,804,348 (the “First Note”) and 150,709 warrants at an original issue discount of 8% (the “First Warrant”), for an aggregate purchase price of $3,500,000. The Senior Convertible Notes bear interest at the rate of 7% per annum, except upon an event of default, in which such interest rate will be 12%.

At any time after issuance, the Senior Convertible Notes are convertible into Class A ordinary shares, subject to customary terms and conditions. The Senior Convertible Notes are convertible into Class A ordinary shares at a conversion price of $13.51 per share, subject to certain adjustments, and the warrants are exercisable at an exercise price of $16.88 per share until September 3, 2030. On November 12, 2025, the Company issued to 3i (i) an additional Senior Convertible Notes in the principal amount of $1,630,435 at an 8% discount (the “Second Note”) and (ii) 64,590 additional warrants (the “Second Warrant”), all for an aggregate purchase price of $1,500,000.

Also on August 29, 2025, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with 3i providing for the registration of the Class A ordinary shares issuable upon conversion of the Senior Convertible Notes and exercise of the First and Second Warrants (collectively the “SPA Warrants”). The Registration Rights Agreement requires the Company to prepare and file a registration statement with the SEC within 30 calendar days after the date of the Registration Rights Agreement to register the resale of the Class A ordinary shares underlying the Senior Convertible Notes the SPA Warrants and cause such registration statement to be effective within 60 calendar days after the date of the Registration Rights Agreement, if the registration statement is subject to review by the SEC, and if the Company has been notified by the SEC that the registration statement will not be reviewed by the SEC, within 15 trading days after such notification. If not all the Class A ordinary shares underlying the Senior Convertible Notes the SPA Warrants are registered pursuant to the August Note SPA, the Company will be required to file another registration statement to register the resale of any such Class A ordinary shares underlying the Senior Convertible Notes the SPA Warrants.

F-11

Pursuant to the August Note SPA, 3i may receive up to an aggregate of 1,000,000 shares (the “Pre-Delivery Shares”) at any time upon notice to the Company. If the Company is required to deliver Class A ordinary shares to 3i, whether upon conversion of the senior convertible notes or otherwise, any Pre-Delivery Shares held by 3i or its designee at such time shall apply, on a share for share basis, as available, against each Class A ordinary share required to then be delivered. In the event that 3i or its designees holds any Pre-Delivery Shares as of the date that all senior convertible notes issued pursuant to the August Note SPA are no longer outstanding (whether following the conversion or redemption, as applicable, of such senior convertible notes), 3i is obligated to promptly return any such Pre-Delivery Shares to the Company for cancellation.

On December 1, 2025, the Company entered into a letter agreement (the “Letter Agreement”) with 3i pursuant to which the Company and 3i agreed that, in lieu of the payment in cash of the first blended installment amount of $1,017,663 (the “First Installment”) due on December 3, 2025, 3i will have the right to convert the entire First Installment, or any portion thereof, at its option, at a conversion price equal to 93% of the lowest volume weighted average price (“VWAP”) for the five (5) Trading Day period prior to the date of the Holder’s applicable conversion notice.

The Class A ordinary shares issuable by the Company at 3i’s option shall be issued from the Pre-Delivery Shares registered under such prospectus and the registration statement to which it relates and shall become Delivery Shares (as defined in the senior convertible note with 3i) pursuant to the terms of the senior convertible note.

The Senior Convertible Notes are a legal debt obligation with a variable-share conversion feature that ensures a fixed monetary return to the holder, thus qualifying as a liability under ASC 480-10. The Note remains a liability after issuance and the instrument is remeasured after initial recognition, with changes in fair value recognized in earnings each reporting period until settlement, modification, or extinguishment, consistent with the liability-classified model.

On January 23, 2026, the Company entered into an Omnibus Amendment to Securities Purchase Agreement and Senior Convertible Notes with 3i (the “Omnibus Amendment”) to amend (i) the August Note SPA; (ii) the Senior Convertible Note issued to 3i, dated September 3, 2025, in the original principal amount of $3,804,348 (the “First Note”); (iii) the subsequent Senior Convertible Note issued to 3i, dated November 12, 2025, in the original principal amount of $1,630,435 (the “Second Note,” and, together with the First Note, the “Existing Notes”); (iv) a warrant to purchase 150,709 Class A ordinary shares of the Company, dated as of September 3, 2025, issued to 3i (the “First Warrant”); and (v) a warrant to purchase 64,590 Class A ordinary shares of the Company, dated as of November 12, 2025, issued to 3i in connection with the Senior Convertible Notes.

Pursuant to the Omnibus Amendment, beginning January 23, 2026, subject to an existing event of default 3i agrees that neither it nor an affiliate will sell or otherwise dispose of certain shares on any Trading Day (as defined in the August Note SPA) in an amount that exceeds the greater of (i) ten percent (10%) of the aggregate daily trading volume of the Company’s Class A ordinary shares reported on its principal market and (ii) $10,000 per trading day through February 15, 2026 and $40,000 per trading day thereafter.

The Omnibus Amendment amends the conversion price mechanics in the First and Second Notes such that the conversion price is fixed at $3.00 through February 15, 2026, and thereafter equals the lower of (i) 93% of the lowest VWAP during the three (3) trading days immediately preceding a Conversion Notice (subject to a $0.50 floor price) and (ii) $10.00, in each case as adjusted for customary equity events. The Omnibus Amendment additionally amends the events of default to clarify that a failure to pay principal, make-whole amounts, interest, late charges or other amounts (other than installment amounts) when due constitutes an event of default if not cured within ten (10) Trading Days, applicable solely to unpaid interest and late charges. Further, the Omnibus Amendment provides 3i with a five (5) trading day election period following receipt of a company optional redemption notice to convert all or any portion of the Conversion Amount, with any conversion amount reducing the applicable redemption amount. In addition, the Omnibus Amendment modifies the installment payment provisions to require cash payment of installment amounts (the “Installment Amounts”) only on installment dates on or prior to January 1, 2026 (unless converted). After January 1, 2026, no Installment Amount shall become payable or owed by the Company, other than the maturity date.

Finally, the Omnibus Amendment amends the exercise price in the First and Second Warrants to $0.01.

The amendment to the note was treated as a debt extinguishment and a loss on extinguishment of $367,874 was recognized on the condensed consolidated statement of operations.

F-12

At June 30, 2026 and December 31, 2025, the fair value of the Amended Senior Convertible Notes was $5,158,107 and $3,468,563, respectively. The principal balance of the Senior Convertible Notes was $4,454,521 and $4,577,763, respectively, and unamortized debt issuance cost was $434,783 at each date. During the six months ended June 30, 2026, the Company converted a balance of $1,596,964 (inclusive of $1,492,490 principal and $104,474 interest and make-whole amounts) to 1,026,309 Class A ordinary shares pursuant to the terms of the Senior Convertible Notes, as amended by the Omnibus Amendment, and repaid $180,811 of the Notes (inclusive of $168,982 principal and $11,829 interest and make-whole amounts). Total interest of $215,605 related to the Senior Convertible Notes was accrued and included in interest expenses on the consolidated statement of operations. At June 30, 2026 and December 31, 2025, total unpaid interest of $169,123 and $56,740, respectively, is included in accrued expenses and other current liabilities on the consolidated balance sheets.

The key assumptions used to value the convertible notes as of June 30, 2026 and the issuance dates were:

	June 30,			November 12 , 2025			September 3, 2025
	2026			(issuance)			(issuance)
Stock Price	$	.28			$	5.92		$	9.66
Equity Volatility		90%-95	%			60	%		65	%
Discount Rate		27	%			20	%		20	%
Risk free rate of return		3.76-3.90	%			3.73	%		3.62	%
Term to maturity (years)		0.18 – 0.37				1.0			1.0

January Notes

Concurrently with the Omnibus Amendment, on January 23, 2026, the Company issued to 3i (i) a senior convertible note in the principal amount of $1,630,435 (the “January Note”) and (ii) a warrant to purchase 64,590 Class A ordinary shares of the Company (the “January Warrant”).

The January Note matures on January 23, 2027. The January Note is convertible into Class A ordinary shares of the Company pursuant to the same conversion mechanics of the Existing Notes. The January Note is in the same form as the First and Second Notes and contains the same terms and conditions, including certain negative covenants. The January Note also contains standard and customary events of default.

The January Warrant is exercisable for up to an aggregate of 64,590 Class A ordinary shares at a price of $0.01 per share (the “January Warrant Exercise Price”). The January Warrant may be exercised during the period commencing January 23, 2026 and ending January 23, 2031. The January Warrant Exercise Price is subject to customary adjustments for stock dividends, stock splits, issuances of additional Class A ordinary shares and the like.

Pursuant to the terms of the January Note and the January Warrant, the Company shall not effect a conversion of any portion of the January Note or an exercise of the January Warrant, to the extent that after giving effect to such conversion or exercise, as applicable, 3i would beneficially own in excess of 4.99% (or, at the option of 3i, 9.99%) of the Class A ordinary shares of the Company outstanding immediately after giving effect to such conversion.

The January Note is a legal debt obligation with a variable-share conversion feature that ensures a fixed monetary return to the holder, thus qualifying as a liability under ASC 480-10. The Note remains a liability after issuance and the instrument is remeasured after initial recognition, with changes in fair value recognized in earnings each reporting period until settlement, modification, or extinguishment, consistent with the liability-classified model.

The key assumptions used to value the convertible notes as of June 30, 2026 and the issuance dates were:

	June 30,			January 23 , 2026
	2026			(issuance)
Stock Price	$	.28			$	4.13
Equity Volatility		100	%			110	%
Discount Rate		26.68	%			25	%
Risk free rate of return		3.97	%			3.50	%
Term to maturity (years)		0.56				1.0

F-13

The following table presents changes in the convertible notes and drawdown loan facilities measured using significant unobservable inputs (Level 3) for the six months ended June 30, 2026:

	Convertible Notes
Convertible notes and loans balance at December 31, 2025	$	3,468,563
Proceeds from issuance		4,900,000
Repayment of principal in cash		(182,251	)
Principal settled in ordinary shares		(4,267,498	)
Fair value of warrants		(149,695	)
Debt issuance costs		(5,000	)
Loss on extinguishment		367,874

Change in fair value		1,026,114
Convertible notes and loans balance at June 30, 2026	$	5,158,107

The following table summarizes convertible notes payable at June 30, 2026 and December 31, 2025:

	June 30, 2026		December 31, 2025

Senior Convertible Notes and drawdown loan facilities	$	3,791,747		$	3,468,563
January Notes		1,366,360
	$	5,158,107		$	3,468,563

10. ROYALTY AGREEMENT AND CONTINGENT CONSIDERATION

Bond SPV Royalty Agreement

On January 27, 2024, in conjunction with the Purchase Agreement, BGBPL entered into the Bond SPV Royalty with FGRBPL and Bond SPV which closed in May 2024. The Bond SPV Royalty provides for BGBPL to pay a royalty in refined gold to Bond SPV (as priority payee) and the previous leaseholder (as secondary payee, once Bond SPV debt service obligations are met) at a rate of the lesser of (i) 2,000 ounces per month, or 30% of gross production per month for the first 36 months following the start of commercial production, and (ii) 3,250 ounces per month, or 30% of gross production per month after 36 months until Bond SPV Royalty payments total the 250,000 ounce cap. This agreement represents a volumetric production payment and in accordance with ASC 932, is accounted for as a retention of the mineral right by the previous leaseholder and therefore not part of the asset acquisition described above. Gold ounces available to be sold will be reduced by the amounts provided to Bond SPV.

In accordance with ASC 932 the Bond SPV Royalty is accounted for as FGRBPL’s retention of a mineral right as it represents a volumetric production payment and is not reflected as a BGL liability.

GSR Royalty Agreement

The consideration for the transfer of mining assets under the Purchase Agreement also includes the assumption of Future Global Resources Limited’s royalty agreement with Golden Star Resources, a royalty and a contingent payment. On September 30, 2021, FGR entered into Royalty and Contingent Payment Agreement with Golden Star Resources Limited (“GSR Royalty”). The GSR Royalty provides for the payments of two types of royalties to Golden Star Resources Limited. First, a royalty of 1.0% of sale of product of net smelter returns of 100,000 to 300,000 cumulative ounces of gold, and a royalty of 2.0% of sale of product of net smelter returns of over 300,000 cumulative ounces of gold after October 1, 2020. The net smelter return royalty terminates when the aggregate payments exceed $35,000,000. To date there has been no payment triggered or made towards the net smelter return royalty. The second is a contingent payment, defined as the payment of $20,000,000 (if the price of gold is <$1,400/oz), $30,000,000 (if the price of gold is $1,400–$1,700/oz), or $40,000,000 (if the price of gold is >$1,700/oz) upon the start of sulphide mining (refractory), such payment to be made in stages during the construction and operation of the sulphide project. To date, there has been no payment triggered or made towards the sulphide mining contingent payment.

F-14

11. ASSET RETIREMENT OBLIGATIONS

BGL accounts for its asset retirement obligations in accordance with ASC 410, Asset Retirement and Environmental Obligations. Remediation, reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties as well as remediation costs for inactive properties. BGL uses assumptions about future costs, capital costs and reclamation costs. Such assumptions are based on BGL’s current mining plan and the best available information for making such estimates. At the closing date of acquiring the mine, the asset retirement obligation was measured at fair value. The estimate was determined using the present value technique based on forecasted remediation costs at end of life of mine (incorporating an appropriate forward rate), and development and application of appropriate discount rate.

ASC 410, Asset Retirement and Environmental Obligations requires that legal obligations associated with the retirement of long-lived assets be recognized at fair value when incurred and capitalized as part of the related long-lived asset. Over time, the liability is accreted to its future value each period, and the capitalized asset is depreciated over the useful life of the long-lived asset.

In the absence of quoted market prices, BGL estimates the fair value of our asset retirement obligations at inception using present value techniques, in which estimates of future cash flows associated with retirement activities are discounted using a credit-adjusted risk-free rate. BGL’s estimated liability could change significantly if actual costs vary from assumptions or if governmental regulations change significantly.

BGL’s cash flow estimate for the asset retirement obligation is based upon key assumptions for each layer as follows: Layer 1 (recognized May 15, 2024) — remaining term 18.3 years, discount rate 12.5%, inflation rate 4.65%, market risk premium 5.5%; Layer 2 (recognized December 31, 2024) — remaining term 18.7 years, discount rate 11.0%, inflation rate 4.91%, market risk premium 5.0%; Layer 3 (recognized December 31, 2025) — remaining term 18.7 years, discount rate 13.0%, inflation rate 4.86%, market risk premium 5.0%.

BGL’s asset retirement obligation was established in May 2024, subsequent to the Purchase Agreement, and initially recorded at fair value. For the six months ended June 30, 2026 and 2025, BGL’s accretion expense totaled $1,103,000 and $871,000, respectively. No additional layers of asset retirement obligation were recognized during the six months ended June 30, 2026 or 2025. The asset retirement obligations totaled $18,936,000 and $17,833,000 at June 30, 2026 and December 31, 2025, respectively.

Changes to the asset retirement obligations are as follows:

	June 30,		December 31,
	2026		2025
Asset retirement obligations, beginning of period	$	17,833,000		$	13,937,000
Liability assumed		—			—
Additional layer		—			1,986,000
Accretion expense		1,103,000			1,910,000
Asset retirement obligations, end of period	$	18,936,000		$	17,833,000

12. WARRANT LIABILITIES

At the close of the Business Combination, the 11,500,000 Public Warrants (the “Warrants) issued at the time of PC4s initial public offering remained outstanding and became warrants for the Company.

The Warrants are accounted for in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the warrants are classified as a liability at its fair value, with the change in the fair value recognized in the Company’s consolidated statements of operations and other comprehensive loss. The Warrants are recorded at fair value based on the period-end publicly stated close price, which is a Level 1 input.

F-15

At June 30, 2026 and December 31, 2025, the fair value of the warrant liabilities was $1,105,150 and $4,843,800, respectively.

Changes in the fair value of warrant liabilities are as follows:

	June 30,
	2026
Balance at beginning of period	$	4,843,800
Liability assumed in business combination		—
Change in fair value		(3,738,650	)
Balance at end of period	$	1,105,150

13. FAIR VALUE MEASUREMENT

Recurring Fair Value Measurements

Warrant Liabilities — Public Warrants (Level 1)

The 11,500,000 Public Warrants assumed at the close of the Business Combination are classified as liabilities under ASC 815-40 and are measured at fair value on a recurring basis at each reporting date. Fair value is determined using the period-end publicly quoted closing price of the Warrants on Nasdaq, representing a Level 1 observable input requiring no significant estimation or adjustment. Changes in fair value are recognized in the consolidated statements of operations each reporting period.

Convertible Notes Payable — Senior Convertible Notes (Level 3)

The Senior Convertible Notes issued pursuant to the August Note Securities Purchase Agreement with 3i, LP are classified as financial liabilities under ASC 480-10 and are carried at fair value on a recurring basis. Fair value is determined using a hybrid historical/simulation model incorporating significant unobservable inputs, and accordingly the Senior Convertible Notes are classified as Level 3 fair value measurements. Changes in fair value are recognized in the consolidated statements of operations each reporting period. The key inputs and assumptions for the Senior Convertible Notes, including valuations as of the issuance dates, are presented in Note 9.

Equity-Linked Share Issuance Liability (Level 3)

The equity-linked share issuance liability arises from the freestanding financial instruments created under the Ordinary Share Purchase Agreement dated August 29, 2025 with Tumim Stone Capital LLC. The liability is measured at fair value on a recurring basis at each reporting date, with changes in fair value recognized in the consolidated statements of operations. Fair value is estimated using a Monte Carlo simulation, with the underlying share price modelled on geometric Brownian motion in a risk-neutral framework.

The simulation models the Company’s ordinary share price over the remaining term of the agreement and, at each simulated raise date, estimates the resulting VWAP Purchase Price. The value of the liability is calculated as the sum of the present values of (i) the VWAP Purchase Shares multiplied by the simulated share price on the expected VWAP Settlement Date and (ii) the VWAP Purchase Price multiplied by the VWAP Purchase Shares, discounted to the valuation date at the risk-free rate. Management’s estimate of the expected raise amount over the remaining term of the facility is a key input, reflecting the anticipated frequency and size of draws subject to the contractual trading volume limitations.

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The following table presents changes in the equity-linked share issuance liability measured using Level 3 inputs for the six months ended June 30, 2026:

	Equity-Linked Share Issuance Liability
Balance at December 31, 2025	$	426,000
Change in fair value		(197,779	)
Balance at June 30, 2026	$	228,221

For further detail on the contractual terms of the Ordinary Share Purchase Agreement giving rise to this liability, refer to Note 16.

The significant Level 3 assumptions used in the calculation of estimated discounted cash flow models vary depending on their application and may include projections of estimated quantities of gold resources and reserves, expectations for timing and amount of future development, operating and asset retirement costs, projections of future rates of production, expected recovery rates, and risk-adjusted discount rates.

Mineral Rights (Level 3)

The fair value of mineral rights acquired through the Purchase Agreement was determined at the acquisition date using an income approach. Key assumptions include long-term gold prices (average of $2,006/oz), level of gold production over the life of mine (3,885.4 koz), tonnes of ore processed (76.7 Mt), operating and capital expenditures, and a discount rate of 17.0%. The fair value was then adjusted on a relative fair value basis to match the total consideration paid, being the liabilities assumed. This is a Level 3 measurement. For further detail on the carrying value and subsequent movements in mineral rights, refer to Note 5.

Property, Plant and Equipment (Level 3)

The fair value of property, plant and equipment acquired through the Purchase Agreement was determined at the acquisition date using a combination of the open market approach, the comparative method, and the present replacement value approach, adjusted on a relative fair value basis. This is a Level 3 measurement. For further detail on property, plant and equipment, refer to Note 6.

Royalty Liabilities (Level 3)

The estimated fair value of the royalty liabilities assumed in connection with the Purchase Agreement was determined at the acquisition date using an income approach. Key inputs include long-term gold prices (average gold price of $2,006/oz), level of gold production over the life of mine (3,885.4 koz), tonnes of ore processed (76.7 Mt), and a credit-adjusted discount rate of 10.0%. This is a Level 3 measurement. For further detail on the royalty agreement and related liabilities, refer to Note 10.

Asset Retirement Obligation (Level 3)

BGL estimates the fair value of asset retirement obligations based on the projected discounted future cash outflows required to settle abandonment and restoration liabilities. Such an estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, what constitutes adequate restoration, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental and political environments. Asset retirement obligation fair value measurements in the current period were Level 3 fair value measurements. The estimated fair value of the asset retirement obligation was determined using an income approach. Layer 1 (recognized May 15, 2024) — remaining term 18.3 years, discount rate 12.5%, inflation rate 4.65%, market risk premium 5.5%; Layer 2 (recognized December 31, 2024) — remaining term 18.7 years, discount rate 11.0%, inflation rate 4.91%, market risk premium 5.0%; Layer 3 (recognized December 31, 2025) — remaining term 18.7 years, discount rate 13.0%, inflation rate 4.86%, market risk premium 5.0%. As further described in Note 11, BGL recognized the fair value of a liability for an asset retirement obligation at the close date of the Purchase Agreement. Future changes to underlying assumptions may result in revisions of the asset retirement obligation resulting in an adjustment to the asset retirement asset that is amortized prospectively using the unit of production method. The accretion expense for the six months ended June 30, 2026 and 2025 was $1,103,000 and $871,000, respectively.

Warrants (Level 3)

As disclosed in Note 9, the Company issued a total of 215,299 warrants pursuant to the August Note SPA. The warrants met the criteria for equity classification under ASC 815-40 and were recorded at their relative fair value in additional paid-in capital at the dates of issuance (September 3, 2025 and November 12, 2025). The aggregate fair value of $799,888 is not subject to remeasurement and was estimated using a Monte Carlo simulation, which incorporates significant unobservable inputs, including expected volatility (60%-65%), risk-free interest rate (3.6% - 3.7%) and expected term (5 years). As these inputs are not observable in the market, the fair value measurement of the warrants represents a Level 3 measurement.

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14. RELATED PARTY TRANSACTIONS

Related party balances with BIHL, FGRBPL and FGR

The Company has various related party transactions with FGRBPL, its parent, BIHL and BIHL’s consolidated subsidiaries. These transactions primarily relate to mine maintenance services provided by FGRBPL to BGBPL in connection with the TSA. In order to fund these transactions, at times, money is advanced to a BIHL consolidated entity, thereby creating a due from/due to balance. BIHL through its subsidiaries carry out the business activities of the mine and the amounts advanced are used to fund these activities. The break-out of this net balance due as of June 30, 2026 and December 31, 2025 by BIHL consolidated entity is as follows:

Legal entity name	As of June 30, 2026			As of December 31, 2025
	(due to)/ due from			(due to)/ due from
FGR-BPL	$	(3,617,908	)		$	(4,095,827	)
Future Global Resources Limited (“FGR”)		2,129,455				2,164,636
Blue International Holdings Limited (“BIHL”)		2,337,202				2,437,041
	$	848,749			$	505,850

At June 30, 2026 and December 31, 2025, BIHL and its consolidated subsidiaries owed the Company and its consolidated subsidiaries a net amount of $848,749 and $505,850, respectively, which is included in advance to related parties on the accompanying condensed consolidated balance sheets. The balance is due on demand. Interest is calculated on a monthly basis based on SOFR plus 1% on funds advanced as well as funds received. For the six months ended June 30, 2026 and 2025, a net amount of related party interest income of $510 and $44,953, respectively, was recorded in the condensed consolidated statements of operations and comprehensive loss and remains accrued at June 30, 2026 and is included in advance to related parties in the condensed consolidated balance sheets.

Other Related party balances

Prior to the close of the Business Combination, the sponsor of PC4 and another affiliated company advanced the Company funds to pay certain working capital costs. On June 25, 2025, BGL assumed $315,904 of these balances. At June 30, 2026 and December 31, 2025, the Company owed the sponsor of PC4, affiliated companies and a former officer an aggregate of $577,308 and $555,147, respectively, which is included in accounts payable – related party, net on the accompanying condensed consolidated balance sheets.

During the six months ended June 30, 2026, the Company incurred $1,615,000 of investor relations expenses to Kaela Ritchie, the spouse of the Company’s current Executive Chairman. In addition, at June 30, 2026, the Company accrued an additional $250,000 owed to Ms. Ritchie pursuant to advisory services. At June 30, 2026, $1,865,000 is included in accounts payable – related party, net on the accompanying condensed consolidated balance sheets. Mr. Clark was appointed Executive Chairman effective September 17, 2026.

At June 30, 2026 BGHL owed BCMP $24,986. At December 31, 2025, BCMP owed BGHL $24,098, being the balance owing pursuant to the December 2025 Securities Purchase Agreement net of the balance outstanding on June 25, 2025 from the consideration payable pursuant to the March 2025 Preferred Stock Purchase Agreement, which is included in advance to related parties on the accompanying condensed consolidated balance sheets.

15. STOCKHOLDERS’ DEFICIT

Share Issuances

As outlined in Note 16, during the six months ended June 30, 2026, the Company issued 2,049,784 Class A ordinary shares pursuant to the Ordinary Share SPA for net proceeds of $657,722.

During the six months ended June 30, 2026, the Company issued an aggregate of 4,126,947 Class A ordinary shares on conversion of Senior Convertible Notes, exercise of the Existing Warrants and the January Warrant, and exchange of the outstanding balances under the two Ritchie facility agreements.

Prior to the close of the Business Combination, FGR purchased 4,384,852 shares of BC2 for an amount of $2,480,727. The 4,384,852 ordinary shares of BC2 is equivalent to 394,204 Class A ordinary shares of the Company after the close of the Business Combination. The balance of $2,480,727 remained unpaid at June 30, 2026 and December 31, 2025 and is included within equity as subscription receivable.

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Conversion of Notes for Shares

As outlined in Note 9, during the six months ended June 30, 2026, the Company issued 3,847,058 Class A ordinary shares on conversion of Senior Convertible Notes and on exchange of the Ritchie facility agreements, and 279,889 Class A ordinary shares on exercise of the Existing Warrants and the January Warrant.

On May 5, 2026, the Company exchanged $2,820,749 of outstanding indebtedness under the two Ritchie facility agreements for 2,820,749 Class A ordinary shares with a fair value of $3,328,484 and recognized a loss on extinguishment of debt of $507,735.

On April 2, 2026, the Company issued 2,447,500 Class A ordinary shares to its then chief executive officer pursuant to the April 2026 Grant, and recognized share-based compensation of $473,170 during the six months ended June 30, 2026.

Warrants

3i Warrants

The Company issued 215,299 warrants in connection to the Senior Convertible Notes Agreement in Note 9. The warrants are equity treated and had an issuance date fair value of $799,888 which is included in additional paid-in capital. The warrants were exercised for 215,299 Class A ordinary shares in January 2026.

Stock Based Compensation

Pursuant to a Letter of Appointment, on May 6, 2025, the Company and a member of the Board, agreed to settle $50,716 in outstanding fees owed to the director by the Company for prior consulting services by the issuance of 5,072 of the Company’s Class A ordinary shares. On December 12, 2025, in connection with the settlement, the Company and the director entered into a Securities Agreement for the issuance of 5,072 Class A ordinary shares as payment in full. The shares were issued on December 19, 2025.

On September 1, 2025, the Company entered into a consultancy services agreement with an unaffiliated vendor, Sameer Salgar, pursuant to which the Company agreed to pay Mr. Salgar 10,000 Class A ordinary shares as compensation for services performed. On December 12, 2025, in connection with the Salgar Consultancy Services Agreement, the Company and Mr. Salgar entered into a Securities Agreement for the issuance of 10,000 Class A ordinary shares as payment in full. The issuance of these shares is subject to ASC 718. Under ASC 718, compensation associated with equity-classified awards is measured at fair value upon the grant date. Stock-based compensation of $32,301 was recognized in general and administrative expenses on the 2025 consolidated statement of operations and other comprehensive loss.

On November 4, 2025, the Company entered into a Consultancy Services Agreement with Think Katalyst LLC pursuant to which the Company agreed to pay Think Katalyst 500,000 Class A ordinary shares as compensation for services performed. On December 12, 2025, in connection with the Think Katalyst Consultancy Services Agreement, the Company and Think Katalyst entered into a Securities Agreement for the issuance of 500,000 Class A ordinary shares as full payment. The issuance of these shares is subject to ASC 718. Under ASC 718, compensation associated with equity-classified awards is measured at fair value upon the grant date, determined by the stock price at that date. For the six months ended June 30, 2026, the remaining unrecognized expense of $538,333 was recognized in general and administrative expenses on the consolidated statements of operations and other comprehensive loss.

16. COMMITMENTS AND CONTINGENCIES

Termination of Mining Leases

On September 20, 2024, FGR-BPL, the previous leaseholder of the Bogoso Prestea Mine, received a notice of termination of mining leases (the “Commission Notice”) from the Minerals Commission of Ghana (the “Minerals Commission”) alleging violations of the related leases. After the Commission Notice, the Minerals Commission formed an Interim Management Committee (“IMC”), and the IMC assumed managerial control of the mine site. On November 12, 2024, contrary to Section 27(5) of the Minerals and Mining Act, the Minister for Lands and Natural Resources purportedly granted the mine to Heath Goldfields. BGHL and the Previous Leaseholder, pursuant to the Minerals and Mining Act 2006 (Act 703) (the “Mining Act”), actively dispute the contents and legality of the Commission Notice and the appointment of an IMC and the grant of the mine to Heath Goldfields.

F-19

On October 14, 2024, BGL delivered notice to the Republic of Ghana requesting settlement of BGL’s dispute pursuant to the Agreement between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the Republic of Ghana for the Promotion and Protection of Investments, signed in Accra on March 22, 1989 and entered into force on October 25, 1991 (“UK-Ghana BIT”). On April 2, 2025, BGHL served a notice of arbitration on the Republic of Ghana to commence international arbitration proceedings against the Republic of Ghana pursuant to Article 10 of the UK-Ghana BIT. On June 6, 2025, the Republic of Ghana submitted its response to the notice of arbitration in which it contested jurisdiction and disputed the validity and merits of BGL’s claims and agreed to have a three-person tribunal hear the dispute and for it to be administered by an arbitral institution (the Permanent Court of Arbitration in The Hague). On December 8, 2025 a three-person tribunal was constituted. On February 19, 2026, the arbitral tribunal and parties to the arbitration attended an inaugural procedural conference, which focused on establishing the procedural framework of the arbitration.

Pending the resolution of the dispute, BGHL has been advised by Kimathi & Partners, Corporate Attorneys (“Kimathi & Partners”), its legal counsel in Ghana, that pursuant to Section 27(5) of the Mining Act, the mineral right, its term and area held in the Bogoso Prestea Mine at the time of the Commission Notice, shall continue without diminution until thirty days after the resolution of the dispute.

On December 18, 2024, the Company filed an application for judicial review with The High Court of Justice (Commercial Division) (the “High Court”) requesting that the court grant an order returning the managerial control of the Bogoso Prestea Mines to BGBPL and FGRBPL.

On December 18, 2024, the Company also filed an Injunction Application pending the court’s determination of the application for judicial review. Under the Injunction Application, the Company sought to prohibit the respondents, which include the IMC and the Ghanaian Minister of Lands and Natural Resources, from (1) taking possession or control of the Bogoso Prestea Mines, (2) requesting parliamentary approval of any mining lease over the Bogoso Prestea Mines, and (3) taking any steps related to approving the transfer of the Bogoso Prestea Mines.

On December 23, 2024, the Economic and Organised Crimes Office (“EOCO”) commenced an investigation into alleged fraud connected with the attempted acquisition of the Bogoso Prestea Mines by Heath Goldfields Limited. In accordance with its powers set forth in Section 33 of the Economic and Organised Crime Act, 2010 (Act 804) and their pending investigation, EOCO froze the attempted acquisition by Heath Goldfields Limited of the Bogoso Prestea Mines pending the completion of their investigation.

On January 27, 2025, the Company filed an Application For Contempt of Court with the High Court alleging that the IMC’s continued control, possession, and management of the Bogoso Prestea Mines and engagement with Heath Goldfields Limited for the purposes of handing over the Bogoso Prestea Mines to Heath Goldfields Limited was in violation of the judicial review application and injunction application that were served upon them, thus contemptuous.

On February 10, 2025, the EOCO dismissed its preliminary investigation into the transactions between Heath Goldfields and the Minerals Commission following allegations of falsification of official documents due to insufficient evidence.

On March 20, 2025, the High Court dismissed Heath Goldfields Limited’s application to strike the Company’s judicial review application as without merit. The High Court also dismissed the Company’s judicial review application to quash the decision of the Minister of Lands and Natural Resources and stated that the Company and FGR did not properly invoke the jurisdiction of the court.

On July 5, 2025, the Ministry of Lands and Natural Resources issued a stop work notice to Heath Goldfields on the Bogoso-Prestea Mine giving them 120 days to remedy all breaches and carry out essential services.

On November 18, 2025, the Supreme Court of Ghana dismissed an application for an order for certiorari filed by FGRBPL and BGBPL. The ruling was not on the merits of Blue Gold’s claim but rather responding to a procedural question about whether the High Court had properly denied itself jurisdiction to consider the first application for judicial review before it.

F-20

On December 30, 2025, Heath Goldfields released a public statement claiming that the Minerals Commission and Environmental Protection Authority have issued operating permits for the Bogoso Prestea Mine to them.

On January 12, 2026, the High Court upheld a preliminary legal objection filed by the Attorney-General against the injunction application pending the determination of the Human Rights Application. The High Court was of the view that an order for injunction was not necessary and accordingly struck out the injunction application.

On February 23, 2026, the Company announced that it has withdrawn its suits pending before the Courts of Ghana to concentrate its legal efforts and resources on the ongoing international arbitration proceedings. The international arbitration against the Republic of Ghana remained pending as of June 30, 2026 and through the date these condensed consolidated financial statements were available to be issued.

In the event the arbitration outcome or any of these actions is favorable to the existing mining leases, successful mine development, infrastructure construction, and mineral production is dependent on obtaining all necessary consents, approvals, licenses, and funding for a successful design, construction, and operation of efficient mining, processing, and transportation facilities. No assurance can be given that we will be able to resolve the lease dispute or obtain all necessary consents, approvals licenses, and funding in a timely manner, or at all. If the outcome of the arbitration is unfavorable, it will adversely affect the value of BGL’s business. Delays or difficulties in obtaining a favorable arbitration outcome or in obtaining relevant approvals, may interfere with future mining operations or plans of BGL, which will materially impact our business and financial position in the future.

Due to the uncertainty surrounding the outcome of the lease dispute with the Government of Ghana, and the possibility that the mining leases may not be returned to BGBPL, there is a material uncertainty that BGL will be able to undertake its business plan to restart the Bogoso Prestea mine. If the Company is not successful with its arbitration proceedings with the Republic of Ghana, the leases may be relinquished which will reduce the mineral rights value reflected in BGL’s balance sheet to zero.

Royal Gold Stream Agreement

An obligation for the transfer of mining assets under the Purchase Agreement is the assumption by BGBPL of the previous leaseholder’s stream agreement with RGLD Gold AG (“Royal Gold”). Royal Gold has the right to purchase 5.5% of payable gold produced from the Bogoso Prestea Mine. The cash purchase price for gold is 30% of the spot price of gold per ounce delivered.

Gold Advance Payment Purchase Agreements

In August 2024, BGL signed a Gold Advance Payment Purchase Agreement (“GAPPA”) with Gerald Metals SARL (“Gerald”), whereby, subject to satisfying several conditions precedent, Gerald will make advance payments of up to an aggregate of $25,000,000 to fund restart costs. All advance payment amounts, plus interest accruing and compounding daily at 7% plus three-month SOFR per annum, are required to be prepaid 24 months after the date of the first advance payment disbursement. Until such time as all such amounts are paid in full, Gerald is granted a first ranking perfected security interest over all of BGBPL’s assets, including real property, machinery, and equipment, its mining license, each with regard to the Bogoso Prestea mine, and certain other assets. In consideration of the advance payment, BGBPL will sell 100% of the total material produced at the Bogoso and Prestea site to Gerald for a period of 60 months after the offtake commencement date at a discount as defined in the agreement. The total amount of material sold will be no less than 760,000 oz of gold, delivered pursuant to a prescribed delivery schedule, and such 60 month period can be extended until such amount is delivered. Pursuant to the GAPPA, Gerald was also granted a right of first refusal to participate in the development funding of certain future projects. In addition, the GAPPA includes an undertaking that Blue Gold Limited will become a party to the GAPPA. The GAPPA gives Gerald the option to convert the advance payment, or part thereof, into shares and warrants of Blue Gold Limited. Under Tranche A, $15.0 million of advance payment could be converted to Blue Gold Limited shares up to 10 business days after Listing. The conversion price into BGL shares will be calculated on the basis of a conversion into BGL shares at $0.43 cents and then applying the BCA conversion into BGL shares achieved by BGL at the time of the Listing. Each share is paired with a warrant as part of Tranche A, giving the right to purchase shares at the listing price (cash exercise) for a period of 24 months following the date of issue of the warrants. Under Tranche B, $10.0 million of advance payment can be converted to Blue Gold Limited shares for a period of 24 months after the first disbursement of the advance payment. Under Tranche B, Gerald can elect to convert on the earlier of (i) the Listing; or (ii) during the first calendar month of commercial production. If the conversion under Tranche B takes place prior to Listing, the conversion price shall be 100 cents per share in BGL, if the conversion is after Listing, the conversion price shall be the initial listing price. Each share is paired with a warrant as part of Tranche B giving the right to purchase shares at the listing price (cash exercise) for a period of (i) 24 months following the date of issue of the warrants if they elect to exercise Tranche B prior to the Listing, or on the IPO date, or within 12 months following the date of last disbursement of the Advance Payment, or (ii) 12 months if Gerald elects to convert after the 12 Month following the date of last disbursement of the Advance Payment. Furthermore, the GAPPA gives Gerald the right, for the duration of the agreement, to two Board seats on BGL and BGBPL.

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Mining Equipment Supply Framework Agreement

In September 2024, BG-BPL signed a Mining Equipment Supply Framework Agreement with Attachy, whereby Attachy will procure certain goods and equipment necessary for the restart of the Bogoso Prestea mine, up to a total value of $8.0 million. BG-BPL must repay to Attachy the equipment purchase price plus a mark-up of 30% of such price. Repayment of the purchase price and mark-up amount will commence three months after an equipment purchase and will be repaid over seven equal monthly installments. There were no purchases under this agreement during the six months ended June 30, 2026 and 2025.

Purchase Agreement for the Mampon Gold and Copper Mining Lease in Ghana

On September 17, 2025, the Company entered into a conditional Agreement for the Purchase of the Mampon Gold and Copper Mining Lease (“Mampon”) in Ghana (the “Mampon Purchase Agreement”) with FGR Bogoso Prestea Limited (“FGRBPL”) to acquire up to a 90% interest in the company that will own Mampon (the “License-Holding Company”) located in Ghana’s Ashanti Gold Belt. The closing conditions include requirements to comply with Ghana regulations, including the transfer of a 10% ownership interest in the License-Holding Company to the government of Ghana. FGRBPL will receive two payment tranches, as follows:

●

First Tranche: Subject to certain closing conditions, including the approval of the licensing assignment by all relevant parties, including the government of Ghana, the Company will pay $15 million to FGRBPL for a 50% stake in a Special Purpose Vehicle, which will own the License-Holding Company (the “SPV”). The consideration will be paid by issuing 750,000 Class A ordinary shares to FGRBPL. Following the expiry of ninety (90) consecutive trading days immediately after the First Tranche Completion, such consideration shall be adjusted as follows:

if the VWAP Price over that period is less than $20.00 but not less than $10.00, the Company will issue additional Class A ordinary shares to the FGRBPL as is necessary to ensure that the aggregate value of the First Tranche Consideration Shares (calculated by reference to the VWAP Price) equals $15 million;

if the VWAP Price is equal to or greater than $20.00, no additional Class A ordinary shares shall be issued; and

if the VWAP Price is less than $10.00, the maximum number of First Tranche Consideration Shares to be issued shall be 1,500,000 Class A ordinary shares.

●

Second Tranche: At the option of the Company, at any time between 12 and 18 months following the date of the Purchase Agreement, independently verified resource upgrades in accordance with the standards of Regulation S-K 1300 of the Securities Act above an initial threshold of 300,000 oz of gold will be paid for by the Company by issuing shares in accordance with the following value:

○

Up to $55 per ounce of gold (capped at 6 million ounces);

○

Up to $50 per ton of copper (capped at 4 million tons); and

○

if the option is exercised, FGR BPL will transfer the remaining 50% stake in the SPV to the Company.

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Loan Facility

On November 4, 2025, the Company entered into a Loan Agreement with City First Capital Pty Ltd (“City First”) that provides for a loan facility in the aggregate principal amount of AUD$100 million, available in full, subject to the satisfaction of certain conditions precedent, including but not limited to, evidence to the Lender’s satisfaction of the resolution of the dispute over the Bogoso and Prestea mining lease between the Company and the Government of Ghana. The loan will be used exclusively to restart the Bogoso and Prestea mine, including any associated working capital costs.

The loan matures on November 3, 2029. The loan is subject to a 24% per annum interest rate, or AUD$6,000,000, to be paid quarterly. We may elect to repay the loan in whole or in part prior to maturity, subject to a termination fee equal to 6 months interest payable, to be paid on the quarterly interest payment date. On November 17, 2025, the loan agreement was amended to (1) amend the cancellation provision of the loan agreement to state that either party may cancel the loan agreement prior to drawdown with no further financial obligation to the other party, other than the Establishment Fee, if the Conditions Precedent have not been met by December 16, 2025, and (2) to amend the definition of the Establishment Fee to be 250,000 Class A ordinary shares of the Company due upon signing of the Amendment but settled no later than December 1, 2025.

On December 16, 2025, the loan agreement was further amended to (1) amend the cancellation provision of the loan agreement to state that either party may cancel the loan agreement prior to drawdown with no further financial obligation to the other party, other than the Establishment Fee, if the Conditions Precedent have not been met by December 31, 2025, and, to insert that a registration statement incorporating the Establishment Shares will be filed no later than December 31, 2025.

The loan agreement contains customary affirmative and restrictive covenants and representations and warranties. We are bound by certain affirmative covenants setting forth actions that are required during the term of the loan agreement, including, without limitation, (i) the use of the loan for the Authorized Purpose, (ii) maintenance of all required consents, authorizations and similar approvals to carry on our business, (iii) notification of City First of any event of default under the loan agreement, (iv) delivery of information concerning any litigation, arbitration or similar disputes and (v) compliance with the terms of the loan agreement. Additionally, we are bound by certain restrictive covenants setting forth actions that are not permitted to be taken during the term of the loan agreement, including, without limitation, (i) commencement of any insolvency, liquidation, bankruptcy or similar actions, without the consent of City First and (ii) refrainment from any actions that prejudice any part of the loan agreement or any related agreement. Upon the occurrence of an event of default, the Lender may, among other things, accelerate the Company’s obligations under the loan agreement (including all obligations for principal, interest and additional interest payable in the event of default, as described in the loan agreement, and any applicable prepayment premiums).

On December 1, 2025, 250,000 Class A ordinary shares were issued under this agreement with a fair value of $1,037,500 and recorded in additional paid in capital. At June 30, 2026 and December 31, 2025, there were no drawdowns under this agreement.

Ordinary Share Purchase Agreement and Registration Rights Agreement

On August 29, 2025, the Company entered into an Ordinary Share Purchase Agreement with Tumim Stone Capital LLC (the “Ordinary Share SPA”), pursuant to which the Company may sell up to an aggregate $75 million of newly issued Class A ordinary shares (the “VWAP Purchase Shares”) to an investor at the Company’s option, subject to certain conditions, at a price per share equal to (i) 0.97 multiplied by the lowest daily VWAP of the Class A ordinary shares during the applicable VWAP Purchase Valuation Period (as defined in the Ordinary Share SPA), provided that the parties to the Ordinary Share SPA may mutually agree to a different price if a Form F-3 is being used to register the VWAP Purchase Shares. In consideration for entering into the Ordinary Share SPA, on September 3, 2025, the Company issued to the investor 69,419 Class A ordinary shares (the “Commitment Shares”).

F-23

Also on August 29, 2025, the Company entered into a Registration Rights Agreement with the investor requiring the Company to register for resale the VWAP Purchase Shares and the Commitment Shares. The Registration Rights Agreement requires the Company to prepare and file a registration statement with the SEC within 30 calendar days after the date of the Registration Rights Agreement to register the resale of the VWAP Purchase Shares and the Commitment Shares and cause such registration statement to be effective within 60 calendar days after the date of the Registration Rights Agreement, if the registration statement is subject to review by the SEC, and if the Company has been notified by the SEC that the registration statement will not be reviewed by the SEC, within 15 trading days after such notification.

On November 24, 2025, the parties amended the Ordinary Share SPA to provide that at the Company’s option, the Company may sell the VWAP Purchase Shares either (i) at a price per share equal to (x) 0.95, multiplied by (y) the lower of (A) the Closing Sale Price on the applicable Trading Day and (B) the VWAP on the applicable Trading Day during a one- (1-) day VWAP Purchase Valuation Period (as defined in the Ordinary Share SPA) or (ii) at a price per share equal to (x) 0.97, multiplied by (y) the lowest VWAP of the Class A ordinary shares during a three- (3-) day VWAP Purchase Valuation Period.

Additionally, the VWAP Purchase Maximum Amount (as defined in the Ordinary Share SPA) was amended to mean (a) with respect to a VWAP Purchase made pursuant to Section 3.1 where the VWAP Purchase Valuation Period consists of one (1) Trading Day, such number of Class A ordinary shares equal to the lower of: (i) the product (rounded up or down to the nearest whole number) obtained by multiplying (A) the daily trading volume in the Class A ordinary shares on the Trading Market (or Eligible Market, as applicable) on the applicable VWAP Purchase Exercise Date for such VWAP Purchase by (B) 0.20; and (ii) the quotient obtained by dividing (A) $2,000,000, by (B) the VWAP on the VWAP Purchase Exercise Date, and (b) with respect to a VWAP Purchase made pursuant to Section 3.1 where the VWAP Purchase Valuation Period consists of three (3) Trading Days, such number of Class A ordinary shares equal to the lower of (i) the product (rounded up or down to the nearest whole number) obtained by multiplying (A) the daily trading volume in the Class A ordinary shares on the Trading Market (or Eligible Market, as applicable) on the applicable VWAP Purchase Exercise Date for such VWAP Purchase by (B) 0.40; and (ii) the quotient obtained by dividing (A) $3,000,000, by (B) the VWAP on the VWAP Purchase Exercise Date (in each case to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction during the applicable period); provided however, that the investor may waive this limit if Form F-3 is being used to register the Registrable Securities (as defined in the Registration Rights Agreement). All capitalized terms not defined in this paragraph shall have the meanings ascribed to them in the Ordinary Share SPA, as amended.

The Ordinary Share SPA gives rise to freestanding equity-linked financial instruments, including (i) the Class A Ordinary Shares to be issued pursuant to VWAP Purchase Notices, (ii) the commitment fee obligation and (iii) the VWAP Purchase mechanism. Each component represents a share-issuance obligation that is evaluated as an equity-linked contract. The instruments are not within the scope of ASC 480 because they are not mandatorily redeemable, do not embody an obligation to repurchase the Company’s equity shares.

The Company issued the 69,419 Commitment Shares on September 3, 2025 with a fair value of $669,893 on issuance date recorded in additional paid in capital. For the six months ended June 30, 2026, the Company issued 2,049,784 Class A ordinary shares pursuant to the Ordinary Share SPA for net proceeds of $657,722. At June 30, 2026 and December 31, 2025, the fair value of the equity-linked share issuance liability was $228,221 and $426,000, respectively, and is recorded in equity-linked share issuance liability on the accompanying condensed consolidated balance sheets.

F-24

Shareholder Actions

On July 28, 2025, RCF VII Sponsors LLC, the former sponsor of Perception Capital Corp. IV, and S&R Capital Ltd. (together, “Plaintiffs”) filed an originating summons against the Company in the Grand Court of the Cayman Islands (the “Court”). Plaintiffs seek a declaration that the Class A ordinary shares received in exchange for Perception shares are unrestricted shares, as such term is defined in the Company’s Memorandum and Articles of Association (the “Pending Action”). The Company believes this claim has no merit and intends to vigorously defend against it. This claim poses a reasonable possibility of loss to the Company, but the Company is unable to reasonably estimate an amount or range of reasonably possible loss at this time.

On August 29, 2025, the Company filed a Form 6-K to provide its notice and proxy statement related to the extraordinary general meeting of shareholders (the “EGM”) that was scheduled to be held on September 8, 2025. Subsequently, the Plaintiffs filed an application for an interim injunction with the Court (the “Injunction Proceeding”) to prevent the Company from holding such EGM. The Injunction Proceeding was brought before the Court ex parte by the Plaintiffs.

On September 5, 2025, the Court issued an interim injunction in favor of the Plaintiffs. On September 10, 2025, the Company filed a Form 6-K disclosing that the directors of the Company have determined to postpone the EGM indefinitely. Following a hearing on September 22 and 23, 2025, the Court ordered the conversion of the originating summons proceedings to a writ action and gave directions for the exchange of full pleadings and further evidence, leading to a trial of preliminary issues which was heard on November 20, 2025 and November 21, 2025. In addition, at this hearing, the Court also heard arguments from the parties in relation to whether to continue, discharge or vary the injunction. On May 14, 2026, the Company announced that the Court had issued its judgment on three preliminary issues, determining that the Plaintiffs’ Class A ordinary shares are Unrestricted Shares as defined in the Company’s Amended and Restated Memorandum and Articles of Association, clarifying the composition of the class of shareholders whose consent is required under Article 30 of those articles, and holding that the Company cannot validly proceed to a vote on the relevant EGM resolution until such consent is validly obtained. The Court ordered that the existing interim injunction continue until trial or further order. By order dated July 20, 2026, the Court ordered the Company to take all steps within its power to remove any restrictions and restrictive legends affecting the Plaintiffs’ Class A ordinary shares and to pay the Plaintiffs’ costs of the trial of the preliminary issues, including a payment on account of US$100,000, which has since been paid. On July 31, 2026, the Company filed a Notice of Appeal with the Cayman Islands Court of Appeal together with an application to stay the July 20, 2026 order pending determination of the appeal. The remaining aspects of the Plaintiffs’ claim and the Company’s counterclaim for rectification of its share register remain pending. The Company continues to believe the claim has no merit and intends to defend it vigorously. This claim poses a reasonable possibility of loss to the Company, but the Company is unable to reasonably estimate an amount or range of reasonably possible loss at this time.

Gold Sale and Purchase Agreement

On December 1, 2025, Blue Goldmine FZCO, a wholly-owned subsidiary of Blue Gold Limited, organized and existing under the laws of United Arab Emirates (the “Buyer”), entered into a Sale and Purchase Agreement (the “Agreement”) with Hudson Dunes FZCO, a company incorporated and existing under the laws of the United Arab Emirates (“Hudson Dunes”), which establishes a framework under which Hudson Dunes shall make available to the Buyer, on a call-off basis, up to one million (1,000,000) troy ounces of gold over the duration of the Agreement. The purchase price will be determined as a product of the net weight multiplied by the purity and LBMA Fix (as defined within the Agreement). The payment to Hudson Dunes is due within two business days in the form of cleared funds or USDC (or any other mutually acceptable digital currency).

The Agreement also provides that Hudson Dunes shall make available to the Buyer a $100 million secured funding facility to finance purchases under this agreement. Gold financed under the facility will be subject to a first-ranking lien over the gold in favor of Hudson Dunes. Hudson Dunes will receive 50% of the profit margin generated from onward sale or tokenization of such financed gold as repayment for the amount borrowed under the secured funding facility.

Entry into Trading Facility Agreement

On December 1, 2025, Blue Goldmine FZCO entered into a $15,000,000 gold trading facility agreement (the “Facility”) with Hudson Dunes and BGL, to finance the purchase and sale of gold on a transactional and revolving basis. Pursuant to the Facility, the Borrower may utilize the funds to finance specific gold trades that meet agreed eligibility criteria. The Facility bears interest at a rate per annum equal to the Lender’s cost of finance for the Facility (expected to be approximately SOFR plus 4%). The positive margins generated from gold trades will be shared between the Borrower and Hudson Dunes on a 2:1 basis, whereby two parts will be allocated to the Borrower and one part will be allocated to Hudson Dunes.

The obligations under the Facility are secured by a corporate guarantee provided by BGL to repay amounts owed by the Borrower under the Facility in excess of the Cash Collateral Contribution. The Borrower will provide to Hudson Dunes a cash collateral of $5 million (the “Cash Collateral Contribution”). The Facility contains customary conditions precedent, covenants, including reporting requirements pertaining to gold trades.

F-25

The Facility will be available from the date that the Cash Collateral Contribution is paid to Hudson Dunes and until the earlier of (i) December 31, 2026 and (ii) termination in accordance with the terms of the Facility. On January 12, 2026, the Facility was amended to include Blue Gold Holdings Limited as an additional Borrower alongside Blue Goldmine FZCO, and to amend the Cash Collateral Contribution to be ‘up to’ $5,000,000, and, the Facility to be three (3) times the Cash Collateral Contribution up to a maximum of $15,000,000.

17. INCOME TAXES

The Company’s effective income tax rate was 0% for each of the six months ended June 30, 2026 and 2025. The Company is a Cayman Islands exempted company and is not subject to income tax in the Cayman Islands. Its operating subsidiaries are subject to tax in the United Kingdom, Ghana, Ireland, the United Arab Emirates and the United States. No income tax expense or benefit was recorded for the six months ended June 30, 2026 or 2025 because the Company incurred losses in each taxing jurisdiction in which it operates and continues to maintain a full valuation allowance against its net deferred tax assets. The Company had no material uncertain tax positions at June 30, 2026 or December 31, 2025.

The valuation allowance relates to deferred tax assets for certain items that will be deductible for income tax purposes under very limited circumstances and for which the Company believes it is not more likely than not that it will realize the associated tax benefit. However, in the event that the Company determines that it would be able to realize more or less than the recorded amount of net deferred tax assets, an adjustment to the deferred tax asset valuation allowance would be recorded in the period such a determination is made. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax planning strategies in making this assessment. Based upon the levels of historical taxable income, projections of future taxable income and the reversal of deferred tax liabilities over the periods in which the deferred tax assets are deductible, management believes it is more-likely-than-not that the Company will not realize the benefits of its net deferred tax assets. Accordingly, the Company continued to record a full valuation allowance against its net deferred tax assets at June 30, 2026 and December 31, 2025.

The Company recognizes interest and penalties relating to uncertain tax positions in income tax expense. No amounts were recorded for the six months ended June 30, 2026 or 2025.

The Company files income tax returns as prescribed by tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. The Company has no open income tax audits with any taxing authority as of June 30, 2026. The Company remains subject to income tax examination by domestic and foreign tax authorities for the years 2024 through 2026.

18. SUBSEQUENT EVENTS

Subsequent events have been evaluated through October 8, 2026, which represents the date the condensed consolidated financial statements were available to be issued, and those that are material to the condensed consolidated financial statements are included below.

Notification of Nasdaq Listing Deficiencies

On July 1, 2026, the Company received a formal notification from The Nasdaq Stock Market LLC (“Nasdaq”) stating that, based on the closing bid price of the Company’s Class A ordinary shares for the last 30 consecutive business days, the Class A ordinary shares no longer comply with the minimum bid price requirement of $1.00 per share for continued listing on the Nasdaq Global Market set forth in Nasdaq Listing Rule 5550(a)(2). Also on July 1, 2026, the Company received a separate deficiency letter stating that the Market Value of Listed Securities of the Class A ordinary shares had been below the $50 million minimum requirement for the preceding 30 consecutive business days, and that the Company therefore no longer meets the minimum Market Value of Listed Securities requirement set forth in Nasdaq Listing Rule 5550(b)(2). The Company has been afforded a compliance period of 180 calendar days from the date of each notification, or until December 28, 2026, to regain compliance. To regain compliance with the minimum bid price requirement, the closing bid price must be at least $1.00 per share for a minimum of 10 consecutive business days during the compliance period; to regain compliance with the Market Value of Listed Securities requirement, the Company’s Market Value of Listed Securities must close at $50 million or more for a minimum of 10 consecutive business days during the compliance period. The notifications have no immediate effect on the listing or trading of the Company’s Class A ordinary shares or public warrants.

On July 24, 2026, the Company received a written notification from Nasdaq advising that, based on Nasdaq’s review of the Company’s Market Value of Publicly Held Shares for the last 30 consecutive business days (June 10, 2026 through July 23, 2026), the Company no longer satisfies the minimum Market Value of Publicly Held Shares requirement of $15,000,000 for continued listing on the Nasdaq Global Market under Nasdaq Listing Rules 5450(b)(2) and 5450(b)(3)(C). In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days, or until January 20, 2027, to regain compliance, which requires the Market Value of Publicly Held Shares to close at $15,000,000 or more for a minimum of ten consecutive business days during the compliance period. If the Company does not regain compliance before the expiration of the compliance period, its securities will be subject to delisting, at which time the Company may appeal the delisting determination to a Nasdaq Hearings Panel. The Company may alternatively apply to transfer its listing to the Nasdaq Capital Market.

F-26

Deed of Settlement and Conversion

On July 8, 2026, the Company, Blue Gold Bogoso Prestea Ltd (“BGBPL”), Future Global Resources Limited (“FGRL”) and FGR Bogoso Prestea Ltd (“FGR”) entered into a Deed of Settlement and Conversion (the “Deed”) relating to certain liabilities and obligations arising in connection with the Bogoso-Prestea asset acquisition completed pursuant to the Purchase and Assumption Agreement dated January 27, 2024. Under the Deed, (i) FGRL confirmed that the GSR Liabilities, including the Contingent Consideration Liabilities and the NSR Royalty Payments, remain liabilities of FGRL and do not pass to BGBPL, and BGBPL is released from any obligations with respect to such liabilities; (ii) US$3,617,908 of accounts payable owed by BGBPL to FGR is to be satisfied by the issuance by the Company of 3,617 shares of Series A Perpetual Convertible Preferred Stock to FGRL; and (iii) a US$3,500,000 deposit held at CalBank, constituting an Environmental Protection Agency bond for an asset retirement obligation, is to be assigned to BGBPL, in consideration for which the Company is to issue 3,500 shares of Series A Perpetual Convertible Preferred Stock to FGRL.

Series A Perpetual Convertible Preferred Stock

The Series A Perpetual Convertible Preferred Stock to be issued pursuant to the Deed has the following key terms: each share is convertible into 1,000 Class A ordinary shares; the shares are non-voting; there is no mandatory redemption; the Company may redeem the shares at its option after 12 months at face value; holders may convert the shares after 12 months, subject to the Conversion Cap described below; and, upon a change of control, holders receive the same consideration as holders of Class A ordinary shares on an as-converted basis.

Conversion of the Series A Perpetual Convertible Preferred Stock into Class A ordinary shares is subject to a cap of 19.99% of the ordinary shares outstanding immediately prior to the issuance of the preferred stock, in compliance with the Nasdaq Listing Rules. Stockholder approval is required to exceed the Conversion Cap, and the Company intends to seek such approval at a future meeting of shareholders. The Deed provides that, if any delay in obtaining stockholder approval would seriously jeopardize the financial viability of the Company, the Company may rely on the financial viability exception under Nasdaq Listing Rule 5635(f), subject to applicable approvals and shareholder-notice and public-announcement requirements

Extraordinary General Meeting and Annual General Meeting

The Company held an extraordinary general meeting of shareholders on July 24, 2026, at which a total of 25,123,131 votes, representing approximately 58.019% of the votes exercisable as of July 7, 2026, record date, were present in person or by proxy. Shareholders approved, as an ordinary resolution, a reverse stock split consolidating all of the Company’s authorized shares at a consolidation ratio of not less than one-for-two and not more than one-for-two hundred, with the Board authorized to determine the final ratio and to implement the reverse stock split in its sole discretion at any time prior to July 24, 2027, by 24,958,643 votes for (99.351% of votes cast) and 163,119 votes against (0.649%), with 1,369 abstentions. Shareholders also approved, as a special resolution, an amendment and restatement of the Company’s Memorandum and Articles of Association to reflect the reverse stock split, including the corresponding increase in the par value of each authorized share and the proportionate reduction in the number of authorized shares, by 24,964,312 votes for (99.379% of votes cast) and 155,933 votes against (0.621%), with 2,886 abstentions. The reverse stock split had not been effected as of the date these condensed consolidated financial statements were available to be issued and accordingly share and per-share amounts in these condensed consolidated financial statements have not been retroactively adjusted.

The Company’s 2026 annual general meeting of shareholders, originally scheduled for July 13, 2026, was postponed due to insufficient proxy votes to establish a quorum and was held on July 24, 2026. A total of 21,977,873 votes, representing approximately 53.818% of the votes exercisable as of the May 27, 2026 record date, were present in person or by proxy. Shareholders re-elected Candice Beaumont as a Class I director by 15,531,751 votes for (85.985% of votes cast) and 2,531,537 votes against (14.015%), with 3,914,585 abstentions.

Cayman Islands Litigation

By order dated July 20, 2026, following a consequential hearing of preliminary issues, the Court determined that (i) on a proper construction of the Company’s Amended and Restated Memorandum and Articles of Association passed on June 10, 2025 and effective from June 24, 2025 (the “Articles”), all Class A Ordinary shares purportedly owned by the Plaintiffs in the Company are Unrestricted Shares, as defined in Article 2 of the Articles, and (ii) for the purpose of Article 30 of the Articles, the shareholders within the relevant class for the purpose of effecting the variation of the Articles set out in the Notice of Extraordinary General Meeting dated August 29, 2025 to add a new Article 39 (the “Affected Class”) comprises (a) all Unrestricted Shares owned at the relevant record date by persons who received those shares because they owned shares in Perception Capital Corp. IV that were not redeemable in the Business Combination, and (b) all Unrestricted Class A Ordinary Shares issued upon exercise of any warrants issued or assumed by the Company in the Business Combination.

The Court also determined that the Company did not obtain consent in writing of the holders of a majority of the issued shares in the Affected Class, as required by Article 30 of the Articles, before calling the EGM to vote on the resolution to insert a new Article 39. The Court ordered that, consequential on the declaration regarding the Plaintiffs’ shares, the Company shall take all steps within its power as issuer, including giving all necessary directions and instructions to Continental Stock Transfer & Trust Company, to remove any restrictions and/or restrictive legends affecting the Plaintiffs’ Class A Ordinary shares in the Company imposed or directed by the Company, any issuer or any transfer agent preventing them from being treated as Unrestricted Shares in the Company. The Court also ordered that the Company cannot validly proceed to a vote on the resolution to insert a new Article 39 into the Articles unless and until it has obtained written consent from the Affected Class.

F-27

The Court also continued the injunction granted on September 5, 2025 until the trial of the remaining aspects of the Plaintiffs’ claim and the Company’s counterclaim. The Court determined that the Company pay the Plaintiffs’ costs of and occasioned by the trial of the preliminary issues, to be taxed forthwith on the standard basis if not agreed, and to make a payment on account of such costs in the sum of US $100,000 within 14 days following the issuance of a formal order on July 20, 2026. Such sum has since been paid. The costs of the application for and to continue the injunction are reserved. The remaining aspects of the Plaintiffs’ claim and the Company’s counterclaim remain pending.

On July 31, 2026, the Company filed a Notice of Appeal with the Cayman Islands Court of Appeal seeking to appeal the determination of the Court concerning the status of the Plaintiffs’ shares and in particular those shares which are subject of the Company’s counterclaim. The Company is currently awaiting further written reasons for the decision relating to the July 20, 2026 order. On the same date, the Company also filed an application with the Court seeking to stay the July 20, 2026 order pending determination of the appeal and seeking leave to appeal certain provisions of the July 20, 2026 order. The parties have exchanged evidence concerning the stay application.

Private Placement of Unsecured Promissory Note and Warrants

On August 28, 2026, the Company entered into a Securities Purchase Agreement with certain accredited investors pursuant to which the Company issued and sold, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, (i) an unsecured promissory note in an original principal amount of up to $250,000 and (ii) detachable ordinary share purchase warrants. The note bears interest at 10% per annum, calculated on a 360/30 basis from issuance, with principal and accrued interest payable in cash on November 30, 2026. The note is unsecured and ranks pari passu with the Company’s other unsecured, unsubordinated indebtedness, and prepayment requires the holder’s prior written consent. Events of default include nonpayment when due (subject to a three-business-day cure period), material covenant breaches (subject to a ten-business-day cure period), cross-defaults on indebtedness exceeding $1,000,000, bankruptcy or insolvency proceedings, and unsatisfied judgments exceeding $250,000.

Each purchaser received a warrant to purchase Class A ordinary shares at an exercise price of $0.50 per share. The number of shares underlying each warrant equals 50% of the purchaser’s subscription amount divided by $0.50, subject to adjustment.

Payment Deferral Pursuant to Convertible Note with 3i, LP

Pursuant to the senior convertible note dated September 3, 2025, between the Company and 3i, a payment due on September 3, 2026 was deferred to October 5, 2026 in consideration for $200,000 paid by the Company to 3i. In October 2026, 3i agreed to a further 14-day extension of the deferred payment in consideration for an additional payment of $100,000 by the Company to 3i, payable on or before October 16, 2026 from funds received by the Company. As of the date these condensed consolidated financial statements were available to be issued, the deferred payment had not been made. The Company expects to make the payment in October 2026.

Amendment to Facility Agreement with Kaela Ritchie, Release of Restricted Shares and Indemnification Agreements

On September 11, 2026, the Board approved an amendment, dated and effective September 11, 2026, to the Facility Agreement dated May 5, 2026 between the Company and Kaela Ritchie, which replaces Section 2.2 of that agreement and gives the lender the right, but not the obligation, to require, before maturity, conversion of all or any portion of the outstanding advance balance into Class A ordinary shares at $0.50 per share, subject to customary adjustments for stock splits, stock dividends, combinations, recapitalizations and similar transactions. Also on September 11, 2026, the Board resolved, pursuant to Article 39 of the Company’s Articles, to release all 9,717,837 remaining Restricted Shares from lock-up; the release applies to all holders of Restricted Shares and is unconditional. On the same date, the Board approved an amended and restated form of indemnification agreement to be entered into by the Company with its directors and officers, which expands the indemnification and related protections available to them, including mandatory advancement of expenses and indemnification relating to personal guarantees issued for the benefit of the Company or its subsidiaries and affiliates.

In September 2026, the Company and Ms. Ritchie also agreed to reprice the May 5, 2026 exchange of the outstanding balances under the two Ritchie facility agreements (see Note 9) from $1.00 to $0.50 per Class A ordinary share, as a result of which an additional 2,820,749 Class A ordinary shares are issuable to Ms. Ritchie. As of September 30, 2026, these additional shares had not been issued. The repricing occurred after June 30, 2026 and has no effect on the accompanying condensed consolidated financial statements. Ms. Ritchie is the spouse of Kevin Clark, who was appointed Executive Chairman of the Company effective September 17, 2026.

Changes in Directors and Executive Officers

On June 26, 2026, Gus Gomes notified the Company of his resignation as Chief Operating Officer, effective July 26, 2026. Effective September 17, 2026, Kevin Clark was appointed Executive Chairman of the Board, succeeding Andrew Cavaghan, who resigned as Chairman of the Board, Chief Executive Officer and as a director of the Company on that date. Effective September 18, 2026, James Samuelson, who had been appointed Chief Financial Officer effective June 1, 2026, resigned as Chief Financial Officer. The Company entered into a transition and settlement agreement with Mr. Cavaghan and a transition agreement with Mr. Samuelson. The transition agreement for Mr. Samuelson requires the Company to pay his salary through September 30, 2026 and then three monthly consulting payments of $20,833 each. Additionally, pursuant to Mr. Samuelson’s transition agreement, his 250,000 Class A ordinary shares vested in full and will be issued in two lots of 125,000 shares on November 2, 2026 and November 16, 2026, following the effectiveness of the Company’s registration statement on Form S-8. On September 27, 2026, Daniel Driscoll notified the Company of his resignation as Chief Legal Officer, effective October 27, 2026. The resignation did not arise from any disagreement with the Company or its Board of Directors on any matter relating to the Company’s operations, policies or practices.

Effective September 18, 2026, the Company engaged EMS Consulting Services, LLC (“EMS”) to provide outsourced financial and accounting services, and Shah Nawaz, a Chartered Accountant and employee of EMS, has been designated to serve as the Company’s Chief Financial Officer. The agreement can be terminated by either party with thirty days written notice and requires monthly payments of $20,000 to EMS.

Effective September 18, 2026, Gary Herman was appointed as a non-executive director and Audit Committee Chairman, replacing Tao Tan. Mr. Herman will receive an annual payment of $80,000, which will continue until Mr. Herman’s removal, resignation or expiration of his term as a director. Either party may also terminate this Agreement on thirty (30) days’ written notice to the other.

F-28

SIGNATURE

Pursuant to the requirements 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.

	Blue Gold Limited

Date: October 8, 2026	By:	/s/ Kevin Clark
	Name:	Kevin Clark
	Title:	Executive Chairman

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