Financial Analysis

NOTE 6. BUSINESS COMBINATIONS On January 31, 2024, Marygold UK entered into a Share Purchase Agreement (SPA) to acquire all the issued and outstanding shares of Step-By-Step Financial Planners Limited (Step-By-Step), subject to certain closing conditions and regulatory approval. The transaction closed on April 30, 2024 with an agreed purchase price of $ 1.2 million, subject to adjustment as provided for in the SPA. Marygold UK paid $ 0.7 million upon the closing, $ 0.3 million during fiscal year 2025 and the remaining $ 0.2 million will be paid in the quarter ended December 31, 2025 as provided in the SPA. In connection with the acquisition, the Company recorded goodwill of $ 0.6 million. Step-By-Step is an asset manager and investment advisor based in Staffordshire, England with assets under management of $ 42.4 million and $ 36.6 million as of June 30, 2025 and 2024, respectively. Step-By-Step will be operated as a subsidiary of Marygold UK. In addition to growing the business through increasing assets under management, Marygold UK has expanded the fintech mobile app services developed in the U.S. into the U.K. through the established contacts and certifications held by Step-By-Step. …

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NOTE 14. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases various facilities and offices in the US, UK, Canada and New Zealand with varying lease terms. For each of the years ended June 30, 2025 and 2024, the combined operating lease costs of the Company totaled $ 0.9 million and are recorded in general and administrative expense in the Consolidated Statements of Operations. Future minimum consolidated lease payments for the Company are as follows (in thousands): SCHEDULE OF FUTURE MINIMUM CONSOLIDATED LEASE PAYMENTS Year Ended June 30, Lease Amount Finance Lease 2026 $ 587 $ 19 2027 333 19 2028 155 19 2029 - 19 2030 - 19 Thereafter - 29 Total minimum lease payments 1,075 124 Less: present value discount (41 ) (22 ) Total lease liabilities $ 1,034 $ 102 The weighted average remaining lease term for the Companys operating leases was 2.0 years as of June 30, 2025 and a weighted-average discount rate of 5.8 % was used to determine the total operating lease liabilities. The remaining lease term for the Companys finance lease was 6.3 years as of June 30, 2025 with an annual interest rate of 7.0 %. Other Agreements and Commitments As Marygold US built out its Fintech app, it entered into agreements with various service providers, some of which required long-term contracts. As of June 30, 2025, Marygold US has future payment commitments with some former primary service vendors totaling $ 0.7 million including $0.2 million due in fiscal 2026. It is uncertain what am …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 11. NOTES PAYABLE On September 19, 2024, we entered into a note purchase agreement the (Purchase Agreement) with Streeterville Capital, LLC (Holder), pursuant to which we agreed to issue and sell to Holder a secured promissory note in an initial principal amount of $ 4,380,000 (Initial Note) payable on or before 24 months from the issuance date (Maturity Date) and, upon the satisfaction of certain conditions in the Purchase Agreement, up to one additional secured promissory note (Subsequent Note, Initial Note and Subsequent Note collectively referred to as Notes). The initial principal amount of the Notes includes an original issue discount of 9 % and expenses that the Company agreed to pay to the Holder to cover the Holders transaction costs. The original issue discount of the Initial Note was $ 360,000 . Interest on the principal amount of the Notes accrues at a rate of 9 % per annum. The Company may pay all or any portion of the amount owed under the Notes earlier than it is due. All payments made under the Notes, including any repayments, are subject to an additional payment amount equal to 6% of the portion of the outstanding balance being repaid. The Subsequent Note would have a principal amount of $ 2,180,000 , which will have terms substantially similar to the terms of the Initial Note. The original issue discount of the Subsequent Note, if issued, would be $ 180,000 . The Purchase Agreement contains certain covenants and agreements, including that we will not pl …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 13. INCOME TAXES The following table summarizes loss before income taxes (in thousands): SUMMARY OF (LOSS) INCOME BEFORE INCOME TAXES Years Ended June 30, 2025 2024 United States $ (6,327 ) $ (5,420 ) Foreign (1,055 ) (28 ) Loss before income taxes $ (7,382 ) $ (5,448 ) Income Tax Provision The composition of the benefit from income taxes consisted of the following (in thousands): SCHEDULE OF BENEFIT FROM (PROVISION FOR) INCOME TAXES Years Ended June 30, 2025 2024 United States $ 1,302 $ 1,408 Foreign 260 (29 ) Total benefit from income taxes $ 1,562 $ 1,379 Years Ended June 30, 2025 2024 Current: Federal $ (39 ) $ 299 States (16 ) (43 ) Foreign 7 (74 ) Total current (48 ) 182 Deferred: Federal 1,356 1,071 States 1 81 Foreign 253 45 Total deferred 1,610 1,197 Total benefit from income taxes $ 1,562 $ 1,379 Tax effects of temporary differences that give rise to significant portions of the Companys deferred tax assets for the years ended June 30, 2025 and 2024 are presented below (in thousands): SCHEDULE OF DEFERRED TAX ASSETS Years Ended June 30, 2025 2024 Deferred tax assets: Intangible assets - U.S. $ 685 $ 756 Net operating loss 2,222 801 Capital loss carryover 45 43 Accruals, reserves and other - U.S. 488 369 Total deferred tax assets - U.S. $ 3,440 $ 1,969 Deferred tax liabilities: Intangible assets - foreign $ (195 ) $ (313 ) Accruals, reserves and other - foreign (26 ) (47 ) Total deferred tax liabilities - foreign $ (221 ) $ (360 ) Total net deferred tax assets $ …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). The guidance expands the disclosures required for reportable segments in our annual and interim consolidated financial statements, primarily through enhanced disclosures about significant segment expenses. The standard became effective for us beginning with our annual reporting for fiscal year 2025 and interim periods thereafter. The adoption of the new standard did not have a material impact on our segment reporting disclosures. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard will be effective for us beginning with our annual reporting for fiscal year 2026, with early adoption permitted. We are currently evaluating the impact of this standard on our income tax disclosures. …

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NOTE 10. RELATED PARTY TRANSACTIONS USCF Investments - Related Party Transactions The Funds managed by USCF and USCF Advisers are considered to be related parties. The Companys fund management revenue, totaling $ 17.1 million and $ 19.0 million for the years ended June 30, 2025 and 2024, respectively, were earned from these related parties. Accounts receivable, totaling $ 1.3 million and $ 1.5 million as of June 30, 2025 and 2024, respectively, were owed from the Funds that are related parties. USCF Investments, from time to time, provides initial investments in the creation of ETP and ETF funds that USCF manages. As of June 30, 2025 and 2024, the Company has investments totaling $ 3.6 million and $ 7.5 million, respectively, of funds managed by USCF Advisers. The Company owns approximately 21 % and 45 % of the outstanding shares of these investments as of June 30, 2025 and 2024, respectively. USCF Advisers was contractually obligated to pay license fees to an affiliated entity for fiscal years 2025 and 2024. In February 2025, the license fee agreement was amended to reduce all remaining 2025 and future license fees to zero. As of June 30, 2025, all obligations had been paid. Total fees paid were $ 0.3 million and $ 0.1 million for the years ending June 30, 2025 and 2024, respectively. Brigadier Security Systems - Related Party Transactions On June 19, 2025, the Company entered into a stock purchase agreement with SKCAL LLC, an Arizona limited liability company, pursuant to w …

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NOTE 15. SEGMENT REPORTING In its operation of the business, our chief operating decision maker (CODM), who is our Chief Executive Officer, reviews revenues and profits in assessing segment performance and deciding how to allocate resources. Our CODM does not evaluate operating expenses by segment. During the periods presented, the Company reported its financial performance based on the following segments. Segment Entities Location Description Fund Management USCF Investments, Inc. United States Manages, operates and is a commodity pool operator or an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares which trade on the NYSE Arca stock exchange. Food Products Gourmet Foods, Ltd. and Printstock Products Limited New Zealand Manufactures and distributes meat pies on a commercial scale in and prints specialty wrappers for the food industry in New Zealand and Australia. Security Systems Brigadier Security Systems (2000) Ltd. Canada Sells and installs commercial and residential alarm monitoring systems. Beauty Products Kahnalytics, Inc. doing business as Original Sprout United States Engaged in the wholesale distribution of hair and skin care products on a global scale. Financial Services Marygold & Co.; Marygold & Co. Advisory Services, LLC; Marygold & Co. (UK) Limited, Marygold & Co. Limited and Step-By-Step Financial Planners Limited United States and United Kingdom Marygold & Co. developed a F …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Accounting Principles The Company has prepared the accompanying financial statements on a consolidated basis. In the opinion of management, the accompanying consolidated balance sheets and related consolidated statements of operations, comprehensive loss, stockholders equity, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). Principles of Consolidation The accompanying consolidated financial statements, which are referred herein as the Financial Statements, include the accounts of The Marygold Companies and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currencies We record foreign currency translation adjustments and transaction gains and losses in accordance with Accounting Standards Codification (ASC) 830, For …

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NOTE 12. STOCKHOLDERS EQUITY Warrants to Purchase Common Stock In connection with the Companys underwritten public offering in fiscal 2022, the Company issued the underwriters warrants to purchase up to an aggregate of 82,500 shares of Common Stock as compensation for their services related to this issuance. The warrants may be exercised until March 14, 2027. The exercise price of each warrant is $ 2.40 per share. As of June 30, 2025, no warrants were exercised. Convertible Preferred Stock The Company has 50,000,000 shares authorized to issue as Preferred Stock. The Preferred Stock is designated into two series: 5,000,000 shares designated as Series A and 45,000,000 shares designated as Series B. As of June 30, 2025 there are no issued or outstanding shares of Series A stock. Each issued Series B Convertible Preferred Stock is convertible into 20 shares of common stock and carries a vote of 20 shares of common stock in all matters brought before the shareholders for a vote. During fiscal year 2025, 36,058 shares of Series B Preferred Stock were converted into 721,160 shares of common stock. There are 13,302 and 49,360 shares of Series B Convertible Preferred Stock outstanding as of June 30, 2025 and 2024, respectively. Stock-based Compensation In 2021, the Company adopted the 2021 Omnibus Equity Incentive Plan (Equity Plan) which provides for the grant of stock-based awards, including stock options, restricted stock awards (RSAs) and restricted stock units (RSUs), to employee …

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NOTE 16. SUBSEQUENT EVENTS On June 19, 2025, TMC entered into a stock purchase agreement (Agreement) with SKCAL LLC, an Arizona limited liability company (SKCAL) , pursuant to which The Marygold Companies has agreed to sell to SKCAL all of the shares stock that it owns in its wholly owned subsidiary, Brigadier Security Systems (2000) Ltd., a Canadian registered corporation (Brigadier) . Scott Schoenberger, a director and a 10.9 % shareholder of The Marygold Companies, is the sole member of SKCAL. The closing (Closing) of the sale of the Shares took place on July 1, 2025, ( Closing Date ) . Pursuant to the Agreement, the purchase price for the Shares to be acquired by SKCAL at Closing will be $ 2.2 million subject to certain adjustments thereto. An initial payment of $ 0.2 million was paid within a few days of the execution and delivery of the Agreement by the parties. An additional $ 1.0 million was paid on or about the Closing Date, of which $ 0.5 million was received as of June 30, 2025. A final payment of $ 1.0 million was payable on September 1, 2025, subject to adjustment upward or downward thereto in the event of a difference between the Closing Date schedule of Brigadiers current assets and liabilities as of June 30, 2025, ( Target Balance Sheet ) and the schedule of Brigadiers audited current assets and liabilities as of June 30, 2025, ( Final Balance Sheet ) including adjustments in the event accounts receivable become uncollectable, cash balances increase or decreas …

SubsequentEventsTextBlock · excerpt; the full note is in the filing