What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2023-05-15 compared with 2022-11-01 · 68 added, 33 removed, 5 unchanged (95% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the design, operation, and

effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of

1934 (the “Exchange Act”) as of September 30, 2022.

On the basis of that evaluation, management concluded that our disclosure

controls and procedures designed to provide reasonable assurance that the information required to be disclosed in reports filed or submitted

pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms

of the Securities and Exchange Commission (the “Commission”), and that such information is accumulated and communicated to

management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required

disclosure were effective.

Management’s Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange

Act Rule 13a-15(f).

Our internal control system is designed to provide reasonable assurance to management and to our Board of Directors

regarding the preparation and fair presentation of published financial statements.

Our Chief Executive Officer and Chief Financial Officer

conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on their evaluation under the framework

in Internal Control—Integrated Framework (2013), they concluded that our internal control over financial reporting was effective

as of September 30, 2022.

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer,

has evaluated the design, operation, and effectiveness of our disclosure controls and procedures, as defined in Rules

13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.

that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that as of March 31, 2023, our disclosure

controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting that occurred in the quarter ended September 30, 2022 that materially

affected, or would be reasonably likely to materially affect, our internal control over financial reporting.

Limitations of the Effectiveness of Internal Controls

effectiveness of our system of disclosure controls and procedures and internal control over financial reporting is subject to certain

limitations, including the exercise of judgment in designing, implementing and evaluating the control system, the assumptions used in

identifying the likelihood of future events, and the inability to eliminate fraud and misconduct completely.

As a result, there can be

no assurance that our disclosure controls and procedures and internal control over financial reporting will detect all errors or fraud.

However, our control systems have been designed to provide reasonable assurance of achieving out objectives, and our Principal Executive

Officer and Principal Financial Officer have concluded that our disclosure controls and procedures and internal control over financial

reporting are effective at the reasonable assurance level.

were no changes in our internal control over financial reporting that occurred in the quarter ended March 31, 2023, that materially affected,

or would be reasonably likely to materially affect, our internal control over financial reporting.

Limitations of the Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting,

management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance

that the information required to be disclosed in reports filed

or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules

and forms of the Commission, and that such information is accumulated and communicated to management, including its Principal Executive

Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

In addition, the design

of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constrains and

that management is required to apply judgement in evaluating the benefits of possible controls and procedures relative to their

II OTHER INFORMATION

LOOKING STATEMENTS

Quarterly Report contains forward-looking statements.

We intend such forward-looking statements

to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as

amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

statements other than statements of historical fact contained in this Quarterly Report are forward-looking statements, including without

limitation, statements regarding current expectations, as of the date of this Quarterly Report, our

future results of operations and financial position, our ability to effectively process our minerals and achieve commercial

grade at scale;

risks and hazards inherent in the mining business (including risks inherent

in exploring, developing, constructing and operating mining projects, environmental hazards, industrial accidents, weather or geologically

related conditions);

our ability to derive any financial success from the Memorandum of Understanding entered into with Mitsui &

in December 2022;

uncertainty about our ability to obtain required capital to execute our business plan;

our ability to hire

and retain required personnel;

changes in the market prices of lithium and lithium products and demand for such products;

the uncertainties

inherent in exploratory, developmental and production activities, including risks relating to permitting, zoning and regulatory delays

related to our projects;

uncertainties inherent in the estimation of lithium resources .

statements involve known and unknown risks, uncertainties and other important factors that may cause actual results,

performance, or achievements to differ materially from any future results, performance or achievement expressed or implied by these forward-looking

some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,”

“expect,” “plan,” “anticipate,” “could,” “intend,” “target,”

“project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”,

or “continue” or the negative of these terms or other similar expressions Factors

that could cause future results to materially differ from the recent results or those projected in forward-looking statements include,

but are not limited to:

unprofitable efforts resulting not only from the failure to discover mineral deposits, but also from finding

mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production;

market fluctuations;

government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental

the loss of services of key personnel;

unusual or infrequent weather phenomena, sabotage, government or other

interference in the maintenance or provision of infrastructure as well as general economic conditions.

forward-looking statements in this Quarterly Report are only predictions.

We have based these forward-looking statements largely on our

current expectations and projections about future events and financial trends that we believe may affect our business, financial condition

and results of operations.

These forward-looking statements speak only as of the date of this Annual Report and are subject to a number

of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the

factors described under the sections in this Quarterly Report titled “Risk Factors” and “Management’s Discussion

and Analysis of Financial Condition and Results of Operations” and other of our filings made with the SEC.

should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding

that our actual future results may be materially different from what we expect.

We qualify all of our forward-looking statements by these

cautionary statements.

Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements

contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

LEGAL PROCEEDINGS

have been no material changes in the risk factors applicable to us from those identified in the Annual Report on Form 10-K for the period

ended December 31, 2021 filed with the Commission on March 29, 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures