Item 4. Controls and Procedures
Item
4. CONTROLS AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures
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. Based on
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.
(b)
Changes in Internal Control over Financial Reporting
There
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.
(d)
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
costs.
8
Table of Contents
PART
II OTHER INFORMATION
FORWARD
LOOKING STATEMENTS
This
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”). A ll
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 &
Co., Ltd. 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 . T hese
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
statements.
In
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
protection; competition; 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.
The
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.
You
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.
Item
1. LEGAL PROCEEDINGS
None
material.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.