Item 3. Legal Proceedings
ITEM 3: LEGAL PROCEEDINGS
Claims Related to Shutdown or Reduction of
Operations
Ten former employees of some
of the Company’s Mexican subsidiaries filed labor claims in 2024 against the subsidiary companies claiming the companies had not
compensated them properly for their termination. As at December 31, 2024, a severance accrual was estimated and recorded in connection
with these lawsuits for $230,000. All such claims were settled during 2025 as part of the sale of our Mexican subsidiaries. As at December
31, 2025, there was no severance accrual recorded in our consolidated financial statements.
One supplier of some of the
Mexican subsidiaries filed a lawsuit in 2024 against the subsidiary companies for non-payment for services rendered. In total, the supplier
is seeking approximately $55,000 and this amount was recorded in accounts payable as of December 31, 2024. As with labor claims, all
liabilities related to suppliers was settled as part of the sale of our Mexican subsidiaries in 2025.
In 2025, we received three
labor claims against our Argentina subsidiary from former employees seeking compensation. As of December 31, 2025, we have accrued $250,000
for these matters, representing our best estimate of a probable loss. We intend to vigorously defend these claims.
As a result of the Company’s
reduced or ceased operations in the US, Mexico, and Argentina, the Company has been and may in the future be exposed to claims from former
employees, labor unions, suppliers, consultants or contractors and tax and environmental claims, which may individually or in the aggregate
be material.
Mexican Mining Concession
In July 2025, the Company
was notified by the Mexican Mining Registry of an outstanding balance of approximately $403,000 in fees, penalties, and late fees related
to the Rucio mining concession, originally requested by Minera de Cordilleras, a subsidiary that was sold earlier in 2025. Under the
terms of the sale the Company would be responsible for this claim.
Based on the Mining Registry
files, the Rucio concession was originally requested in 2011 by a former manager of Minera de Cordilleras. The concession was not issued
until 2018, and the Company was never notified of its issuance or of any associated payment obligations.
The Company elected not to
make payment pending further investigation, and the concession has since been cancelled by the Mining Registry. The Mining Registry has
not commenced an enforcement action related to the alleged fees. If filed, the Company plans to challenge the validity of the claim,
citing irregularities in the timing of the concession’s issuance and notification. The Company initiated a concession annulment
action during November 2025.
Unifin Lawsuit
During April 2021, the Company
became aware of a lawsuit in Mexico against one of the Company’s Mexican subsidiaries, Minera William, S.A. de C.V. (“Minera
William”). The plaintiff in the matter was Unifin Financiera, S.A.B de C.V. (“Unifin”). The lawsuit was assigned to
the Fifth Specialized Commercial District Court. In November 2022, the
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Company was formally served with the complaint
in connection with the lawsuit and in December 2022 the Company filed its answer to the complaint. As a preemptive measure, Unifin obtained
a preliminary court order freezing Minera William’s bank accounts in Mexico, which limited the Company’s and Minera William’s
ability to access approximately $153,000.
The Company and Unifin agreed
to settle the dispute in late 2023. During the first quarter of 2024, the Court unfroze the Minera William bank accounts, and the bank
remitted the funds to Unifin as per the settlement agreement. The court also published a writ stating that the parties had complied with
the settlement agreement and declared that Unifin has withdrawn the lawsuit against Minera William.
On June 13, 2024, the Trial
Court published the judgment in the commercial oral proceeding initiated by Unifin against Minera William, Procesadora de Minerales de
Durango, and Jorge Alberto Samaniego Mota. Since Unifin and Minera William had previously settled the dispute and Unifin desisted or
withdrew its action against Minera William, the company was not condemned in the judgment. Procesadora de Minerales de Durango and Jorge
Alberto Samaniego Mota were ordered to pay all the amounts claimed by Unifin. However, the judgment states that Minera William, Procesadora
de Minerales de Durango, and Jorge Samaniego Mota are jointly and severally liable to Unifin. The Company believes the Judge should not
have ruled on whether or not Minera William was jointly and severally liable. Moreover, the Judge did not assess Minera William’s
arguments that it was not jointly and severally liable to Unifin. Minera William appealed that ruling as it is clearly contrary to the
settlement agreement between Unifin and Minera William.
On June 11, 2025, the Appellate
Court dismissed Minera Williams appeal, on the grounds that it lacks legal standing, as the judgment issued in the original proceeding
does not cause it any harm. Regarding the risk raised by Minera William concerning a potential repetition action by the co-defendants
Procesadora and Samaniego, the Appellate Court found such risk to be unfounded, as it is merely a hypothetical scenario that, to date,
has not resulted in any harm to Minera William. The Company currently believes that it is unlikely any future liability will arise from
this judgement.
ITEM 4: MINE SAFETY DISCLOSURES
Not applicable.
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