What changed in this filing

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Item 1. Legal Proceedings

2026-05-15 compared with 2025-11-14 · 20 added, 77 removed, 6 unchanged (94% of the section changed)

Legal Proceedings.

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.

The plaintiff in the matter was Unifin Financiera, S.A.B de C.V.

The lawsuit was assigned to

the Fifth Specialized Commercial District Court.

In November 2022, the 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the settlement agreement and declared that Unifin has withdrawn the lawsuit against Minera William.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.

Claims Related to Shutdown or Reduction of

One former employee of one

of the Company’s Mexican subsidiaries has a pending labor claim filed in 2024 claiming the company had not compensated him properly

for his termination.

A severance accrual has been estimated and recorded in connection with this lawsuit for $56,000.

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 $46,000 and this amount is recorded in accounts payable as of September 30, 2025.

In 2025, we received two

labor claims against our Argentina subsidiary from former employees seeking compensation that we believe is unsupported.

The first employee

has filed a claim for approximately $70,000, and the second employee filed a claim for approximately $90,000, plus legal fees.

assessing the merits of these claims and at this time do not believe they are valid claims.

As a result of the Company’s

reduced or ceased operations in the US, Mexico, Argentina and Peru, 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.

Previously disclosed claims related to the

Company’s former operations in Mexico and prior employee and supplier claims have been fully resolved.

For information regarding

those claims and the Unifin Lawsuit, where the Company does not believe that any future liability would arise, see Item 3, Legal Proceedings,

in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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 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.

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.

As of September 30, 2025, no provision has been recorded, as management believes

that the outcome of this matter is uncertain and that any potential loss cannot be reasonably estimated.

The risk factors for the nine months ended September

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.

The concession has since been cancelled by the Mining Registry and no enforcement action has been filed.

The Company has initiated a concession annulment action.

See Note 11 to the Condensed Consolidated Financial Statements.

Argentina Labor Claims

During 2025, the Company received three labor

claims against its Argentina subsidiary.

As of March 31, 2026, the Company has accrued $250,000 for these matters.

The Company intends

to vigorously defend these claims.

See Note 11 to the Condensed Consolidated Financial Statements.

The risk factors for the three months ended March

31, 2026, are substantially the same as those set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December

Unregistered Sales of Equity Securities

and Use of Proceeds

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults Upon Senior Securities

2 unchanged sentences

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 1. Legal Proceedings