What changed in this filing

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Item 1A. Risk Factors

2026-03-06 compared with 2025-03-28 · 168 added, 301 removed, 426 unchanged (52% of the section changed)

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Related to the Company’s Common Stock.

is substantial doubt about our ability to continue as a going concern.

date, the Company has earned no revenue from operations and has an accumulated deficit of $110,366,721 as of December 31, 2024.

the Company has limited financial resources.

As of December 31, 2024, the Company had cash and equivalents of $3,786,277 (excluding $4,474,000

of restricted cash) and a working capital deficit of $20,311,773.

Continuation as a going concern is dependent upon achieving future

financing or strategic transactions, including but not limited to a possible debt funding package from the Export-Import Bank of the

United States (“EXIM”), a restructuring of the Company’s outstanding debt alongside

an equity financing and new standby facility .

However, there is no assurance that the Company will be able to successfully complete these financing and/or strategic transactions.

Accordingly, there is substantial doubt as to whether existing cash resources and working

capital are sufficient to enable the Company to continue its operations for the next 12 months as a going concern.

Ultimately, if the

Company is unable to secure sufficient additional financial resources, the Company may need to curtail or suspend its development or

operations plans regarding the Bunker Hill Mine.

The accompanying consolidated financial statements have been prepared assuming that

the Company will continue as a going concern.

The consolidated financial statements do not include any adjustments that may result from

the outcome of this uncertainty.

Such adjustments could be material.

The Company’s

consolidated financial statements do not give effect to any adjustments required to realize its assets and discharge its liabilities

in other than the normal course of business and at amounts different from those reflected in the accompanying Financial Statements.

The Company’s planned debt restructure

and equity financing may not be finalized, or timely finalized, which could lead to the Company being required to cease development activities

and place the Mine on care and maintenance or require the Company to enter reorganization and/or liquidation proceedings.

The Company plans to restructure its debt, raise equity

and/or engage in other restructuring/financing activities.

If these financing efforts are delayed or are not successful, there is risk

that, among other things:

parties lose confidence in our ability to execute on the Company’s business strategy;

may become more difficult to attract, retain or replace key employees, and the Company’s employees could be distracted from

performance of their duties or more easily attracted to other career opportunities;

Company could lose some or a significant portion of its liquidity, as a result of, among other things, stricter credit terms from

suppliers, the commencement of reorganization, bankruptcy or insolvency proceedings or the inability to provide adequate protection

to our secured lenders to permit us to access some or all of our cash;

Company’s suppliers, vendors and service providers and applicable regulatory authorities could seek to renegotiate the terms

of the Company’s arrangements, terminate their relationship with the Company or require financial assurances from the Company.

Additionally, in accordance with the TSX-V policies,

the approval of the Company’s stockholders will be required with respect to any Control Person (as defined in the TSX-V policies)

with over 20% ownership in the Company as a result of these equity/debt financing transactions.

In lieu of a special meeting of its stockholders,

the Company intends to obtain the written consent of disinterested stockholders holding more than 50% of the current issued and outstanding

Common Shares, which stockholder consent will exclude any votes held by a Control Person (each as defined in the TSX-V policies).

can be no assurance that this stockholder consent will be successfully obtained upon the completion of these equity/debt financing transactions.

Bunker Hill Mine restart has been delayed to 2026.

Further changes to this timeline, or other factors impacting the

restart project budget, will increase the Company’s required capital needs through the completion of the project, which would

adversely affect the Company’s ability to secure additional funding, thereby adversely affecting its financial

On December 13, 2024 the Company announced that the Bunker Hill Mine restart

project underwent a strategic review resulting in an updated timeline and capital requirements.

Pursuant to this review, the Company now

forecasts a total restart expenditure (excluding working capital) of $103,000,000, up from the previously forecasted $67,000,000 and $56,000,000

in the PFS, with the restart project anticipated to be delayed by up to four months.

To provide sufficient project financing for the ongoing

development of the Bunker Hill Mine, the Company has been drawing down in tranches on the Standby Facility provided by Sprott and seeking

to finalize the ongoing discussions with its strategic partners for potential offtake or similar financing for up to an additional $40,000,000.

the estimated timing of the Bunker Hill Mine restart is subject to change further based on factors beyond the Company’s

control, including but not limited to supply chain dynamics.

In addition, the Company’s pre-production budget estimates are

subject to change further based on factors beyond its control, including but not limited to cost inflation and supply chain

Any further increase in the Company’s pre-production budget estimates could have a materially adverse impact on the

Company’s ability to secure additional financing.

This could have a material adverse effect on the Company’s financial

condition, results of operations, or prospects.

Sales of substantial amounts of securities will have a highly dilutive effect on the

Company’s ownership or share structure.

Sales of a large number of shares of Company common stock in the public markets, or

the potential for such sales, could decrease the trading price of the common stock and could impair the Company’s ability to

raise capital through future sales of common stock.

The Company is a pre-production development company, and has not yet commenced

commercial production and, therefore, has not generated positive cash flows and has no reasonable prospects of doing so unless

successful commercial production can be achieved at the Mine.

The Bunker Hill Mine restart is targeted for

Further changes to this timeline, or other factors impacting the restart, including project budget increases or delays in equipment

or construction activities, would impact the Company’s ability to restart timely or require additional capital , which would adversely

affect the Company’s ability to successfully restart the Mine and ultimately impact the Company’s ability to secure additional

funding after restart, thereby adversely affecting our financial condition.

estimated timing and budget estimates of the Bunker Hill Mine restart is subject to change further based on factors beyond the

Company’s control.

Any further increase in the Company’s pre-production budget estimates could have a materially adverse impact

on the Company’s ability to secure additional financing.

This could have a material adverse effect on the Company’s

financial condition, results of operations, or prospects.

Sales of substantial amounts of securities will have a highly dilutive

effect on the Company’s ownership or share structure.

Sales of a large number of shares of Company common stock in the public

markets, or the potential for such sales, could decrease the trading price of the common stock and could impair the Company’s

ability to raise capital through future sales of common stock.

The Company is a pre-production development company, and has not yet

commenced commercial production and, therefore, has not generated positive cash flows and has no reasonable prospects of doing so

unless successful commercial production can be achieved at the Mine.

The Company expects to continue to incur negative investing and

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as a going concern.

bonds securing $14,000,000 due by the Company to the EPA for cost recovery may not be renewable or may only be renewable on terms

that are unfavorable to the Company, which would adversely affect its financial condition or cause a default under the revised

settlement agreement with the EPA and Sprott.

2022, the Company secured financial assurance in the form of payment bonds in accordance with the revised settlement agreement with

the EPA, in relation to $14,000,000 of payments due to the EPA for cost recovery between 2025 and 2029.

These bonds are renewed

annually, and as of December 31, 2024, require $4,475,000 of collateral in the form of letters of credit.

To the extent that the

parties providing the payment bonds demand additional collateral beyond the current requirements, or other unfavorable terms or

conditions, the Company may not be able to renew the payment bonds on favorable conditions, or at all.

This could have a materially

adverse impact on the Company, including a potential default under the revised settlement agreement with the EPA.

bonds securing $14,000,000 due by the Company to the EPA for cost recovery may not be renewable or may only be renewable on terms that

are unfavorable to the Company, which would adversely affect its financial condition or cause a default under the revised settlement

agreement with the EPA and Sprott.

In 2022, the Company secured financial assurance in the form of payment

bonds in accordance with the revised settlement agreement with the EPA, in relation to $14,000,000 of payments due to the EPA for cost

recovery between 2025 and 2029.

These bonds are renewed annually, and as of December 31, 2025, require $2,975,000 of collateral in the

form of restricted cash.

To the extent that the parties providing the payment bonds demand additional collateral beyond the current requirements,

or other unfavorable terms or conditions, the Company may not be able to renew the payment bonds on favorable conditions, or at all.

could have a materially adverse impact on the Company, including a potential default under the revised settlement agreement with the EPA.

Company has no recent operating history on which to base an evaluation of its business and prospects.

its inception, the Company has had no revenue from operations.

The Company has no history of producing concentrates from the Bunker Hill

The Company has no history of producing concentrates from the Bunker

The Mine is a historic, past producing mine with limited exploration work since its closure in 1981.

Advancing the Mine through the development

stage will require significant capital and time, and successful commercial production from the Mine will be subject to completing the

requisite studies, permitting and re-commissioning, constructing a processing plant, and completing other related works and

infrastructure.

As a result, the Company is subject to all of the risks associated with developing and establishing new mining operations

and business enterprises, including:

of studies to verify reserves and commercial viability, including the ability to find sufficient ore reserves to support a commercial

mining operation;

timing and cost, which can be considerable, of further exploration, preparing feasibility studies, and permitting and construction

of infrastructure, mining and processing facilities;

Advancing the Mine

through the development stage requires significant capital and time, and successful commercial production from the Mine will be

subject to completing the requisite studies, permitting and re-commissioning, constructing and completing a processing plant, and

completing other related works and infrastructure.

As a result, the Company is subject to all of the risks associated with

developing and establishing new mining operations and business enterprises, including:

of studies to upgrade resources to reserves and to identify new resources and to verify commercial viability;

timing and cost, which can be considerable, of further exploration and, preparing feasibility studies, and permitting;

availability and costs of drill equipment, exploration personnel, skilled labor, and mining and processing equipment, if required;

availability and cost of appropriate smelting and/or refining arrangements,

with stringent environmental and other governmental approval and permit requirements;

availability of funds to finance exploration, development, and construction activities, as warranted;

opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent development activities;

opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent operating

increases in exploration, construction, and operating costs due to changes in the cost of fuel, power, materials, and supplies;

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In addition, the Company’s

management and workforce will need to be expanded, and support systems for its workforce will have to be

This could result in delays in the commencement of mineral production and increased costs of production.

Accordingly, the

Company’s activities may not result in profitable mining operations, and it may not succeed in establishing mining operations or

profitably producing base metal concentrates at any of its current or future properties, including the Mine.

Company has a history of losses and expects to continue to incur losses in the future.

Company has incurred losses since inception, has had negative cash flow from operating activities, and expects to continue to incur losses

in the future.

management and workforce will need to be expanded, and support systems for its workforce will have to be established.

This could result

in delays in the commencement of mineral production and increased costs of production.

Accordingly, the Company’s activities may

not result in profitable mining operations, and it may not succeed in establishing mining operations or profitably producing base metal

concentrates at any of its current or future properties, including the Mine.

Company has a history of losses and may to continue to incur losses in the future.

Company has incurred losses since inception, has had negative cash flow from operating activities, and may to continue to incur

losses in the future.

The Company has incurred the following losses from operations during each of the following periods:

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for the year ended December 31, 2023.

Company expects to continue to incur losses unless and until such time as the Mine enters into commercial production and generates sufficient

Company expects to continue to incur losses until such time as the Mine enters into commercial production and generates sufficient

revenues to fund continuing operations.

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a materially adverse effect on its financial condition.

Government actions, such as tariffs and/or foreign

policy actions could adversely and unexpectedly impact the Company’s business.

As a result of the 2024 United States federal election,

there is an increased risk that the United States could implement new and/or increased tariffs and other trade restrictions on all exports

to the United States or that other counties could implement reciprocal measures on imports from the United States.

The extent of such

measures and their impact is unknown, and there is a risk that they could have a significant effect on the Company’s financial performance

and/or business outlook.

actions, such as tariffs, duties and/or foreign policy actions could adversely and unexpectedly impact the Company’s business.

federal government has imposed new and/or

increased tariffs, duties and other trade restrictions on certain exports and/or imports to the U.S..

These tariffs have and are likely

to continue to impact imports and exports to and from the United States.

The extent of such measures and their impacts continue, there

is a risk that they could have a significant effect on the Company’s financial performance and/or business outlook.

Related to Mining and Exploration

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price of commodities varies on a daily basis.

The Company’s future revenues, if any, will be derived from the extraction

and sale of base and precious metals.

The price of those commodities has fluctuated widely, particularly in recent years, and is affected

by numerous factors beyond the Company’s control, including economic and political trends, expectations of inflation, currency

The Company’s future revenues, if any, will be derived from the extraction and

sale of base and precious metals.

The Company’s principal and interest payments on the Silver Loan with Monetary Metals are

denominated in silver ounces.

The price of those commodities has fluctuated widely, particularly in recent years, and is affected by

numerous factors beyond the Company’s control, including economic and political trends, expectations of inflation, currency

exchange fluctuations, interest rates, global and regional consumptive patterns, speculative activities and increased production due

to new extraction developments and improved extraction and production methods.

The effect of these factors on the price of base and precious

metals, and therefore the economic viability of the Company’s business, could negatively affect its ability to secure financing

or its results of operations.

The effect of these factors on the price of base and

precious metals, and therefore the economic viability of the Company’s business, could negatively affect its ability to secure

financing, repay the contractual obligations under the Silver Loan, or the results of its operations.

Company’s development and production plans, and cost estimates, in the Technical Report Summary may vary and/or not be achieved.

is no certainty that the results in the Technical Report Summary (as defined below) will be realized.

The decision to implement the

Mine restart scenario to be included in the Technical Report Summary was not based on a feasibility study of mineral reserves

demonstrating economic and technical viability, and therefore there is increased risk that the Technical Report Summary results will

not be realized.

If the Company is unable to achieve the results in the Technical Report Summary, it may have a material negative

impact on the Company, and its capital investment to implement the restart scenario may be lost.

charged to the Company by the Idaho Department of Environmental Quality (“IDEQ”) for treatment of wastewater fluctuate a

great deal and are not within the Company’s control.

Company is billed annually for water treatment activities performed by the IDEQ on behalf of the EPA who is the owner of the water treatment plant.

The water treatment costs

that the Company is billed for are partially related to the EPA’s direct cost of treating the water emanating from the Bunker

Hill Mine, which are comprised of lime and flocculant usage, electricity consumption, maintenance and repair, labor and some

Rate of discharge of effluent from the Bunker Hill Mine is largely dependent on the level of precipitation within a given

year and how close in the calendar year the Company is to the spring run-off.

Increases in water infiltrations and gravity flows

within the mine generally increase after winter and result in a peak discharge rate in May.

Increases in gravity flow and

consequently the rate of water discharged by the mine have a robust correlation with metals concentrations and consequently metal

loads of effluent.

The decision to implement the Mine

restart scenario to be included in the Technical Report Summary was not based on a feasibility study of mineral reserves demonstrating

economic and technical viability, and therefore there is increased risk that the Technical Report Summary results will not be realized.

If the Company is unable to achieve the results in the Technical Report Summary, it may have a material negative impact on the Company,

and its capital investment to implement the restart scenario may be lost.

charged to the Company by the Idaho Department of Environmental Quality (“IDEQ”) for treatment of wastewater fluctuate and are not within the Company’s control.

Company is responsible for the cost of water treatment activities performed by the IDEQ on behalf of the EPA who is the owner of the

water treatment plant.

The water treatment costs that the Company pays are partially related to the EPA’s direct cost

of treating the water emanating from the Bunker Hill Mine, which are comprised of lime and flocculant usage, electricity

consumption, maintenance and repair, labor and some overhead.

Rate of discharge of effluent from the Bunker Hill Mine is largely

dependent on the level of precipitation within a given year and how close in the calendar year the Company is to the spring run-off.

Increases in water infiltrations and gravity flows within the mine generally increase after winter and result in a peak discharge

Increases in gravity flow and consequently the rate of water discharged by the mine have a robust correlation with

metals concentrations and consequently metal loads of effluent.

loads (quantities of water per unit of time) and metal loads (quantities of metals per unit of volume of effluent per unit of time) are

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While it was understood

that improved performance capability would increase the cost of operating the plant, it was unclear to the EPA, and consequently to

Bunker Hill, how much the costs would increase by.

that improved performance capability would increase the cost of operating the plant, it was unclear to the EPA, and consequently to Bunker

Hill, how much the costs would increase by.

elements described above, and others, impact the direct costs of water treatment.

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Bunker Hill has no ability to impact the percentage of indirect cost that is set by the EPA regional

office and has no advance notice of what the percentage of indirect cost will be until it receives an invoice in June

of the year following the billing period.

office and has no advance notice of what the percentage of indirect cost will be until it receives an invoice in June of the year following

the billing period.

The Company remains unable to estimate EPA billings to a high degree of accuracy.

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the Mine and its investments in exploration.

Company’s long-term success depends on its ability to expand the known mineralization and/or identify new mineral zones or

deposits on the Mine and other properties the Company may acquire, if any, that the Company can then develop into commercially

viable mining operations.

Mineral exploration is highly speculative in nature, involves many risks, and is frequently

non-productive.

These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate

machinery, equipment, or labor.

The success of commodity exploration is determined in part by the following factors:

Company’s long-term success depends on its ability to expand the known mineralization and/or identify new mineral zones or deposits

on the Mine and other properties the Company may acquire, if any, that the Company can then develop into commercially viable mining operations.

Mineral exploration is highly speculative in nature, involves many risks, and is frequently non-productive.

These risks include unusual

or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment, or labor.

The success of commodity

exploration is determined in part by the following factors:

identification of potential mineralization based on surficial analysis;

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Company is subject to significant governmental regulations that affect its operations and costs of conducting its business and may not

be able to obtain all required permits and licenses to place its properties into production.

Company’s current and future operations, including exploration and development of the Mine, do and will require permits from governmental

authorities and will be governed by laws and regulations, including:

be able to maintain all required permits and licenses to place its properties into production.

Company’s current and future operations, including exploration and development of the Mine, requires permits and licenses from

certain governmental authorities and activities are governed by laws and regulations, including:

and regulations governing mineral concession acquisition, prospecting, development, mining, and production;

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standards and regulations related to waste disposal, toxic substances, land use reclamation, and environmental protection.

Specifically, it will be necessary to obtain the following environmental permit or approved plan prior to commencement

of mine operations:

quality operating permit

It may be necessary to obtain the following environmental

permit or approved plan prior to commencement of mine operations:

may be necessary to obtain the following environmental permit or approved plan prior to commencement of mine operations:

and closure plan

If a reclamation and closure plan is required, there can be no assurance that the Company will be able to obtain it in a timely

manner or at all.

a reclamation and closure plan is required, there can be no assurance that the Company will be able to obtain it in a timely manner or

engaged in exploration activities often experience increased costs and delays in production and other schedules as a result of the need

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regulations with respect to permitting mines, which could potentially impact the total time to market for the project.

Company’s activities are subject to environmental laws and regulations that may increase its costs of doing business and restrict

Company’s activities are subject to environmental laws and regulations that may change and increase its costs of doing business and restrict

its operations.

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Current publicized concern over climate change may lead to carbon taxes, requirements for carbon

offset purchases or new regulation.

offset purchases or new regulations.

The costs or likelihood of such potential issues to the Company cannot be estimated at this time.

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Environmental

hazards unknown to the Company, which have been caused by previous owners or operators of the Mine, may exist on the properties

in which the Company holds an interest.

Many of the properties in which the Company has ownership rights are located within the Coeur

d’Alene Mining District, which is currently the site of a Federal Superfund cleanup project.

It is possible that environmental

cleanup or other environmental restoration procedures could remain to be completed or mandated by law, causing unpredictable and unexpected

liabilities to arise.

and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material

adverse effect on the Company’s business.

number of governments or governmental bodies have introduced or are contemplating legislative and/or regulatory changes in response to

concerns about the potential impact of climate change.

Legislation and increased regulation regarding climate change could impose significant

costs on the Company, on its future joint venture partners, if any, and on its suppliers, including costs related to increased energy

requirements, capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such regulations.

adopted future climate change regulations could also negatively impact the Company’s ability to compete with companies situated

in areas not subject to such limitations.

Given the emotional and political significance and uncertainty surrounding the impact of climate

change and how it should be dealt with, the Company cannot predict how legislation and regulation will ultimately affect its financial

condition, operating performance, and ability to compete.

Furthermore, even without such regulation, increased awareness and any adverse

publicity in the global marketplace about potential impacts on climate change by the Company or other companies in its industry could

harm the Company’s reputation.

The potential physical impacts of climate change on its operations are highly uncertain, could be

particular to the geographic circumstances in areas in which the Company operates and may include changes in rainfall and storm patterns

and intensities, water shortages, changing sea levels, and changing temperatures.

These impacts may adversely impact the cost, production,

and financial performance of the Company’s operations.

are several governmental regulations that materially restrict mineral exploration.

The Company will be subject to the federal regulations

(environmental) and the laws of the State of Idaho as the Company carries out its exploration program.

The Company may be required to

obtain additional work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with

While the Company’s planned exploration program budgets for regulatory compliance, there is a risk that new regulations

could increase its costs of doing business and prevent it from carrying out its exploration program.

reclamation requirements for the Company’s properties may be burdensome and expensive.

variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration

companies (as well as companies with mining operations) in order to minimize long-term effects of land disturbance.

may include requirements to:

dispersion of potentially deleterious effluents;

ground and surface water to drinking water standards;

re-establish pre-disturbance landforms and vegetation.

date, the Company has not been subject to reclamation or bonding obligations in connection with its past or potential future development

If these obligations were to occur in the future, or if the Company is required to carry out reclamation work, the Company

must allocate financial resources that might otherwise be spent on further exploration and development programs.

hazards unknown to the Company, which have been caused by previous owners or operators of the Mine, may exist on the properties in which

the Company holds an interest.

Many of the properties in which the Company has ownership rights are located within the Coeur d’Alene

Mining District, which is currently the site of a Federal Superfund cleanup project.

It is possible that environmental cleanup or other

environmental restoration procedures could remain to be completed or mandated by law, causing unpredictable and unexpected liabilities

and environmental activism may have an adverse effect on the reputation and financial condition of the Company or its relationship with

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mining industry is intensely competitive in all of its phases.

As a result of this competition, some of which is with large

established mining companies with substantial capabilities and with greater financial and technical resources than those of the

Company, the Company may be unable to acquire additional properties or obtain financing on terms it considers acceptable.

Company also competes with other mining companies in the recruitment and retention of qualified managerial and technical employees.

If the Company is unable to successfully compete for qualified employees, its exploration and development programs may be slowed

down or suspended.

The Company competes for capital with other companies that produce its planned commercial products.

If the Company is unable to raise sufficient capital, its exploration and development programs may be jeopardized or it may not be

able to acquire, develop, or operate additional mining projects.

prices are highly volatile.

If a profitable market for its metals does not exist, the Company may have to cease operations.

prices are highly volatile and are affected by numerous international economic and political factors over which the Company has

The Company’s long-term success is highly dependent upon the price of silver, lead and zinc, as the economic feasibility of any ore

body discovered on its current property, or on other properties the Company may acquire in the future, would, in large part, be determined

by the prevailing market price of the minerals.

If a profitable market does not exist, the Company may have to cease operations.

As a result of this competition, some of which is with large established

mining companies with substantial capabilities and with greater financial and technical resources than those of the Company, the Company

may be unable to acquire additional properties or obtain financing on terms it considers acceptable.

The Company also competes with other

mining companies in the recruitment and retention of qualified managerial and technical employees.

If the Company is unable to successfully

compete for qualified employees, its exploration and development programs may be slowed down or suspended.

The Company competes for capital

with other companies that produce its planned commercial products.

If the Company is unable to raise sufficient capital, its exploration

and development programs may be jeopardized or it may not be able to acquire, develop, or operate additional mining projects.

shortage of equipment and supplies could adversely affect the Company’s ability to operate its business.

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development, and production of the properties in which the Company has an interest.

Specifically the Company has offtake and strategic relationships with Sprott, Teck, and Monetary Metals.

of these or future other companies to meet their

obligations to the Company or to third parties, or any disputes with respect to the parties’ respective rights and obligations,

could have a material adverse effect on the Company, the development and production at its properties, including the Mine, and on future

joint ventures, if any, or their properties, and therefore could have a material adverse effect on its results of operations, financial

performance, cash flows and the price of its common stock.

Company may experience difficulty attracting and retaining qualified management to meet the needs of its anticipated growth, and the

failure to manage its growth effectively could have a material adverse effect on its business and financial condition.

Specifically the Company has offtake and strategic

relationships with Sprott, Teck, and Monetary Metals.

Any failures of these or future other companies to meet their obligations to the

Company or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material

adverse effect on the Company, the development and production at its properties, including the Mine, and on future joint ventures, if

any, or their properties, and therefore could have a material adverse effect on its results of operations, financial performance, cash

flows and the price of its common stock.

Company may experience difficulty attracting and retaining qualified management to meet the needs of its anticipated growth.

success of the Company is currently largely dependent on the performance of its officers and directors.

The loss of the services of

any of these people could have a materially adverse effect on the Company’s business and prospects.

There is no assurance the

Company can maintain the services of its officers, directors, or other qualified personnel required to operate its

As the Company’s business activity grows, the Company will require additional key financial, administrative and

mining personnel as well as additional operations staff.

The Mine is located in an area active in mining activities, and we compete with other companies for personnel and

There can be no assurance that these efforts will be successful in

attracting, training and retaining qualified personnel as competition for people with these skill sets increase.

If the Company is

not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could be impaired, which

could have an adverse impact on the Company’s operations and financial condition.

The loss of the services of any

of these people could have a materially adverse effect on the Company’s business and prospects.

There is no assurance the Company

can maintain the services of its officers, directors, or other qualified personnel required to operate its business.

As the Company’s

business activity grows, the Company will require additional key financial, administrative and mining personnel as well as additional

operations staff.

The Mine is located in an area active in mining activities, and we compete with other companies for personnel and talent.

There can be no assurance that these efforts will be successful in attracting, training and retaining qualified personnel as competition

for people with these skill sets increase.

If the Company is not successful in attracting, training and retaining qualified personnel,

the efficiency of its operations could be impaired, which could have an adverse impact on the Company’s operations and financial

Company is dependent on a relatively small number of key employees, including its Chief Executive Officer (the “CEO”) and

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Recent developments in U.S.

and Canadian trade and tariff discussions have created an environment that can and has

affected the currency exchange.

There are no plans at this time to hedge against any exchange rate fluctuations

in currencies.

and Canadian trade and tariff discussions

have created an environment that can and has affected the currency exchange.

There are no plans at this time to hedge against any exchange

rate fluctuations in currencies.

to the Company’s properties may be subject to other claims that could affect its property rights and claims.

are risks that title to the Company’s properties may be challenged or impugned.

The Mine is located in Northern Idaho a

historic mining district and may be subject to prior unrecorded agreements or transfers and title may be affected by undetected

Company may be unable to secure surface access or purchase required surface rights.

The Mine is located in Northern Idaho a historic

mining district and may be subject to prior unrecorded agreements or transfers and title may be affected by undetected defects.

The Company may be unable to secure or purchase additional required surface rights.

the Company obtains the rights to some or all of the minerals in the ground subject to the mineral tenures that the Company acquires,

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The costs of these claims or adverse filings may have a material effect on the Company’s business and results of operations.

The Company is currently engaged in a legal dispute with Crescent Mining.

Company is currently engaged in a legal dispute with Crescent Mining.

Legal Proceedings for further information.

uncertain the outcome or impact of the litigation on the Company’s financial condition or ability to operate in the area of dispute.

It is uncertain

the outcome or impact of the litigation on the Company’s financial condition or ability to operate in the area of dispute.

exploration and development is subject to extraordinary operating risks.

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plan, there is no assurance that it will be able to acquire another mineral property of merit.

There is also no guarantee that the Company will be able to obtain necessary capital to acquire any additional properties, whether by way of an option or otherwise, should the Company wish to acquire any additional properties.

There is also no guarantee that the Company

will be able to obtain necessary capital to acquire any additional properties, whether by way of an option or otherwise, should the Company

wish to acquire any additional properties.

Company’s operations are dependent on information technology systems that may be subject to network disruptions

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on the nature of any such failure, adversely impact the Company’s reputation and results of operations.

to date the Company has not experienced any material losses relating to cyber-attacks or other information security breaches, there

can be no assurance that the Company will not incur such losses in the future.

The Company’s risk and exposure to these

matters cannot be fully mitigated because of, among other things, the evolving nature of these threats.

As a result, cyber security

and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software,

data and networks from attack, damage or unauthorized access remain a priority.

As cyber threats continue to evolve, the Company may

be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any

security vulnerabilities.

In late 2024, the Company retained a third party cyber assessment firm to complete an audit and make

recommendations for updates to the Company’s IT system and related policies and procedures.

to date the Company has not experienced any material losses relating to cyber-attacks or other information security breaches, there can

be no assurance that the Company will not incur such losses in the future.

The Company’s risk and exposure to these matters cannot

be fully mitigated because of, among other things, the evolving nature of these threats.

As a result, cyber security and the continued

development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks

from attack, damage or unauthorized access remain a priority.

As cyber threats continue to evolve, the Company may be required to expend

additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

In late 2024, the Company retained a third party cyber assessment firm to complete an audit and make recommendations for updates to the

Company’s IT system and related policies and procedures.

Company is a reporting issuer and reporting requirements under applicable securities laws may increase legal and financial compliance

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Related to the Company’s Common Stock

Company’s common stock price is historically volatile and trading volume changes rapidly, as a result, investors could lose

all or part of their investment.

Company’s common stock price is historically volatile and trading volume changes rapidly, as a result, investors could lose all

or part of their investment.

addition to volatility associated with equity securities in general, the value of an investor’s investment could decline due to

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price of its common stock in the over-the-counter market.

Company’s common stock is currently deemed a “penny stock”, which may make it more difficult for investors to sell

their shares of Company common stock.

SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price less than

$5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.

The Company’s securities are

covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than

established customers and “accredited investors.” The term “accredited investor” refers generally to institutions

with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000, exclusive of their principal residence,

or annual income exceeding $200,000 or $300,000 jointly with their spouse.

The penny stock rules require a broker-dealer, prior to a

transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared

by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.

The broker-dealer

also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its

salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s

The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer

orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s

confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these

rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and

receive the purchaser’s written agreement to the transaction.

These disclosure requirements may have the effect of reducing the

level of trading activity in the secondary market for the stock that is subject to these penny stock rules.

Consequently, these penny

stock rules may affect the ability of broker-dealers to trade its securities.

The Company believes that the penny stock rules may discourage

investor interest in and limit the marketability of its common stock.

Company has never paid dividends on its common stock.

Company has not paid dividends on its common stock to date and does not expect to pay dividends for the foreseeable future.

intends to retain its initial earnings, if any, to finance its operations.

Any future dividends on common stock will depend upon the

Company’s earnings, its then-existing financial requirements, and other factors, and will be at the discretion of the Company’s

board of directors.

The Company has not paid dividends on its common stock to date and does

not expect to pay dividends for the foreseeable future.

The Company intends to retain its initial earnings, if any, to finance its operations.

Any future dividends on common stock will depend upon the Company’s earnings, its then-existing financial requirements, and other

factors, and will be at the discretion of the Company’s Board of Directors.

has adopted sales practice requirements, which may also limit an investor’s ability to buy and sell the Company’s common

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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-K

Item 1A. Risk Factors