What changed in this filing

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Item 1A. Risk Factors

2025-03-28 compared with 2024-03-12 · 213 added, 166 removed, 514 unchanged (42% of the section changed)

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Related to the Company’s Common Stock.

General Risk Factors

lead concentrate offtake agreement with Teck Resources may not be reached, which could result in less favorable commercial terms for

the sale of concentrates envisaged to be produced by the Mine and could also impact the Company’s ability to secure

offtake financing.

Regardless of actions taken by Teck, there can be no assurance that the Company will be able to secure or close offtake

financing, which could have an adverse effect on the Company’s financial position and a negative impact the Company’s ability

to secure additional funding from Sprott or an alternative capital provider.

Company may not be able to execute a lead concentrate offtake agreement for the sale of lead concentrates to Teck Resources at its Trail

smelter, as contemplated with Teck’s option to acquire 100% of lead concentrate produced in the first five years at the Bunker

If such an agreement cannot be reached, the Company may not be able to sell its lead concentrate to Teck, which could result

in difficulties securing alternative commercial arrangements for the sale of concentrate, less favorable commercial terms in the event

that alternative commercial arrangements can be secured, and/or higher transportation and other costs.

In addition, the Company may not

be able to secure or close offtake financing, regardless of whether an agreement is reached with Teck;

the terms of any offtake financing

might not be favorable to the Company;

and/or the Company may incur substantial fees and costs related to such financing.

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

inability to secure or close offtake financing, or arrange a suitable alternative, may have an adverse effect on the Company’s

operations and financial position.

Bunker Hill Mine restart is expected to take place in 2024, with first concentrate production targeted for the fourth quarter of 2024.

Changes to this timeline, or other factors impacting the restart project budget, could 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 condition.

Bunker Hill Mine restart is expected to take place in 2024, with first concentrate production targeted for the fourth quarter of 2024.

However, the estimated timing of Bunker Hill Mine restart is subject to change 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 based

on factors beyond its control, including but not limited to cost inflation and supply chain dynamics.

An increase in the Company’s

pre-production budget estimates could have a materially adverse impact on its ability to secure additional financing.

This could have

a material adverse effect on its financial condition, results of operations, or prospects.

Sales of substantial amounts of securities

may 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 has not yet commenced commercial production

at any of its properties and, therefore, has not generated positive cash flows to date and has no reasonable prospects of doing so unless

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 Company expects to continue to incur negative investing and operating

cash flows until such time as it enters into successful commercial production.

This will require the Company to deploy its working capital

to fund such negative cash flow and to possibly seek additional sources of financing.

There is no assurance that any such financing sources

will be available or sufficient to meet the Company’s requirements, or if available, upon terms acceptable to the Company.

is no assurance that the Company will be able to continue to raise equity capital or to secure additional debt financing, or that the

Company will not continue to incur losses.

bonds securing $17,000,000 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 $17,000,000 of payments due to the EPA for cost recovery between 2024 and 2029.

These bonds are renewed annually,

and as of December 31, 2023, require $6,476,000 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.

Company has a limited operating history on which to base an evaluation of its business and prospects.

The Company expects to continue to incur negative investing and

operating cash flows until such time as it enters into successful commercial production.

This will require the Company to deploy its

working capital to fund such negative cash flow and to possibly seek additional sources of capital.

There is no assurance that

additional capital will be available or sufficient to meet the Company’s requirements, or if available, upon terms acceptable

to the Company.

There is no assurance that the Company will be able to continue to raise equity capital, secure additional debt

financing, or secure other financing.

As a result the Company may not be able to timely continue its development plans or continue

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.

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 products from the Bunker Hill

The Mine is a historic, past producing mine with very little recent exploration work.

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

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 of the Mine, constructing a processing plant, and completing other related works and

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

infrastructure.

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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, if required;

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

with stringent environmental and other governmental approval and permit requirements;

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In addition, the Company’s

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

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.

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

profitably producing metals at any of its current or future properties, including the Mine.

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.

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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.

Related to Mining and Exploration

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unanticipated

variations in grade and other geologic problems;

variations in grade and other geologic uncertainties;

environmental

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price of commodities varies on a daily basis.

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

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

and sale of base and precious metals.

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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 will be realized.

The decision to implement the Mine restart scenario

to be included in the Technical Report Summary was not be 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.

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 for the EPA.

The water treatment costs that Bunker Hill

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 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 rate in May.

Increases in gravity flow and consequently the rate of water discharged by the mine

have a highly robust correlation with metals concentrations and consequently metal loads of effluent.

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.

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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how much labor is required to operate the plant and generally determines the amount of overhead required to run the IDEQ business.

EPA has completed significant upgrades to the water treatment capabilities of the CTP and is now capable of producing treated water than

can meet a much higher discharge standard (which Bunker Hill has been satisfying since May 2023).

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.

EPA has completed significant upgrades to the water treatment capabilities of the CTP and the plant is now capable of producing treated

water that can meet a much higher discharge standard (which Bunker Hill has been satisfying since May 2023).

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.

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

Bunker Hill also has no advanced notice of what the percentage of indirect cost will be until it receives its invoice in June

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.

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workings, and designed drilling.

There is an inherent variability of assays between check and duplicate samples taken adjacent

to each other and between sampling points that cannot be reasonably eliminated.

Additionally, there also may be unknown geologic details

that have not been identified or correctly appreciated at the current level of accumulated knowledge about the Mine.

This could result

in uncertainties that cannot be reasonably eliminated from the process of estimating mineral resources/reserves.

There is an inherent variability of assays between check and duplicate samples taken adjacent to each

other and between sampling points that cannot be reasonably eliminated.

Additionally, there also may be unknown geologic details that

have not been identified or correctly appreciated at the current level of accumulated knowledge about the Mine.

This could result in

uncertainties that cannot be reasonably eliminated from the process of estimating mineral resources/reserves.

If these estimates were

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Minerals recovered

in small-scale tests may not be duplicated in large-scale tests under on-site conditions or in production scale.

in small-scale tests may not be duplicated in large-scale tests under on-site conditions or on a production scale.

Company’s exploration activities may not be commercially successful, which could lead the Company to abandon its plans to develop

the Mine and its investments in exploration.

Company’s long-term success depends on its ability to identify mineral 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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standards and regulations related to waste disposal, toxic substances, land use reclamation, and environmental protection.

Specifically,

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

and closure plan

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

of mine operations:

quality operating permit

this permit is required, there can be no assurance that the Company will be able to obtain them in a timely manner or at all.

It 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.

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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Environmental

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

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.

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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.

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 with

other companies that produce its planned commercial products for capital.

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.

silver industry is highly competitive, and the Company is required to compete with other corporations and business entities, many of

which have greater resources than it does.

Such corporations and other business entities could outbid the Company for potential projects

or produce minerals at lower costs, which would have a negative effect on the Company’s 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.

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 have been 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, as the economic feasibility of any ore

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

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

Any failure of such other companies to meet their

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,

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

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

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 directors, officers 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.

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.

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.

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

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dollar and the Canadian dollar.

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

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

The Mine is located in Northern Idaho and may be

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

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.

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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.

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.

exploration and development is subject to extraordinary operating risks.

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have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.

Company may purchase additional mining properties.

the Company loses or abandons its interests in its mineral properties, there is no assurance that it will be able to acquire another

mineral property of merit or that such an acquisition would be approved by the TSXV, OTCQB or any other applicable securities exchange

or marketplace.

There is also no guarantee that the TSXV, OTCQB or any other applicable securities exchange or marketplace will approve

the acquisition of any additional properties by the Company, whether by way of an option or otherwise, should the Company wish to acquire

any additional properties.

Company may be unable to purchase additional mining properties.

the Company loses or abandons its interests in its mineral properties, or plans further property acquisition as part of its business

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.

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.

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

The Company’s s securities are

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

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,

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shareholders, and even the perception that such an issuance may occur could have a negative impact on the trading price of the common

Company’s common stock could be influenced by research and reports that industry or securities analysts may be published.

Company’s common stock could be influenced by research and reports that industry or securities analysts may publish.

trading market for the Company’s common stock could be influenced by research and reports that industry and/or securities analysts

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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