What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-14 compared with 2023-08-11 · 280 added, 279 removed, 11 unchanged (98% of the section changed)

Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements contained herein constitute

“forward-looking statements.” Except for the historical information contained herein, this report contains forward-looking

statements (identified by the words “estimate,” “project,” “anticipate,” “plan,” “expect,”

“intend,” “believe,” “hope,” “strategy” and similar expressions), which are based on our

current expectations and speak only as of the date made.

These forward-looking statements are subject to various risks, uncertainties

and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements, including,

without limitation, those discussed under Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K

for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on April 21, 2023, and those described herein

that could cause actual results to differ materially from the results anticipated in the forward-looking statements, and the following:

Our limited operating history with our business model;

The limited financing currently available to us.

We may in the near future have a number of obligations that we will be unable to meet without generating additional income or raising additional capital;

Further cost reductions or curtailment in future operations due to our low cash balance and negative cash flow;

Our ability to effect a financing transaction to fund our operations which could adversely affect the value of our stock;

Our limited cash resources may not be sufficient to fund continuing losses from operations;

The failure of our products and services to achieve market acceptance;

The inability to compete in our market, especially

against established industry competitors with greater market presence and financial resources;

The failure to close the proposed Merger Agreement with SGII, as described below, or the failure to successfully integrate our business with SGII upon a closing of the proposed Merger Agreement.

The objective of our Management’s Discussion

and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide users of our financial statements

with the following:

● A narrative explanation from the perspective

of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future

● Useful context to the financial statements;

● Information that allows assessment of the likelihood

that past performance is indicative of future performance.

This MD&A is a supplement to, and should

be read together with, our financial statements, including notes, referenced elsewhere in this Quarterly Report, and is provided to enhance

your understanding of our operations and financial condition.

Due to rounding, some parts of this discussion may not sum or calculate

precisely to the totals and percentages provided in the tables.

The following discussion and analysis provides

information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition,

and should be read in conjunction with the consolidated financial statements and footnotes that appear elsewhere in this Quarterly Report.

Overview and Outlook

American Battery

Materials, Inc.

(the “Company” ) is a US based renewable energy company focused on

the extraction, refinement and distribution of technical minerals in an environmentally responsible manner.

The Company formerly

developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North

Due to the nationwide shutdown related to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and

retiring certain corporate debt and obligations, and focusing on implementing a new operational direction.

Through the corporate reorganization and repositioning

process, the Company found itself with the unique opportunity to expand its management team and acquire mining claims that historically

reported high levels of Lithium and other tech minerals.

The Company hired and affiliated itself with industry veterans that bring decades

of experience, credibility and relationships.

On November 5, 2021, the Company acquired the

rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $100,000.

The acquisition was driven by historical mineral

data from seven (7) existing wells with brine aquifer access.

We have not yet commenced any mining operations, and we are an Exploration

Stage Company, as defined in Regulation S-K, Subpart 1300 (“ Regulation S-K 1300 ”).

An independent third-party technical

report indicated that further investment and development in the claims was warranted, although no determination has been made whether

we have any reserves of minerals.

Similarly, no determined has been made whether mineralization could be economically and legally produced

or extracted.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

statements contained herein constitute “forward-looking statements.” Except for the historical information contained herein,

this report contains forward-looking statements (identified by the words “estimate,” “project,” “anticipate,”

“plan,” “expect,” “intend,” “believe,” “hope,” “strategy” and

similar expressions), which are based on our current expectations and speak only as of the date made.

These forward-looking statements

are subject to various risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated

in the forward-looking statements, including, without limitation, those discussed under Part I, Item 1A “Risk Factors” in

the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission

on April 21, 2023, and those described herein that could cause actual results to differ materially from the results anticipated in the

forward-looking statements, and the following:

limited operating history with our business model;

limited financing currently available to us.

We may in the near future have a number of obligations that we will be unable to meet without

generating additional income or raising additional capital;

cost reductions or curtailment in future operations due to our low cash balance and negative cash flow;

ability to effect a financing transaction to fund our operations which could adversely affect the value of our stock;

limited cash resources may not be sufficient to fund continuing losses from operations;

failure of our products and services to achieve market acceptance;

inability to compete in our market, especially against established industry competitors with greater market presence and financial resources;

failure to close the proposed Merger Agreement with SGII, as described below, or the failure to successfully integrate our business

with SGII upon a closing of the proposed Merger Agreement.

objective of our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

is to provide users of our financial statements with the following:

narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity

and certain other factors that may affect future results;

context to the financial statements;

that allows assessment of the likelihood that past performance is indicative of future performance.

is a supplement to, and should be read together with, our financial statements, including notes, referenced elsewhere in this Quarterly

Report, and is provided to enhance your understanding of our operations and financial condition.

Due to rounding, some parts of this

discussion may not sum or calculate precisely to the totals and percentages provided in the tables.

following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of

our results of operations and financial condition, and should be read in conjunction with the consolidated financial statements and footnotes

that appear elsewhere in this Quarterly Report.

Battery Materials, Inc.

(the “Company”) is a US based renewable energy company focused on the extraction, refinement and

distribution of technical minerals in an environmentally responsible manner.

The Company formerly developed, marketed and distributed

various self-serve electronic kiosks and mall/airport co-branded islands throughout North America.

Due to the nationwide shutdown

related to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and retiring certain corporate debt and obligations,

and focusing on implementing a new operational direction.

the corporate reorganization and repositioning process, the Company found itself with the unique opportunity to expand its management

team and acquire mining claims that historically reported high levels of Lithium and other tech minerals.

The Company hired and affiliated

itself with industry veterans that bring decades of experience, credibility and relationships.

November 5, 2021, the Company acquired the rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $100,000.

acquisition was driven by historical mineral data from seven (7) existing wells with brine aquifer access.

We have not yet commenced

any mining operations, and we are an Exploration Stage Company, as defined in Regulation S-K, Subpart 1300 (“Regulation S-K 1300”).

An independent third-party technical report indicated that further investment and development in the claims was warranted, although no

determination has been made whether we have any reserves of minerals.

Similarly, no determined has been made whether mineralization could

be economically and legally produced or extracted.

We have no reserves as defined by Regulation S-K 1300.

On October 20, 2022 the Company, following receipt

of written approval from stockholders acting without a meeting and holding at least the minimum number of votes that would be necessary

to authorize or take such action at a meeting, filed an amendment to its Certificate of Incorporation to (i) change the name of the Company

to “AMERICAN BATTERY MATERIALS, INC.” (the “ Name Change ”);

and, (ii) increase the total number of authorized

shares of the Company’s common stock, par value $0.001 per share, from 600,000,000 to 4,500,000,000 (the “ Authorized Share

The Name Change was processed by FINRA and was effective on May 1, 2023, at which time the Company’s trading

symbol was also changed to BLTH.

October 20, 2022 the Company, following receipt of written approval from stockholders acting without a meeting and holding at least the

minimum number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate

of Incorporation to (i) change the name of the Company to “AMERICAN BATTERY MATERIALS, INC.” (the “Name Change”);

and, (ii) increase the total number of authorized shares of the Company’s common stock, par value $0.001 per share, from 600,000,000

to 4,500,000,000 (the “Authorized Share Increase”).

The Name Change was processed by FINRA and was effective on May 1, 2023,

at which time the Company’s trading symbol was also changed to BLTH.

The Authorized Share Increase was effective as of October

On October 20, 2022, in addition to the Name Change

and the Authorized Share Increase, the holder of 63.86% of the issued and outstanding shares of stock of the Company entitled to vote

took action by written consent and without a meeting, pursuant to Delaware General Corporate Law Section 228, and adopted and approved

the following actions:

Future amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “ Authorized Share Reduction ”), at any time prior to October 20, 2023 (the “ Anniversary Date ”), with the Board having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number of the Authorized Share Reduction within the above range.

Future amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000, (the “ Reverse Split ”), at any time prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range.

On April 25, 2023, the Company formed Mountain

Sage Minerals LLC, a Utah limited liability company, of which it is the 100% owner.

The Company will look to expand its holdings

in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities through this new LLC.

On June 1, 2023, the Company entered into an Agreement

and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition II Corp., a Delaware corporation (“SGII”),

and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of SGII (“Merger Sub”).

SGII is a blank check

company, also referred to as a special purpose acquisition company, formed for the purpose of effectuating a merger, capital stock exchange,

asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

an early stage and emerging growth company.

Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the

Company surviving the merger.

As a result of the transactions under the Merger Agreement, ABM will become a wholly-owned subsidiary of

The stockholders of ABM will become stockholders of SGII under an exchange ratio in the Merger Agreement.

The closing of the transactions

under the Merger Agreement is expected to be consummated in 2023, after the required approval by the stockholders of SGII and the fulfillment

of certain other conditions.

The Merger Agreement was amended on July 14, 2023 (the “Amendment”).

Pursuant to the Amendment,

the parties agreed to (i) reduce the value of the shares of SGII common stock to be paid as consideration to ABM’s stockholders

from $160 million to $120 million;

(ii) extend the Merger Agreement’s termination date from August 19, 2023 to February 19, 2024;

and, (iii) amend the Merger Agreement to obligate the Company to fund one-half of the additional payment into trust (i.e., $0.015 per

share by the Company) that SGII intends to make in connection with an extension to the date by which SGII must complete a business combination.

If the Company fails to make any such contribution that is subsequently funded by SGII (each, a “Contribution Shortfall”),

then the Company shall issue to SGII’s sponsor a number of shares with value equal to two times the amount of all Contribution Shortfalls

either (a) if the transactions under the Merger Agreement close, of the post-business combination company;

or, (b) if the transactions

under the Merger Agreement do not close, of the Company.

The Company has been moving forward with its strategy

of employing advanced brine extractive technology methodologies and has been in talks with numerous extraction providers.

Selective mineral

extraction is clearly the most cost-effective and ESG friendly approach currently available.

Technologies are being utilized that can

extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquafer.

The prospective partners

have been provided the analytical results from the technical reports, but will soon provide current results, analytical, Geotech modeling,

aquifer modeling, recharge, flows, and depth.

We will need funding to support continuing operations and support our growth strategy, and

we will need to finance operations by offering any combination of equity offerings, debt financing, collaborations, strategic alliances,

or other licensing arrangements.

There is no assurance we will be able to raise sufficient capital to finance our operations.

also a risk that the proposed Merger Agreement with SGII, as described below, will not close, or that we will fail to successfully integrate

our business with SGII upon a closing of the proposed Merger Agreement.

Results of Operations

Three Months Ended

June 30, 2023 Compared to Three Months Ended June 30, 2022

For the three months

ended June 30, 2023 and 2022, the Company had no revenue.

Operating Expenses

General and administrative

expenses for the three months ended June 30, 2023 were $1,094,066, an increase of $729,878 or 200%, compared to $364,188 for the three

months ended June 30, 2022.

The increase in operating expenses was mainly due to an increase in professional fees and stock compensation

In the second quarter of 2022, the Company activated consulting teams to pursue additional land acquisitions, and to begin the

State and Federal permitting process for project development work.

In addition, the Company

initiated construction strategies based on reports from RESPEC, the Company’s engineering partner, for geological modeling and drill

entry design and related planning.

Interest Expense

Interest expense for

the three months ended June 30, 2023, was $37,063, as compared to $173,758 during the three months ended June 30, 2022 due to the conversion of convertible notes payable during the fourth quarter of 2022.

October 20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86% of the issued and outstanding

shares of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate

Law Section 228, and adopted and approved the following actions:

amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s

Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “Authorized Share

Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board having the discretion

to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number of the Authorized

Share Reduction within the above range.

amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock

by a ratio of not less than 1-for-10 and not more than 1-for-1,000, (the “Reverse Split”), at any time prior to the Anniversary

Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the

exact ratio for the Reverse Split within the above range.

April 25, 2023, the Company formed Mountain Sage Minerals LLC, a Utah limited liability company, of which it is the 100% owner.

The Company will look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture

opportunities through this new LLC.

June 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition

II Corp., a Delaware corporation (“SGII”), and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary

of SGII (“Merger Sub”).

SGII is a blank check company, also referred to as a special purpose acquisition company, formed

for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar

business combination with one or more businesses.

SGII is an early stage and emerging growth company.

Pursuant to the Merger

Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger.

As a result of the transactions under

the Merger Agreement, ABM will become a wholly-owned subsidiary of SGII.

The stockholders of ABM will become stockholders of SGII under

an exchange ratio in the Merger Agreement.

The closing of the transactions under the Merger Agreement is expected to be consummated in

2023, after the required approval by the stockholders of SGII and the fulfillment of certain other conditions.

The Merger Agreement was

amended on July 14, 2023 (the “Amendment”).

Pursuant to the Amendment, the parties agreed to (i) reduce the value of the

shares of SGII common stock to be paid as consideration to ABM’s stockholders from $160 million to $120 million;

(ii) extend the

Merger Agreement’s termination date from August 19, 2023 to February 19, 2024;

and, (iii) amend the Merger Agreement to obligate

the Company to fund one-half of the additional payment into trust (i.e., $0.015 per share by the Company) that SGII intends to make in

connection with an extension to the date by which SGII must complete a business combination.

If the Company fails to make any such contribution

that is subsequently funded by SGII (each, a “Contribution Shortfall”), then the Company shall issue to SGII’s sponsor

a number of shares with value equal to two times the amount of all Contribution Shortfalls either (a) if the transactions under the Merger

Agreement close, of the post-business combination company;

or, (b) if the transactions under the Merger Agreement do not close, of the

Company has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks

with numerous extraction providers.

Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently

Technologies are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines

back down into the aquafer.

The prospective partners have been provided the analytical results from the technical reports, but will soon

provide current results, analytical, geotech modeling, aquifer modeling, recharge, flows, and depth.

We will need funding to support

continuing operations and support our growth strategy, and we will need to finance operations by offering any combination of equity offerings,

debt financing, collaborations, strategic alliances, or other licensing arrangements.

There is no assurance we will be able to raise

sufficient capital to finance our operations.

There is also a risk that the proposed Merger Agreement with SGII, as described below,

will not close, or that we will fail to successfully integrate our business with SGII upon a closing of the proposed Merger Agreement.

of Operations

Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

the three months ended September 30, 2023 and 2022, the Company had no revenue.

and administrative expenses for the three months ended September 30, 2023 were $624,952, an increase of $293,217 or 36%, compared to

$331,735 for the three months ended September 30, 2022.

The increase in operating expenses was mainly due to an increase in professional

fees, mining maintenance fees and stock compensation expenses.

In the second quarter of 2022, the Company activated consulting teams

to pursue additional land acquisitions, and to begin the State and Federal permitting process for project development work.

addition, the Company initiated construction strategies based on reports from RESPEC, the Company’s engineering partner, for geological

modeling and drill entry design and related planning.

value of stock issued for note modification

During the three months

ended September 30, 2023, the Company recorded a fair value of stock issued for note modification of $168,856.

No such transactions were

noted during the three months ended September 30, 2022.

fees due to SPAC Sponsor

the three months ended September 30, 2023, the Company recorded $101,662 of extension fees due to SPAC Sponsor.

No such transactions

were noted during the three months ended September 30, 2022.

expense for the three months ended September 30, 2023, was $47,554, as compared to $175,133 during the three months ended September 30,

2022 due to the conversion of convertible notes payable during the fourth quarter of 2022.

As a result of the foregoing,

the net loss for the three months ended June 30, 2023 was $1,131,129 as compared to the net loss of $537,946 during the three months

ended June 30, 2022.

Six Months Ended June

30, 2023 Compared to Six Months Ended June 30, 2022

For the six months ended

June 30, 2023 and 2022, the Company had no revenue.

Operating Expenses

General and administrative

expenses for the six months ended June 30, 2023 were $1,540,542, an increase of $1,050,282 or 214%, compared to $490,260 for the six months

ended June 30, 2022.

The increase in operating expenses was mainly due to an increase in professional fees and stock compensation expenses.

In the second quarter of 2022, the Company activated consulting teams to pursue additional land acquisitions, and to begin the State and

Federal permitting process for project development work.

In addition, the Company

initiated construction strategies based on reports from RESPEC, the Company’s engineering partner, for geological modeling and drill

entry design and related planning.

Change in Fair Value

of Derivative Liabilities

During the six months

ended June 30, 2022, the Company recorded a gain on the change in fair value of derivative liabilities of $211,345.

The underlying convertible

notes were converted during the fourth quarter of 2022, resulting in no derivative liabilities during the six months ended June 30, 2023.

Gain on Settlement of Liabilities

During the six months

ended June 30, 2023, the Company recorded a gain on settlement of liabilities of $67,984, consisting of $7,008 in principal and $60,976

in interest forgiven by noteholders.

No such transactions were noted during the six months ended June 30, 2022.

Interest Expense

Interest expense for

the six months ended June 30, 2023 was $47,217, as compared to $362,805 during the six months ended June 30, 2022 due to the conversion of convertible notes payable during the fourth quarter of 2022.

the net loss for the three months ended September 30, 2023 was $943,024 as compared to the net loss of $506,868 during the three months

ended September 30, 2022.

months Ended September 30, 2023 Compared to Nine months Ended September 30, 2022

the nine months ended September 30, 2023 and 2022, the Company had no revenue.

and administrative expenses for the nine months ended September 30, 2023 were $2,165,494, an increase of $1,343,499 or 163%, compared

to $821,995 for the nine months ended September 30, 2022.

The increase in operating expenses was mainly due to an increase in professional

fees, mining maintenance fees and stock compensation expenses.

In the second quarter of 2022, the Company activated consulting teams

to pursue additional land acquisitions, and to begin the State and Federal permitting process for project development work.

addition, the Company initiated construction strategies based on reports from RESPEC, the Company’s engineering partner, for geological

modeling and drill entry design and related planning.

in Fair Value of Derivative Liabilities

the nine months ended September 30, 2022, the Company recorded a gain on the change in fair value of derivative liabilities of $211,345.

The underlying convertible notes were converted during the fourth quarter of 2022, resulting in no derivative liabilities during the

nine months ended September 30, 2023.

on Settlement of Liabilities

the nine months ended September 30, 2023, the Company recorded a gain on settlement of liabilities of $67,984, consisting of $7,008 in

principal and $60,976 in interest forgiven by noteholders.

No such transactions were noted during the nine months ended September 30,

value of stock issued for note modification

During the nine months

ended September 30, 2023, the Company recorded a fair value of stock issued for note modification of $168,856.

No such transactions were

noted during the nine months ended September 30, 2022.

fees due to SPAC Sponsor

the nine months ended September 30, 2023, the Company recorded $101,662 of extension fees due to SPAC Sponsor.

No such transactions were

noted during the nine months ended September 30, 2022.

expense for the nine months ended September 30, 2023 was $94,771, as compared to $537,938 during the nine months ended September 30,

2022 due to the conversion of convertible notes payable during the fourth quarter of 2022.

As a result of the foregoing,

the net loss for the six months ended June 30, 2023, was $1,519,775 as compared to the net loss of $641,720 during the six months ended

June 30, 2022.

Liquidity and Capital

the net loss for the nine months ended September 30, 2023, was $2,462,799 as compared to the net loss of $1,148,558 during the nine months

ended September 30, 2022.

and Capital Resources

We require cash to fund

2 unchanged sentences

statements have been prepared on a going concern basis.

The Company had net loss of $1,519,775 during the six months ended June 30, 2023,

has accumulated losses totaling $19,374,612, and has a working capital deficit of $2,463,537 as of June 30, 2023.

These factors, among

others, indicate that the Company may be unable to continue as a going concern.

The consolidated financial statements do not include any

adjustments that might result from the outcome of these uncertainties.

Since we acquired our

first mining claims in November 2021, we have faced an increasingly challenging liquidity situation that has limited our ability to execute

on our operating plan.

The Company will need to raise additional financing in order to fund its operations for the next 12 months, and

to allow the Company to continue the development of its business plans and satisfy its obligations on a timely basis.

Should additional

financing not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness.

can be no assurance that the Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional

Sources of additional

capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or

revolving credit facilities.

We may not be successful in locating suitable financing transactions in the time period required or at all,

and we may not obtain the capital we require by other means.

Unless we can attract additional investment, our operating as a going concern

If we are unable to obtain

sufficient amounts of additional capital, we may have to cease filing the required reports and cease operations completely.

additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage

ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights

preferences or privileges senior to the common stock.

Cash Flows from Operating

During the six months

ended June 30, 2023, the Company used $1,491,431 of cash in operating activities as a result of the Company’s net loss of $1,519,775,

increased by gain on debt settlement of $67,984 and net changes in operating assets and liabilities of $277,322, and offset by share-based compensation of $373,650.

During the six months ended June 30, 2022, the

Company used $510,873 of cash in operating activities as a result of the Company’s net loss of $641,720, increased by change in fair market value of derivative liability of

$211,345, and offset by share-based compensation

of $525, and net changes in operating assets and liabilities of $341,667.

Cash Flows from Investing

During the six months ended June 30, 2023, the Company expended

$106,000 for staking activities related to new federal mining claims located in the Lisbon Valley of Utah.

During the six months

ended June 30, 2022, the Company had no investing activities.

Cash Flows from Financing

During the six months

ended June 30, 2023, financing activities provided $1,764,000, resulting from $1,575,000 in proceeds from convertible notes, and $189,000

in proceeds from the exercise of warrants.

During the six months ended June 30, 2022, financing

activities provided $515,000, resulting from $590,000 in proceeds from convertible notes, offset by $75,000 in repayments of convertible

Off-Balance Sheet

The Company does not

have any off-balance sheet arrangements that have, or are reasonably likely to have, an effect on its financial condition, financial statements,

revenues or expenses.

Management continues

to evaluate the impact of the existence of inflationary trends on the U.S.

economy and the recent increase in interest rates.

the Company’s operations are influenced by general economic conditions, it does not believe that inflation or rising interest rates

had a material effect on its results of operations during the last two years.

While it is reasonably possible that such uncertainties,

and governmental and societal actions to manage them, could have a negative effect on the Company’s financial position in the future,

the specific impact is currently not readily determinable.

Critical Accounting

The preparation of financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management

to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying

The consolidated financial statements as of June 30, 2023 describe the significant accounting policies and methods used in the

preparation of the consolidated financial statements.

Actual results could differ from those estimates and be based on events different

from those assumptions.

The Company had net loss of $2,462,799 during the nine months ended September

30, 2023, has accumulated losses totaling $20,317,636, and has a working capital deficit of $3,165,242 as of September 30, 2023.

factors, among others, indicate that the Company may be unable to continue as a going concern.

The consolidated financial statements do

not include any adjustments that might result from the outcome of these uncertainties.

we acquired our first mining claims in November 2021, we have faced an increasingly challenging liquidity situation that has limited

our ability to execute on our operating plan.

The Company will need to raise additional financing in order to fund its operations for

the next 12 months, and to allow the Company to continue the development of its business plans and satisfy its obligations on a timely

Should additional financing not be available, the Company will have to negotiate with its lenders to extend the repayment dates

of its indebtedness.

There can be no assurance that the Company will be able to successfully restructure its debt obligations in the

event it fails to obtain additional financing.

of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing,

bank loans or revolving credit facilities.

We may not be successful in locating suitable financing transactions in the time period required

or at all, and we may not obtain the capital we require by other means.

Unless we can attract additional investment, our operating as

a going concern is in doubt.

we are unable to obtain sufficient amounts of additional capital, we may have to cease filing the required reports and cease operations

If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future

obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity

securities may have rights preferences or privileges senior to the common stock.

Flows from Operating Activities

During the nine months

ended September 30, 2023, the Company used $1,911,600 of cash in operating activities as a result of the Company’s net loss of $2,462,799,

increased by gain on debt settlement of $67,984 and amortization of debt discount of $89,876, and offset by fair value of options issued

for note modification of $168,856, share-based compensation of $446,113, and net changes in operating assets and liabilities of $94,090.

the nine months ended September 30, 2022, the Company used $720,338 of cash in operating activities as a result of the Company’s

net loss of $1,148,588, offset by share-based compensation of $11,080, change in fair market value of derivative liability of $211,345,

and net changes in operating assets and liabilities of $628,515.

Flows from Investing Activities

the nine months ended September 30, 2023, the Company expended $106,000 for staking activities related to new federal mining claims located

in the Lisbon Valley of Utah.

the nine months ended September 30, 2022, the Company had no investing activities.

Flows from Financing Activities

the nine months ended September 30, 2023, financing activities provided $2,314,000, resulting from $2,025,000 in proceeds from convertible

notes, $100,000 in proceeds from promissory notes, and $189,000 in proceeds from the exercise of warrants.

the nine months ended September 30, 2022, financing activities provided $765,000, resulting from $590,000 in proceeds from convertible

notes, $200,000 in proceeds from promissory notes, and $50,000 in proceeds from issuance of preferred stock, offset by $75,000 in repayments

of convertible notes.

Sheet Arrangements

Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, an effect on its financial condition,

financial statements, revenues or expenses.

continues to evaluate the impact of the existence of inflationary trends on the U.S.

economy and the recent increase in interest

Although the Company’s operations are influenced by general economic conditions, it does not believe that inflation or rising

interest rates had a material effect on its results of operations during the last two years.

While it is reasonably possible that such

uncertainties, and governmental and societal actions to manage them, could have a negative effect on the Company’s financial position

in the future, the specific impact is currently not readily determinable.

Accounting Policies

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial

statements and accompanying notes.

The consolidated financial statements as of September 30, 2023 describe the significant accounting

policies and methods used in the preparation of the consolidated financial statements.

Actual results could differ from those estimates

and be based on events different from those assumptions.

Future events and their effects cannot be predicted with certainty;

estimating therefore, requires the exercise

Thus, accounting estimates change as new events occur, as more experience is acquired or as additional information is obtained.

The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation

of our consolidated financial statements:

Fair Value of Financial

For certain of the Company’s

financial instruments, including cash and equivalents, accounts receivable, accounts payable, accrued liabilities and short-term debt,

the carrying amounts approximate their fair values due to their short maturities.

ASC Topic 820, “Fair Value Measurements and Disclosures,”

requires disclosure of the fair value of financial instruments held by the Company.

ASC Topic 825, “Financial Instruments,”

defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure

requirements for fair value measures.

The three levels of valuation hierarchy are defined as follows:

therefore, requires the exercise of judgment.

Thus, accounting estimates change as new events occur, as more experience is acquired or

as additional information is obtained.

The following critical accounting policies are impacted significantly by judgments, assumptions

and estimates used in the preparation of our consolidated financial statements:

Value of Financial Instruments

certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, accounts payable, accrued

liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

ASC Topic 820, “Fair

Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company.

825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair

value measurement that enhances disclosure requirements for fair value measures.

The three levels of valuation hierarchy are defined

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

This category includes those derivative instruments that the Company values using observable market data.

Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e.

The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and

volume to provide pricing information on an ongoing basis

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially

the full term of the asset or liability.

This category includes those derivative instruments that the Company values using observable

Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments,

can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less

observable from objective sources (i.e.

supported by little or no market activity).

Level 3 instruments include derivative warrant instruments.

The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2.

Derivative Financial Instruments

The Company evaluates

its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair

market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations.

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

Factors That May Adversely

Affect Our Results of Operations

Our results of operations

may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which

are beyond our control.

Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions,

increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending,

the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability,

such as the military conflict in the Ukraine.

We cannot at this time fully predict the likelihood of one or more of the above events,

their duration, or magnitude, or the extent to which they may negatively impact our business.

and Qualitative Disclosures about Market Risk

Not required for smaller

reporting companies.

Level 3 instruments include derivative warrant

The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level

1 or Level 2.

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities

for accounting purposes.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially

recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated

statement of operations.

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency

That May Adversely Affect Our Results of Operations

results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial

markets, many of which are beyond our control.

Our business could be impacted by, among other things, downturns in the financial markets

or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer

confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants,

and geopolitical instability, such as the military conflict in the Ukraine.

We cannot at this time fully predict the likelihood of one

or more of the above events, their duration, or magnitude, or the extent to which they may negatively impact our business.

Quantitative and Qualitative Disclosures about Market Risk

required for smaller reporting companies.

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 2. Management’s Discussion and Analysis