What changed in this filing

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Item 1. Business

2025-03-25 compared with 2024-04-01 · 134 added, 140 removed, 279 unchanged (50% of the section changed)

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credibility and relationships.

November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the

future payment of royalties based on a percentage of the net revenue from the sale of lithium produced from a portion of the mining property.

November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the future

payment of royalties based on a percentage of the net revenue from the sale of lithium produced from a portion of the mining property.

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

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July 2023, we acquired and staked additional lithium mining claims adjacent to our Lisbon Valley Project in Utah.

The new claims

have been registered with the Bureau of Land Management (BLM).

We now own a total of 743 placer claims over 14,320 acres, comprised of

the 102 original claims held and the 641 new claims.

The new claims have

been registered with the Bureau of Land Management (BLM).

We now own a total of 743 placer claims over 14,320 acres, comprised of the

102 original claims held and the 641 new claims.

Growth Strategy

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In June 2021, the U.S.

Department of Energy published a report

titled “National Blueprint for Lithium Batteries 2021-2030” (the “NBLB Report”) which was developed by the Federal

Consortium for Advanced Batteries (“FCAB”), a collaboration by the U.S.

Department of Energy published a report titled “National

Blueprint for Lithium Batteries 2021-2030” (the “NBLB Report”) which was developed by the Federal Consortium for Advanced

Batteries (“FCAB”), a collaboration by the U.S.

Departments of Energy, Defense, Commerce, and State.

According to the Report, one of the main goals of this U.S.

According to the Report,

one of the main goals of this U.S.

government effort is to “secure U.S.

access to raw materials for lithium

batteries.” In the NBLB Report, Jennifer M.

Granholm, the U.S.

Secretary of Energy, states:

“Lithium-based batteries

power our daily lives from consumer electronics to national defense.

They enable electrification of the transportation sector and provide

stationary grid storage, critical to developing the clean-energy economy.”

access to raw materials for lithium batteries.” The

NBLB Report summarizes the U.S.

government’s views on the need for lithium and the expected growth of the lithium battery market

robust, secure, domestic industrial base for lithium-based batteries requires access to a reliable supply of raw, refined, and

processed material inputs…”

worldwide lithium battery market is expected to grow by a factor of 5 to 10 in the next decade.”

“A robust, secure, domestic industrial base for lithium-based batteries requires access to a reliable supply of raw, refined,

and processed material inputs…”

“The worldwide lithium battery market is expected to grow by a factor of 5 to 10 in the next decade.”

March 20, 2025, President Donald J.

Trump signed an Executive Order aimed at increasing American mineral production to enhance national

security, reduce reliance on foreign minerals, and create jobs.

The order directs federal agencies to expedite permitting for mineral

projects, prioritize critical mineral deposits on federal lands, and utilize the Defense Production Act to expand domestic capacity.

It also establishes a critical minerals fund and encourages collaboration with private industry to secure a resilient supply chain for

materials like rare earths, uranium, copper, and coal.

Highlighting the strategic importance of critical minerals for emerging technologies

and military readiness, the administration seeks to address the U.S.’s significant import dependence—particularly on China, which

supplies 70% of rare earths— and signal a clear shift in focus toward U.S.-centric projects and national security.

forecasts a significant growth in demand for lithium in the US of 487% to almost 412,000 tonnes of lithium carbonate equivalent by 2030.

growth in electric vehicles (“EVs”) will provide the greatest needs for lithium-based batteries.

The NBLB Report states:

“Bloomberg projects worldwide sales of 56 million passenger electric vehicles in 2040, of which 17% (about 9.6 million EVs) will

be in the U.S.

market.” Source:

NBLB Report (defined above).

Original Source:

Bloomberg NEF Long-Term Electric Vehicle Outlook

a February 2021 report, Canalys, a global technology market analyst firm, states that global sales of EVs in 2020

increased by 39% year on year to 3.1 million units.

This compares with a sales decline of 14% of the total passenger car market

Canalys forecasts that the number of EVs sold will rise to 30 million in 2028 and EVs will represent nearly half of all passenger

cars sold globally by 2030.

Long-Term Electric Vehicle Outlook 2021 report states:

“The outlook for EV adoption is getting much brighter, due to a combination

of more policy support, further improvements in battery density and cost, more charging infrastructure being built, and rising commitments

from automakers.

Passenger EV sales are set to increase sharply in the next few years, rising from 3.1 million in 2020 to 14 million

Globally, this represents around 16% of passenger vehicle sales in 2025, but some countries achieve much higher shares.

for example, EVs represent nearly 40% of total sales by 2025, while China — the world’s largest auto market — hits

the lithium battery growth derived from grid storage demands, the NBLB Report states:

“In addition to the EV market, grid

storage uses of advanced batteries are also anticipated to grow, with Bloomberg projecting total global deployment to reach over 1,095

GW by 2040, growing substantially from 9 GW in 2018;” and “Bloomberg forecasts 3.2 million EV sales in the U.S.

for 2028, and over 200 GW of lithium-ion battery-based grid storage deployed globally by 2028.

With an average EV battery capacity of

100 kWh, 320 GWh of domestic lithium-ion battery production capacity will be needed just to meet passenger EV demand.

August 25, 2022, the Washington Post published an article titled “Did California just kill the gas-powered car?” and

with the sub-heading “California’s decision to ban the sales of combustion engine cars is the latest victory in the transition

to electric vehicles.” A particularly relevant passage from this article reads as follows:

“…the transition from gas-powered, internal combustion

engine vehicles to electric vehicles no longer feels niche, or speculative.

It feels inevitable.

And this week, another profound development:

California, which already leads the nation with 18 percent of new cars sold electric, is expected to approve a regulation to ban

the sales of new gas-only powered vehicles by 2035.

In addition to EVs, only a limited number of plug-in hybrids will be allowed

This is a big deal:

California’s car market is only slightly smaller than those of France, Italy and Britain — and

while many countries have promised to phase out sales of gas cars by such-and-such date, few have concrete regulations like California.

Sixteen states have traditionally followed California’s lead in setting its own independent fuel standards — they

could soon follow.”

no assurances can be given, these recent developments, if left unchallenged, may potentially increase demand for lithium in the U.S.,

as well as globally.

Benchmark Mineral Intelligence, a global consulting firm specializing in the battery supply chain market, in a September

6, 2022 report, predicted that:

for lithium-ion batteries is set to grow six-fold by 2032 as global automakers scale up production of EVs;

meet the world’s lithium requirements would require 74 new lithium mines with an average size of 45,000 tonnes by 2035.

The BloombergNEF Electric

Vehicle Outlook 2024 presents an optimistic view of EV demand and sales growth, albeit not at the accelerated pace we witnessed during

Global passenger EV sales are projected to climb from 13.9 million in 2023 to over 30 million by 2027, with the EV share of

new vehicle sales reaching 33%, driven by declining battery costs—down 90% over the past decade—and innovative models from

Meanwhile, the commercial sector is accelerating, with electric vans and buses poised for significant gains;

sales of electric

light-duty delivery vans and trucks are spreading rapidly in China, South Korea, and Europe, approaching one-third of sales by 2030,

while municipal buses are expected to exceed 60% of sales by the same year.

electric vehicle (EV) market is showing promising growth, with Kelley Blue Book reporting 1.3 million EVs sold last year—a

solid 7.3% rise from 2023—bolstered by a strong fourth quarter where sales grew over 15% compared to the previous year.

Cox Automotive’s

2025 outlook offers a positive forecast, predicting EVs and hybrids will account for 25% of U.S.

car sales, with full EVs expected to

reach 10%, up from 7.5% last year, suggesting steady progress in electrification.

Despite uncertainties around tariffs and potential

changes to federal clean vehicle credits, EV adoption continues to climb—Rho Motion notes an encouraging 28% increase in sales

for fully electric and plug-in hybrid models in the first two months of this year and forecast a 16% growth in U.S.

and Canada in 2025

versus 2024, reflecting a resilient and growing interest in EVs among American buyers.

Canaccord Genuity report from March 20, 2025, highlights that while EV sales are expected to grow at a slower pace —with a revised

forecast showing more modest 10% CAGR to 2035, down from a 40% CAGR between 2020 and 2024—the burgeoning Battery Energy Storage

Systems (BESS) market will help offset this decline.

BESS installations have surged at a 150% CAGR since 2020, reaching 166 GWh in 2024,

and are projected to grow to 2,100 GWh by 2035 at a 20% CAGR.

This growth is driven not only by traditional grid and behind-the-meter

applications but also by increasing integration with renewable energy sources for data centers, which are expected to account for 5%

of global electricity demand by 2035 (up from 3%).

This expansion in BESS capacity provides a robust counterbalance to the tempered EV

market, supporting continued demand for battery materials despite the EV slowdown.

current oversupply and low prices in battery raw material markets, in an article from January 7th, 2025, Benchmark Minerals forecasts

significant deficits within a decade, with lithium and nickel facing shortfalls of 572,000 tonnes and 839,000 tonnes by 2034—seven

times larger than today’s surpluses.

To meet 2030 battery demand, $514 billion in investment is needed, including $220 billion

for upstream projects, with nickel ($66 billion) and lithium ($51 billion) requiring the most.

Lithium is seen as the primary bottleneck,

needing mined supply to jump from over 1 million tonnes in 2024 to 2.7 million tonnes by 2030, driven largely by EVs.

Western efforts

to reduce reliance on China, where costs are lower due to lax regulations, may increase this investment figure, while the slow pace of

mine development (5-25 years) versus faster midstream/downstream projects (under 5 years) highlights a critical disconnect, underscoring

the urgent need for upstream investment to support gigafactories and future EV growth.

these figures are robust relative to historical data, there can be no guarantee that ultimate consumer adoption for EVs and plug-in-hybrid

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is mined from three different deposit types:

lithium brine deposits, pegmatite lithium deposits (also referred to as “hard

rock”), and sedimentary lithium deposits (also referred to as clay deposits).

Brine deposits are the most common, accounting for

more than half of the world’s known lithium reserves.

lithium brine deposits, pegmatite lithium deposits (also referred to as “hard rock”),

and sedimentary lithium deposits (also referred to as clay deposits).

Brine deposits are the most common, accounting for more than half

of the world’s known lithium reserves.

All our projects are in brine deposits.

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All producing lithium brine deposits share a number of first-order characteristics:

(1) arid climate, (2) closed basin

containing a playa or salar, (3) tectonically driving subsidence, (4) associated igneous or geothermal activity, (5) suitable

lithium source-rocks, and (6) one or more adequate aquifers.

South American countries Chile and Argentina are where the majority

of the lithium produced from brines originates, as well as Nevada, to a much smaller extent.

(1) arid climate, (2) closed basin containing

a playa or salar, (3) tectonically driving subsidence, (4) associated igneous or geothermal activity, (5) suitable lithium source-rocks,

and (6) one or more adequate aquifers.

South American countries Chile and Argentina are where the majority of the lithium produced from

brines originates, as well as Nevada, to a much smaller extent.

is anticipated that we will use a direct lithium extraction (“DLE”), and reinjection of the processed brine back into the

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to the production stage.

This method has been gaining favor in the lithium industry over the last several years because it does

not involve the use of evaporation ponds.

DLE uses a much smaller footprint than evaporation ponds and is therefore more acceptable from

an environmental standpoint.

As yet, we have not done any testing for the possibility of using DLE and will not be able to do any testing

until samples of brine are acquired from the target formations.

This method has been gaining favor in the lithium industry over the last several years because it does not involve

the use of evaporation ponds.

DLE uses a much smaller footprint than evaporation ponds and is therefore more acceptable from an environmental

As yet, we have not done any testing for the possibility of using DLE and will not be able to do any testing until samples

of brine are acquired from the target formations.

technologies precipitate lithium out of brine using filters, membranes, ceramic beads, or other equipment, which is often housed in a

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by the BLM covering 14,300 acres, part of a semi-contiguous group named the LVL Group.

The below map shows the approximate location of

The map below shows the approximate location of

maps above are referenced with Professional Land Survey System (PLSS) and a latitude/longitude reference coordinate, accurate to 50 feet.

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Oil and gas drilling and production, along with ranching have made the area relatively accessible.

has been no exploration or drilling conducted on the property by us or our predecessors other than the gathering and assimilation of

data from all available sources.

It will be necessary for us to re-enter an oil and gas well or to drill a new well to obtain brine samples

for analysis and metallurgical testing.

Permits for such operations will be required from the BLM and the UDOGM.

We are in the process

of permitting two appraisal wells.

has been no exploration or drilling conducted on the property by ABM;

however, historical drilling by oil, gas, and potash operators

on ABM claims, as well as in the surrounding area, has contributed valuable data registered with the USGS.

It will be necessary for us

to re-enter an existing well or drill a new well to obtain brine samples for further analysis and metallurgical testing.

The exploration

permit for the site has been obtained from both the Federal BLM and the State UDOGM.

With permits in hand, ABM is currently preparing

for the operational drilling phase of the project.

believe there is abundant evidence from oil, gas and potash wells drilled in the Paradox Basin indicating a probability of identifying

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have not been confirmed by actual testing by us.

have not calculated mineral and resource estimation and has no revenue being generated from the subject property.

have not calculated mineral and resource estimation and have no revenue being generated from the subject property.

The only way to determine

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Information from the two wells will be used to assess the resource potential and devise a detailed development

The subsurface data collected from the two wells will be used to refine our proprietary subsurface model.

The development model

will include a proprietary 3D seismic survey to refine the subsurface model and delineate reservoir(s) continuity below the subject property

and allow the team to select optimal spacing of future well locations and the network of production and injection wells required to fully

develop potential mineral (brine) resources.

Based on a substantial number of studies with lithium analyses from the Paradox Basin, we

believe there is a substantial indication that lithium mineralization in brines occurs beneath the Project.

subsurface data collected from the two wells will be used to refine our proprietary subsurface model.

The development model will include

a proprietary 3D seismic survey to refine the subsurface model and delineate reservoir(s) continuity below the subject property and allow

the team to select optimal spacing of future well locations and the network of production and injection wells required to fully develop

potential mineral (brine) resources.

Based on a substantial number of studies with lithium analyses from the Paradox Basin, we believe

there is a substantial indication that lithium mineralization in brines occurs beneath the Project.

have retained a third-party consulting firm to assist with drilling, completion and review of test results for the two appraisal wells.

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S-K 1300, is included as an exhibit to our registration statement, filed on February 12, 2024.

The effective date of the report is

October 31, 2023.

Internal Controls

Even though we have yet to

establish mineral resource and reserve estimates, we have established internal controls for reviewing and documenting the information

we intend to use to support mineral reserve and mineral resource estimates.

We have engaged third party service providers and specialists

in geosciences, and data and engineering for exploration and mine productivity and efficiency.

A review of all progress on the development

of our mineral resources and reserves estimates, including related assumptions, is undertaken and finalized by our qualified person (“QP”).

When determining resources

and reserves, as well as the differences between resources and reserves, our QP will develop specific criteria, each of which must be

met to qualify as a resource or reserve, respectively.

The QP and our management must agree on the reasonableness of the criteria for

the purposes of estimating resources and reserves.

These criteria, such as demonstration of economic viability, points of reference, and

grade, must be specific and attainable.

All estimates require a combination of historical data and key assumptions and parameters.

possible, historical data and resources, data from public information, and generally accepted industry sources will be used to develop

these estimations.

We have developed quality

control and quality assurance (“QC/QA”) procedures at our Lisbon Valley property, which were reviewed by our QP to ensure

the process for developing mineral resource and reserve estimates is sufficiently accurate.

QC/QA procedures include independent checks

on samples by third party laboratories, and duplicate sampling, among others.

In addition, our QP will review the consistency of historical

production as part of its analysis of the QC/QA procedures.

The effective date of the report is October

though we have yet to establish mineral resource and reserve estimates, we have established internal controls for reviewing and documenting

the information we intend to use to support mineral reserve and mineral resource estimates.

We have engaged third party service providers

and specialists in geosciences, and data and engineering for exploration and mine productivity and efficiency.

A review of all progress

on the development of our mineral resources and reserves estimates, including related assumptions, is undertaken and finalized by our

qualified person (“QP”).

determining resources and reserves, as well as the differences between resources and reserves, our QP will develop specific criteria,

each of which must be met to qualify as a resource or reserve, respectively.

The QP and our management must agree on the reasonableness

of the criteria for the purposes of estimating resources and reserves.

These criteria, such as demonstration of economic viability, points

of reference, and grade, must be specific and attainable.

All estimates require a combination of historical data and key assumptions

and parameters.

When possible, historical data and resources, data from public information, and generally accepted industry sources will

be used to develop these estimations.

have developed quality control and quality assurance (“QC/QA”) procedures at our Lisbon Valley property, which were reviewed

by our QP to ensure the process for developing mineral resource and reserve estimates is sufficiently accurate.

QC/QA procedures include

independent checks on samples by third party laboratories, and duplicate sampling, among others.

In addition, our QP will review the

consistency of historical production as part of its analysis of the QC/QA procedures.

recognize the risks inherent in mineral resource and reserve estimates, such as the geological complexity, interpretation and extrapolation

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from these risks could have a material effect on future profitability.

Raw Materials

do not have any material dependence on any raw materials or raw material suppliers.

All the raw materials that we need are available from

numerous suppliers and at market-driven prices.

Intellectual Property

All the raw materials that we need are available

from numerous suppliers and at market-driven prices.

do not own or license any intellectual property which we consider to be material.

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Capital Management

of April 1, 2024, we had two full-time employees, who are our Co-Chief Executive Officers.

We also utilize four independent contractors,

two to provide us with accounting support and two for geological expertise.

We are committed to diversity, equity, and inclusion

as part of our growth strategy.

We will treat each employee and job applicant without regard to race, color, age, sex, religion, national

origin, citizenship, sexual orientation, gender identity, ancestry, veteran status, or any other category protected by law.

in allocating resources and establishing, in an equitable manner, policies and procedures that are fair, impartial, and just.

a diverse and inclusive workplace, we will focus our efforts on creating a culture where all employees can contribute their skills and

talents and be themselves.

of March 25, 2025, we had three full-time employees, who are our Chief Executive Officer, Chief Operating Officer and Chief Financial

We also utilize four independent contractors, two to provide us with accounting support and two for geological expertise.

are committed to diversity, equity, and inclusion as part of our growth strategy.

We will treat each employee and job applicant without

regard to race, color, age, sex, religion, national origin, citizenship, sexual orientation, gender identity, ancestry, veteran status,

or any other category protected by law.

We believe in allocating resources and establishing, in an equitable manner, policies and procedures

that are fair, impartial, and just.

To provide a diverse and inclusive workplace, we will focus our efforts on creating a culture where

all employees can contribute their skills and talents and be themselves.

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 1. Business