What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-17 compared with 2025-04-22 · 330 added, 374 removed, 482 unchanged (59% of the section changed)

in our common shares involves a high degree of risk.

An investment in our securities is speculative and involves a high degree of risk

due to the nature of our business and the present stage of exploration and development of our mineral properties.

You should carefully

consider the risks described below, as well as the other information in this Annual Report, including our consolidated financial statements

and the related notes and Part II, Item 7.

entitled “Management’s Discussion and Analysis of Financial Condition and Results

of Operations,” and in any documents incorporated in this Annual Report by reference, before deciding whether to invest in our

common shares.

The occurrence of any of the events or developments described below could harm our business, financial condition, results

of operations, and growth prospects and could cause them to differ materially from the estimates described in forward-looking statements

in this Annual Report.

In such an event, the market price of our common shares could decline, and you may lose all or part of your investment.

Although we have discussed all known material risks, the risks described below are not the only ones that we may face.

Additional risks

and uncertainties not currently known to us or that we currently deem immaterial may also impair our business operations.

Certain statements

below are forward-looking statements.

See also “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report.

Related to Mining and Our Business

in our Common Stock involves a high degree of risk.

Before investing in our Common Stock, you should carefully consider the risks described

below, as well as the other information in this prospectus, including our consolidated financial statements and the related notes.

addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this registration statement

we might not consider significant, which may adversely affect our business.

If any of the following risks occur, our business, financial

condition and results of operations could be materially adversely affected.

In such case, the trading price of our Common Stock could

decline due to any of these risks or uncertainties, and you may lose part or all of your investment.

Related to Our Business

ability to continue the exploration, permitting, development, and construction of the project, and to continue as a going concern, will

4 unchanged sentences

2023, we project that we will need approximately $12 million for fiscal year 2027.

We expect to seek additional financing through joint

ventures, capital markets, private financing sources, and the exercise of outstanding warrants and options.

do not currently have sufficient funds or committed financing necessary to commence construction of the Project, and we may be unable

to raise the necessary funds.

on the updated schedule published by the USFS in January 2024, the Company anticipates that the USFS will publish a FEIS and a DROD in

the second quarter of 2024 and a Final ROD in the first quarter of 2025.

We have commenced pre-construction engineering and other preparations

and, if the DROD and ROD are received on the anticipated schedule, we would seek to commence construction in 2025.

According to the TRS,

as of December 31, 2020, the total initial capital cost estimate for the Project was approximately $1,263 million.

Although we have not

updated our capital cost estimates as of December 31, 2023, based on significant inflation and increased financing costs since 2020,

we expect the actual cost estimates to be higher than the 2020 estimate.

These cost estimates may change materially due to inflation,

competition or other unforeseen challenges at the Project site.

do not currently have sufficient funds or committed financing to commence construction of the Project.

Our ability to obtain sufficient

funds or committed financing may be impacted by various factors, including, but not limited to, our ability to raise additional funds

at acceptable rates or at all;

We expect to seek additional financing through

joint ventures, capital markets, private financing sources, and the exercise of outstanding warrants and options.

do not currently have sufficient funds or committed financing necessary to undertake a Preliminary Feasibility Study (PFS), a Bankable

Feasibility Study (BFS) or commence construction of the Project, and we may be unable to raise the necessary funds.

United States Forest Service (USFS) published a Final Decision Notice (DN) and Finding of no Significant Impact (FONSI) in the first

quarter of 2025, approving the Company’s Drilling Plan of Operations (PoO).

The PoO, along with satisfying bonding and other conditions,

would allow the Company to carry out drilling and additional exploration activities at its Property, in conjunction with a Preliminary

Feasibility Study (PFS).

The estimated budget for the PFS is $40 million.

the PFS, the Company will prepare a Bankable Feasibility Study (BFS) incorporating permitting (including a federal Environmental Impact

Statement (EIS)), Project Design Engineering, baseline environmental work, and other studies, reports and documents necessary to reach

an investment decision.

Following a positive investment decision, the Company would seek funding to build the Project.

According to the

TRS, as of December 31, 2020, the total initial capital cost estimate for the Project was approximately $1,263 million.

Although we have

not updated our capital cost estimates, based on significant inflation and increased financing costs since 2020, we expect the actual

cost estimates to be higher than the 2020 estimate.

These cost estimates may change materially due to inflation, competition or other

unforeseen challenges at the Project site.

do not currently have sufficient funds or committed financing to fund the PFS, the BFS, or commence construction of the Project.

ability to obtain sufficient funds or committed financing may be impacted by various factors, including, but not limited to, our ability

to raise additional funds at acceptable rates or at all;

unfavorable interest rates;

the incurrence of additional debt, which may be subject to certain restrictive

the incurrence of additional debt, which may be

subject to certain restrictive covenants;

restrictions on our use of government funding;

dilution resulting from additional equity financing;

our ability to control

certain property as a result of our entry into joint ventures or other similar arrangements;

and the loss of certain economic benefits

of our property as a result of our entry into royalty agreements.

our ability to control certain property as a result of our entry into joint ventures or other similar arrangements;

and the loss of certain

economic benefits of our property as a result of our entry into royalty agreements.

failure to obtain sufficient financing could result in the delay or indefinite postponement of exploration, permitting, development,

12 unchanged sentences

in order to commence construction of the project.

have no history of commercially producing precious metals from our mineral properties and there can be no assurance that we will successfully

establish mining operations or profitably produce precious metals.

have no history of commercially producing metals from our mineral properties and there can be no assurance that we will successfully

establish mining operations or profitably produce metals.

project is not in production or currently under construction, and we have no ongoing mining operations or revenue from mining operations.

22 unchanged sentences

Accordingly, there are no assurances that our activities will result in profitable mining operations, that we will successfully establish

mining operations, or that we will profitably produce precious metals at the Project.

mining operations, or that we will profitably produce metals at the Project.

addition, there is no assurance that our mineral exploration activities will result in any discoveries of new ore bodies.

53 unchanged sentences

is economically recoverable when the price at which it can be sold exceeds the costs and expenses of mining, processing and selling the

Mineral reserve and mineral resource estimates of the copper and antimony in our mining properties are based on many factors,

Mineral reserve and mineral resource estimates of the copper and other minerals in our mining properties are based on many factors,

including engineering, economic and geological data assembled and analyzed by internal staff and third parties, which includes various

6 unchanged sentences

The Company has not

updated its capital cost estimates as of December 31, 2023, however, based on significant inflation and increased financing costs since

updated its capital cost estimates as of January 31, 2025, however, based on significant inflation and increased financing costs since

2020, the Company expects the actual cost estimates to be higher than the 2020 estimate.

20 unchanged sentences

Thus, these estimates may not accurately reflect the Company’s

actual mineral reserves and mineral resources.

Any material inaccuracy in estimates related to the Company’s mineral reserves or

mineral resources could result in lower than expected revenues, higher than expected costs or decreased profitability and changes in

future cash flow, which could materially and adversely affect the Company’s business, results of operations, financial position

and cash flows.

Additionally, reserve and resource estimates may be adversely affected in the future by interpretations of, or changes

to, the SEC’s property disclosure requirements for mining companies.

actual minable or recoverable mineral reserves and mineral resources.

Any material inaccuracy in estimates related to the Company’s

mineral reserves or mineral resources could result in lower than expected revenues, higher than expected costs or decreased profitability

and changes in future cash flow, which could materially and adversely affect the Company’s business, results of operations, financial

position and cash flows.

Additionally, reserve and resource estimates may be adversely affected in the future by interpretations of,

or changes to, the SEC’s property disclosure requirements for mining companies.

Company has a history of net losses and expects losses to continue for the foreseeable future.

20 unchanged sentences

our financial condition and results of operations.

are subject to NEPA review and may be unable to obtain or retain necessary permits, which could adversely affect our operations.

are subject to National Environmental Policy Act of 1970 (NEPA) review and may be unable to obtain or retain necessary permits, which

could adversely affect our operations.

mining and exploration development activities are subject to extensive permitting requirements which can be costly to comply with and

involve extended timelines.

Specifically, we are subject to NEPA review, a federal process which is presently ongoing.

Formal review

under NEPA is extensive and involves several actions, including public scoping, coordination with cooperating agencies, the release of

environmental impact statements followed by public comment, potential administrative objections, and the issuance of a final record of

Delays in the NEPA process, such as we are unable to timely obtain a record of decision from the United States Forest Service

or fail to obtain requisite ancillary permits, may adversely impact our operations.

Additionally, to the extent that we are granted necessary

permits, we may be subject to a number of Project requirements or conditions including the installation or undertaking of programs to

safeguard protected species and their habitat, sites, or otherwise limit the impacts of our operations.

Previously obtained permits may

be suspended or revoked for a variety of reasons.

While we strive to comply with and conclude the NEPA review process, and obtain and

comply with all necessary permits and approvals, any failure to do so may have negative impacts upon our business or financial condition,

such as increased delays, curtailment of our operations, increased costs, implementation of mitigation or remediation requirements, the

potential for litigation or regulatory action, and damage to our reputation.

Specifically, we are subject to NEPA review.

Formal review under NEPA is extensive and involves multiple

actions, including public scoping, coordination with cooperating agencies, the release of environmental assessments and impact statements

followed by public comment and objections, potential administrative objections, and the issuance of a final record of decision.

in the NEPA process, such as we are unable to timely obtain a record of decision from the United States Forest Service or fail to obtain

requisite ancillary permits, may adversely impact our operations.

Additionally, to the extent that we are granted necessary permits,

we may be subject to a number of Project requirements or conditions including the installation or undertaking of programs to safeguard

protected species and their habitat, sites, or otherwise limit the impacts of our operations.

Previously obtained permits may be suspended

or revoked for a variety of reasons.

While we strive to comply with and conclude the NEPA review process, and obtain and comply with

all necessary permits and approvals, any failure to do so may have negative impacts upon our business or financial condition, such as

increased delays, curtailment of our operations, increased costs, implementation of mitigation or remediation requirements, the potential

for litigation or regulatory action, and damage to our reputation.

are subject to extensive environmental laws and regulations, where compliance failure may impact our operations.

1 unchanged sentence

jurisdictions in which we operate and include those relating to the discharge and remediation of materials in the environment, waste

management, and natural resource protection and preservation.

and materials management, and natural resource protection and preservation.

Numerous governmental authorities, such as the U.S.

Environmental Protection

Agency, and analogous state agencies, have the authority to enforce compliance with these laws and regulations and the permits issued

thereunder, oftentimes requiring difficult and costly response actions.

Certain environmental laws, such as CERCLA, impose strict, joint

and several liability for costs required to remediate and restore sites where hazardous substances have been stored or released, including

sites subject to legacy contamination.

We may be required to remediate contaminated properties currently owned and operated by us regardless

of whether such contamination resulted from our actions or from the conduct of others.

Additionally, claims for damages to persons or

property, including damages to natural resources, may result from the environmental, health, and safety impacts of our operations.

Environmental

Protection Agency, and analogous state agencies, have the authority to enforce compliance with these laws and regulations and the permits

issued thereunder, oftentimes requiring difficult and costly response actions.

Certain environmental laws, such as CERCLA, impose strict,

joint and several liability for costs required to remediate and restore sites where hazardous substances have been stored or released,

including sites subject to legacy contamination.

We may be required to remediate contaminated properties currently owned and operated

by us regardless of whether such contamination resulted from our actions or from the conduct of others.

Additionally, claims for damages

to persons or property, including damages to natural resources, may result from the environmental, health, and safety impacts of our

may incur substantial costs to maintain compliance with environmental, health, and safety laws and regulations and such costs could increase

21 unchanged sentences

Such legal challenges may allege non-compliance with laws and

challenges may result in adverse impacts to our planned operations such as increased defense costs, the performance of additional mitigation

and remedial activities, or significant delays to our project.

We may also be subject to more localized opposition, including efforts

by environmental groups, which could attract negative publicity or have an adverse impact on our reputation.

regulations or the improper grant of permits by regulatory authorities.

On June 25, 2025, several non-governmental organizations filed

a lawsuit challenging the USFS decision to grant the Company an exploration operating permit at its CuMo Project (as defined herein).

Even if we prevail, the litigation may be time-consuming and expensive, diverting management’s attention from core business operations

and potentially causing delays in expansion plans or regulatory approvals.

There can be no assurance regarding the outcome of this litigation

or its potential impact on our business, financial condition, and results of operations.

challenges may result in adverse impacts to permitting our planned operations such as increased defense costs, the performance of additional

mitigation and remedial activities, or significant delays to our project.

We may also be subject to more localized opposition, including

efforts by environmental groups, which could attract negative publicity or have an adverse impact on our reputation.

Additionally,

our project is located in a district with significant impacts from legacy mining operations prior to our acquisition of and tenure at

Pursuant to CERCLA, we may be subject to liability and remediation responsibilities as current owners of certain areas of

the sites under applicable law, consent decrees or similar agreements.

operations are subject to climate change risks.

6 unchanged sentences

to maintain or increase the resiliency of our facilities and implement contingency measures.

attention to ESG matters and conservation measures may adversely impact our business.

while we may create and publish voluntary disclosures regarding ESG matters from time to time, certain statements in those voluntary

disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks

or events or forecasts of expected risks or events, including the costs associated therewith.

Mandatory ESG-related disclosure are also

emerging as an area where we may be, or may become, subject to required disclosures in certain jurisdictions, and any such mandatory

disclosures may similarly necessitate the use of hypothetical, projected or estimated data, some of which is not controlled by us and

is inherently subject to imprecision.

Disclosures reliant upon such expectations and assumptions are necessarily uncertain and may be

prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying,

measuring and reporting on many ESG matters.

Additionally, while we may announce various voluntary ESG targets in the future, due to

our status as a development stage company, such targets are aspirational.

Also, we may not be able to meet such targets in the manner

or on such a timeline as initially contemplated and we cannot guarantee that such targets will improve our ESG profile, including, but

not limited to, as a result of unforeseen costs or technical difficulties associated with achieving such results.

Further, despite any

voluntary actions, we may receive pressure from certain investors, lenders, employees or other groups to adopt more aggressive ESG-related

targets or policies, but we cannot guarantee that we will be able to implement such targets because of potential costs or technical or

operational obstacles.

Furthermore, we could be criticized by various anti-ESG stakeholders for the scope of our ESG-related goals or

policies, our strategic choices regarding ESG matters as they may impact our operations now or in the future, or for any revisions to

the same, as well as initiatives we may pursue or any public statements we may make.

We could be subjected to negative responses by governmental

actors (such as anti-ESG legislation or retaliatory legislative or administrative treatment) or consumers (such as boycotts or negative

publicity campaigns), which could adversely affect our reputation, business, financial performance, market access and growth.

capital markets participants are increasingly using certain components of ESG as a factor in their assessments, which could impact

our cost of capital or access to financing.

There has also been an acceleration in investor demand for ESG investing opportunities,

and many institutional investors have committed to increasing the percentage of their portfolios that are allocated towards

ESG-focused investments.

As a result, there has been a proliferation of ESG-focused investment funds and market participants seeking

ESG-oriented investment products.

There has also been an increase in third-party providers of company ESG ratings and rankings, and

an increase in ESG-focused voting policies among proxy advisory firms, portfolio managers, and institutional investors.

organizations that provide information to investors on corporate governance and related matters have developed ratings processes for

evaluating companies on their approach to ESG matters.

Currently, there are no universal standards for such ratings, rankings and

voting policies, they often differ based on the provider and the data they prioritize, and they are continually changing.

such ratings, rankings and voting policies may be used by some investors to inform their investment and voting decisions.

Additionally, certain investors may use these ratings or rankings to benchmark companies against their peers, and if a company is

perceived as lagging, these investors may engage with companies to require improved ESG disclosure or performance.

Moreover, certain

members of the broader investment community may consider a company’s sustainability score rating or ranking as a reputational

or other factor in making an investment decision.

Consequently, unfavorable ESG ratings could lead to increased negative investor

sentiment toward us and could impact our stock price and access to and costs of capital.

Additionally, to the extent ESG matters

negatively impact our reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely

impact our business.

Furthermore, there has recently been a backlash from certain governments and investors against ESG funds and

investment practices has resulted in increased scrutiny and withdrawals from such funds.

Such backlash has also resulted in

“anti-ESG” focused activism and investment funds, which may result in additional strains on our resources.

unable to meet the often conflicting ESG standards or investment, lending, ratings, or voting criteria and policies set by these

parties, we may lose investors, investors may allocate a portion of their capital away from us, we may face increased ESG- or

anti-ESG-focused activism, our cost of capital may increase, and our reputation may also be negatively affected.

reputation, as well as our stakeholder relationships, could be adversely impacted as a result of, among other things, any failure to

meet our ESG plans or targets or stakeholder perceptions of statements made by us, our employees and executives, agents, or other third

parties or public pressure from investors or policy groups to change our policies.

Furthermore, public statements with respect to ESG

matters—for example, emission reduction goals, other environmental targets, or other commitments addressing certain social issues—are

becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,”

, misleading information or false claims overstating potential ESG benefits.

We may face increased litigation risk from private

parties and governmental authorities related to our ESG efforts.

Additionally, any such alleged claims of greenwashing against us or

others in our industry could lead to negative sentiment and the diversion of investment.

To the extent that we are unable to respond

timely and appropriately to any negative publicity, our reputation could be harmed.

Damage to our overall reputation could have a negative

impact on our financial results and require additional resources to rebuild our reputation.

Moreover, our planned operations may be

subject to challenge on the basis that they contribute adversely to climate change.

prices are subject to dramatic and unpredictable fluctuations.

6 unchanged sentences

due to new extraction developments and improved extraction and production methods.

The effect of these factors on the price of base and

precious metals, and therefore the economic viability of any of the Company’s exploration properties and projects, cannot accurately

The effect of these factors on the price of copper

and other metals, and therefore the economic viability of any of the Company’s exploration properties and projects, cannot accurately

be predicted.

7 unchanged sentences

law, the concessions may be subject

to prior unregistered agreements or transfers, which may affect the validity of the Corporation’s ownership of such concessions.

A claim by a third party asserting prior unregistered agreements or transfer on any of the Company’s mineral properties, especially

to prior unregistered agreements or transfers, which may affect the validity of the Company’s ownership of such concessions.

claim by a third party asserting prior unregistered agreements or transfer on any of the Company’s mineral properties, especially

where commercially viable mineral reserves have been located, could adversely result in the Company losing commercially viable mineral

13 unchanged sentences

These claims are also subject to legal uncertainty.

of Termination or Non-Completion of Mining Claims Agreements Due to Force Majeure.

(54) of the 126 unpatented mining claims contained within the Company’s land package are owned by a third party who has granted

the Company the option to acquire these claims pursuant to a Mining Claims Agreement dated July 6, 2017, (the “MCA”), which

was modified by the First Amendment to the MCA dated August 19, 2025 (the “Amendment”).

The MCA is currently suspended due

to the occurrence of a Force Majeure event.

Under the terms of the MCA, the Force Majeure provisions allow for the temporary suspension

of obligations when events beyond the control of the parties—such as natural disasters, political instability, or other unforeseen

circumstances including actions or inaction, or lawsuits which delay or prevent receipt of governmental permits or the right to conduct

operations thereunder —occur.

While the MCA remains in place during the suspension period, there is no assurance that the Force

Majeure event will be resolved in a timely manner or at all.

If the underlying circumstances persist indefinitely or are not satisfactorily

resolved, the purchase and sale of the mining claims may never materialize.

This could materially and adversely affect our ability to

acquire or develop the underlying mining assets, impact our strategic growth plans, and limit future revenue opportunities.

Company faces substantial competition within the mining industry from other mineral companies with much greater financial and technical

3 unchanged sentences

Competition is particularly intense with respect to the acquisition of desirable

undeveloped gold properties.

The principal competitive factors in the acquisition of such undeveloped properties include the staff and

data necessary to identify, investigate and purchase such properties, and the financial resources necessary to acquire and develop such

Competition could adversely affect the Company’s ability to advance the project or to acquire suitable prospects for

exploration in the future on terms it considers acceptable.

Increased competition could adversely affect the Company’s ability

to attract necessary capital funding or acquire an interest in additional properties.

undeveloped copper and gold properties.

The principal competitive factors in the acquisition of such undeveloped properties include the

staff and data necessary to identify, investigate and purchase such properties, and the financial resources necessary to acquire and

develop such properties.

Competition could adversely affect the Company’s ability to advance the project or to acquire suitable

prospects for exploration in the future on terms it considers acceptable.

Increased competition could adversely affect the Company’s

ability to attract necessary capital funding or acquire an interest in additional properties.

Company depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.

13 unchanged sentences

Company’s business involves risks for which the Company may not be adequately insured, if it is insured at all.

During exploration and development of, and production from, mineral properties, certain risks, and in particular, unexpected or

unusual geological operating conditions including landslides, ground failures, fires, flooding and earthquakes may occur.

It is not always

possible to fully insure against such risks.

The Company does not currently have insurance against all such risks and may decide not

to take out insurance against all such risks as a result of high premiums or other reasons.

Should such liabilities arise, they could

reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

exploration and development of, and production from, mineral properties, certain risks, and in particular, unexpected or unusual geological

operating conditions including landslides, ground failures, fires, flooding and earthquakes may occur.

It is not always possible to fully

insure against such risks.

The Company does not currently have insurance against all such risks and may decide not to take out insurance

against all such risks as a result of high premiums or other reasons.

Should such liabilities arise, they could reduce or eliminate any

future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Additionally,

43 unchanged sentences

to ensure that the exploration or development programs proposed by the Company will result in a profitable commercial mining operation.

Please also see, among other things, the risk factor found under the subheading “The Company’s future exploration and development

efforts may be unsuccessful” below.

exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond the Company’s

34 unchanged sentences

price of copper or other potential by-products may prevent the project from being economically mined or result in the write-off of assets

whose value is impaired as a result of low precious metals prices.

revenues, if any, are expected to be in large part derived from the future mining and sale of gold and other potential by-products or

interests related thereto.

whose value is impaired as a result of low copper or other metals prices.

revenues, if any, are expected to be in large part derived from the future mining and sale of copper and other potential by-products

or interests related thereto.

The prices of these commodities fluctuate and are affected by numerous factors beyond the Company’s

20 unchanged sentences

the project, and any future operations in which the Company has a direct or indirect interest, will be mined at a profit.

Some credible

industry experts are predicting that copper will continue to increase in price during 2025 and the next several years.

However, other

credible industry experts expect that the price of copper has generally peaked during the recent pandemic and resulting economic crisis,

and that as economies slowly recover over the next few years, the price of gold will decrease and be worth much less per ounce than it

metal prices encourage mining exploration, development, and construction activity, which in the past has increased demand for and cost

10 unchanged sentences

financial markets can have a profound impact on the global economy in general and on the mining industry in particular.

industries, including the precious metal mining industry, are impacted by global market conditions.

Some of the key impacts of financial

market turmoil can include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in

global and specifically mining equity markets, commodity, foreign exchange and precious metal markets, and a lack of market liquidity.

industries, including the copper and other base metal mining industries, are impacted by global market conditions.

Some of the key impacts

of financial market turmoil can include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility

in global and specifically mining equity markets, commodity, foreign exchange and base metal markets, and a lack of market liquidity.

A slowdown in the financial markets or other economic conditions, including but not limited to, reduced consumer spending, increased

5 unchanged sentences

and the Company’s overall liquidity;

volatility of gold and other potential by-product prices may impact the Company’s future revenues, profits and cash flow;

volatility of copper and other potential by-product prices may impact the Company’s future revenues, profits and cash flow;

energy prices, commodity and consumables prices and currency exchange rates impact potential production costs;

1 unchanged sentence

its ability to raise funds through the issuance of equity.

legal certainty about aspects of the 1872 Mining Law is being challenged in Federal Court.

changing legal environment and court rulings related to the use of unpatented lode mining claims now being reviewed in federal courts

may cause the Company to make modifications to its current claims management program and strategy.

July 31, 2019, the U.S.

District Court for the District of Arizona issued a decision vacating the Forest Service’s approval of

the plan of operations for the proposed Rosemont Mine.

See Center for Biological Diversity et al.

United States Fish and Wildlife

Service et al .

(the “ Rosemont ” case).

The District Court found that the Forest Service erred when it applied its

surface management regulations to approve the proposed mine’s tailings storage facility and waste rock dumps on National Forest

According to the District Court, the agency should have considered those facilities under its special use permit regulations.

The Forest Service made that error, according to the court, because it did not confirm under the Mining Law that the unpatented mining

claims under the ancillary facilities were “valid,” as defined by the court.

The outcome of the District Court’s reasoning

is that only activities on “valid” claims are regulated under the Forest Service mining regulations, and ancillary facilities

require a special use permit.

decision was appealed and on May 12, 2022, a split Ninth Circuit panel remanded the case back to the Forest Service for such further

proceedings as it deems appropriate, including application of 36 CFR 228 subpart A to Rosemont’s plan of operation, guided by

the Court’s ruling that Section 612 of the Surface Resources and Multiple Use Act of 1955 grants no rights beyond those

granted by the 1872 Mining Law.

The majority opinion expressly refrained from further interpretation regarding the application of

the 36 CFR 228A, 36 CFR 251 or other Forest Service regulations in advance of the Forest Service further considering and developing

the project record regarding the specifics of the Rosemont plan of operations.

In December 2022, the Rosemont defendant announced it

would not appeal the Ninth Circuit’s decision.

Company closely followed the Rosemont proceedings and is following other Mining Law litigation currently pending in the United

States Court of Appeals for the District of Columbia.

During the pendency of the Rosemont proceedings, the Company directed a thorough

analysis of its claims management program to support the Project Plan of Restoration and Operations.

Notwithstanding that neither the

validity of the 36 CFR 228 subpart A regulations was challenged in the Rosemont case nor their application to approval of the

Rosemont plan of operations were reviewed by the federal courts, the Company’s claims management program and strategy was adjusted

during the years ended December 31, 2022 and December 31, 2023 relinquishing 53 of the Company’s unpatented lode mining claims

and re-staking with 205 unpatented mill sites over areas non-mineral in character and suitable for mill sites should a development decision

Related to Our Common Shares

requirements of being a public company in the United States listed on the OTC market, including compliance with the reporting requirements

of the Exchange Act, the requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), may strain our resources, increase

our costs, and require significant management time and resources.

a public company in the United States, we need to comply with federal and state laws, regulations and requirements, certain corporate

governance provisions of Sarbanes-Oxley, related regulations of the SEC and the requirements of the OTC markets.

These additional requirements

may strain our resources, increase our costs and require significant management time and resources.

Complying with these statutes, regulations

and requirements, occupies a significant amount of time of our Board of Directors (the “Board”) and management and increases

our costs and expenses, including an increased reliance on outside counsel and accountants.

We also prepare and distribute periodic public

reports in compliance with our obligations under the U.S.

federal securities laws.

activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial

new regulations and disclosure obligations, which could then result in additional compliance costs and affect the manner in which we

operate our business.

Moreover, any new regulations or disclosure obligations may increase our legal and financial compliance costs and

may make some activities more time-consuming and costly.

while we generally must comply with Section 404 of Sarbanes-Oxley for our fiscal year ended January 31, 2025, we are not required to

have our independent registered public accounting firm attest to the effectiveness of our internal controls over financial reporting

until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of the Exchange

Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event

the independent registered public accounting firm concludes that there is one or more material weaknesses in the effectiveness of our

internal control over financial reporting.

Compliance with these requirements may strain our resources, increase our costs and use significant

management time and resources, and we may be unable to comply with these requirements in a timely or cost-effective manner.

as long as we are an “emerging growth company,” or a “smaller reporting company” we will not be required to comply

with certain reporting requirements that apply to some other public companies, and such reduced disclosure requirements may make our

Common Shares less attractive.

an “emerging growth company” as defined in the JOBS Act, we may take advantage of exemptions from certain disclosure requirements

applicable to other public companies that are not emerging growth companies.

We are an emerging growth company until the earliest of

(i) the last day of the fiscal year during which we have total annual gross revenues of $1.24 billion or more;

(ii) the last day of the

fiscal year following the fifth anniversary of the first sale of common equity securities pursuant to an effective registration statement

under the Securities Act;

(iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible

or (iv) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC.

so long as we remain an “emerging growth company,” we will not be required to, among others:

an auditor report on our internal control over financial reporting pursuant to Sarbanes-Oxley;

with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement

to the auditor’s report providing additional information about our audit and our financial statements;

detailed compensation discussion and analysis in our filings under the Exchange Act and instead may provide a reduced level of disclosure

concerning executive compensation;

a non-binding stockholder advisory vote on executive compensation and stockholder approval of any “golden parachute”

payments not previously approved.

Notwithstanding

the above, we are also currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed

issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have either:

(i) a public float

of less than $250.0 million, or (ii) annual revenues of less than $100.0 million during the most recently completed fiscal year and:

(A) no public float, or (B) a public float of less than $700.0 million.

In the event that we are still considered a “smaller reporting

company,” at such time we cease being an “emerging growth company,” the disclosure we will be required to provide in

our SEC filings will increase but will still be less than it would be if we were not considered either an “emerging growth company”

or a “smaller reporting company”.

Specifically, similar to “emerging growth companies,” “smaller reporting

companies” are able to provide simplified executive compensation disclosures in their filings;

are exempt from the provisions of

Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report

on the effectiveness of internal control over financial reporting;

and have certain other decreased disclosure obligations in their SEC

filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.

disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company”

may make it harder for investors to analyze the Company’s results of operations and financial prospects.

of these disclosure exemptions, some investors may find our common shares less attractive, which may result in a less active trading

market for our common shares, and our share price may be more volatile.

in the Company’s corporate charter documents could make an acquisition of the Company, which may be beneficial to its shareholders,

more difficult and may prevent attempts by the shareholders to replace or remove the Company’s current management and/or limit

the market price of the Common Shares.

addition, because the Board is responsible for appointing the members of the Corporation’s management team, these provisions may

frustrate or prevent any attempts by the Company’s shareholders to replace or remove current management by making it more difficult

for shareholders to replace members of the Board.

Among other things, these provisions include the following:

cannot amend the Company’s articles unless such amendment is approved by shareholders holding at least two-thirds of the votes

cast on the proposal;

Board may, without shareholder approval, issue first preferred shares and/or second preferred shares having any terms, conditions,

rights, preferences and privileges as the Board may determine;

must give advance notice to nominate directors in accordance with the Company’s advance notice policy.

Company has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.

incorporation, neither the Company nor any of its subsidiaries have paid any cash or other dividends on its common shares, and the Company

does not expect to pay such dividends in the foreseeable future, as all available funds will be invested primarily to finance its mineral

exploration programs.

Company will need to raise additional capital through the sale of its securities or other interests, resulting in potential for significant

dilution to the existing shareholders and, if such funding is not available, the Company’s operations would be adversely affected.

Company has limited financial resources and has financed its activities primarily through the sale of the Company’s securities,

such as common shares and convertible notes.

The Company expects that it will need to continue its reliance on the sale of its securities

for future financing, including that required to complete the permitting process or begin construction, resulting in dilution to existing

shareholders.

sales of the Company’s common shares into the public market by holders of the Company’s options and warrants may lower the

market price, which may result in losses to the Company’s shareholders.

of substantial amounts of the Company’s common shares into the public market by shareholders, The Company’s officers or directors

or pursuant to the exercise of options or warrants, or even the perception by the market that such sales may occur, may lower the market

price of the Corporation’s common shares.

Risks Related to Capital Structure

are required to develop and maintain proper and effective internal controls over financial reporting.

We may not complete our analysis

of our internal controls over financial reporting in a timely manner, or these internal controls may not be determined to be effective,

which may adversely affect investor confidence in us and, as a result, the value of our common stock.

are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness

of our internal controls over financial reporting for the fiscal year ending January 31, 2025.

This assessment will need to include disclosure

of any material weaknesses identified by our management in our internal controls over financial reporting.

Additionally, we are required

to disclose changes made in our internal controls and procedures on a quarterly basis.

However, as long as we are an emerging growth company, or a smaller reporting company that is a non-accelerated filer, our independent registered

public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant

to Section 404(b).

At such time this attestation will be required, our independent registered public accounting firm may issue a report

that is adverse in the event the independent registered public accounting firm concludes that there is one or more material weaknesses

in the effectiveness of our internal control over financial reporting.

Our remediation efforts may not enable us to avoid a material

weakness in the future.

We may need to undertake various actions, such as implementing new internal controls and procedures and hiring

additional accounting or internal audit staff.

we are unable to assert that our internal controls over financial reporting are effective, or if our independent registered public accounting

firm is unable to express an opinion on the effectiveness of our internal controls to the extent required, we could lose investor confidence

in the accuracy and completeness of our financial reports, which could cause the price of our common stock to decline, and we may be

subject to investigation or sanctions by the SEC.

Related to Capital Structure

believe we currently have ineffective internal control over financial reporting.

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a

reasonable possibility that a material misstatement of our annual or interim consolidated financial statements may not be prevented or

detected on a timely basis.

We identified a material weakness and believe we currently have ineffective internal control over financial

reporting, primarily due:

to the lack of sufficient accounting personnel to manage our financial accounting process, lack of segregation

of duties, lack of proper accounting for complex financial instruments, lack of design and implementation of controls, which combined

constituted a material weakness in our internal control over financial reporting.

intend to remediate these deficiencies by putting into place proper internal controls and accounting systems to ensure effective internal

control over its financial reporting.

Completion of remediation does not provide assurance that our remediation or other controls will

continue to operate properly or remain adequate and we cannot assure you that we will not identify additional material weaknesses in

our internal control over financial reporting in the future.

If we are unable to maintain effective internal control over financial reporting

or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial

statements within the time periods specified by the rules and forms of the SEC, could be adversely affected.

This failure could negatively

affect the market price and trading liquidity of our stock, cause investors to lose confidence in our reported financial information,

subject us to civil and criminal investigations and penalties and generally materially and adversely impact our business and financial

completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly or remain

adequate and we cannot assure you that we will not identify additional material weaknesses in our internal control over financial reporting

in the future.

If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures,

our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods

specified by the rules and forms of the SEC, could be adversely affected.

This failure could negatively affect the market price and trading

liquidity of our stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations

and penalties and generally materially and adversely impact our business and financial condition

securities or industry analysts do not continue to publish research or reports about our business, or if they issue an adverse or misleading

72 unchanged sentences

As of the date of this prospectus, we have not defaulted on the convertible notes.

Company does not have a class of securities registered under Section 12 of the Exchange Act.

Until it does, or the Company becomes subject

to Section 15(d) of the Exchange Act, it will be a “voluntary filer.”

Company is not currently required under Section 13 or Section 15(d) of the Exchange Act to file periodic reports with the SEC.

in the past voluntarily elected to file some or all of these reports to ensure that sufficient information about it is publicly available

to its stockholders and potential investors.

Until the Company becomes subject to the reporting requirements under the Exchange Act,

it is a “voluntary filer” and is currently considered a non-reporting issuer under the Exchange Act.

The Company will not

be required to file reports under Section 13(a) or 15(d) of the Exchange Act until the earlier to occur of:

(i) the registration of a

class of securities under Section 12 of the Exchange Act, which would be required if the Company lists a class of securities on a national

securities exchange or if it meets the size requirements set forth in Section 12(g) of the Exchange Act, or which it may voluntarily

elect to undertake at an earlier date;

or (ii) the effectiveness of a registration statement under the Securities Act, relating to Common

Until the Company becomes subject to the reporting requirements under either Section 13(a) or 15(d) of the Exchange Act, it is

not subject to the SEC’s proxy rules, and large holders of its capital stock will not be subject to beneficial ownership reporting

requirements under Sections 13 or 16 of the Exchange Act and their related rules.

As a result, the Company’s stockholders and potential

investors may not have available to them as much or as robust information as they may have if and when it becomes subject to those requirements.

In addition, if the Company does not register under Section 12 of the Exchange Act, and remain a “voluntary filer”, it could

cease filing annual, quarterly or current reports under the Exchange Act.

of Common Stock are subject to the “penny stock” rules of the SEC, and the trading market in the Company’s securities

36 unchanged sentences

to sell shares when they desire to do so.

Related to this Offering

price of our Common Stock may be volatile and may be influenced by numerous factors, some of which are beyond our control.

that could cause volatility in the market price of our Common Stock include:

actual or anticipated fluctuations

in our financial condition and operating results;

actual or anticipated changes

in our growth rate relative to our competitors;

success of our competitors

in commercializing products;

strategic transactions

undertaken by us;

additions or departures

of key personnel;

prevailing economic conditions;

disputes concerning our

intellectual property or other proprietary rights;

or foreign regulatory

actions affecting us or our industry;

sales of our Common Stock

by our officers, directors or significant stockholders;

future sales or issuances

of equity or debt securities by us;

business disruptions caused

by natural disasters;

issuance of new or changed

securities analysts’ reports or recommendations regarding us.

addition, the stock markets in general have experienced extreme volatility that have been often unrelated to the operating performance

of the issuer.

These broad market fluctuations may negatively impact the price or liquidity of our Common Stock.

In the past, when the

price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer.

If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the attention

of our management would be diverted from the operation of our business.

to the closing of this offering we intend to effect a reverse stock split of our Common Stock, which may not increase the market price

of our common stock over the long term and could decrease the liquidity of our Common Stock.

connection with our efforts to meet the initial listing requirements of the NYSE American, we have effectuated a reverse stock split

of our Common Stock at a ratio of 1:20, as determined by our board of directors.

While the primary purpose of the reverse stock split

is to increase the per-share market price of our common stock, there can be no assurance that the reverse stock split will have that

effect or that we will meet other applicable listing requirements of the NYSE American.

market price of our Common Stock is influenced by many factors and may not reflect the proportional reduction in the number of outstanding

shares resulting from the reverse stock split.

The reverse stock split may also lead to a reduction in the trading volume and liquidity

of our common stock, which could increase price volatility and make it more difficult for stockholders to buy or sell shares.

Additionally,

the reverse stock split may result in some stockholders owning “odd lots” of fewer than 100 shares, which may be more difficult

or expensive to sell, potentially further reducing liquidity.

There is also a risk that the reverse stock split could be viewed negatively

by the market or investors, which could result in a decline in the market price of our Common Stock.

price of our Common Stock may be volatile, and purchasers of our Common Stock could incur substantial losses.

share price may be volatile.

The stock market in general has experienced extreme volatility that has often been unrelated to the operating

performance of particular companies.

As a result of this volatility, investors may not be able to sell their Common Stock at or above

the offering price.

The market price for our Common Stock will be influenced by many factors, including, but not limited to:

success of our staffing arrangements and the marketing of our services;

recruitment or departure of key personnel;

or annual variations in our financial results or those of companies that are perceived to be similar to us;

conditions in the industries in which we compete and issuance of new or changed securities;

reports or recommendations;

failure of securities analysts to cover our Common Stock after this Offering or changes in financial estimates by

inability to meet the financial estimates of analysts who follow our Common Stock;

issuance of any additional securities of ours;

perception of our company and of the industry in which we compete;

economic, political, and market conditions.

our listing application for our Common Stock is not approved by NYSE American, we will not be able to consummate the offering and will

terminate the offering.

our listing application is not approved by NYSE American, we will not be able to consummate the offering and will terminate the offering.

Failure to have our Common Stock listed on NYSE American would make it more difficult for our stockholders to dispose of our Common Stock

and more difficult to obtain accurate price quotations on our Common Stock.

Our ability to issue additional securities for financing

or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected

if our Common Stock is not traded on a national securities exchange.

market price of our Common Stock may be highly volatile, and you could lose all or part of your investment.

trading price of our Common Stock is likely to be volatile.

Upon the consummation of this offering, we will have a relatively small public

float due to the relatively small size of the offering, and the concentrated ownership of our Common Stock among our executive officers,

directors, and greater than 5% stockholders.

As a result of our small public float, our Common Stock may be less liquid and have greater

stock price volatility than the common stock of companies with broader public ownership.

stock price could be subject to wide fluctuations in response to a variety of other factors, which include:

we achieve our anticipated corporate objectives;

in financial or operational estimates or projections;

of the lock-up agreement or other restrictions on the ability of our stockholders and other security holders to sell shares after

this offering;

economic or political conditions in the United States or elsewhere.

addition, the stock market in general has recently experienced extreme price and volume fluctuations that have often been unrelated or

disproportionate to the operating performance of these companies.

Such rapid and substantial price volatility, including any stock run-up,

may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective

investors to assess the rapidly changing value of our stock.

This volatility may prevent you from being able to sell your securities

at or above the price you paid for your securities.

If the market price of our Common Stock after the offering does not exceed the offering

price, you may not realize any return on your investment in us and may lose some or all of your investment.

you purchase our Common Stock in the offering, you will suffer immediate and substantial dilution of your investment.

offering price of the Common Stock is substantially higher than the net tangible book value per share.

Therefore, if you purchase Common

Stock in the offering, your interest will be diluted immediately to the extent of the difference between the offering price and the net

tangible book value per share after this offering.

See “ Dilution .”

have broad discretion in the use of our net proceeds from the Common Stock sold in the offering and may not use them effectively.

management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways

that do not improve our operating results or enhance the value of our Common Stock.

Our stockholders may not agree with the manner in

which our management chooses to allocate and spend the net proceeds.

The failure of our management to apply these funds effectively could

result in financial losses that could have a material adverse effect on our business and cause the price of our Common Stock to decline.

Pending their use, we may invest our net proceeds from this offering in a manner that does not produce income, or that loses value.

“ Use of Proceeds ” in this prospectus.

has been no independent valuation of our stock, which means that our Common Stock may be worth less than the offering price in the offering.

per share purchase price in the offering has been determined by us without independent valuation of our shares of Common Stock.

We established

the offering price based on management’s estimate of the valuation of the Company’s shares of Common Stock.

This valuation

is highly speculative and arbitrary.

There is no relation to the market value, book value, or any other established criteria.

not obtain an independent appraisal opinion on the valuation of our shares.

Our shares of Common Stock may have a value significantly

less than the offering price, and the shares may never obtain a value equal to or greater than the offering price.

securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market

trading volume of our Common Stock could be negatively affected.

trading market for our Common Stock may be influenced in part by any research reports that securities industry analysts publish about

We do not currently have and may never obtain research coverage by securities industry analysts.

If no securities industry analysts

commence coverage of us, the market price and market trading volume of our Common Stock could be negatively affected.

In the event we

are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues

coverage of us, the market price and market trading volume of our Common Stock could be negatively affected.

issuances of debt securities, which would rank senior to our Common Stock upon any bankruptcy or liquidation, and future issuances of

preferred stock, which could rank senior to our Common Stock for the purposes of dividends and liquidating distributions, may adversely

affect the level of return you may be able to achieve from an investment in our Common Stock.

the future, we may attempt to increase our capital resources by offering debt securities.

Upon bankruptcy or liquidation, holders of

our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior

to any distributions being made to holders of our Common Stock.

Moreover, if we issue preferred stock, the holders of such preferred

stock could be entitled to preferences over holders of Common Stock in respect of the payment of dividends and the payment of liquidating

distributions.

Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend

in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any

such future offerings or borrowings.

Holders of our Common Stock must bear the risk that any future offerings we conduct or borrowings

we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our Common Stock.

in our common shares involves a high degree of risk.

An investment in our securities is speculative and involves a high degree of risk

due to the nature of our business and the present stage of exploration and development of our mineral properties.

You should carefully

consider the risks described below, as well as the other information in this Annual Report, including our consolidated financial statements

and the related notes and Part II, Item 7.

entitled “Management’s Discussion and Analysis of Financial Condition and Results

of Operations,” and in any documents incorporated in this Annual Report by reference, before deciding whether to invest in our

common shares.

The occurrence of any of the events or developments described below could harm our business, financial condition, results

of operations, and growth prospects and could cause them to differ materially from the estimates described in forward-looking statements

in this Annual Report.

In such an event, the market price of our common shares could decline, and you may lose all or part of your investment.

Although we have discussed all known material risks, the risks described below are not the only ones that we may face.

Additional risks

and uncertainties not currently known to us or that we currently deem immaterial may also impair our business operations.

Certain statements

below are forward-looking statements.

See also “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report.

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