Item 3. Legal Proceedings
ITEM
3. LEGAL PROCEEDINGS
On
December 1, 2020, Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), the Company’s former securities
counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an
engagement agreement dated January 4, 2018, and a failure of the Company to pay $487,390.73 of outstanding legal fees to Sheppard Mullin.
Sheppard Mullin was awarded $459,250.88 in unpaid legal fees, disbursements and interest on June 25, 2021. A judgement confirming the
arbitration award was entered on September 8, 2021 in the Federal District Court located in Denver, Colorado.
On
September 23, 2021, the Company entered into a Resolution Agreement and Release (the “Resolution Agreement”) with
Sheppard Mullin concerning the $459,250.88 judgement entered against the Company. Under the terms of the Resolution Agreement, the
Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from
October 2021 to January 2023 with a final $10,000 payment due in February 2023. The Company has made all of its required payments
under the Resolution Agreement.
We
are unable to estimate a reasonably possible loss or range of loss, if any, that may result from these matters.
From
time to time, we may be involved in legal proceedings arising in the ordinary course of our business. We investigate these claims as
they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. Regardless of
outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative
publicity and reputational harm, and other factors.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
19
PART
II
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