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Item 5. Market for Registrant’s Common Equity

2024-02-26 compared with 2023-03-14 · 151 added, 9 removed, 20 unchanged (89% of the section changed)

3 unchanged sentences

Holders of Record

As of March 14, 2023, we had approximately 150 holders of record of our common stock.

As of February 22, 2024, we had approximately 94 holders of record of our common stock.

This number does not include beneficial owners whose shares were held in street name.

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Recent Sales of Unregistered Securities

The following list sets forth information regarding all unregistered securities sold by us from January 1, 2022 through March 14, 2023:

● On June 30, 2022, we issued 5,419,923 shares of our common stock upon the automatic conversion of our outstanding Series 1 convertible notes at a conversion price of $9.39 per share.

● On June 30, 2022, we issued 8,209,035 shares of our common stock upon the automatic conversion of our outstanding Series 2 convertible notes at a conversion price of $10.58 per share.

● On June 30, 2022, we issued 945,626 shares of our common stock at a price of $10.58 per share to Central Arizona Resources Ltd.

as partial consideration for the assignment to one of our wholly-owned subsidiaries of certain rights associated with one of the Company’s projects.

● On March 3, 2023, we issued 10,182 shares of our common stock at a price of $14.59 per share to Exiro Minerals USA Corp.

During the year ended December 31, 2023, we did not sell any unregistered equity securities except as previously reported on Form 10-Q or Form 8-K.

Subsequent to year end, we sold the following unregistered securities:

• On February 6, 2024, we issued 116,413 shares of our common stock pursuant to the Plan or Arrangement (the “Arrangement”) between the Company and Kaizen.

We issued the shares without registration in reliance upon Section 3(a)(10) of the Securities Act.

Immediately prior to the closing of the Arrangement, the Company beneficially owned 54,428,971 common shares of Kaizen, representing 82.54% of the issued and outstanding common shares on a non-diluted basis.

Following the closing of the Arrangement, the Company owns 69,229,659 common shares of Kaizen, representing 100% of the issued and outstanding common shares on a fully diluted basis.

Effective February 6, 2024, Kaizen is now a wholly-owned subsidiary of the Company.

The Company acquired the common shares of Kaizen in consideration for the issuance of one share of common stock of the Company for every 127 common shares of Kaizen issued and outstanding immediately prior to the closing of the Arrangement.

• On February 21, 2024, we issued 12,765 shares of our common stock at a price of $11.75 per share to Exiro Minerals USA Corp.

as partial consideration for the right to earn in on the White Hill Copper Project.

The issuances of the above securities were exempt either pursuant to Rule 701 under the Securities Act, as transactions pursuant to compensatory benefit plans, or pursuant to Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving a public offering.

The issuance of the above securities was exempt pursuant to Section 4(a)(2) of the Securities Act, as transactions by an issuer not involving a public offering.

Purchases of Equity Securities

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No IPO expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities or to any other affiliates.

There has been no material change in our planned use of the net proceeds from our IPO described in the Final Prospectus.

We have exhausted the net proceeds from our IPO with the use as described in the Final Prospectus.

Certain United States Federal Income Tax and Estate Tax Consequences to Non-U.S.

The following is a summary of certain material United States federal income tax and estate tax consequences to a non-U.S.

holder (as defined below) relating to the ownership and disposition of our common stock, but does not purport to be a

complete analysis of all the potential tax considerations relating thereto.

This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder (“Treasury Regulations”), administrative rulings and judicial decisions, all as in effect on the date hereof.

These authorities may be changed, possibly retroactively, so as to result in United States federal income or estate tax consequences different from those set forth below.

This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This summary also does not address the tax considerations arising under the laws of any non-U.S., state or local jurisdiction, or under United States federal gift and estate tax laws, except to the limited extent below.

This summary also does not address all aspects of U.S.

federal income taxation, such as the U.S.

alternative minimum income tax and the additional tax on net investment income.

Except as provided below, this summary does not address tax reporting requirements.

In addition, this discussion does not address tax considerations applicable to a non-U.S.

holder’s particular circumstances or to non-U.S.

holders that may be subject to special tax rules, including, without limitation:

• banks, insurance companies or other financial institutions;

• persons subject to special tax accounting rules;

• persons subject to the alternative minimum tax;

• tax-exempt organizations, tax-qualified retirement plans, and pension plans;

• controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid United States federal income tax and, in each case, shareholders thereof;

• partnerships or other entities treated as pass-through entities for United States federal income tax purposes;

• dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• persons who acquire our common stock pursuant to the exercise of employee stock options or otherwise as compensation for their services;

• persons that own, or are deemed to own, more than five percent (by voting power or value) of our common stock, except to the extent specifically set forth below;

• real estate investment trusts or regulated investment companies;

• certain U.S.

expatriates, former citizens or long-term residents of the United States;

• persons who hold our common stock as part of a straddle, hedge, conversion, constructive sale, or other integrated security transaction;

• corporations organized outside the United States, any state thereof, or the District of Columbia that are nonetheless treated as U.S.

persons for U.S.

federal income tax purposes;

• persons who do not hold our common stock as a capital asset (within the meaning of Section 1221 of the Code).

In addition, if a partnership, including any entity or arrangement classified as a partnership for United States federal income tax purposes, holds our common stock, the United States federal income tax treatment of a partner in the partnership generally will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level.

Accordingly, partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the United States federal income tax consequences to them of the acquisition, ownership, and disposition of our common stock.

Prospective investors are urged to consult their own tax advisors with respect to the application of the United States federal income tax laws to their particular situation, as well as any tax consequences of the purchase, ownership and disposition of our common stock arising under the United States federal estate or gift tax rules or under the laws of any state, local, non-U.S.

or other taxing jurisdiction or under any applicable tax treaty.

Holder Defined

For purposes of this discussion, a non-U.S.

holder is a beneficial owner of shares of our common stock that is not, for United States federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state or political subdivision thereof, or the District of Columbia;

• a partnership (or other entity treated as a partnership for United States federal income tax purposes);

• an estate whose income is subject to United States federal income tax regardless of its source;

• a trust (x) whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (y) which has made an election to be treated as a United States person.

Distributions

We have not paid and we do not anticipate declaring or paying dividends in the foreseeable future to holders of our common stock.

However, if we make a distribution of cash or other property (other than certain pro rata distributions of our common stock) in respect of our common stock, the distribution will be treated as a dividend for United States federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits (as determined under United States federal income tax principles).

If the amount of a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital that reduces a non-U.S.

holder’s adjusted basis in such holder’s common stock, but not below zero.

Any excess will be treated as gain realized on the sale or other disposition of our common stock and will be treated as described under “- Sale, Exchange or Other Disposition of Our Common Stock,” below.

Subject to the discussion below regarding effectively connected income, backup withholding and FATCA (as defined below), distributions treated as dividends on our common stock held by a non-U.S.

holder generally will be subject to United States federal withholding tax at a rate of 30%, or at a lower rate if provided by an applicable income tax treaty and the non-U.S.

holder has provided the documentation required to claim benefits under such treaty.

Generally, to claim the benefits of an income tax treaty, a non-U.S.

holder will be required to provide a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Forms.

In the case of any constructive distribution, it is possible that this tax would be withheld from any amount owed to the non-U.S.

Holder, including, but not limited to, distributions of cash, common stock or sales proceeds subsequently paid or credited to that holder.

If we are unable to determine, at the time of payment of a distribution, whether the distribution will constitute a dividend, we may nonetheless choose to withhold any U.S.

federal income tax on the distribution as permitted by Treasury Regulations.

If we are a USRPHC (as defined below) and we do not qualify for the Regularly Traded Exception (as defined below), distributions which constitute a return of capital will be subject to withholding tax unless an application for a withholding certificate is filed to reduce or eliminate such withholding.

If a non-U.S.

holder holds our common stock in connection with the non-U.S.

holder’s conduct of a trade or business within the United States, and dividends paid on our common stock are effectively connected with such non-U.S.

holder’s United States trade or business (and, if an applicable tax treaty so provides, are attributable to a permanent establishment or fixed base maintained by the non-U.S.

holder in the United States), the dividends will not be subject to the 30% United States federal withholding tax (provided the non-U.S.

holder has provided the appropriate documentation, generally an IRS Form W-8ECI, to the withholding agent), but the non-U.S.

holder generally will be subject to United States federal income tax in respect of the dividend on a net income basis, and at graduated rates, in substantially the same manner as United States persons.

Dividends received by a non-U.S.

holder that is a corporation for United States federal income tax purposes and which are effectively connected with the conduct of a United States trade or business may also be subject to a branch profits tax at the rate of 30% (or a lower rate if provided by an applicable tax treaty).

holder that is eligible for a reduced rate of United States federal withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund together with the required information with the IRS.

Sale, Exchange or Other Disposition of Our Common Stock

Subject to the discussion below regarding backup withholding and FATCA (as defined below), a non-U.S.

holder generally will not be subject to United States federal income or withholding tax on any gain realized on the sale or other disposition of our common stock unless:

• such non-U.S.

holder is an individual who is present in the United States for 183 days or more in the taxable year of such sale or disposition, and certain other conditions are met;

• such gain is effectively connected with the conduct by the non-U.S.

holder of a trade or business in the United States (and, if an applicable tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained by the non-U.S.

holder in the United States);

• our common stock constitutes a United States real property interest (“USRPI”) by reason of our status as a “United States real property holding corporation” (“USRPHC”) at any time within the shorter of the five-year period preceding the disposition or the non-U.S.

holder’s holding period for our common stock.

holder described in the first bullet point above generally will be subject to tax at a gross rate of 30% on the amount by which such non-U.S.

holder’s taxable capital gains allocable to United States sources, including gain from the sale or other disposition of our common stock, exceed capital losses allocable to United States sources, except as otherwise provided in an applicable income tax treaty.

If the gain is described in the second bullet point above, gain realized by the non-U.S.

holder generally will be subject to United States federal income tax on a net income basis, and at graduated rates, in substantially the same manner as a United States person (except as provided by an applicable tax treaty).

In addition, if such non-U.S.

holder is a corporation for United States federal income tax purposes, it may also be subject to a branch profits tax at the rate of 30% (or a lower rate if provided by an applicable tax treaty) on such effectively connected gain, as adjusted for certain items.

With respect to the third bullet point above, because we hold significant real property interests in the United States, we believe we are a USRPHC for United States federal income tax purposes.

Because the determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our worldwide real property interests and our other assets used or held for use in a trade or business, it is possible we may (or may not) remain a USRPHC in the future.

As a USRPHC, if our common stock is “regularly traded” on an “established securities market” (in each case, as defined by applicable Treasury Regulations) (the “Regularly Traded Exception”) during the calendar year in which a non-U.S.

holder disposes of our stock, the non-U.S.

holder would not be subject to taxation on the gain on the disposition of our common stock under this rule unless the non-U.S.

holder has, actually or constructively, owned more than 5% of our outstanding common stock at any time during the shorter of the five-year period ending on the date of the disposition of such common stock or the non-U.S.

holder’s holding period for such common stock.

We believe that our common stock currently is regularly traded on an established securities market.

However, no assurance can be given in this regard and no assurance can be given that our common stock will remain regularly traded in the future.

If gain on the sale or other taxable disposition of shares of our common stock by a non-U.S.

holder is subject to United States federal income taxation by reason of such stock being treated as a USRPI, such non-U.S.

holder generally would be subject to regular United States federal income tax with respect to such gain in the same manner as a taxable U.S.

holder and would be required to file a United States federal income tax return for the taxable year in which such gain was recognized.

In addition, the purchaser of our shares of common stock from a non-U.S.

holder generally would be required to withhold and remit to the IRS fifteen percent (15%) of the purchase price paid to such non-U.S.

holder unless, at the time of such sale or other disposition, any class of our stock is regularly traded on an established securities market (as discussed above) or any other exception to such withholding applies.

Federal Estate Tax

Our common stock beneficially owned by an individual who is not a citizen or resident of the United States (as defined for United States federal estate tax purposes) at the time of death generally will be includable in the decedent’s gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S.

financial institutions and certain other non-U.S.

Specifically, a 30% withholding tax may be imposed on dividends paid to a non-U.S.

holder on, or subject to the proposed Treasury Regulations discussed below, gross proceeds from the disposition

of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules.

If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (i) above, it must enter into an agreement with the United States Department of Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders.

Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock, and subject to proposed Treasury Regulations described below, to payments of gross proceeds from the sale or other disposition of such stock.

The United States Department of Treasury has released proposed Treasury Regulations (the preamble to which specifies that taxpayers may rely on them pending finalization) which would eliminate FATCA withholding on payments of gross proceeds from the sale or other disposition of our common stock.

There can be no assurance that the proposed Treasury Regulations will be finalized in their present form.

Prospective investors should consult their own tax advisors regarding the potential application of withholding under FATCA to an investment in our common stock.

Backup Withholding and Information Reporting

Backup withholding, currently at a rate of 24%, generally will not apply to dividends paid to a non-U.S.

holder on, or to the gross proceeds paid to a non-U.S.

holder from a disposition of, our common stock, provided that the non-U.S.

holder furnishes the required certification for its non-U.S.

status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8ECI, or certain other requirements are met.

Backup withholding may apply if the payor has actual knowledge, or reason to know, that the holder is a United States person who is not an exempt recipient.

We are required to report annually to the IRS the amount of any dividends paid to a non-U.S.

holder, regardless of whether we actually withheld any tax.

Copies of the information returns reporting such dividends and the amount withheld may also be made available to the tax authorities in the country in which the non-U.S.

holder resides under the provisions of an income tax treaty or other agreement between the United States and the tax authorities in such country.

In addition, proceeds from the disposition by a non-U.S.

holder of our common stock that is transacted within the United States or conducted through certain United States-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption.

Proceeds of a disposition of our common stock conducted through a non-U.S.

office of a non-U.S.

broker generally will not be subject to backup withholding or information reporting.

Backup withholding is not an additional tax.

The United States federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld.

If backup withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is timely furnished to the IRS.

The preceding summary is for informational purposes only and is not tax advice.

Each prospective investor should consult its own tax advisor regarding the particular United States federal, state and local and non-United States tax consequences of purchasing, holding and disposing of our common stock, including the consequences of any proposed change.

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 5. Market for Registrant’s Common Equity