−Removed: The following risks and uncertainties may have a material and adverse effect on our business, financial condition, results of operations, or stock price.
+Added: The following risks and uncertainties may have a material and adverse effect on our business, financial condition, results of operations, prospects, or stock price.
You should consider these risks and uncertainties carefully, together with all of the other information contained in this Annual Report, including our consolidated financial statements and related notes.
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Risks Related to our Mining Businesses and the Mining Industry
−Removed: We operate no mines, and the development of our mineral projects into mines is highly speculative in nature, may be unsuccessful, and may never result in the development of an operating mine.
−Removed: All of our mineral projects are at the exploration stage and are without identified mineral resources or reserves, except at the Santa Cruz Project, the Pinaya Project, the San Matias Project and the Ivory Coast Project, where we have an interest in declared mineral resources.
−Removed: The San Matias Project also hosts mineral reserves.
−Removed: We do not have any interest in any mining operations or mines in development.
+Added: We operate no mines, and the exploration and development of our mineral projects into mines is highly speculative in nature, may be unsuccessful, and may never result in the development of an operating mine.
+Added: We operate no mines.
Mineral exploration and mine development are highly speculative in nature, involve many uncertainties and risks and are frequently unsuccessful.
−Removed: Mineral exploration is performed to demonstrate the dimensions, position and mineral characteristics of mineral deposits, estimate mineral resources, assess amenability of the deposit to mining and processing scenarios, and to estimate potential deposit size.
−Removed: Once mineralization is discovered, it may take a number of years from the initial exploration phases before mineral development and production is possible, during which time the potential feasibility of the project may change adversely.
+Added: Few mineral properties which are explored are ultimately developed into producing mines even if mineralization is identified.
+Added: Most exploration projects do not result in the discovery of commercially mineable Ore deposits, and anticipated levels of recovery of Mineral Resources and mineral reserves, if any, may not be realized, nor may any identified mineral deposit ever be a commercially mineable (or viable) Ore Body which can be legally and economically exploited.
+Added: Our exploration programs and activities may therefore not result in the discovery, development or production of a commercially viable Ore Body or mine.
+Added: Currently, the San Matias Project is our only project with mineral reserves.
Even if mineralization is discovered, that mineralization may not be economic to mine.
−Removed: A significant number of years, several studies, and substantial expenditures are typically required to establish economic mineralization in the form of Proven Mineral Reserves and Probable Mineral Reserves, to determine processes to extract the metals and, if required, to construct mining, processing, and tailing facilities and obtain the rights to the land and the resources (including capital) required to develop the mining operation.
+Added: Significant time and expenditures are typically required to establish economic mineralization in the form of mineral reserves, to determine processes to extract the metals and, if required, to construct mining, processing, and tailing facilities and obtain the rights to the land and the resources (including capital) required to develop the mining operation.
In addition, if we discover mineralization that becomes a mineral reserve, it will take several years to a decade or more from the initial phases of exploration until production is possible.
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Development projects are also subject to the successful completion of feasibility studies, issuance of necessary governmental permits and availability of adequate financing.
−Removed: Any of these factors may result in us being unable to successfully develop a commercially viable operating mine.
−Removed: Mineral exploration activities have a high risk of failure and may never result in finding Ore Bodies sufficient to develop a producing mine.
−Removed: While the discovery of an Ore Body may result in substantial rewards, few mineral properties which are explored are ultimately developed into producing mines even if mineralization is identified.
−Removed: Most exploration projects do not result in the discovery of commercially mineable Ore deposits, and anticipated levels of recovery of mineral resources and mineral reserves, if any, may not be realized, nor may any identified mineral deposit ever be a commercially mineable (or viable) Ore Body which can be legally and economically exploited.
−Removed: Our exploration programs and activities may therefore not result in the discovery, development or production of a commercially viable Ore Body or mine.
−Removed: If current exploration programs do not result in the discovery of commercially mineable, Ore Bodies, we may need to write-off part or all of our investment in our existing exploration stage properties, and may need to acquire additional properties.
+Added: Any of these factors may result in us being unable to successfully develop a commercially viable operating mine, needing to write-off part or all of our investment in our existing properties or needing to acquire additional properties.
We have no history of mineral production and may never engage in mineral production.
−Removed: We currently have no operating mines, nor do we have any interest in any mining operations or development stage mining projects.
All of our mineral projects are at the exploration stage and have never been mined by us nor have we produced any revenue from mining operations.
−Removed: We also have no operating history upon which to base estimates of future operating costs, capital spending requirements, site remediation costs or asset retirement obligations.
+Added: We also have no operating history upon which to base estimates of future operating costs, capital spending requirements, site remediation or reclamation costs or asset retirement obligations.
Our company has no experience in developing or operating a mine.
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We have a history of negative operating cash flows and net losses.
−Removed: We expect to continue to incur negative operating cash flows and net losses until such time as one or more of our mineral projects or other businesses generates sufficient revenues to fund our continuing operations.
−Removed: For the years ended December 31, 2023 and 2022, we had a net loss of $216.1 million and $160.2 million respectively, and negative cash flows from operating activities of $150.5 million and $115.7 million respectively.
+Added: We expect to continue to incur negative operating cash flows and net losses until such time as one or more of our mineral projects or other businesses generate sufficient revenues to fund our continuing operations.
Given our history of negative operating cash flows and net losses, and expected future negative operating cash flows from operating activities and net losses, we expect to fund our continuing operations through the issuance of common stock to the public or other investors.
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Our failure to achieve or sustain profitability could depress our market value, could impair our ability to execute our business plan, raise capital, explore or develop our mineral projects or continue our operations, and could cause our stockholders to lose all or part of their investment.
−Removed: The mineral resource calculations made at our material mineral projects and other projects are only estimates and may not reflect the amount of minerals that may ultimately be extracted from those projects.
−Removed: Any figures presented for mineral resources in this Annual Report and those which may be presented in the future are and will only be estimates and depend on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which might prove to be materially inaccurate.
−Removed: There is a degree of uncertainty attributable to the calculation of mineral resources.
−Removed: Until mineral resources are actually mined and processed, the quantity of metal and grades are considered as estimates only and the estimated levels of metals contained within such mineral resource estimates may not actually be produced.
−Removed: The estimation of mineral resources (as well as mineral reserves) is a subjective process that is partially dependent upon the judgment of the persons preparing the estimates.
+Added: The Mineral Resource calculations for our projects are only estimates and may not reflect the amount of minerals that may ultimately be extracted from those projects.
+Added: Any figures presented for Mineral Resources or Mineral Reserves in this Annual Report and those which may be presented in the future are and will only be estimates and depend on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which might prove to be materially inaccurate.
+Added: There is a degree of uncertainty attributable to the calculation of Mineral Resources and Mineral Reserves.
+Added: Until Mineral Resources and Mineral Reserves are actually mined and processed, the quantity of metal and grades are considered as estimates only and the estimated levels of metals contained within such Mineral Resource and Mineral Reserve estimates may not actually be produced.
+Added: The estimation of Mineral Resources and Mineral Reserves is a subjective process that is partially dependent upon the judgment of the persons preparing the estimates.
The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices.
Valid estimates made at a given time may significantly change when new information becomes available.
−Removed: Estimates of mineral reserves and mineral resources can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, the metallurgy of the mineralization forming the mineral deposit, unusual or unexpected geological formations and work interruptions,
−Removed: Mineral resource estimates may change adversely and such changes may negatively impact the viability of developing a mineral project into a mine.
+Added: Estimates of Mineral Resources and Mineral Reserves can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, the metallurgy of the mineralization forming the mineral deposit, unusual or unexpected geological formations and work interruptions.
+Added: Mineral Resource and Mineral Reserve estimates may change adversely and such changes may negatively impact the viability of developing a mineral project into a mine.
Estimated Mineral Resources and Mineral Reserves may have to be recalculated based on changes in commodity prices, further exploration or development activity, loss or change in permits or actual production experience.
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The extent to which our Mineral Resources may ultimately be reclassified as mineral reserves depends on the demonstration of their profitable recovery and economic mineability.
−Removed: In addition, mineral resource estimates have been determined and valued based on assumed future metal prices, cut-off grades, and operating costs that may prove to be inaccurate.
−Removed: Extended declines in the market price for minerals such as copper, nickel, vanadium, cobalt, platinum group elements, gold and silver may render portions of our mineralization uneconomic and result in reduced reported volume and grades, which in turn could have a material adverse effect on our financial performance, financial position and results of operations, as well as a reduction in the amount of mineral resources.
+Added: In addition, Mineral Resource and Mineral Reserve estimates have been determined and valued based on assumed future metal prices, cut-off grades, and capital and operating costs that may prove to be inaccurate.
+Added: Extended declines in the market price for minerals such as copper, gold, nickel and silver may render portions of our mineralization uneconomic and result in reduced reported volume and grades, which in turn could have a material adverse effect on our financial performance, financial position and results of operations, as well as a reduction in the amount of Mineral Resources or Mineral Reserves.
In addition, Inferred Mineral Resources have a great amount of uncertainty as to their existence and their economic and legal feasibility.
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In addition, it may not be possible to economically mine or process any of our Mineral Resources.
−Removed: Material changes in mineral resources, if any, grades, stripping ratios or Recovery Rates may affect the economic viability of any project.
−Removed: Our future growth and productivity will depend, in part, on our ability to successfully develop and maintain commercially mineable mineral deposits at our existing properties or identify and acquire other commercially mineable mineral deposits, as well as on the costs of and results of continued exploration and potential development programs at our mineral projects.
+Added: Material changes in Mineral Resources or Mineral Reserves, if any, grades, stripping ratios or Recovery Rates may affect the economic viability of any project.
+Added: Our future growth and productivity will depend, in part, on our ability to successfully develop and maintain commercially mineable mineral deposits at our existing properties or identify and
+Added: acquire other commercially mineable mineral deposits, as well as on the costs of and results of continued exploration and potential development programs at our mineral projects.
Lack of reliability and inaccuracies of historical information could hinder our exploration plans.
−Removed: We have relied on, and some disclosure in the Santa Cruz and Tintic Technical Reports is based, in part, upon historical data compiled by previous parties involved with our mining projects.
−Removed: To the extent that any of such historical data is inaccurate or incomplete, our exploration plans may be adversely affected.
−Removed: San Matias project is the only project in which we have an interest in mineral reserves and the mineral resources at our projects may never be converted to mineral reserves.
−Removed: Mineral reserves represent mineralization that has been determined to be economically mineable as determined by at least a pre-Feasibility Study or feasibility level study.
−Removed: Such studies demonstrate that, at the time of reporting, extraction could reasonably be economically justified.
−Removed: Other than at the San Matias project, we do not have any mineral projects that host mineral reserves and accordingly, we do not have any Ore that is demonstrated to be economically viable to extract.
−Removed: The mineral resources at our projects may never be converted to mineral reserves.
−Removed: The prices of the minerals for which we are principally exploring (copper, nickel, vanadium, cobalt, platinum group elements, gold and silver) change on a daily basis, and a substantial or extended decline in the prices of these minerals could materially and adversely affect our ability to raise capital, conduct exploration activities, and develop or operate a mine.
−Removed: Our business and financial performance will be significantly affected by fluctuations in the prices of the key minerals we are principally exploring for (copper, nickel, vanadium, cobalt, platinum group elements, gold and silver).
+Added: We have relied on, and some disclosure in our technical reports is based, in part, upon historical data compiled by previous parties involved with our mining projects.
+Added: To the extent that any such historical data is inaccurate or incomplete, our exploration plans may be adversely affected.
+Added: The prices of the minerals for which we are principally exploring change on a daily basis, and a substantial or extended decline in the prices of these minerals could materially and adversely affect our ability to raise capital, conduct exploration activities, and develop or operate a mine.
+Added: Our business and financial performance will be significantly affected by fluctuations in the prices of the key minerals we are principally exploring for (copper, nickel, gold, vanadium, cobalt, platinum group elements and silver).
The prices of these minerals are volatile, can fluctuate substantially and are affected by numerous factors that are beyond our control, including prevailing interest rates and returns on other asset classes;
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In addition, an increase in worldwide supply, and consequent downward pressure on prices, may result over the longer term from increased mineral production from mines developed or expanded as a result of current metal price levels.
−Removed: We do not own all of the mineral subsurface rights at the Santa Cruz and the Tintic Projects and we do not own all of the surface rights at the Tintic Project.
−Removed: At our Santa Cruz Project in Arizona and our Tintic Project in Utah, we only own some of the subsurface mineral rights, and at Tintic we only own some of the surface rights.
−Removed: The rights we do not own are held under option agreements or purchase agreements in respect of which title has not yet transferred to us.
−Removed: At the Santa Cruz Project, the majority of subsurface mineral rights are owned by one company.
+Added: Title to surface and mineral rights within some of our projects may be uncertain or defective, and for certain of our projects, we do not own all of the mineral or surface rights
+Added: At certain of our projects we only own some of the mineral and surface rights.
+Added: At the Tintic Project, the rights we do not own are held under option agreements or purchase agreements in respect of which title has not yet transferred to us.
At the Tintic Project, five vendors continue to hold title to the remaining subsurface and surface rights, pending us making all required payments within the time required.
If we do not make all the option or purchase agreement payments when due, or fail to pay the total amount to the owners, we will lose our right to acquire the subsurface mineral or surface rights at these projects.
−Removed: At times, the owners of subsurface mineral and surface rights may be unable or unwilling to fulfill their contractual obligations to us.
+Added: At times, the owners of mineral and surface rights may be unable or unwilling to fulfill their contractual obligations to us.
In addition, our option agreements and purchase agreements are often complex and may be subject to interpretation or uncertainties.
−Removed: The owners of subsurface mineral and surface rights and other counterparties may interpret our interests in a manner adverse to us.
+Added: The owners of mineral and surface rights and other counterparties may interpret our interests in a manner adverse to us.
For these or other reasons, we could be forced to expend resources or take legal action to enforce our contractual rights.
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Such disputes to enforce our contractual rights could have adverse effects on our business, results of operations and financial condition.
+Added: Title to our properties may also be challenged, and we may not have, or may not be able to obtain, all necessary surface rights to develop a property.
+Added: An unknown title defect on any of our mineral projects (or any portion thereof) could
+Added: adversely affect our ability to explore, develop and/or mine the projects and/or process the minerals that we mine in the future.
+Added: In addition to termination, failure to make timely tenement maintenance payments and otherwise comply with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in reduction or expropriation of entitlements.
Our indebtedness and grant of security interests in certain of our assets could adversely affect our business.
−Removed: We may incur indebtedness from time to time, which may be secured.
−Removed: As of December 31, 2023, our total consolidated liabilities were $110.9 million, which includes a remaining balance of $48.9 million pursuant to the promissory note (the “Santa Cruz Promissory Note”) that we issued as part of the consideration for the acquisition of 5,975 acres of surface title and associated water rights at our Santa Cruz Project, which is secured by a deed of trust on such assets (the “Deed of Trust”).
+Added: We may incur indebtedness from time to time, which may be secured, including the promissory note that we issued as part of the consideration for the acquisition of 5,975 acres of surface title and associated water rights at our Santa Cruz Project (the “Santa Cruz Promissory Note”), which is secured by a deed of trust on such assets (the “Deed of Trust”).
Our mineral properties are in the exploration stage and we have limited sources of revenue from which to pay indebtedness.
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Any failure to timely meet our obligations under these instruments may adversely affect our assets, results of operations and future prospects.
−Removed: In addition, the Deed of Trust requires us to pay the Santa Cruz Promissory Note in full prior to commencing material construction on the Santa Cruz Project, which could materially adversely impact our business and the value of the Santa Cruz Project.
−Removed: See “Business — “Material and Key Mineral Projects — Santa Cruz Project, Arizona, USA”.
+Added: In addition, the Deed of Trust requires us to pay the Santa Cruz Promissory Note in full prior to commencing material construction on the Santa Cruz Project, which could materially adversely impact our business and the value of the Santa Cruz Project and/or delay its development.
+Added: See “Business — “Mineral Projects — Santa Cruz Project, Arizona, USA” .
Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and future development activities may not result in profitable mining operations.
−Removed: The actual operating costs at any mineral project that we are able to develop into an operating mine will depend upon changes in the availability and prices of labor, equipment and infrastructure, variances in Ore recovery and mining rates from those assumed in any mining plan that may be generated, operational risks, changes in governmental regulation, including taxation, environmental, permitting and other regulations and other factors, many of which are beyond our control.
−Removed: Due to any of these or other factors, the operating costs at any such future mine may be significantly higher than those set forth in the pre-feasibility or Feasibility Study we may ultimately prepare and will use as a basis for construction of a mine.
+Added: The actual operating costs at any mineral project that we are able to develop into an operating mine will depend upon changes in the availability and prices of labor, equipment and infrastructure, general inflation in the economy, variances in Ore recovery and mining rates from those assumed in any mining plan that may be generated, operational risks, changes in governmental regulation, including taxation, environmental, permitting and other regulations and other factors, many of which are beyond our control.
+Added: Due to any of these or other factors, the operating costs at any such future mine may be significantly higher than those set forth in a Pre-Feasibility or Feasibility Study that we may ultimately prepare and will use as a basis for construction of a mine.
As a result of higher capital and operating costs, production and economic returns may differ significantly from those set forth in such studies and any future development activities may not result in profitable mining operations.
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Mineral exploration and mining companies, including ours, need many environmental, construction and mining permits, each of which can be time-consuming and costly to obtain, maintain and renew, and which become more numerous as activities advance from exploration to mine development and construction and finally to mining operations.
−Removed: In connection with our exploration activities and future mine development and operations, we must obtain and maintain a number of permits that impose strict conditions, requirements and obligations, including those relating to various environmental and health and safety matters.
To obtain, maintain and renew certain permits, we have been and may in the future be required to conduct environmental studies, and make associated presentations to governmental authorities pertaining to the potential impact of our current and future activities upon the environment and to take steps to avoid or mitigate those impacts.
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The permitting process can vary by jurisdiction in terms of its complexity and likely outcomes.
−Removed: applicable laws and regulations, and the related judicial interpretations and enforcement policies change frequently, which can make it difficult for us to obtain and renew permits and to comply with applicable requirements.
−Removed: Accordingly, permits required for our activities may not be issued, maintained or renewed in a timely fashion or at all, may be issued or renewed upon conditions that restrict our ability to conduct our operations economically, or may be subsequently revoked.
+Added: The applicable laws and regulations, and the related judicial interpretations and enforcement policies change frequently, which can make it difficult for us to obtain and renew permits and to comply with applicable requirements.
+Added: Accordingly, permits required for our activities may not be issued, maintained or renewed in a timely fashion or at all, may be issued or renewed
+Added: upon conditions that restrict our ability to conduct our operations economically, or may be subsequently revoked.
Any such failure to obtain, maintain or renew permits, or other permitting delays or conditions, including in connection with any environmental impact analyses, could have a material adverse effect on our business, results of operations and financial condition.
−Removed: We are subject to environmental and health and safety laws, regulations and permits that may subject us to material costs, liabilities and obligations.
−Removed: We are subject to environmental laws, regulations and permits in the various jurisdictions in which we operate, including those relating to, among other things, the removal and extraction of natural resources, the emission and discharge of materials into the environment, including plant and wildlife protection, remediation of soil and groundwater contamination, reclamation and closure of properties, including Tailings and waste storage facilities, groundwater quality and availability, and the handling, storage, transport and disposal of wastes and hazardous materials.
−Removed: Pursuant to such requirements, we may be subject to inspections or reviews by governmental authorities.
−Removed: Failure to comply with these environmental requirements may expose us to litigation, fines or other sanctions, including the revocation of permits and suspension of operations.
+Added: We are subject to environmental and health and safety laws, regulations and permits that may subject us to material costs, liabilities and obligations, including land reclamation and exploration restoration requirements.
+Added: We are subject to environmental, health and safety laws, regulations and permits in the various jurisdictions in which we operate, including those relating to, among other things, the removal and extraction of natural resources, the emission and discharge of materials into the environment, including plant and wildlife protection, remediation of soil and groundwater contamination, reclamation and closure of properties, including tailings and waste storage facilities, groundwater quality and availability, and the handling, storage, transport and disposal of wastes and hazardous materials.
+Added: Failure to comply with these environmental, health and safety requirements may expose us to litigation, fines or other sanctions, including the revocation of permits and suspension of operations.
We expect to continue to incur significant capital and other compliance costs related to such requirements.
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In addition, changes in applicable requirements or stricter interpretation of existing requirements may result in costly compliance requirements or otherwise subject us to future liabilities.
−Removed: The occurrence of any of the foregoing, as well as any new environmental, health and safety laws and regulations applicable to our business or stricter interpretation or enforcement of existing laws and regulations, could have a material adverse effect on our business, financial condition and results of operations.
+Added: The occurrence of any of the foregoing, as well as any new environmental, health and safety laws and regulations applicable to our business or stricter interpretation or enforcement of existing laws and regulations, could have a material adverse effect on our business, prospects, financial condition and results of operations.
We also could be liable for any environmental contamination at, under or released from our or our predecessors’ currently or formerly owned or operated properties or third-party waste disposal sites.
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Our costs, liabilities and obligations relating to environmental matters could have a material adverse effect on our business, financial position and results of operations.
−Removed: Land reclamation and exploration restoration requirements may be burdensome and costly.
−Removed: Land reclamation and exploration restoration requirements are generally imposed on mineral exploration companies, such as ours, which require us, among other things, to minimize the effects of land disturbance.
−Removed: Such requirements may include controlling the discharge of potentially dangerous effluents from a site and restoring a site’s landscape to its pre-exploration form.
−Removed: The actual costs of reclamation and exploration restoration requirements are uncertain and planned expenditures may differ from the actual expenditures required.
−Removed: Therefore, the amount that we are required to spend could be materially higher than any current or future estimates.
−Removed: Any additional amounts required to be spent on reclamation and exploration restoration may have a material adverse effect on our financial performance, financial position and results of operations and may cause us to alter our operations.
−Removed: Should we develop an operating mine, we will also be required to reclaim and restore future mining operations once the mine has closed.
−Removed: Such amounts may be significant and could have a material adverse effect on our financial performance, financial position and results of operations and may cause us to alter our operations.
−Removed: We also may be required to maintain financial assurances, such as letters of credit, to secure reclamation obligations under certain laws and regulations.
−Removed: The failure to acquire, maintain or renew such financial assurances could subject us to fines and penalties or suspension of our operations.
−Removed: Letters of credit or other forms of financial assurance may represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine’s operation.
−Removed: Although we will include liabilities for estimated reclamation, exploration restoration, and mine closure costs in our financial statements, it may be necessary to spend more than what we projected to fund required reclamation, exploration restoration and mine closure activities.
−Removed: The development of one or more of our mineral projects into an operating mine will be subject to all of the risks associated with establishing and operating new mining operations.
−Removed: If the development of any of our other mineral projects is found to be economically feasible and we seek to develop an operating mine, the development of such a mine will require obtaining permits and financing the construction and operation of the mine itself, processing plants and related infrastructure.
−Removed: As a result, we will be subject to certain risks associated with establishing new mining operations, including:
−Removed: • uncertainties in timing and costs, which can be highly variable and considerable in amount, of the construction of mining and processing facilities and related infrastructure;
−Removed: • we may find that skilled labor, mining equipment and principal supplies needed for operations, including explosives, fuels, chemical reagents, water, power, equipment parts and lubricants are unavailable or available at costs that are higher than we anticipated;
−Removed: • we will need to obtain necessary environmental and other governmental approvals and permits and the receipt of those approvals and permits may be delayed or extended beyond what we anticipated, or that the approvals and permits may contain conditions and terms that materially impact our ability to operate a mine;
−Removed: • we may not be able to obtain the financing necessary to finance construction and development activities or such financing may be on terms and conditions costlier than anticipated, which may make mine development activities uneconomic;
−Removed: • we may suffer industrial accidents as part of building or operating a mine that may subject us to significant liabilities;
−Removed: • we may suffer mine failures, shaft failures or equipment failures which delay, hinder or halt mine development activities or mining operations;
−Removed: • our mining projects may suffer from adverse natural phenomena such as inclement weather conditions, floods, droughts, rock slides and seismic activity;
−Removed: • we may discover unusual or unexpected geological and metallurgical conditions that could cause us to have to revise or modify mine plans and operations in a materially adverse manner;
−Removed: • the development or operation of our mines may become subject to opposition from non-governmental organizations, environmental groups or local groups, which may delay, prevent, hinder or stop development activities or operations.
−Removed: We may find that the costs, timing and complexities of developing our mining projects may be greater than we anticipated.
−Removed: Cost estimates may increase significantly as more detailed engineering work is completed on a project.
−Removed: It is common in mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up.
−Removed: Accordingly, our activities may not result in profitable mining operations at our mineral properties.
Our future capital and operating cost estimates at any of our mining projects may not be accurate.
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• changes in the cost of consumables;
+Added: • changes in the general rate of inflation in the economy;
• changes in royalty, duty, and tax rates;
• permitting costs and requirements;
−Removed: • general demand for skilled labor, steel, industrial equipment and other components required for mining, any of which could cause material and adverse changes to our future capital and operating costs.
+Added: • general demand for skilled labor, steel, cement, industrial equipment and other components required for mining, any of which could cause material and adverse changes to our future capital and operating costs.
We may face opposition from organizations that oppose mining which may disrupt or delay our mining projects.
There is an increasing level of public concern relating to the effects of mining on the natural landscape, in communities and on the environment.
−Removed: Certain non-governmental organizations, public interest groups and reporting organizations (“NGOs”) that oppose resource development can be vocal critics of the mining industry.
−Removed: In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation.
−Removed: NGOs or local community organizations could direct adverse publicity against and/or disrupt our operations in respect of one or more of our properties, regardless of our successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which we have an interest or our operations specifically.
−Removed: Any such actions and the resulting media coverage could have an adverse effect on our reputation and financial condition or our relationships with the communities in which we operate, which could have a material adverse effect on our business, financial condition or results of operations.
+Added: Certain non-governmental organizations, community groups, public interest groups and reporting organizations (“NGOs”) that oppose resource development are vocal critics of the mining industry.
+Added: In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation, and in some cases halted development altogether.
+Added: NGOs or local community organizations could direct adverse publicity against and/or disrupt and/or halt our operations in respect of one or more of our mineral properties regardless of our successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which we have an interest, or our operations specifically.
+Added: Any such actions and the resulting media coverage could have an adverse effect on our reputation and financial condition or our relationships with the communities in which we operate, which could have a material adverse effect on our business, prospects, financial condition or results of operations.
Our operations involve significant risks and hazards inherent to the mining industry.
Our operations involve the operation of large machines, heavy mobile equipment and drilling equipment.
−Removed: Hazards such as adverse environmental conditions, unusual or unexpected geological formations, metallurgical and other processing problems, industrial accidents, cave-ins, mechanical equipment failure, facility performance problems, fire and natural phenomena such as inclement weather conditions, floods, landslides and earthquakes are inherent risks in our activities.
+Added: Hazards such as adverse environmental conditions, unusual or unexpected geological formations, metallurgical and other processing problems, industrial accidents, cave-ins, mechanical equipment failure, facility performance problems, fire and natural phenomena such as inclement weather conditions, excessive heat, floods, landslides and earthquakes are inherent risks in our activities.
These hazards inherent to the mining industry can cause injuries or death to employees, contractors or other persons at our mineral projects, severe damage to and destruction of our property, plant and equipment, and contamination of, or damage to, the environment, and can result in the suspension of our exploration activities and future development and mine production activities.
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If claims and lawsuits or governmental investigations or proceedings are ultimately resolved against us, it could have a material adverse effect on our business, financial position and results of operations.
−Removed: A significant portion of any future revenue from our operations is expected to come from a small number of mines, such that any adverse developments at these mines could have a more significant or lasting impact on our results of operations than if our business was less concentrated.
−Removed: If and when we begin generating revenue from future mining operations, a significant portion of our revenue is expected to come from a small number of mines, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations than if our revenue was less concentrated.
+Added: A significant portion of any future mining revenue from our operations is expected to come from a small number of mines.
+Added: If and when we begin generating revenue from future mining operations, a significant portion of our revenue is expected to come from a small number of mines or even a single mine, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations than if our revenue was less concentrated.
Joint ventures and other partnerships in relation to our properties may expose us to risks.
−Removed: We have in the past entered into, are currently party to, and may in the future enter into, joint ventures, such as our current joint venture with Ma’aden, or other arrangements with parties in relation to the exploration, development, and production of certain of the properties in which we have an interest.
−Removed: Joint ventures may require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions, such as an increase or reduction of registered capital, merger, division, dissolution, amendments of constating documents, and the pledge of joint venture assets, which means that each joint venture party may have a veto right with respect to such decisions, which could lead to a deadlock in the operations of the joint venture or partnership.
−Removed: Further, we may be unable to exert control over strategic decisions made in respect of such joint venture properties.
+Added: We have in the past entered into, are currently party to, and may in the future enter into, joint ventures, such as our current joint ventures with Ma’aden, Sama, and Red Sun, or other arrangements with parties in relation to the exploration, development, and production of certain of the properties in which we have an interest.
+Added: Joint ventures may allow our joint venture partners to take important actions without our approval or may require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions, such as budgeting and capital expenditures, an increase or reduction of registered capital, merger, division, dissolution, amendments of constating documents, enforcement of intellectual property, litigation, the disposition of joint venture assets, and the pledge of joint venture assets, which means that each joint venture party may have a veto right with respect to such decisions, which could lead to a deadlock in the operations of the joint venture or partnership or our joint venture partner may be able to take actions with which we disagree.
+Added: We may be unable to exert control over strategic decisions made in respect of such joint ventures.
Joint ventures and similar arrangements may also impose financial, operational and other requirements on each of the parties.
−Removed: Any failure of us or such other companies to meet our and their respective obligations, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or their properties and, therefore, could have a material adverse effect on our results of operations, financial performance, cash flows and the price of our common stock.
+Added: Any failure of us or such other companies to meet our and their respective obligations or to provide additional funding when required, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or their business and, therefore, could have a material adverse effect on our results of operations, financial performance, cash flows and the price of our common stock.
We operate in a highly competitive industry.
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Much of our competition is from larger, established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies, more staff and equipment, and procedures and/or a greater ability than us to withstand losses.
+Added: We also face competition from smaller mining companies looking to stake or acquire prospective mineral properties that we may also be seeking to acquire.
Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than we can, or expend greater amounts of resources, including capital, in acquiring new and prospective mining projects.
In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties.
−Removed: Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to our detriment.
+Added: Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain new or prospective properties or mines or significant market share to our detriment.
We may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition or results of operations.
−Removed: Higher metal prices in past years have encouraged increased mining exploration, development and construction activity, which has increased demand for, and cost of, exploration, development and construction services and equipment.
+Added: Increases in demand for, and cost of, exploration, development and construction services and equipment may have a material adverse effect on our business.
The relative strength of metal prices in past years has encouraged increases in mineral exploration, development and construction activities around the world, which has resulted in increased demand for, and cost of, exploration, development and construction services and equipment.
Increased demand for, and cost of, services and equipment could result in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and may cause scheduling difficulties due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development and/or construction costs or could result in material delays or other operational challenges.
−Removed: The title to properties within some of our mineral projects may be uncertain or defective, which could put our investment in such mineral projects at risk.
−Removed: Title to our properties may be challenged, and we may not have, or may not be able to obtain, all necessary surface rights to develop a property.
−Removed: An unknown title defect on any of our mineral projects (or any portion thereof) could adversely affect our ability to explore, develop and/or mine the projects and/or process the minerals that we mine in the future.
−Removed: In addition to termination, failure to make timely tenement maintenance payments and otherwise comply with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in reduction or expropriation of entitlements.
−Removed: Title insurance is generally not available for mineral projects, or where available is cost prohibitive, and our ability to ensure that we have obtained secure claim to individual mineral projects or mining tenements may be severely constrained.
−Removed: We rely on title information and/or representations and warranties provided by the grantors.
−Removed: Any challenge to our title could result in litigation, insurance claims and potential losses, hinder our access to capital, delay the exploration and development of a property and ultimately result in the loss of some or all of our interest in the mineral project.
−Removed: A successful challenge could also result in our not being compensated for our prior expenditures relating to the property.
Failure to make mandatory payments required under earn-in, option and similar arrangements related to mineral projects may result in a loss of our opportunity and/or right to acquire an interest in such mineral projects.
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Shortages of water supply, critical spare parts, maintenance service and new equipment and machinery may materially and adversely affect our operations and development projects.
−Removed: Our future mining operations may require access to abundant water sources which may not be available.
+Added: The presence or lack of water may adversely affect our future mining operations.
Any future mines that we develop will require the use of significant quantities of water for mining activities, processing and related auxiliary facilities.
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A reduction in our water supply could materially and adversely affect our business, results of operations and financial condition.
−Removed: own no water rights and we have not yet obtained the water rights to support some of our potential development activities and our inability to obtain those rights could prevent us from pursuing those activities.
+Added: This and we have not yet obtained the water rights to support some of our potential development activities and our inability to obtain those rights could prevent us from pursuing those activities.
+Added: As well, underground mining operations often encounter groundwater and aquifers that complicate the development and operation of underground mines.
+Added: The presence of such water often requires additional engineering and capital to safely extract Ore from areas of water ingress and/or dewatering operations which increases both the capital and operating costs of underground mine development.
+Added: The presence of water may therefore materially and adversely affect the costs of development and operating a mine.
An increase in prices of power and water supplies, including infrastructure, could negatively affect our future operating costs, financial condition, and ability to develop and operate a mine.
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This proceeding is ongoing.
−Removed: In the second proceeding, Cordoba (along with the National Mining Agency, Ministry of Mines and Energy, the local environmental authority, the Municipality of Puerto Libertador and the State of Cordoba) were served with a class action claim by individuals purporting to represent the Alacran Community — “Asociación de Mineros de El
−Removed: Alacrán” (“Alacran Community”).
+Added: In the second proceeding, Cordoba (along with the National Mining Agency, Ministry of Mines and Energy, the local environmental authority, the Municipality of Puerto Libertador and the State of Cordoba) were served with a class action claim by individuals purporting to represent the Alacran Community — “Asociación de Mineros de El Alacrán” (“Alacran Community”).
This class action seeks (i) an injunction against Cordoba´s operations in the Alacrán area and (ii) an injunction against the prior declaration by the authorities that the Alacran Community´s mining activities were illegal.
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While the court matters proceed, Cordoba will incur additional costs that will negatively impact its financial position.
−Removed: The litigation process is uncertain and it is possible that the second proceeding is resolved against Cordoba, which could have a material adverse effect on its business, results of operations, financial condition and prospects.
−Removed: Our subsidiary Cordoba operates in a jurisdiction, Colombia, which has heightened security risks.
−Removed: Colombia is home to South America’s largest and longest running insurgency.
−Removed: The situation may become unstable and may deteriorate in the future into violence, including kidnapping, gang warfare, homicide and/or terrorist activity.
−Removed: Any such actions may generally disrupt supply chains and business activities in Colombia, and discourage qualified individuals from being involved with Cordoba’s operations.
−Removed: Our operations may be impacted as a result, and our ability to advance the San Matias project may be delayed or halted altogether.
−Removed: This may include the inability to access the project site, as well as damage to property and injury or death to our personnel.
−Removed: Any such events could have a material adverse effect on Cordoba’s business, results of operations, financial condition and prospects.
−Removed: Our subsidiary Kaizen operates in a jurisdiction, Peru, which has recently experienced an increase in political instability and violence.
−Removed: Peru is one of the world’s largest producers of copper and a country with a significant mining industry.
−Removed: Since the ouster of the former president in early December 2022, protests have broken out across the country.
−Removed: Demonstrators have blocked roads and intermittently stalled several airports in Peru’s south.
−Removed: Tourism has declined with the temporary closure of Machu Picchu, the Inca ruin and Peru’s pre-eminent tourist attraction.
−Removed: Demonstrators are calling for the replacement president to step down and congress to resign.
−Removed: A number of mines, particularly in the country’s south, have been impacted by the demonstrations with some mines ceasing operation.
−Removed: Should the instability grow it may hinder or prevent access to the Pinaya Project in Peru and prevent Kaizen from advancing its exploration plans, as well as potentially cause damage to property and injury or death to its personnel.
−Removed: Any such events could have a material adverse effect on Kaizen’s business, results of operations, financial condition and prospects.
−Removed: Illegal mining activities may negatively impact our ability to explore, develop and operate some mineral projects.
−Removed: Artisanal and illegal miners are present at the San Matias Project in Colombia (owned directly by Cordoba) and the Pinaya Project in Peru (owned by our subsidiary Kaizen).
−Removed: As these companies further explore and advance these projects towards production, each must enter into discussions with illegal miners operating at the projects.
−Removed: There is a risk that such illegal miners may oppose Cordoba’s or Kaizen’s proposed operations and this may result in a disruption to the planned development and/or mining and processing operations, all of which may have an adverse effect on our investment in Cordoba and/or Kaizen.
−Removed: In addition, illegal miners have extracted metals from both projects in a manner that does not meet health and safety or environmental standards.
−Removed: Accidents may occur and may range from minor to serious, including death.
−Removed: While each company takes all formal steps to notify the authorities when illegal miners operate in an unsafe manner, illegal miners may advance within close proximity to our contemplated mine sites or trespass on them, which may disrupt exploration and development activities, and may result in increased costs to address the presence of such illegal miners.
−Removed: RISKS RELATED TO VRB
−Removed: VRB may be unable to obtain sufficient suitable feedstock for vanadium production required to produce its VRB-ESS®.
−Removed: VRB requires significant amounts of vanadium-containing waste to produce sufficient V 2 O 5 for commodity sales and vanadium electrolyte for energy storage.
−Removed: The feedstock itself needs to be of sufficient grade and specification to deliver the low operating cost necessary for profitable production by VRB.
−Removed: We may be unable to identify, source and acquire sufficient feedstock to meet our V 2 O 5 requirements, or we may be unable to acquire such feedstock on terms (including prices) that are acceptable.
−Removed: Failure to obtain sufficient feedstock will inhibit our ability to produce our VRB-ESS® and grow our battery business, which may have a negative impact on our financial condition, results of operations and cash flow.
−Removed: We currently purchase certain key raw materials and components from third parties, some of which we only source from one supplier or from a limited number of suppliers.
−Removed: We currently purchase certain key raw materials, such as feedstock, for our electrodes and a variety of other components from third parties, some of which we only source from one supplier or from a limited number of suppliers.
−Removed: Our current suppliers may be unable to satisfy our future requirements on a timely basis.
−Removed: Moreover, the price of purchased raw materials, components and assembled batteries could fluctuate significantly due to circumstances beyond our control.
−Removed: If our current suppliers are unable to satisfy our long- term requirements on a timely basis, we may be required to seek alternative sources for necessary materials and components, produce the raw materials or components in-house, which we are currently unable to do, or redesign our proposed products to accommodate available substitutes or at reasonable cost.
−Removed: We may not be able to enter into the required manufacturing supply agreements with the battery manufacturers and component suppliers.
−Removed: If we fail to secure a sufficient supply of key raw materials and components and we are unable to produce them in-house in a timely fashion, it would result in a significant delay in our manufacturing and shipments, which may cause us to breach our sales contracts with our customers.
+Added: The litigation process
+Added: is uncertain and it is possible that the second proceeding is resolved against Cordoba, which could have a material adverse effect on its business, results of operations, financial condition and prospects.
+Added: RISKS RELATED TO OUR VANADIUM BATTERY BUSINESSES
+Added: Our Vanadium battery businesses may be unable to obtain sufficient suitable feedstock for future vanadium electrolyte production and/or may be unable to find suppliers of vanadium electrolyte at cost effective prices.
+Added: Our vanadium battery businesses currently purchase certain key raw materials, such as feedstock, for our electrodes and a variety of other components from a limited number of third parties.
+Added: Our current suppliers may be unable to satisfy our future requirements on a timely basis or at all.
+Added: Moreover, the price and quality of purchased raw materials, including vanadium electrolyte, components and assembled batteries could fluctuate significantly due to circumstances beyond our control.
+Added: If we fail to secure a sufficient supply of key raw materials and components and we are unable to produce them in-house in a timely fashion, it could result in a significant delay in our manufacturing and shipments, which may cause us to breach our sales contracts with our customers.
+Added: If we are unable to source vanadium electrolyte at cost effective prices the willingness of customers to purchase our vanadium batteries may be limited.
Furthermore, failure to obtain sufficient supply of these raw materials and components or produce them in-house at a reasonable cost could also harm our revenue and gross profit margins.
−Removed: Substantial and increasingly intense competition may harm VRB’s business.
−Removed: The energy storage systems industry is highly competitive and is characterized by rapid technological change, frequent new product introductions, and a competitive pricing environment.
−Removed: Large vendors in this market may have greater resources to devote to research and development, manufacturing, marketing and sales than VRB, as well as greater brand name recognition.
−Removed: These large vendors could compete more aggressively with VRB by acquiring companies with new technologies which could allow them to develop products and technologies better suited to the needs of end-users, earlier and at a lower cost.
−Removed: VRB’s future success will depend in part on its ability to develop products that keep pace with the continuing changes in technology, evolving industry standards, new product introductions by competitors and changing customer preferences and requirements.
−Removed: VRB may be unable to successfully address these developments on a timely basis or at all.
−Removed: Failure to respond quickly and cost-effectively to new developments through the development of new products and technologies or enhancements to existing products and technologies could render its existing products and technologies less competitive or obsolete and could reduce its revenue.
−Removed: If effective new sources of energy storage systems are discovered, VRB’s existing products and technologies could become less competitive or obsolete.
−Removed: A number of small manufacturers of energy storage systems could also develop and introduce new products at a faster pace than VRB, therefore better meeting market needs.
−Removed: Such small manufacturers could also be acquired by, receive investments from, or enter into other commercial relationships with, larger, well-established and well-financed competitors.
−Removed: VRB’s competitors’ energy storage systems may be more readily accepted by industry participants than ours.
−Removed: Developments in alternative technology may adversely affect the demand for VRB’s battery products.
+Added: Developments in alternative technology may adversely affect the demand for vanadium battery products.
Significant developments in alternative energy storage technologies, such as fuel cell technology, advanced diesel, coal, ethanol or natural gas, or breathing batteries, may materially and adversely affect our business, prospects, financial condition and operating results in ways that we may not currently anticipate.
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Our research and development efforts may not be sufficient to adapt to changes in alternative technology and we may not compete effectively with alternative systems if we are not able to source and integrate the latest technology into our battery products.
−Removed: VRB manufactures and markets vanadium-based battery systems.
−Removed: If a viable substitute product or chemistry to vanadium-based battery systems emerges and gains market acceptance, our business, financial condition and results of operations will be materially and adversely affected.
−Removed: Furthermore, our failure to keep up with rapid technological changes and evolving industry standards within the battery market may cause our products to become obsolete and less marketable, resulting in loss of market share to our competitors.
−Removed: Some of our competitors are conducting research and development on alternative battery technologies, such as lithium-based batteries, fuel cells and super capacitors, and academic studies are ongoing as to the viability of lithium, sulphur and aluminum-based battery technologies.
−Removed: If any viable substitute products emerge and gain market acceptance because they have more enhanced features, more power, more attractive pricing, or better reliability, the market demand for VRB’s products may decrease, and accordingly, our business, financial condition and results of operations would be materially and adversely affected.
−Removed: Furthermore, the battery market is characterized by rapid technological changes and evolving industry standards, which are difficult to predict.
−Removed: This, coupled with the frequent introduction of new products and models, has shortened product life cycles and may render our products obsolete or less marketable.
−Removed: For example, research on the electrochemical applications of lithium-based batteries, carbon nanotechnology and other storage technologies is developing at a rapid pace, and many private and public companies and research institutions are actively engaged in the development of new battery technologies.
−Removed: If we fail to adopt these new technologies, such technologies may, if successfully developed by our competitors, offer significant performance or price advantages compared with our technologies and our technology leadership and competitive strengths may be adversely affected.
−Removed: Our significant investment in our research and development infrastructure may not lead to marketable products.
−Removed: Additionally, our competitors may improve their technologies or even achieve technological breakthroughs either as alternatives to vanadium-based battery systems or improvements on existing vanadium-based battery systems that would render our products obsolete or less marketable.
−Removed: Therefore, our failure to effectively keep up with rapid technological changes and evolving industry standards by introducing new and enhanced products may cause us to lose market share and to suffer a decrease in our revenue.
−Removed: VRB may experience significant delays in the design, production and launch of its battery projects, which could harm our business, prospects, financial condition and operating results.
−Removed: VRB’s research and development team is continually looking to improve its battery systems.
+Added: Our vanadium battery businesses may experience significant delays in the design, production and launch of its battery projects, which could harm our business, prospects, financial condition and operating results.
+Added: Our vanadium battery businesses’ research and development team is continually looking to improve its battery systems.
Any delay in the financing, design, production and launch of new products could materially damage our brand, business, prospects, financial condition and operating results.
There are often delays in the design, production and commercial release of new products, and to the extent we delay the launch because of the items identified above, our growth prospects could be adversely affected as we may fail to grow our market share, to keep up with competing products or to satisfy customers’ demands or needs.
−Removed: VRB batteries rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected.
−Removed: VRB’s products rely on software and hardware, including software and hardware developed or maintained internally or by third parties that is highly technical and complex and will require modification and updates over the life of a battery.
+Added: Our vanadium battery businesses may be adversely affected by any technical limitations in our software and hardware systems
+Added: Our vanadium batteries rely on software and hardware, including software and hardware developed or maintained internally or by third parties that is highly technical and complex and will require modification and updates over the life of a battery.
In addition, certain of our products depend on the ability of such software and hardware to store, retrieve, process and manage immense amounts of data.
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If we are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, we may suffer damage to our brand, loss of customers, loss of revenue or liability for damages, any of which could adversely affect our business and financial results.
−Removed: VRB may not be able to substantially increase its manufacturing output in order to fulfill orders from its customers.
−Removed: We intend to expand our battery manufacturing capacity to meet the expected demand for our products.
−Removed: This expansion will impose significant added responsibilities on our senior management and our resources, including financial resources and the need to identify, recruit, maintain, and integrate additional employees.
−Removed: Our proposed expansion will also expose us to greater overhead and support costs and other risks associated with the manufacture and commercialization of new products.
−Removed: Difficulties in effectively managing the budgeting, forecasting and other process control issues presented by such expansion could harm our business, prospects, results of operations and financial condition.
−Removed: Even if we succeed in expanding our manufacturing capacity, we may not have enough demand for our products to justify the increased capacity.
−Removed: If there is persistent mismatch in the demand for our products and our manufacturing capacity, our business, financial condition and results of operations could be adversely affected.
−Removed: Our ability to increase our manufacturing output is subject to significant constraints and uncertainties, including:
−Removed: • delays by our suppliers and equipment vendors and cost overruns as a result of a number of factors, many of which may be beyond our control, such as increases in raw material prices and problems with equipment vendors;
−Removed: • delays in government approval processes or denial of required approvals by relevant government authorities;
−Removed: • diversion of significant management attention and other resources;
−Removed: • failure to execute our expansion plan effectively.
−Removed: If we are unable to increase our manufacturing output because of any of the risks described above, we may be unable to fulfill customer orders or achieve the growth we expect.
−Removed: Consequently, our reputation could be affected and our customers could source battery systems from other companies.
−Removed: The combination of the foregoing could adversely affect our business, financial condition and results of operations.
−Removed: Our failure to cost-effectively manufacture our batteries in quantities which satisfy our customers’ demands and product specifications and their expectations for product quality and reliable delivery could damage our customer relationships and result in significant lost business opportunities for us.
−Removed: VRB manufactures its products rather than relying upon third-party outsourcing.
−Removed: To be successful, we must cost-effectively manufacture commercial quantities of our complex batteries that meet our customer specifications for quality and timely delivery.
−Removed: To facilitate the commercialization of our products, we will need to further reduce our manufacturing costs, which we intend to do by improving our manufacturing and development operations.
−Removed: We depend on the performance of our manufacturing operations to manufacture and deliver our products to our customers.
−Removed: If we are unable to manufacture products in commercial quantities on a timely and cost-effective basis, we could lose our customers and be unable to attract future customers.
−Removed: Changes in the policies of the Government of the People’s Republic of China (“PRC”) or its laws, or intervention or control by the PRC Government may materially affect VRB and its asset s.
−Removed: The business of VRB is primarily conducted in the PRC.
−Removed: Accordingly, VRB’s financial condition and results of operations have been, and are expected to continue to be, affected by the economic, political and social developments in China including policies related to renewable energy development and technology, COVID-19 and the conflict in Ukraine.
−Removed: The PRC’s economy may not continue to grow, and if there is growth, such growth may not be steady and uniform, and if there is a slowdown, such slowdown may have a negative effect on our business and results of operations.
−Removed: The PRC government plays a significant role in regulating industry development by imposing industrial policies.
−Removed: The PRC government also exercises significant control over China’s economic growth through regulation, the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
−Removed: A change in these government policies could materially and adversely affect VRB and accordingly our business, financial condition and results of operations.
−Removed: Certain measures adopted by the PRC government may restrict loans to certain industries, such as changes in the statutory deposit reserve ratio and lending guidelines for commercial banks by the People’s Bank of China (the “PBOC”).
−Removed: These current and future government actions could materially affect our liquidity, VRB’s access to capital and its ability to operate its business.
−Removed: Our financial condition and results of operations could be materially and adversely affected by the PRC’s control over capital investments or changes in tax regulations that are applicable to us.
−Removed: In addition, any stimulus measures designed to boost the Chinese economy may contribute to higher inflation, which could adversely affect our results of operations and financial condition.
−Removed: Any future revocation of approvals or any future failure to obtain approvals applicable to our business or any adverse changes in foreign investment policies of the PRC government may have a material adverse impact on our business, financial condition and results of operations.
−Removed: PRC regulations relating to foreign ownership in the battery manufacturing industry, including the manufacturing of VRB’s products, have been revised periodically over the past decade.
−Removed: In 2018, the Chinese legislature issued the Special Administrative Measures for Access of Foreign Investment (the “Negative List”).
−Removed: Under the new Negative List regime, any industry that is not on the Negative List is free from foreign ownership restrictions.
−Removed: The most updated version of the Negative List (2021 version) contains no foreign ownership restrictions over the manufacturing of power batteries.
−Removed: However, we recognize that PRC may change its foreign ownership regulations to governing battery manufacturers, or may change such regulations in other ways that govern VRB, which could adversely affect our results of operations and financial condition.
−Removed: The PRC government exerts substantial influence over the manner in which we must conduct our business activities.
−Removed: The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.
−Removed: Our ability to operate in the PRC may be harmed by changes in its laws and regulations, including those relating to taxation, currency controls, import and export tariffs, environmental regulations, production safety, land use rights, property and other matters.
−Removed: In addition, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that
−Removed: would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.
−Removed: Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms could have a significant effect on economic conditions in the PRC or particular regions thereof and could require us to divest ourselves of any interest we then hold in Chinese properties or joint ventures.
−Removed: Additionally, the PRC’s Foreign Investment Law came into effect on January 1, 2020 and embodies an expected PRC regulatory trend of rationalizing the foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments.
−Removed: The Foreign Investment Law, together with our implementation rules and ancillary regulations, may materially impact our organizational structure, corporate governance practice and compliance costs, for example through the imposition of stringent ad hoc and periodic information reporting requirements.
−Removed: PRC regulations of loans to PRC entities and direct investment in PRC entities by offshore holding companies may delay or prevent us from making loans or additional capital contributions to VRB.
−Removed: We may transfer funds to VRB or finance VRB by means of stockholder loans or capital contributions.
−Removed: Any loans from us to VRB, a foreign-invested enterprise, cannot exceed statutory limits determined by (1) the formula under the Notice on Matters Concerning the Macro-Prudential Management of Full-Covered Cross-Border Financing issued by the PBOC;
−Removed: or (2) the difference between the investment amount and the registered capital of VRB (if applicable), and must be registered with the State Administration of Foreign Exchange (the “SAFE”), or our local counterparts.
−Removed: Any capital contributions we make to VRB are subject to the approval by or filing and registration with the Administration for Market Regulation, the Ministry of Commerce of PRC, the National Development and Reform Commission of PRC and SAFE, or their local counterparts.
−Removed: We may not be able to obtain these government registrations or approvals on a timely basis, if at all.
−Removed: If we fail to receive such registrations or approvals, our ability to provide loans or capital contributions to VRB in a timely manner may be negatively affected, which could materially and adversely affect its liquidity and its ability to fund and expand its business.
−Removed: Uncertainties with respect to the PRC legal system could limit available legal protections.
−Removed: VRB is generally subject to laws and regulations applicable to foreign investments in the PRC and, in particular, laws applicable to foreign investment enterprises.
−Removed: The PRC legal system is a civil law system based on written statutes, and prior court decisions may be cited for reference, but have limited precedential value.
−Removed: Since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties.
−Removed: Moreover, the PRC government may amend or revise existing laws, rules or regulations, or promulgate new laws, rules or regulations, in a manner which materially and adversely affects our business, results of operations or financial condition.
−Removed: VRB may be negatively impacted by the state of PRC-United States relations.
−Removed: VRB operates as a wholly-owned foreign enterprise in the PRC with us as its United States-domiciled majority owner and controlling stockholder.
−Removed: The United States and the PRC are the two largest energy storage markets globally.
−Removed: A continued deterioration in the United States-PRC relationship, which may be evidenced by tariff and non-tariff barriers, lack of advancement on trade negotiations, domestic “buy local” policies, lack of business travel and business contact, and potentially sanctions or other barriers to commerce, may negatively affect VRB’s business, business prospects, results of operations and cash flows.
−Removed: The products that VRB produces may face tariff or other barriers to United States markets that negatively impact demand and sales in the United States, may increase the cost of VRB’s products, or may cause VRB’s products to be excluded from United States markets altogether.
−Removed: At the same time, VRB faces resistance to its United States controlling ownership from large Chinese State-owned entities developing energy storage projects in PRC.
−Removed: This limits VRB’s ability to sell its products in the PRC and may lead to a decline in sales in PRC for VRB’s products, any of which would have a negative effect on VRB’s financial condition, results of operations and cash flows.
+Added: Our vanadium battery joint venture in the People’s Republic of China (“PRC”) may be negatively impacted by laws and policies of the Government of the PRC or the state of PRC-United States relations.
+Added: A deterioration in the United States-PRC relationship, which may be evidenced by tariff and non-tariff barriers, lack of advancement on trade negotiations, domestic “buy local” policies, lack of business travel and business contact, and potentially sanctions or other barriers to commerce, may negatively affect our vanadium battery joint venture, business prospects, results of operations and cash flows.
+Added: The joint venture also helps our United States business source equipment and components in China that are used in the United States.
+Added: An increase in tariff and non-tariff barriers may significantly increase the cost of such equipment and components, or may prohibit their importation into the United States altogether.
+Added: If we are unable to obtain such equipment and components at cost effective prices, our ability to assemble and sell vanadium batteries in the United States may be materially and adversely affected.
+Added: There is no assurance that Red Sun will satisfy its payment obligations to the VRB China Joint Venture and to us in full or in a timely manner.
+Added: Pursuant to the VRB Transaction, we, through VRB Energy, are entitled to receive $20 million in cash from Red Sun payable in two equal tranches, which we plan to use for the growth and advancement of VRB USA.
+Added: The Chinese RMB equivalent of the first tranche was paid at closing into a bank account in China that is jointly controlled by VRB Energy and Red Sun, as is required under Chinese law.
+Added: The transfer of those jointly controlled funds to a bank account outside of China required several Chinese regulatory approvals, all of which have now been received.
+Added: The second tranche is payable by June 30, 2025.
+Added: The VRB China Joint Venture is also entitled to receive approximately $35.2 million in tranches to be received by the end of 2025, of which $12.7 million was paid following the closing of the transaction.
+Added: There can be no assurance that Red Sun will satisfy its remaining payment obligations to VRB China Joint Venture or to us in full or in a timely manner.
+Added: Any delay, reduction or failure to make these payments could have an adverse effect on the business of the VRB China Joint Venture and our plans for VRB USA.
RISKS RELATED TO INTELLECTUAL PROPERTY
If we are unable to successfully obtain, maintain, protect, enforce or otherwise manage our intellectual property and proprietary rights, we may incur significant expenses and our business may be adversely affected.
−Removed: Our success and ability to compete depend in part upon the proprietary nature of, and protection for, our products, technologies, processes and know-how.
−Removed: Our subsidiary VRB relies on patents to establish and protect its intellectual
−Removed: property rights in the PRC, the United States and other jurisdictions.
−Removed: As a result, VRB may be required to spend significant resources to monitor and protect its intellectual property rights.
−Removed: Litigation brought to protect and enforce its intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of its intellectual property.
−Removed: Furthermore, VRB’s efforts to enforce its intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of its intellectual property rights.
−Removed: In addition, VRB’s competitors may develop products similar to theirs that do not conflict with VRB’s intellectual property rights, may design around their intellectual property rights or may independently develop similar or superior technology.
−Removed: VRB’s failure to establish, protect and enforce its intellectual property rights could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.
+Added: Our success and ability to compete depends in part upon the proprietary nature of, and protection for, our products, technologies, processes and know-how.
The Typhoon TM technology we utilize in our exploration activities is based on patents owned by our subsidiary Geo27.
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Any failure by us or our licensor to establish, protect and enforce our intellectual property rights could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows, as would any breach by the licensor of our license agreements.
−Removed: We may not be able to protect our intellectual property rights in the PRC.
−Removed: The validity, enforceability and scope of protection available under the relevant intellectual property laws in the PRC is imperfect and still evolving.
−Removed: Implementation and enforcement of PRC intellectual property-related laws has historically been challenging.
−Removed: Accordingly, the protection of intellectual property rights in the PRC may not be as effective as in the United States, Canada or other jurisdictions.
−Removed: In addition, policing the unauthorized use of proprietary technology is cumbersome and expensive, and we may need to resort to litigation to enforce or defend patents issued to us or our other intellectual property rights or to determine the enforceability, scope and validity of our proprietary rights or those of others.
−Removed: Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs, loss of our proprietary rights, and diversion of resources and management’s attention.
+Added: In addition, our vanadium battery businesses rely on patents to establish and protect its intellectual property rights in the PRC, the United States and other jurisdictions.
+Added: As a result, our vanadium battery businesses may be required to spend significant resources to monitor and protect their intellectual property rights.
+Added: Litigation brought to protect and enforce its intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of its intellectual property.
+Added: Furthermore, efforts to enforce intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of its intellectual property rights.
+Added: In addition, competitors to our vanadium battery businesses may develop similar products that do not conflict with the vanadium battery businesses’ intellectual property rights, may design around their intellectual property rights or may independently develop similar or superior technology.
+Added: Failure to establish, protect and enforce the intellectual property rights owned by the vanadium battery businesses could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.
We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause us to lose significant rights and to be unable to continue providing our existing product offerings.
Our success also depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights of third parties.
−Removed: The validity and scope of claims relating to vanadium-based battery technology and Typhoon TM technology patents involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain, expensive and time-consuming.
−Removed: We may receive in the future notices that claim we or our clients using our products have misappropriated or misused other parties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of products among competitors overlaps.
+Added: The validity and scope of claims relating to vanadium-based battery
+Added: technology and Typhoon TM technology patents involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain, expensive and time-consuming.
+Added: We may receive in the future notices that claim we or our customers using our products have misappropriated or misused other parties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of products among competitors overlaps.
If we are sued by a third party that claims that our technology infringes its rights, the litigation, whether or not successful, could be extremely costly to defend, divert our management’s time, attention, and resources, damage our reputation and brand and substantially harm our business.
−Removed: Further, in some instances, our agreements with our clients include indemnification provisions under which we or our subsidiaries agree to indemnify such parties for losses suffered or incurred in connection with third party claims for intellectual property infringement.
+Added: Further, in some instances, our agreements with our customers include indemnification provisions under which we or our subsidiaries agree to indemnify such parties for losses suffered or incurred in connection with third party claims for intellectual property infringement.
The results of any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may also require us to do one or more of the following:
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Protracted litigation could result in our customers, or potential customers, deferring or limiting their purchase or use of our products until resolution of such litigation.
−Removed: Parties making the infringement claim may also obtain an injunction that can prevent us from selling our products or using technology that contains the allegedly infringing contents.
−Removed: If we were to discover that our products violate third-party proprietary rights, we may be unable to continue offering our products on commercially reasonable terms, or at all, to redesign our technology to avoid infringement or to avoid or settle litigation regarding alleged infringement without substantial expense and damage
+Added: Parties making the infringement claim may also obtain an injunction that can prevent us from selling our products or using technology that contains the allegedly infringing materials.
+Added: If we were to discover that our products violate third-party proprietary rights, we may be unable to continue offering our products on commercially reasonable terms, or at all, to redesign our technology to avoid infringement or to avoid or settle litigation regarding alleged infringement without substantial expense and damage awards.
Any intellectual property litigation or proceeding could have a material adverse effect on our business, results of operation and financial condition.
RISKS RELATED TO OUR BUSINESSES GENERALLY
−Removed: We will require substantial capital investment in the future and we may be unable to raise additional capital on favorable terms or at all.
−Removed: The construction and operation of potential future mines and the continued exploration of our mineral exploration projects will require significant funding.
−Removed: We have no operating cash flow or other sources of funding to meet these requirements.
−Removed: As a result, we expect to raise capital through equity financings to meet the funding requirements of these investments and our ongoing business activities.
−Removed: Our ability to raise additional capital will depend on a range of factors such as macroeconomic conditions, future commodity prices, our exploration success, and market conditions among other factors.
−Removed: If these factors deteriorate, our ability to raise capital to fund ongoing operations and business activities, and service any outstanding indebtedness could be negatively impacted.
−Removed: If we are unable to obtain additional financing, we will not be able to continue our exploration activities and our assessment of the commercial viability of our operations.
−Removed: Further, even if mineralization is discovered, we may not be able to successfully advance our project into commercial production.
−Removed: If we are able to establish that development of mining operations is commercially viable, our inability to raise additional financing at that stage may result in our inability to place the operations into production and recover our investment.
−Removed: If additional financing is not available, we may also have to postpone further exploration or development of, or sell, one or more of our principal mineral properties.
+Added: We will require substantial capital investment in the future, and our inability to raise adequate capital could affect our ability to continue as a going concern.
+Added: We will require significant funding to continue our operations and advance our projects through exploration and, if a construction decision is reached, the construction and operation of potential future mines.
+Added: Our ability to raise additional capital, on timely and favorable terms or at all, will depend on various factors, including macroeconomic conditions, future commodity prices, our exploration success, and market conditions.
+Added: If these factors deteriorate, our ability to raise capital to fund ongoing operations and business activities could be significantly impacted.
+Added: If we cannot obtain adequate additional financing, we may have to substantially curtail our exploration and development activities or sell assets, which could materially and adversely affect our business plan.
+Added: Inadequate financial resources could also raise substantial doubt about our ability to continue as a going concern.
Currency fluctuations may affect our results of operation and financial condition.
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Our insurance may not provide adequate coverage in the event of a loss.
−Removed: Our business and activities are subject to a number of risks and hazards, including, but not limited to, adverse environmental conditions, metallurgical and other processing problems, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground control problems, cave-ins, changes in the regulatory environment, mechanical equipment failure, facility performance problems, fires and natural phenomena such as inclement weather conditions, floods, landslides and earthquakes.
−Removed: These risks could result in damage to, or destruction of, our mineral properties or production facilities, personal injury or death, environmental damage, delays in exploration, mining or processing, increased production costs, asset write downs, monetary losses and legal liability.
+Added: Our business and activities are subject to a number of risks and hazards, including, but not limited to, adverse environmental conditions, metallurgical and other processing problems, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground control problems, cave-ins, changes in the regulatory environment, mechanical equipment failure, facility performance problems, fires and natural phenomena such as inclement weather conditions, floods, landslides and earthquakes, and defective title.
+Added: These risks could result in damage to, or destruction of, our mineral
+Added: properties or production facilities, personal injury or death, environmental damage, delays in exploration, mining or processing, increased production costs, asset write downs, monetary losses and legal liability.
Our property and liability insurance may not provide sufficient coverage for losses related to these or other hazards.
−Removed: Insurance against certain risks, including those related to environmental matters or other hazards resulting from exploration and production, is generally not available to us or to other companies within the mining industry.
+Added: Insurance against certain risks, including those related to defective title, environmental matters or other hazards resulting from exploration and production, is generally not available to us or to other companies within the mining industry.
Our current insurance coverage may not continue to be available at economically feasible premiums, or at all.
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Any losses from these events may cause us to incur significant costs that could have a material adverse effect on our business, financial position and results of operations.
−Removed: We are dependent on the leadership of Robert Friedland, our founder and Executive Chairman, and the services of our executive management team and key employees.
−Removed: Our exploration activities and any future mine development, as well as the construction and operation of a mine depend to a significant extent on the continued service and performance of Robert Friedland, the Company’s founder and Executive Chairman, and the executive management team.
+Added: We are dependent on the leadership of our executive management team and key employees.
+Added: Our exploration activities and any future mine development, as well as the construction and operation of a mine depend to a significant extent on the continued service and performance of the executive management team.
We depend on a relatively small number of key officers and consultants, and we currently do not have, and do not intend to, purchase key-person insurance for these individuals.
Departures by our executive management team could have a negative impact on our business, as we may not be able to find suitable personnel to replace departing management on a timely basis, or at all.
−Removed: The loss of Mr.
−Removed: Friedland and any member of our senior management team could impair our ability to execute our business plan and could, therefore, have a material adverse effect on our business, results of operations and financial condition.
+Added: The loss of Robert Friedland, our founder and Executive Chairman, or any member of our senior management team could impair our ability to execute our business plan and could, therefore, have a material adverse effect on our business, results of operations and financial condition.
In addition, the international mining industry is very active and we are facing increased competition for qualified personnel in all disciplines and areas of operation.
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We may not be able to maintain a satisfactory working relationship with our employees in the future.
−Removed: Our activities and business could be adversely affected by the effects of health epidemics, including the COVID-19 pandemic, in regions where we conduct our business operations.
+Added: Our activities and business could be adversely affected by the effects of health epidemics and other public health threats, pandemic, in regions where we conduct our business operations.
Our business and exploration activities could be adversely affected by health epidemics or pandemics.
−Removed: For example, the global COVID-19 pandemic has negatively affected the global economy, disrupted financial markets and international trade, resulted in increased unemployment levels and significantly affected global supply chains, all of which have and may continue to affect our future exploration activities and business.
−Removed: Federal, state, and local governments have implemented various mitigation measures at various times since the pandemic began, including travel restrictions, border closings, restrictions on public gatherings, shelter-in-place restrictions and limitations on non-essential business.
+Added: Federal, state, and local governments may implement various mitigation measures at various times to address a pandemic, including travel restrictions, border closings, restrictions on public gatherings, shelter-in-place restrictions and limitations on non-essential business.
Some of these actions may halt, hinder, delay or slowdown our exploration activities or future development of mining operations, or increase our costs to conduct such activities.
−Removed: Disruptions in the financial markets as a result of the worsening of the COVID-19 pandemic could make it more difficult for us to access the capital markets in the future.
−Removed: It is not possible to accurately predict with any degree of certainty the impact COVID-19 will have on our operations going forward as the situation continues to remain fluid, including, but not limited to, the pace of the continued spread of the pandemic, the severity and ultimate duration of the pandemic, including any resurgences, mutations or variants, any governmental regulations or restrictions imposed in response to such, and the ultimate efficacy and distribution speed of approved vaccines and treatments.
−Removed: We may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, consultants and business partners.
−Removed: There is no guarantee that we will not experience significant disruptions to our activities in the future as a result of the COVID-19 pandemic or any similar health epidemics.
−Removed: While our equity ownership in our listed company Cordoba may be significant, we may not be able to exert control or direction over the company or its business.
−Removed: We have significant equity ownership in Cordoba, a listed company in Canada, of which we own and control more than 50% of the outstanding common shares.
−Removed: However, while such common share ownership gives us the legal right to elect the directors of the company, the directors elected owe duties to all shareholders, including us.
−Removed: Accordingly, such elected directors may determine to take an action that they consider in the best interests of all shareholders, even if it is not the preferred course of action for us.
−Removed: As well, transactions between us and such company are highly regulated by related party transaction rules in Canada, as well as those of the TSX.
−Removed: Accordingly, many transactions that we could undertake with Cordoba may be subject to independent formal valuation requirements and/or minority shareholder approval requirements, at which our votes will be disregarded.
−Removed: Accordingly, transactions that we may consider to be in our best interest and in the best interest of Cordoba may not proceed if they are subject to minority shareholder approval requirements, and minority shareholders do not provide the necessary approvals.
−Removed: If any such transactions are not approved, we may be unable to advance our business interests through Cordoba and/or may not be able to engage in transactions with them which we consider beneficial, any of which could have an adverse material impact on our prospects, business, results of operations and financial condition.
+Added: Disruptions in the financial markets as a result of a pandemic could make it more difficult for us to access the capital markets in the future.
RISKS RELATED TO GOVERNMENT REGULATIONS AND INTERNATIONAL OPERATIONS
−Removed: We have subsidiaries, mineral projects, investments in mineral projects or exploration activities in the United States, Canada, Australia, Colombia, Peru, Ivory Coast and Saudi Arabia where the governments extensively regulate mineral exploration and mining operations, imposing significant actual and potential costs on us.
−Removed: The mining industry is subject to increasingly strict regulation by federal, state and local authorities in the jurisdictions in which we have mineral projects, investments in mineral projects or exploration activities, including the United States, Canada, Australia, Colombia, Peru, Ivory Coast and Saudi Arabia.
−Removed: These regulations relate to limitations on land use;
+Added: We have subsidiaries, mineral projects, investments or other activities in the United States, the PRC, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries where the governments extensively regulate operations and assets, imposing significant actual and potential costs on us.
+Added: Our business activities and assets are is subject to increasingly strict laws and regulation by federal, state and local authorities in the jurisdictions in which we have subsidiaries, mineral projects, investments or other activities, including the United States, the PRC, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries.
+Added: These laws and regulations include, without limitation, those related to tax;
+Added: health and safety;
+Added: the environment;
+Added: exports/imports;
+Added: national security;
+Added: price and foreign exchange controls;
+Added: anticorruption;
mine permitting and licensing requirements;
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management of materials generated by mining operations;
+Added: dealing with local or disadvantaged communities;
+Added: possible state intervention;
and storage, treatment and disposal of wastes and hazardous materials, among other things.
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Our activities outside of the United States are subject to additional political, economic and other uncertainties not necessarily present for activities taking place within the United States.
−Removed: We have subsidiaries, mineral projects, investments in mineral projects and exploration activities in the United States, Canada, Australia, Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC.
+Added: We have mineral projects, investments or other activities in the United States, the PRC, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries.
Some of these countries are less developed economically and politically than the United States, and have historically been more politically or socially unstable than the United States, including with respect to civil unrest and significant civil strife (including violent insurrections).
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• significant fluctuations in currency exchange rates;
+Added: • currency controls;
+Added: • local ownership requirements;
• social and labor unrest, organized crime, hostage taking, terrorism and violent crime;
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We may experience disruptions in the future, which could adversely affect our business and our exploration and development activities.
+Added: Recent tariff announcements and other developments in international trade policies and regulations could adversely affect our operations and outlook.
+Added: As a U.S.-based mining company with operations internationally, including operations and business activities in various countries including Canada and China, we are sensitive to changes in international trade policies and regulations.
+Added: On February 1, 2025, the U.S.
+Added: President signed an executive order imposing 25% tariffs on most goods imported from Mexico and Canada (energy products from Canada are set to face a lesser 10% tariff) and a 10% additional tariff on all goods from China, scheduled to take effect on February 4, 2025.
+Added: The White House stated the actions aim to advance U.S.
+Added: priorities on immigration and drug trafficking, though specific goals for lifting the tariffs are unspecified.
+Added: Since the initial announcement, events have unfolded rapidly.
+Added: On February 3, 2025, Canada announced the imposition of 25% tariffs on a range of U.S.
+Added: products effective February 4, 2025.
+Added: On February 3, 2025, the U.S.
+Added: and Mexico, and the U.S.
+Added: and Canada, announced deals to delay the imposition of U.S.
+Added: tariffs involving those respective countries by one month.
+Added: On February10, 2025, the U.S.
+Added: announced expanded 25% tariffs on steel and aluminum imports from all countries.
+Added: On February 13, 2025, the U.S.
+Added: announced a plan to implement additional reciprocal tariffs against other countries.
+Added: Additional tariff actions may be taken by the U.S.
+Added: and foreign governments.
+Added: We are unable to predict the ultimate result and duration of any tariff actions by the U.S.
+Added: government, or countermeasures that may be taken by other nations.
+Added: We cannot assure you that the imposition of tariffs or other changes in trading policies, potential trade wars, or uncertainties in international trading policies and regulations will not adversely impact our operations, particularly given our presence across multiple jurisdictions.
+Added: If such tariffs apply to, or new tariffs may be imposed on, products or equipment we may need to source and import our costs could increase accordingly.
+Added: For example, VRB USA anticipates importing equipment and electrolyte from China, and these tariffs are expected to increase VRB USA’s costs.
+Added: Any further increases in tariffs imposed on products imported from China could result in additional cost increases for VRB USA.
+Added: Tariffs could have a general inflationary effect, which could increase the cost of our U.S.
+Added: exploration activities.
+Added: If we decide to develop our U.S.
+Added: mineral properties in the future, tariffs could increase our development costs and capital expenditures, which may affect the projected economics of our projects.
+Added: Recent tariff actions have resulted in market uncertainty and volatility.
+Added: Continued market uncertainty or volatility, or any broader economic challenges resulting from adverse developments in internal trade policies, could adversely affect the price of our stock, our ability to raise additional capital or the prices of the metals that we hope to produce, should we develop any of our mineral projects.
+Added: Our subsidiary Cordoba operates in a jurisdiction, Colombia, which has heightened security risks.
+Added: Colombia is home to South America’s largest and longest running insurgency.
+Added: The situation may become unstable and may deteriorate in the future into violence, including kidnapping, gang warfare, homicide and/or terrorist activity.
+Added: Any such actions may generally disrupt supply chains and business activities in Colombia, and discourage qualified individuals from being involved with Cordoba’s operations.
+Added: Our operations may be impacted as a result, and our ability to advance the San Matias project may be delayed or halted altogether.
+Added: This may include the inability to access the project site, as well as damage to property and injury or death to our personnel.
+Added: Any such events could have a material adverse effect on Cordoba’s business, results of operations, financial condition and prospects.
+Added: Illegal mining activities may negatively impact our ability to explore, develop and operate some mineral projects.
+Added: Artisanal and illegal miners are present at the San Matias Project in Colombia (owned directly by Cordoba) and the Pinaya Project in Peru.
+Added: As these companies further explore and advance these projects towards production, each must enter into discussions with illegal miners operating at the projects.
+Added: There is a risk that such illegal miners may oppose activities at the San Matias Project or the Pinaya Project and this may result in a disruption to the planned development and/or mining and processing operations, all of which may have an adverse effect on our investment in these projects.
+Added: In addition, illegal miners have extracted metals from both projects in a manner that does not meet health and safety or environmental standards.
+Added: Accidents may occur and may range from minor to serious, including death.
+Added: While all formal steps are taken to notify the authorities when illegal miners operate in an unsafe manner, illegal miners may advance within close proximity to our contemplated mine sites or trespass on them, which may disrupt exploration and development activities, and may result in increased costs to address the presence of such illegal miners.
Our foreign mining projects and investments are subject to risk typically associated with operating in foreign countries.
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• relative inexperience of the judiciary and courts in such matters.
−Removed: Enforcement of laws in some of the jurisdictions in which we operate may depend on and be subject to the interpretation of such laws by the relevant governmental authorities, and such authority may adopt an interpretation of an aspect of local law that differs from the advice that has been given to us by local lawyers or even by the relevant local authority itself on a prior occasion.
+Added: Enforcement of laws in some of the jurisdictions in which we operate may depend on and be subject to the interpretation of such laws by the relevant governmental authorities, and such authority may adopt an interpretation of an aspect of local law that differs from the advice that has been given to us by local lawyers or even by the relevant local
+Added: authority itself.
In addition, there may be limited or no relevant case law providing guidance on how courts would interpret such laws and the application of such laws to our contracts, joint ventures, licenses, license applications or other legal arrangements.
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The FCPA also requires companies to maintain accurate books and records and internal controls.
−Removed: As we have certain subsidiaries, mineral projects and investments in other countries, including Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC, there is a risk of potential FCPA violations.
+Added: As we have certain subsidiaries, mineral projects and investments and other activities in other countries, including Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC, there is a risk of potential FCPA violations.
In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws.
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RISKS RELATED TO OUR COMMON STOCK
−Removed: Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause the price of our common stock to decline .
+Added: Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to warrants or our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause the price of our common stock to decline .
In the future, we may sell common stock, convertible securities, or other equity securities in one or more transactions at prices and in the manner we determine from time to time.
+Added: We have outstanding warrants to purchase shares of our common stock that were issued in our public offering on February 14, 2025.
We also issue securities to employees and directors pursuant to our equity incentive plans.
−Removed: If we sell common stock, convertible securities, or other equity securities in subsequent transactions, or common stock is issued pursuant to equity incentive plans, our investors’ holdings may be materially diluted.
+Added: If we sell common stock, convertible securities, or other equity securities in subsequent transactions, or common stock is issued pursuant to warrants or equity incentive plans, our investors’ holdings may be materially diluted.
In addition, new investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our common stock.
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These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock.
−Removed: Most of our outstanding shares of common stock can be sold at any time pursuant to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to registration statements that we have filed or agreed to file to permit the resale of such shares.
+Added: Most of our outstanding shares of common stock can be sold at any time pursuant to Rule 144 of the Securities Act, or pursuant to registration statements that we have filed or agreed to file to permit the resale of such shares.
We have also registered all shares of common stock that we may issue under our equity compensation plans or that are issuable upon exercise of outstanding options or other equity awards.
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Ma’aden may exercise this right each time we issue shares (or securities convertible into shares) for cash as part of an equity financing transaction and in certain other circumstances.
+Added: As the result of our public offering on February 14, 2025 and prior issuances, Ma’aden has the right to exercise the Ma’aden Top-Up Right to acquire up to approximately 1,488,027 shares of common stock.
+Added: No assurance can be provided as to whether Ma’aden will or will not exercise the Ma’aden Top-Up Right..
In the event that Ma’aden does not exercise the Ma’aden Top-Up Right, the ownership threshold for purposes of Ma’aden Top-Up Right will be reduced to its ownership level after giving effect to the dilutive issuance.
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The market price for our common stock may be influenced by many factors, including:
−Removed: the failure to identify mineral resources or reserves at our properties;
+Added: the failure to identify Mineral Resources or Mineral Reserves at our properties;
the failure to achieve production at any of our mineral properties;
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sales of common stock by us, our executive officers, directors or principal stockholders, or others;
−Removed: changes in regulatory requirements and the political climate in the United States, and other jurisdictions where we have activities, including Canada, Australia, Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC;
+Added: changes in regulatory requirements and the political climate in the United States, and other jurisdictions where we have activities, including Canada, Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC;
litigation involving us, our general industry or both;
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natural disasters, terrorist attacks, and acts of war, including the large-scale invasion of Ukraine by Russia;
−Removed: general economic, industry and market conditions, such as
−Removed: the impact of the COVID-19 pandemic, on our industry and market conditions, or the occurrence of other epidemics or pandemics;
+Added: general economic, industry and market conditions, such as the impact of pandemics, on our industry and market conditions, or the occurrence of other epidemics or pandemics;
and the other factors described in this “Risk Factors” section.
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Furthermore, negative public announcements of the results of hearings, motions or other interim proceedings or developments could have a negative effect on the market price of our common stock.
−Removed: If securities or industry analysts do not publish research or reports about us, or if they downgrade our common stock, the price of our common stock could decline.
−Removed: The trading market for our common stock depends, in part, on the research and reports that securities or industry analysts publish about us.
−Removed: We do not have any control over these analysts.
−Removed: If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about us, the price of our common stock would likely decline.
−Removed: In addition, if our results of operations fail to meet the forecasts of analysts, the price of our common stock would likely decline.
−Removed: If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause the price and trading volume of our common stock to decline.
The market price of our common stock is subject to fluctuations and may not reflect our long-term value at any given time, and we may be subject to securities litigation as a result .
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Securities litigation could result in substantial costs and damages and divert management’s attention and resources.
−Removed: Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult.
−Removed: Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following:
−Removed: • amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our amended and restated bylaws generally require the approval of at least 66 and 2∕3% of the voting power of our outstanding capital stock;
+Added: Our amended and restated certificate of incorporation and second amended and restated bylaws contain provisions that may make the acquisition of our company more difficult.
+Added: Certain provisions in our amended and restated certificate of incorporation and second amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following:
+Added: • our amended and restated certificate of incorporation requires that amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our second amended and restated bylaws generally require the approval of at least 66 and 2∕3% of the voting power of our outstanding capital stock;
• our stockholders are only able to take action at a meeting of stockholders and are not able to take action by written consent for any matter;
−Removed: • our amended and restated certificate of incorporation do not provide for cumulative voting;
+Added: • our amended and restated certificate of incorporation does not provide for cumulative voting;
• vacancies on our Board of Directors are able to be filled only by our Board of Directors and not by stockholders;
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• any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders;
−Removed: • any action asserting a claim arising pursuant to the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws;
+Added: • any action asserting a claim arising pursuant to the DGCL, our amended and restated certificate of incorporation or our second amended and restated bylaws;
• any action asserting a claim that is governed by the internal affairs doctrine (the “Delaware Forum Provision”).
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In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our Federal Forum Provision.
−Removed: If the Federal Forum Provision is found to be
−Removed: unenforceable, we may incur additional costs associated with resolving such matters.
+Added: If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters.
The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid.
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The payment of any future dividends, if any, will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition and capital requirements, business conditions, corporate law requirements and other factors.
−Removed: We may incur significant additional costs and expenses, including costs and expenses associated with obligations relating to being a public company, which will require significant resources and management attention and may divert focus from our business operations, particularly after we are no longer eligible to report under smaller reporting company standards.
−Removed: Our general administrative expenses, such as legal and accounting expenses related to becoming and being a public company, have increased since becoming a public company in June 2022.
−Removed: As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, applicable Canadian securities laws and regulations, the listing requirements of the NYSE American and the TSX and other applicable securities rules and regulations.
−Removed: As a public company, we incur significant legal, accounting, insurance, and other expenses, including expenses related to our ESG strategy.
−Removed: Compliance with these rules and regulations will continue to increase our legal and financial compliance costs and make some activities more time-consuming and costly, particularly after we are no longer eligible to report under smaller reporting company standards.
−Removed: Furthermore, the need to continue to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from successfully implementing our strategic initiatives and improving our business, operating results, financial condition, and prospects.
−Removed: If we fail to manage these additional costs or increase our revenue, we may incur losses in the future.
−Removed: This Annual Report was prepared pursuant to the standards applicable to a smaller reporting company, and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors.
−Removed: This Annual Report was prepared pursuant to the standards applicable to a smaller reporting company as defined under the Exchange Act, pursuant to a transitional period approved by the SEC for former smaller reporting companies.
−Removed: In particular, we are permitted to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation.
−Removed: Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.
−Removed: We cannot predict whether investors will find our common stock less attractive if we rely on certain or all of these exemptions.
−Removed: If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
If we are unable to implement and maintain effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports.
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There is no guarantee we will maintain effective internal controls in the future.
−Removed: If during the evaluation and testing process, we identify one or more material weaknesses in the design or effectiveness of our internal control over financial reporting or determine that existing material weaknesses have not been remediated,
−Removed: our management will be unable to assert that our internal control over financial reporting is effective.
+Added: If during the evaluation and testing process, we identify one or more material weaknesses in the design or effectiveness of our internal control over financial reporting or determine that existing material weaknesses have not been remediated, our management will be unable to assert that our internal control over financial reporting is effective.
Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed, implemented, or reviewed.
−Removed: If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the valuation of our common stock could be adversely affected.
+Added: If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the valuation of our common stock could be adversely affected.
holders may be subject to United States federal income tax on gain on the sale or other taxable disposition of shares of our common stock.
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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.