What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-05 compared with 2025-05-06 · 137 added, 73 removed, 172 unchanged (55% of the section changed)

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Those statements include, but are not limited to, statements with respect to:

estimated calculations of mineral reserves and resources at our properties including changes in those estimated calculations, anticipated results and timing of exploration activities, timing of studies for advancing or developing our properties, plans and objectives, industry trends, our requirements for additional capital, treatment under applicable government regimes for permitting or attaining approvals, government regulation, environmental risks, title disputes or claims, synergies of potential future acquisitions, the projected, forecast or anticipated economic parameters of our mineral projects (including capital cost, operating cost, net present value, internal rate of return and other parameters), and our anticipated uses of the net proceeds from our initial public offering or other offerings of our securities.

estimated calculations of mineral reserves and resources at our properties including changes in those estimated calculations, anticipated results and timing of exploration activities, timing of studies for advancing or developing our properties, plans and objectives, industry trends, our requirements for additional capital, treatment under applicable government regimes for permitting or attaining approvals, government regulation, environmental risks, title disputes or claims, synergies of potential future acquisitions, the projected, forecast or anticipated economic parameters of our mineral projects (including capital cost, operating cost, net present value, internal rate of return and other parameters), and our anticipated uses of the net proceeds from offerings of our securities or other fundraising activities.

In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “could,” “should,” “would,” “achieve,” “budget,” “scheduled,” “forecasts,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology.

These forward-looking statements may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our industry.

These forward-looking statements may include projections of our future financial performance, the development of our mineral properties, our anticipated growth strategies and anticipated trends in our industry.

All forward-looking statements speak only as of the date on which they are made.

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We believe that the factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include the following:

our mineral projects are all at the exploration stage and are subject to the significant risks and uncertainties associated with mineral exploration;

the initial assessment for our Santa Cruz Project is only an early stage study of its potential economic viability and future studies and actual economic outcomes may vary greatly from those set forth in the initial assessment;

we have no mineral reserves, other than at the Alacran project;

most of our mineral projects are at the exploration stage and are subject to the significant risks and uncertainties associated with mineral exploration;

our Santa Cruz Copper Project, is subject to significant risks associated with mine construction and commissioning, including possible delays, cost overruns, and unanticipated technical problems in addition to the need to obtain all required permits and necessary funding;

the Preliminary Feasibility Study (the "PFS") for our Santa Cruz Copper Project includes estimates and assumptions to project potential economic viability and actual economic outcomes may vary greatly from those set forth in the PFS;

other than at the Santa Cruz Copper Project and at the Alacrán Project which our subsidiary has agreed to sell;

we have a limited operating history on which to base an evaluation of our business and prospects;

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the requirements that we obtain, maintain and renew environmental, construction and mining permits are often a costly and time-consuming process;

changes in U.S.

tariff policy including any tariff on copper imports and other goods used in our operations, may adversely affect the costs that we incur;

operations are subject to additional political, economic and other uncertainties not generally associated with domestic operations;

and our activities may be hindered, delayed or have to cease as a result of climate change effects, including increased and excessive heating, the potential for forest fires at many of our properties and our ability to establish a United States-based vanadium redox battery business.

our ability to establish a United States-based vanadium redox battery business and the satisfaction of closing conditions for Cordoba Minerals Corp's ("Cordoba") disposition of its interest in the Alacrán Project.

You should carefully consider these risks, as well as the additional risks described in other documents we file with the SEC.

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We are a United States domiciled minerals exploration company with a focus on developing mines from mineral deposits principally located in the United States.

We seek to support American supply chain independence by finding and delivering the critical metals necessary for electrification of the economy, with a focus on copper.

We use our accurate and powerful Typhoon™ geophysical surveying system, together with advanced data analytics provided by our 94.3% owned subsidiary, Computational Geosciences Inc.

We seek to support American supply chain independence by finding and delivering copper and other critical metals vital to advanced manufacturing, infrastructure development, technology, and national security.

We use our powerful Typhoon™ geophysical surveying system, together with advanced data analytics provided by our 94.3% owned subsidiary, Computational Geosciences Inc.

(“CGI”), to accelerate and de-risk the mineral exploration process as we seek to discover new deposits of critical metals that may otherwise be undetectable by traditional exploration technologies.

We believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals.

Our mineral exploration efforts focus on copper as well as other metals including nickel, vanadium, cobalt, platinum group elements, gold and silver.

Through the advancement of our portfolio of electric metals exploration projects, headlined by the Santa Cruz Project in Arizona as well as other exploration projects in the United States, we intend to support the United States' supply chain independence by finding and delivering critical metals necessary for the electrification of the economy.

We also operate a 50/50 joint venture with Saudi Arabian Mining Company Ma’aden ("Ma'aden") to explore for minerals on ~48,500 km 2 of underexplored Arabian Shield in Saudi Arabia.

Finally, in addition to our mineral projects, we also own a 90.0% controlling interest in VRB Energy Inc.

(“VRB”) which itself owns 100% of VRB Energy USA Inc., an Arizona-based developer of advanced grid-scale energy storage systems utilizing vanadium redox flow batteries for integration with renewable power sources.

Our mineral exploration efforts focus on copper as well as other metals including nickel, cobalt, platinum group elements, gold and silver.

Through the advancement of our portfolio of critical metals exploration projects, headlined by the Santa Cruz Copper Project in Arizona we intend to contribute to domestic supply by developing resources that support industrial and strategic sectors.

We also operate a 50/50 joint venture with Saudi Arabian Mining Company ("Maaden") to explore for minerals on ~48,500 km 2 of underexplored Arabian Shield in Saudi Arabia.

Finally, in 2024, we established an exploration alliance with BHP Mineral Resources Inc.

(“BHP”), a subsidiary of BHP Group Limited, to search for critical minerals in the United States.

In addition to our mineral projects, we also own a 90.0% controlling interest in VRB Energy Inc.

(“VRB”) which itself owns 100% of VRB Energy USA Inc.

("VRB USA"), an Arizona-based developer of advanced grid-scale energy storage systems utilizing vanadium redox flow batteries for integration with renewable power sources.

VRB also has a 49% interest in VRB China which is a joint venture with a subsidiary of privately held Shanxi Red Sun Co., Ltd.

VRB China manufactures, develops and sells vanadium redox flow batteries for Asian, African and Middle Eastern markets.

At our Santa Cruz Project in Arizona, we are evaluating the potential for a high-grade modern underground copper mining operation.

The Initial Assessment for the Santa Cruz Project, completed in September 2023, focuses on an underground copper mine with an average of 5.5 million tonnes mined annually, exclusively from the high-grade exotic, oxide and enriched domains of the Santa Cruz and East Ridge Deposits.

The Initial Assessment estimates life of mine copper production of 1.6 million tonnes over a 20-year mine life, with projected cash costs of $1.36 per pound of copper produced.

We are advancing environmental, technical, trade-off and economic studies in preparation for a preliminary feasibility study for a copper mining operation incorporating leading technologies to improve efficiencies and costs.

We are designing a technologically advanced mine that we expect to result in low carbon dioxide emissions per pound of copper produced and be a leading example of responsibly produced domestic copper.

Our other mineral projects in the United States include the Tintic Project, located in Utah, and the Hog Heaven Copper-Silver-Gold Project, located in Montana.

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Business Developments in the Quarter

On February 14, 2025, we completed a public offering where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for net proceeds of approximately $66.0 million, after giving effect to the underwriter’s exercise in full of its option to purchase additional Units.

Each Unit consists of (i) one share of our common stock and (ii) one accompanying warrant (the "Warrants").

Each of the currently outstanding 11,794,872 whole Warrants is exercisable to purchase one share of our common stock at a price of $7.00 per share until February 17, 2026.

We intend to use the net proceeds of the offering on the preliminary feasibility study for the Santa Cruz Project, land acquisition payments, drilling and other exploration activities and for other working capital and general corporate purposes.

We account for our business in four business segments – (i) Santa Cruz Project (ii) critical metals, (iii) data processing services and (iv) energy storage.

Santa Cruz Copper Project

On June 23, 2025, we announced the completion of the Preliminary Feasibility Study (the "PFS") for the Santa Cruz Copper Project in Arizona.

The PFS confirmed the economic viability of an underground copper mining operation combined with a heap leach processing facility utilizing modern technologies and designed to produce copper cathode for delivery to U.S.

Situated entirely on private land in Arizona, the Santa Cruz Copper Project integrates underground mining with chloride-assisted heap leaching to produce copper cathode on site, eliminating the need for smelting, tailings storage, and

transportation and refining of concentrates.

This integrated approach significantly reduces the project's overall carbon intensity.

The project has been designed as a phased approach to responsibly meet the growing demand for copper in the United States.

The Santa Cruz Copper Project features a compact site layout, advanced water management tailored for arid conditions, and plans to use paste backfill made from spent ore to minimize waste and enhance ground stability.

The findings of the PFS include that the Santa Cruz Copper Project is projected to produce 1.4 million tonnes of copper cathode over a 23-year mine life.

With a base case copper price of $4.25/lb, the Santa Cruz Copper Project has an after-tax Net Present Value of $1.4 billion at an 8% discount rate and an Internal Rate of Return (IRR) of 20%.

The initial project capital is estimated at $1.24 billion.

The PFS, prepared in accordance with United States securities laws, provides key engineering analyses to support long-term project financing.

Efforts to secure financing are already underway, and we are exploring multiple funding avenues, including support from United States government agencies, commercial lending institutions, and potential strategic partners at the asset level.

Cordoba Minerals Corp.

On May 8, 2025, our subsidiary, Cordoba entered into an agreement with JCHX Mining Management Co., Ltd.

("JCHX") to sell Cordoba's remaining 50% interest in the Alacrán Copper Project, related exploration properties, and certain intercompany receivables, for consideration of up to $128 million, consisting of:

• $88 million in cash on closing;

• $12 million in a deferred payment, to be paid within fifteen business days after the earlier of the commencement of commercial production as defined in the Agreement, or the third anniversary of the closing date;

• a contingent payment if the average daily London Metal Exchange spot copper price during the first twelve months of commercial production is greater than $12,000 per tonne, consisting of $8 million if the price is between $12,000 and $13,000 per tonne, and $28 million if the price is over $13,000 per tonne.

JCHX acquired its first 50% of the Alacrán Copper Project in May 2023.

The closing of the sale is subject to the Environmental Impact Assessment for the Alacrán Copper Project being approved by the Autoridad Nacional de Licencias Ambientales (the environmental regulator in Colombia), as well as customary conditions, including, without limitation, the entering into of certain ancillary agreements, conditional approval of the TSX Venture Exchange (“TSXV”), which has been received, and Cordoba shareholder approval by 2/3rds of those shareholders that vote at a special meeting of shareholders.

We account for our business in four business segments – (i) Santa Cruz Copper Project (ii) critical metals, (iii) data processing services and (iv) energy storage.

Significant Components of Results of Operations

Revenue, Cost of Sales and Gross Profit

We have not generated any revenue from our mining projects because they are in the exploration stage.

We do not expect to generate any revenue from our mining projects for the foreseeable future.

We generate some revenue from our technology businesses CGI and VRB, which are included in the data processing and energy storage systems business segments, respectively.

We have not generated any revenue from our mineral projects because they are in the exploration stage.

We generate some revenue from our technology business, CGI, which is included in the data processing business segment.

CGI generates revenue from the sale of data processing services to the mining and oil and gas industries.

In prior years, CGI has also generated revenue from software licensing.

VRB generates revenue from developing, manufacturing and selling vanadium redox flow energy storage systems.

Exploration Expenses

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Through our earn-in and option agreements, we have the right (and in some cases, the obligation) to fund and conduct exploration on the underlying mineral project prior to determining whether to acquire a minority or majority ownership interest through further funding the costs of such exploration and, in some cases, through direct payments to the owners of the project.

In the event we cease making expenditures on an exploration mineral project or fail to incur the agreed level of exploration expenditures, we will not obtain an ownership right beyond any which may have been acquired as of the date of termination.

Included in exploration expenses are exploration costs that we incur in relation to generating new projects.

These activities may or may not proceed to earn-in agreements depending on our evaluation.

In the event we cease making expenditures on an exploration mineral project or fail to incur the agreed level of exploration expenditures, we will not obtain an ownership right beyond any that may have been acquired as of the date of termination.

Included in exploration expenses are early stage projects and exploration costs that we incur in relation to generating new projects that may or may not proceed to earn-in agreements depending on our evaluation.

These are categorized as “Project generation and other”.

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Our general and administrative expenses consist of salaries and benefits, stock-based compensation, professional and consultant fees, insurance and other general administration costs.

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

For the three months ended March 31, 2025 we recorded a net loss attributable to common stockholders of $30.5 million ($0.24 per share), compared to $55.5 million ($0.46 per share) for the three months ended March 31, 2024, which was a decrease of $25.0 million.

Significant contributors to this decrease for the three months ended March 31, 2025 included a decrease of $27.9 million in exploration expenditures, a decrease of $1.0 million in general and administrative expenses offset by an increase of $2.0 million in the share of loss of equity method investees and an increase of $0.4 million in revenue compared to the three months ended March 31, 2024.

Exploration expenses were $15.8 million for the three months ended March 31, 2025, a decrease of $27.9 million from $43.6 million for the three months ended March 31, 2024.

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

For the three months ended June 30, 2025 we recorded a net loss attributable to common stockholders of $23.9 million ($0.18 per share), compared to $46.8 million ($0.39 per share) for the three months ended June 30, 2024, which was a decrease of $22.9 million.

Significant contributors to this decrease for the three months ended June 30, 2025 included a decrease of $23.2 million in exploration expenditures, a decrease of $1.0 million in general and administrative expenses offset by an increase of $0.8 million in interest expense and an increase in impairment expense of a non-core exploration property of $2.6 million compared to the three months ended June 30, 2024.

Exploration expenses were $14.1 million for the three months ended June 30, 2025, a decrease of $23.2 million from $37.3 million for the three months ended June 30, 2024.

Exploration expenses consisted of the following:

Three months ended

Three months ended June 30,

(In thousands) 2025 2024

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Santa Cruz, USA $ 5,425 $ 20,478

San Matias, Colombia (Cordoba) 3,336 3,518

Alacrán Project (Cordoba)

Hog Heaven, USA 394 2,530

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Total $ 14,078 $ 37,254

During the three months ended March 31, 2025, exploration expenditures largely focused on activities at:

• the Santa Cruz Project where $6.5 million of expenditure was incurred in the three months ended March 31, 2025 compared to $27.8 million incurred in the three months ended March 31, 2024.

Activities during the three months ended March 31, 2025 at Santa Cruz were focused on the technical engineering studies required to support the preliminary feasibility study which is expected to be completed in June 2025.

The exploration expenditures incurred in the three months ended March 31, 2024 were significantly higher due to the activities being focused on infill resource drilling, geotechnical, hydrological, and metallurgical drilling to obtain data for the technical studies;

• the San Matias Project where $3.3 million of expenditure was incurred by Cordoba Minerals for the three months ended March 31, 2025 focused on detailed engineering design of the Alacran mine and consultation associated with the Environmental Impact Assessment process.

General and administrative expenses were $11.6 million for the three months ended March 31, 2025, a decrease of $1.0 million from $12.6 million for the three months ended March 31, 2024.

Contributing to the decrease was a $0.6 million decrease in administration expenditures at Cordoba Minerals for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 as a result of 2024 including higher consulting fees related to the strategic arrangement with JCHX.

Also contributing to this decrease was that the three months ended March 31, 2024 included $0.3 million related to corporate administration costs for Kaizen Discovery which was acquired by us in 2024 and there were no similar expenditures in 2025.

Share of loss of equity method investees was $5.0 million for the three months ended March 31, 2025, an increase of $2.0 million from $3.0 million for the three months ended March 31, 2024.

The increase in loss was largely due to a $1.6 million increase in our share of the loss from the Ma'aden joint venture which was $3.7 million for the three months ended March 31, 2025 compared to our $2.1 million for the three months ended March 31, 2024 In addition, for the three months ended March 31, 2025 we incurred a $1.3 million share of loss from the VRB China joint venture which was formed in October 2024.

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100% of our revenue for the three months ended March 31, 2025 ($0.7 million) and 100% for the three months ended March 31, 2024 ($0.4 million).

VRB generated no revenue during these periods.

Three Months Ended

March 31, 2025 Three Months Ended

March 31, 2024 Percentage Change

During the three months ended June 30, 2025, exploration expenditures largely focused on activities at:

• the Santa Cruz Copper Project where $5.4 million of expenditure was incurred in the three months ended June 30, 2025 compared to $20.5 million incurred in the three months ended June 30, 2024.

Activities during the three months ended June 30, 2025 at the Santa Cruz Copper Project were focused on the technical engineering studies required to support the PFS that was released on June 23, 2025.

The exploration expenditures incurred in the three months ended June 30, 2024 were significantly higher due to the activities being focused on infill resource drilling, geotechnical, hydrological, and metallurgical drilling to obtain data for the technical studies;

• the Alacrán Project where $4.4 million of expenditure was incurred by Cordoba for the three months ended June 30, 2025 focused on consultation associated with the Environmental Impact Assessment process.

General and administrative expenses were $9.7 million for the three months ended June 30, 2025, a decrease of $1.0 million from $10.7 million for the three months ended June 30, 2024.

Contributing to the decrease was a $0.6 million decrease in administration expenditures at VRB for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 as a result of 2024 including general and administration costs related to VRB China which was deconsolidated in October 2024 and therefore there is no similar amount for three months ended June 30, 2025.

We also had a $0.2 million decrease in directors and officers insurance expenses from $1.0 million for the three months ended June 30, 2024 compared to $0.8 million for three months ended June 30, 2025 due to a decrease in premiums.

Also contributing

to this decrease was that the three months ended June 30, 2024 included $0.2 million related to corporate administration costs for Kaizen Discovery that was acquired by us in 2024 and there were no similar expenditures in 2025.

Net interest expense was $1.2 million for the three months ended June 30, 2025, an increase of $0.8 million from $0.4 million for the three months ended June 30, 2024.

The increase in net interest expense was largely due to $0.8 million less interest income received as the average cash balances in the three months ended June 30, 2025 were lower than the same period in 2024.

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100% of our revenue for the three months ended June 30, 2025 ($1.1 million) and 100% for the three months ended June 30, 2024 ($0.5 million).

VRB did not generate revenue during these periods.

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024 Percentage Change

(In thousands)

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Gross profit $ 774 $ 346 123 %

CGI’s revenue for the three months ended March 31, 2025 was $0.7 million, an increase of $0.3 million from $0.4 million for the three months ended March 31, 2024.

CGI’s revenue for the three months ended June 30, 2025 was $1.1 million, an increase of $0.5 million from $0.5 million for the three months ended June 30, 2024.

The increase in CGI’s revenue was a result of more data processing services being performed.

CGI’s gross profit for the three months ended March 31, 2025 was $0.4 million, an increase of $0.2 million from $0.3 million for the three months ended March 31, 2024.

CGI’s gross profit for the three months ended June 30, 2025 was $0.8 million, an increase of $0.4 million from $0.3 million for the three months ended June 30, 2024.

The percentage increase in CGI's gross profit was consistent with the increase in revenue.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

For the six months ended June 30, 2025 we recorded a net loss attributable to common stockholders of $54.4 million ($0.42 per share), compared to $102.3 million ($0.85 per share) for the six months ended June 30, 2024, which was a decrease of $47.9 million.

Significant contributors to this decrease for the six months ended June 30, 2025 included a decrease of $51.0 million in exploration expenditures, a decrease of $2.0 million in general and administrative expenses offset by an increase of $2.8 million in the share of loss of equity method investees, an increase of $2.4 million in interest expense and increase in impairment expense of a non-core exploration property of $2.6 million compared to the six months ended June 30, 2024.

Exploration expenses were $29.9 million for the six months ended June 30, 2025, a decrease of $51.0 million from $80.9 million for the six months ended June 30, 2024.

Exploration expenses consisted of the following:

Six months ended June 30,

(In thousands) 2025 2024

Exploration Expenses:

Santa Cruz, USA $ 11,929 $ 48,315

Alacrán Project (Cordoba)

Hog Heaven, USA 1,267 5,837

Tintic, USA 1,185 7,201

Project generation and other 7,791 12,790

Total $ 29,863 $ 80,897

During the six months ended June 30, 2025, exploration expenditures largely focused on activities at:

• the Santa Cruz Copper Project where $11.9 million of expenditure was incurred in the six months ended June 30, 2025 compared to $48.3 million incurred in the six months ended June 30, 2024.

Activities during the six months ended June 30, 2025 at the Santa Cruz Copper Project were focused on the technical engineering studies required to support the PFS that was released on June 23, 2025.

The exploration expenditures incurred in the six months

ended June 30, 2024 were significantly higher due to the activities being focused on infill resource drilling, geotechnical, hydrological, and metallurgical drilling to obtain data for the technical studies;

• the Alacrán Project where $7.7 million of expenditure was incurred by Cordoba for the six months ended June 30, 2025 focused on consultation associated with the Environmental Impact Assessment process.

General and administrative expenses were $21.3 million for the six months ended June 30, 2025, a decrease of $2.0 million from $23.3 million for the six months ended June 30, 2024.

Contributing to the decrease was a $1.0 million decrease in administration expenditures at VRB for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 as a result of 2024 including general and administration costs related to VRB China which was deconsolidated in October 2024 and therefore there is no similar amount for six months ended June 30, 2025.

We also had a $0.4 million decrease in directors and officers' insurance expenses from $2.1 million for the six months ended June 30, 2024 compared to $1.6 million for six months ended June 30, 2025 due to a decrease in premiums.

Also contributing to this decrease was that the six months ended June 30, 2024 included $0.5 million related to corporate administration costs for Kaizen Discovery that was acquired by us in 2024 and there were no similar expenditures in 2025.

Share of loss of equity method investees was $7.2 million for the six months ended June 30, 2025, an increase of $2.8 million from $4.5 million for the six months ended June 30, 2024.

The increase in loss was largely due to a $3.4 million increase in our share of the loss from the Maaden Joint Venture which was $6.6 million for the six months ended June 30, 2025 compared to our $3.2 million for the six months ended June 30, 2024.

In addition, for the six months ended June 30, 2025 we incurred a $0.7 million share of loss from the VRB China Joint Venture which was formed in October 2024.

Net interest expense was $2.7 million for the six months ended June 30, 2025, an increase of $2.4 million from $0.4 million for the six months ended June 30, 2024.

The increase in net interest expense was largely due to $2.4 million less interest income received as the average cash balances in the six months ended June 30, 2025 were lower than the same period in 2024.

CGI’s software licensing and data processing services to the mining and oil and gas industries represented 100% of our revenue for the six months ended June 30, 2025 ($1.8 million) and 100% for the six months ended June 30, 2024 ($0.9 million).

VRB did not generate revenue during these periods.

Six Months Ended

June 30, 2025 Six Months Ended

June 30, 2024 Percentage Change

(In thousands)

Software licensing and data processing services:

Revenue $ 1,803 $ 898 101 %

Cost of sales (587) (292) 101 %

Gross profit $ 1,216 $ 606 101 %

CGI’s revenue for the six months ended June 30, 2025 was $1.8 million, an increase of $0.9 million from $0.9 million for the six months ended June 30, 2024.

The increase in CGI’s revenue was a result of more data processing services being performed.

CGI’s gross profit for the six months ended June 30, 2025 was $1.2 million, an increase of $0.6 million from $0.6 million for the six months ended June 30, 2024.

The percentage increase in CGI's gross profit was consistent with the increase in revenue.

Stock-Based Compensation

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We have funded our operations primarily through the sale of our equity securities.

At March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $98.2 million and $41.0 million, respectively, and a working capital of $77.1 million and $35.9 million, respectively.

Of the total cash and cash equivalents at March 31, 2025 and December 31, 2024, $19.3 million and $11.2 million, respectively, was not available for the general corporate purposes of the Company as these amounts were held by non-wholly-owned subsidiaries.

As at May 6, 2025, we believe that we have sufficient cash resources to carry out our business plans for at least the next 12 months, after which we expect to need additional financing to further advance our projects and conduct our business;

provided, however, that if we make a development decision at the Santa Cruz Project within the next 12 months, our need for additional financing will be accelerated.

At June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $88.0 million and $41.0 million, respectively, and a working capital of $77.1 million and $35.9 million, respectively.

Of the total cash and cash equivalents at June 30, 2025 and December 31, 2024, $22.7 million and $11.2 million, respectively, was not available for the general corporate purposes of the Company as these amounts were held by non-wholly-owned subsidiaries.

As at August 5, 2025, we believe that we have sufficient cash resources to carry out our business plans for at least the next 12 months, after which we expect to need additional financing to further advance our projects and conduct our business;

provided, however, that if we make a development decision at the Santa Cruz Copper Project within the next 12 months, our need for additional financing will be accelerated.

We have based these estimates on our current assumptions, which may require future adjustments based on our ongoing business and development decisions.

Accordingly, we may require additional cash resources earlier than we currently expect or we may need to curtail currently planned activities.

At June 30, 2025, we had outstanding 11,769,872 Warrants that were issued in our February 2025 public offering, each exercisable until February 17, 2026 to purchase one share of our common stock at a price of $7.00 per share.

Our cash resources may be improved, and our need for additional financing may be delayed or reduced, if Warrants are exercised.

Our significant operational expenses include the payments that we anticipate making under the various earn-in and option agreements to which we are a party.

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However, there can be no assurance that we will be successful in our efforts to raise additional capital on terms favorable to us, or at all.

Consolidated Cash Balances as of March 31, 2025

The table below discloses the amounts of cash disaggregated by currency denomination as of March 31, 2025 in each jurisdiction that our affiliated entities are domiciled.

Consolidated Cash Balances as of June 30, 2025

The table below discloses the amounts of cash disaggregated by currency denomination as of June 30, 2025 in each jurisdiction that our affiliated entities are domiciled.

Currency by Denomination (in USD Equivalents)

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Refer to Note 19 of our consolidated financial statements in our 2024 Form 10-K which outlines other restrictions on transfers of net assets from our consolidated subsidiaries to the Company.

In May 2023, as part of the consideration for the acquisition of 5,975 acres of surface title and associated water rights at the Santa Cruz Project we issued to the vendor a secured promissory note in the principal amount of $82.6 million.

In May 2023, as part of the consideration for the acquisition of 5,975 acres of surface title and associated water rights at the Santa Cruz Copper Project we issued to the vendor a secured promissory note in the principal amount of $82.6 million.

The promissory note included an annual interest rate of prime plus 1% and is to be paid in installments.

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Prior to the maturity date, the convertible bond will be automatically converted into equity of VRB upon an equity financing or sale event, at a price per share equal to the lower of (A) the transaction price of the equity financing or sale event, and (B) the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event.

If no equity financing or sale event occurs, VRB must repay the outstanding principal and interest on maturity.

If no equity financing or sale event occurs, VRB must repay the outstanding principal and interest on maturity in July 2026.

At June 30, 2025, the balance of principal and interest on the bond was $32.3 million.

Bridge Loan — Cordoba.

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The loan bears simple interest at 10% per annum for the first six months of the agreement, and 12% per annum thereafter.

The loan is payable on the maturity date, which is the earlier of 36 months after the date of the loan agreements or the date the third installment of $20.0 million becomes payable by JCHX under the strategic arrangement with Cordoba.

The loan was repaid in June 2025.

The following table presents our sources and uses of cash for the periods indicated:

Three Months Ended

Six Months Ended June 30, 2025

Net cash (used in) provided by:

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We do not generate adequate cash from operations to cover our operating expenses and therefore rely on our financing activities to provide the cash resources to fund our operating and investing activities.

The net cash used in operating activities during the three months ended March 31, 2025 of $15.8 million primarily was the result of $15.4 million of cash exploration expenditures and $9.0 million of cash general and administrative costs offset by a $7.5 million change in operating assets and liabilities.

The $7.5 million change in operating assets and liabilities was mainly a result of VRB receiving, in February 2025, the first $10 million tranche of the $20.0 million receivable that it recorded in relation to its October 2024 sale of 51% of the shares in VRB China.

The net cash used in operating activities during the six months ended June 30, 2025 of $35.8 million primarily was the result of $28.7 million of cash exploration expenditures and $16.1 million of cash general and administrative costs offset by a $6.2 million change in operating assets and liabilities.

The $6.2 million change in operating assets and liabilities was mainly a result of VRB receiving in February 2025 the first $10.0 million tranche of the $20.0 million receivable that it recorded upon selling 51% of VRB China in October 2024.

Investing activities.

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To date, due to our mining projects being in the exploration stage we have not incurred material capital expenditures.

There were no significant investing activities during the three months ended March 31, 2025.

There were no significant investing activities during the six months ended June 30, 2025.

Financing activities.

During the three months ended March 31, 2025, we completed a public offering where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for net proceeds of approximately $65.6 million, after giving effect to the underwriter’s exercise in full of its option to purchase additional Units.

The net cash used in financing activities during the six months ended June 30, 2025 of $80.9 million was primarily a result of the public offering we completed in February 2025 where we issued 11,794,872 units (the “Units”) at a price of $5.85 per Unit for net proceeds of approximately $65.8 million.

Each Unit consists of (i) one share of our common stock and (ii) one accompanying warrant.

Also during the three months ended March 31, 2025, our subsidiary, Cordoba received a $5.0 million bridge loan from JCHX.

Also during the six months ended June 30, 2025, our subsidiary, Cordoba received a $5.0 million bridge loan from JCHX which was in addition to $5.0 million which was previously received in December 2024.

On June 25, 2025, JCHX paid Cordoba $20.0 million which was the third installment under the strategic arrangement signed in 2023 whereby JCHX acquired its 50% ownership of the Alacrán Project.

On June 26, 2025, Cordoba repaid the $10.0 million bridge loan using the proceeds from the third installment.

Contractual Obligations

As of March 31, 2025, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2024.

As of June 30, 2025, there have been no material changes, outside the ordinary course of business, in our contractual obligations since December 31, 2024.

Refer to Part II, Item 7.

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Off Balance Sheet Arrangements

As of March 31, 2025, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity.

As of June 30, 2025, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity.

Related Party Transactions

See Note 13 of our consolidated financial statements for the three months ended March 31, 2025.

See Note 13 of our consolidated financial statements for the three and six months ended June 30, 2025.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with U.S.

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements that have been prepared in accordance with U.S.

The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities as of the date of our financial statements.

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The amount that is ultimately incurred for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized.

We had no uncertain tax positions as of March 31, 2025.

We had no uncertain tax positions as of June 30, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis