What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-05 · 129 added, 103 removed, 206 unchanged (53% of the section changed)

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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:

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

we will require substantial additional capital in the future;

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

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;

other than at the Santa Cruz Copper Project and at the Alacrán Copper Project, we have no mineral reserves, and only have mineral resources that may never be upgraded to a higher category of resource or to a mineral reserve;

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

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our mineral resource and reserve calculations and economic projections relating to our properties are only estimates;

actual capital costs, operating costs, production and economic returns at any future mine may differ significantly from those we have anticipated or projected;

actual capital costs, operating costs, production and economic returns at any future mine may differ significantly from those we have anticipated;

the title to some of the mineral properties may be uncertain or defective;

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we have claims and legal proceedings against one of our subsidiaries;

our business is subject to significant risk and hazards associated with future mining operations;

we may fail to identify attractive acquisition candidates or joint ventures with strategic partners or be unable to successfully integrate acquired mineral properties;

we may fail to successfully manage joint ventures and are reliant on our joint venture partners to comply with their obligations;

our business is subject to significant risk and hazards associated with exploration activities, mine development, construction and future mining operations;

we may fail to identify attractive acquisition candidates or joint ventures with strategic partners or be unable to successfully integrate acquired mineral properties or successfully manage joint ventures;

our success is dependent in part on our joint venture partners and their compliance with our agreements with them;

our business is extensively regulated by the United States and foreign governments as well as local governments;

we may be adversely affected by tariff and trade actions;

VRB may not receive the anticipated payments from Red Sun in connection with the VRB China transaction in full or in a timely manner;

our subsidiary Cordoba’s sale of its interest in the Alacrán Copper Project may not be completed;

we may not be able to successfully establish a United States vanadium redox battery business because of permitting, financial or operational matters which would adversely affect our vanadium redox battery business;

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;

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.

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

our current and future exploration and mining activities may be adversely affected by increased and excessive heating owing to climate change, including increased risk and occurrence of forest fire which may adversely affect the timing and scope of our exploration operations;

and our current and future operations may be adversely impacted by public health emergencies, pandemics, epidemics or similar events.

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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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.

Through the advancement of our portfolio of critical metals exploration and development 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.

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

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.

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

We also hold a portfolio of exploration projects in the western United States, including projects in Arizona, Nevada, New Mexico and Montana.

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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.

delivery to U.S.

Following completion of the PFS, we are conducting optimization studies and detailed engineering as we work towards the beginning of initial construction activities in the first quarter of 2026.

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

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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.

On May 8, 2025, our subsidiary, Cordoba entered into an agreement to sell Cordoba's remaining 50% interest in the Alacrán Copper Project to a consortium of investors including JCHX Mining Management Co., Ltd.

("JCHX") a 19.2% shareholder of Cordoba, for $88 million in cash on closing, $12 million in a deferred payment, and up to $28 million in a contingent payment.

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.

On September 15, 2025, the Cordoba shareholders, at a special meeting, approved the proposed sale of the Cordoba's remaining 50% interest in the Alacrán Copper Project.

After retaining a $5 million working capital reserve, the payment of taxes, fees, and other costs associated with negotiating and closing the transaction, and after settling all outstanding liabilities and obligations, it is estimated that approximately $65 million to $70 million in cash will be available for distribution to Cordoba shareholders, of which our share would be at least $40 million.

The transaction must be completed by December 31, 2025.

Remaining conditions for closing include the approval of the Environmental Impact Assessment for the Alacrán Copper Project by the environmental regulator in Colombia (the “EIA Approval”).

Following the closing of the transaction, Cordoba will continue to be a publicly listed company on the TSX Venture Exchange and will undertake a search for new business development opportunities.

Saudi Arabia Exploration Activities

On September 2, 2025, we announced that Maaden had made available an additional 1,345 square kilometers of exploration licenses to the Maaden Ivanhoe Electric Exploration and Development Limited Company ("Maaden Joint Venture") that we established with them in 2023.

To October 20, 2025, the Maaden Joint Venture has completed approximately 732 square kilometers of geophysical surveys using our advanced Typhoon™ system and drilled 16 holes totaling approximately 10,461 meters across the Al Amar Belt.

Drilling at Al Amar hit narrow intervals of low- to high-grade base and precious metals mineralization associated with Typhoon™-identified anomalies at depths of up to one kilometer.

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.

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Revenue, Cost of Sales and Gross Profit

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

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

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

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Exploration Expenses

Direct costs for the acquisition of mineral exploration rights, including option payments, are capitalized and recorded initially at cost as exploration properties.

Exploration and evaluation costs are expensed in the period incurred until such time as it has been determined that a mineral property is commercially feasible, in which case subsequent exploration and evaluation costs incurred to develop a mineral property are capitalized.

Commercial feasibility is generally established when a mineral property has proven and probable reserves, permits or rights to extract the resources and reserves have been obtained and financing to develop the property has been approved.

Exploration expenses include topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities in relation to identifying a Mineral Resource and then evaluating the technical feasibility and commercial viability of extracting the Mineral Resource, as well as value-added taxes in relation to these direct exploration and evaluation costs incurred in foreign jurisdictions where recoverability of those taxes is uncertain.

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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 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.

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

For the three months ended September 30, 2025 we recorded a net loss attributable to common stockholders of $17.5 million ($0.13 per share), compared to $43.2 million ($0.36 per share) for the three months ended September 30, 2024, which was a decrease of $25.7 million.

Significant contributors to this decrease for the three months ended September 30, 2025 included a decrease of $15.8 million in exploration expenditures, a decrease of $1.7 million in general and administrative expenses and a decrease of $8.6 million in share of loss of equity accounted investees compared to the three months ended September 30, 2024.

Exploration expenses were $14.7 million for the three months ended September 30, 2025, a decrease of $15.8 million from $30.5 million for the three months ended September 30, 2024.

Exploration expenses consisted of the following:

Three months ended June 30,

Three months ended September 30,

(In thousands) 2025 2024

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Total $ 14,688 $ 30,459

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).

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

• the Santa Cruz Copper Project where $4.4 million of expenditure was incurred in the three months ended September 30, 2025 compared to $15.1 million incurred in the three months ended September 30, 2024.

during the three months ended September 30, 2025 at the Santa Cruz Copper Project were focused on conducting optimization studies and detailed engineering.

The exploration expenditures incurred in the three months ended September 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 Copper Project where $5.6 million of expenditure was incurred by Cordoba for the three months ended September 30, 2025 focused on consultation associated with the EIA Approval process.

General and administrative expenses were $9.1 million for the three months ended September 30, 2025, a decrease of $1.7 million from $10.9 million for the three months ended September 30, 2024.

Contributing to the decrease was a $0.9 million decrease in administration expenditures at VRB for the three months ended September 30, 2025 compared to the three months ended September 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 September 30, 2025.

We also had a $0.8 million decrease in non-cash stock based compensation expenses from $3.3 million for the three months ended September 30, 2024 compared to $2.5 million for the three months ended September 30, 2025 due to $0.4 million in forfeitures being recorded as result of an executive resigning in the third quarter of 2025 and a change in the mix of long-term incentive compensation issued for our 2025 annual grants.

Also contributing to this decrease was that a $0.5 million decrease at Cordoba for salaries and travel expense for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to less corporate activity while Cordoba waits for EIA Approval.

Share of income of equity method investees was $4.4 million for the three months ended September 30, 2025, a change of $8.6 million from the share of loss of equity method investees of $4.3 million for the three months ended September 30, 2024.

The change was largely due to our $7.3 million share of the income from VRB China for the three months ended September 30, 2025.

There was no comparative amount for the three months ended September 30, 2024 due to joint venture being 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 month periods ended September 30, 2025 and 2024.

VRB did not generate revenue during these periods.

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

Three months ended September 30, Percentage Change

(In thousands)

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Gross profit $ 279 $ 415 (33) %

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 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.

CGI’s revenue for the three months ended September 30, 2025 was $0.5 million, a decrease of $0.1 million from $0.7 million for the three months ended September 30, 2024.

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

CGI’s gross profit for the three months ended September 30, 2025 was $0.3 million, a decrease of $0.1 million from $0.4 million for the three months ended September 30, 2024.

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

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

For the nine months ended September 30, 2025 we recorded a net loss attributable to common stockholders of $71.9 million ($0.55 per share), compared to $145.5 million ($1.21 per share) for the nine months ended September 30, 2024, which was a decrease of $73.6 million.

Significant contributors to this decrease for the nine months ended September 30, 2025 included a decrease of $66.8 million in exploration expenditures, a decrease of $3.7 million in general and administrative expenses, and a decrease of $5.9 million in share of loss of equity accounted investees, offset by an increase of $2.4 million in interest expense and increase in impairment expense of a non-core exploration property of $2.5 million compared to the nine months ended September 30, 2024.

Exploration expenses were $44.6 million for the nine months ended September 30, 2025, a decrease of $66.8 million from $111.4 million for the nine months ended September 30, 2024.

Exploration expenses consisted of the following:

Six months ended June 30,

Nine months ended September 30,

(In thousands) 2025 2024

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Alacrán Project (Cordoba)

13,255 10,817

Hog Heaven, USA 1,709 8,482

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Total $ 44,551 $ 111,356

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).

During the nine months ended September 30, 2025, exploration expenditures largely focused on activities at:

• the Santa Cruz Copper Project where $16.4 million of expenditure was incurred in the nine months ended September 30, 2025 compared to $63.5 million incurred in the nine months ended September 30, 2024.

Activities during the nine months ended September 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 and conducting optimization studies and detailed engineering.

The exploration expenditures incurred in the nine months ended September 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 Copper Project where $13.3 million of expenditure was incurred by Cordoba for the nine months ended September 30, 2025 focused on detailed engineering design of the Alacran mine and consultation associated with the EIA Approval process.

General and administrative expenses were $30.4 million for the nine months ended September 30, 2025, a decrease of $3.7 million from $34.2 million for the nine months ended September 30, 2024.

Contributing to the decrease was a $1.8 million decrease in administration expenditures at VRB for the nine months ended September 30, 2025 compared to the nine months ended September 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 nine months ended September 30, 2025.

We also had a $1.3 million decrease in non-cash stock based compensation expenses in 2025 due to a change in the mix of long-term incentive compensation issued for our 2025 annual grants.

Also contributing to this decrease was a $0.4 million decrease at Cordoba for salaries and travel expense for nine months ended September 30, 2025 compared to nine months ended September 30, 2024 due to less corporate activity while Cordoba waits for EIA Approval.

Also contributing to this decrease was that the nine months ended September 30, 2024 included $0.6 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 $2.9 million for the nine months ended September 30, 2025, a decrease of $5.9 million from the share of loss of equity method investees of $8.7 million for the nine months ended September 30, 2024.

The change was largely due to our $6.6 million share of the income from VRB China which was formed in October 2024.

There was no comparative amount for nine months ended September 30, 2024.

Net interest expense was $3.8 million for the nine months ended September 30, 2025, an increase of $2.4 million from $1.3 million for the nine months ended September 30, 2024.

The increase in net interest expense was largely due to $2.9 million less interest income received as the average cash balances in the nine months ended September 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 nine month periods ended September 30, 2025 and 2024.

VRB did not generate revenue during these periods.

Six Months Ended

June 30, 2025 Six Months Ended

June 30, 2024 Percentage Change

Nine months ended September 30, Percentage Change

(In thousands)

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Gross profit $ 1,495 $ 1,021 46 %

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.

CGI’s revenue for the nine months ended September 30, 2025 was $2.3 million, an increase of $0.8 million from $1.6 million for the nine months ended September 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.

CGI’s gross profit for the nine months ended September 30, 2025 was $1.5 million, an increase of $0.5 million from $1.0 million for the nine months ended September 30, 2024.

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

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Cash Resources

We have recurring net losses and negative operating cash flows and we expect that we will continue to operate at a loss for the foreseeable future.

We generate revenue from our technology businesses.

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

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

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;

We have recurring net losses and negative operating cash flows and we expect that we will continue to operate at a loss until we are able to generate revenue from our mining projects and such revenue exceeds our expenses.

We cannot assure you that any of our mining projects will advance to commercial production or be profitable once in commercial production.

To date, we have funded our operations primarily through the sale of our equity securities.

At September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $69.5 million and $41.0 million, respectively, and a working capital of $25.7 million and $35.9 million, respectively.

Of the total cash and cash equivalents at September 30, 2025 and December 31, 2024, $16.5 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.

At September 30, 2025, we had outstanding 11,644,872 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.

In October 2025, we completed a public offering where we issued 11,500,000 shares of our common stock at $15.00 per share for gross proceeds of approximately $172.5 million, after giving effect to the underwriter’s exercise in full of its option to purchase additional shares of common stock.

We intend to use the net proceeds from this offering to complete the remaining payments owed from the purchase of land at our Santa Cruz Copper Project in Arizona, to fund early development activities at the Santa Cruz Copper Project, to fund exploration activities at our current projects and joint ventures, and for other working capital and general corporate purposes.

As at November 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.

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.

These agreements are structured to provide us with flexibility whereby our ability to continue to explore on a mineral project is contingent on funding agreed specified levels over specified time intervals.

On April 15, 2025, we received a Letter of Interest from the Export-Import Bank of the United States (“EXIM Bank”) outlining the potential to provide up to $825 million in debt financing with a 15-year repayment tenor for the development of the Santa Cruz Copper Project in Arizona through EXIM Bank’s Make More in America initiative.

EXIM Bank is the official export credit agency of the United States.

It is a government agency that offers financial support to companies through means such as direct loans and loan guarantees, working capital guarantees, and export credit insurance.

EXIM Bank’s Make More in America initiative and its China and Transformational Exports Program are designed to boost the United States’ competitiveness, strengthen supply chains, and reduce strategic vulnerabilities.

Following the receipt of the Letter of Interest from EXIM Bank, we are currently advancing through the formal application process.

EXIM Bank will need to conduct all requisite due diligence necessary to determine if a final lending commitment would be made.

Any final lending commitment will be dependent on meeting EXIM Bank’s underwriting criteria, authorization process, and finalization and satisfaction of terms and conditions.

All final lending commitments must be in compliance with EXIM Bank policies as well as program, legal and eligibility requirements.

We are assessing EXIM Bank’s interest together with other financing alternatives available to it for the development of the Santa Cruz Copper Project.

The construction of the Santa Cruz Copper Project following a development decision will require additional capital beyond the amount that EXIM Bank may make available.

We may seek additional financing at any time through debt, equity, project specific debt, and/or other means, including asset sales.

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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 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.

Consolidated Cash Balances as of September 30, 2025

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

Currency by Denomination (in USD Equivalents)

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Colombia 8,126 — 409 — 8,535

Singapore 6,253 — — — 6,253

Canada 1,524 909 — — 2,433

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The bond has a five-year term and interest accrues at a rate of 8% per annum.

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.

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 in July 2026.

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

At September 30, 2025, the balance of principal and interest on the bond was $33.0 million and it is classified as a current liability on the balance sheet.

Bridge Loan — Cordoba.

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

Six Months Ended June 30, 2025

Nine months ended September 30,

Net cash (used in) provided by:

Operating activities 1

$ (63,497) $ (131,391)

Investing activities 1

7,799 (12,775)

Financing activities 83,041 27,209

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Total change in cash $ 28,147 $ (117,972)

During the period, management identified an immaterial reclassification to the Condensed Interim Consolidated Statements of Cash Flows for the three-month and six-month periods ended March 31, 2025 and June 30, 2025.

The misclassification related to proceeds of $9.7 million received from the disposal of a subsidiary which were incorrectly classified as a cash receipt from operating activities in those periods.

The cash receipt has been appropriately reflected as an investing activity in the Condensed Interim Consolidated Statement of Cash Flows for the nine months ended September 30, 2025.

See Note 1 of the Condensed Interim Consolidated Financial Statements for more details.

Operating activities.

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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 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.

The net cash used in operating activities during the nine months ended September 30, 2025 of $63.5 million primarily was the result of $43.2 million of cash exploration expenditures and $22.7 million of cash general and administrative costs offset by a $2.1 million change in operating assets and liabilities.

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 six months ended June 30, 2025.

Net cash received from investing activities for the nine months ended September 30, 2025 of $7.8 million was mainly attributable to $9.7 million of proceeds received from the sale of a subsidiary, which is a result of VRB receiving in February 2025 the first tranche of the $20.0 million receivable that it recorded upon selling 51% of VRB China in October 2024.

This receipt was offset by $1.2 million related to the purchases of property, plant and equipment and $0.7 million of payments for mineral interests.

Financing activities.

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 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.

The net cash provided by financing activities during the nine months ended September 30, 2025 of $83.0 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 consisted of (i) one share of our common stock and (ii) one accompanying warrant.

Also during the nine months ended September 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 Copper Project.

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

We also received $2.2 million from the exercise of stock options and warrants during the nine months ended September 30, 2025.

Contractual Obligations

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.

As of September 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 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.

As of September 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 and six months ended June 30, 2025.

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

Critical Accounting Estimates

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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 June 30, 2025.

We had no uncertain tax positions as of September 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