What changed in this filing

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Item 1A. Risk Factors

2026-02-23 compared with 2025-02-27 · 101 added, 88 removed, 605 unchanged (24% of the section changed)

13 unchanged sentences

Our exploration programs and activities may therefore not result in the discovery, development or production of a commercially viable Ore Body or mine.

Currently, the San Matias Project is our only project with mineral reserves.

Currently, the Santa Cruz Copper Project and the Alacrán Project are our only projects with mineral reserves.

As previously disclosed, the amended Cordoba agreement sets the outside date for the close on the sale of Cordoba’s remaining 50% of the Alacrán Project to March 10, 2026.

Even if mineralization is discovered, that mineralization may not be economic to mine.

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We have no history of mineral production and may never engage in mineral production.

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.

Many 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.

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.

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We may never develop and produce minerals from a commercially viable Ore Body or mine.

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We have a history of negative operating cash flows and net losses and we may never achieve or sustain profitability.

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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.

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.

The Mineral Resource and Mineral Reserve calculations for our projects are only estimates and may not reflect the amount of minerals that may ultimately be extracted from those projects.

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.

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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

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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.

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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.

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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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.

At Hog Heaven, the project is subject to an option to earn-in agreement with Brixton metals, and certain parcels on the project have surface and mineral rights under lease from other private parties.

At Gleeson, we have four leases with option to purchase, and at the Globe-Miami and Lomitas Negras projects, we have option agreements with the right to acquire 100% of the projects over an eight-year option period by making annual payments and exploration expenditures.

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.

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Such disputes to enforce our contractual rights could have adverse effects on our business, results of operations and financial condition.

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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.

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.

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.

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.

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.

We have incurred indebtedness and may incur further indebtedness from time to time, which may be secured, including the Deed of Trust in connection with the credit facility we entered into with a banking syndicate comprised of National Bank of Canada, Societe Generale and Bank of Montreal Many of our mineral properties are in the exploration stage and we have no sources of revenue from which to pay indebtedness until they commence production.

If we are unable to pay existing or future indebtedness when due, the holders will have rights against us, and in the case of secured indebtedness, the holders may potentially seize or sell the assets subject to the security interest.

Any failure to timely meet our obligations under these instruments may adversely affect our assets, results of operations and future prospects.

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.

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.

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.

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.

Due to any of these or other factors, the operating costs at the Santa Cruz Copper Project or other projects may be significantly higher than those set forth in the PFS or any other Pre-Feasibility or Feasibility Study that we may ultimately prepare and 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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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.

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.

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.

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.

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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.

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.

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The capital and operating cost estimates we may make in respect of our mineral projects that we intend to develop or ultimately develop into operating mines may not prove to be accurate.

Capital and operating cost estimates are typically set out in Feasibility Studies and are based on the interpretation of geological data, cost of consumables, cost of capital, labor costs, transportation costs, mining and processing costs, anticipated climatic conditions, the costs of taxes, duties and royalties, permitting and restrictions or production quotas on exportation of minerals) and title claims, and other factors which may be considered at the time the estimates are made and will be based on information prevailing at that time.

Capital and operating cost estimates are typically set out in Pre-Feasibility or Feasibility Studies and are based on the interpretation of geological data, cost of consumables, cost of capital, labor costs, transportation costs, mining and processing costs, anticipated climatic conditions, the costs of taxes, duties and royalties, permitting and restrictions or production quotas on exportation of minerals) and title claims, and other factors which may be considered at the time the estimates are made and will be based on information prevailing at that time.

Any of the following events, among the other uncertainties and risks described in this Annual Report, could affect the ultimate accuracy of such estimates:

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• delays in the ramp-up of the rate of operations;

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• unanticipated transportation costs;

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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.

There is an increasing level of public concern relating to the effects of both mineral exploration and mining on the natural landscape, in communities and on the environment.

Certain non-governmental organizations, community groups, public interest groups and reporting organizations (“NGOs”) that oppose resource development are vocal critics of the mining industry.

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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.

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Joint ventures and other partnerships in relation to our properties may expose us to risks.

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.

We have in the past entered into, are currently party to, and may in the future enter into, joint ventures or similar arrangements, such as our current joint ventures and collaborations with Maaden, SQM, BHP, 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.

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.

We may be unable to exert control over strategic decisions made in respect of such joint ventures.

We may be unable to exert control over strategic decisions made in respect of such joint ventures or similar arrangements.

Joint ventures and similar arrangements may also impose financial, operational and other requirements on each of the parties.

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Such arrangements are common in the mining industry and are often staged, with the company that is earning-in, earning an interest in the project at various stages and over various timeframes, resulting in a joint venture arrangement with the company that is the owner of the mineral project, or in some cases could result in the outright acquisition of the project from its owner.

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If we do not make the required expenditures when contractually agreed, and if such failure occurs before earning any interest in a project, or if we otherwise fail to comply with the terms of such agreements, we may lose all of the expenditures and payments made to that time in respect of that mineral project and acquire no interest in such mineral project.

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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.

As well, underground mining operations often encounter groundwater and aquifers that complicate the development and operation of underground mines.

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.

As well, underground mining operations often encounter groundwater and aquifers that complicate the development and operation of underground mines, including at the Santa Cruz Copper Project.

The presence of such water often requires additional engineering and capital to safely develop the mine and to subsequently extract Ore from areas of water ingress and/or dewatering operations, which increases both the capital and operating costs of underground mine development and operation.

The presence of water may therefore materially and adversely affect the costs of development and operating a mine.

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and relevant regulatory regimes, all of which are outside our control.

We may not be able to obtain secure and sufficient supplies of power and water at reasonable costs at any of our mineral projects and the failure to do so could have a material adverse effect on our ability to develop and operate a mine, and on our financial condition and results of operations.

We may not be able to obtain secure and sufficient supplies of power and water at reasonable costs at

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any of our mineral projects and the failure to do so could have a material adverse effect on our ability to develop and operate a mine, and on our financial condition and results of operations.

Our success depends on developing and maintaining relationships with local communities and stakeholders.

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and (ii) schedule date and time for the initial hearing.

While the court matters proceed, Cordoba will incur additional costs that will negatively impact its financial position.

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.

While the court

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matters proceed, Cordoba will incur additional costs that will negatively impact its financial position.

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.

RISKS RELATED TO OUR VANADIUM BATTERY BUSINESSES

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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.

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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.

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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.

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.

There is no assurance that Red Sun will satisfy its payment obligations to us in full or in a timely manner.

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.

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.

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.

The second tranche is payable by June 30, 2025.

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.

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.

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.

The first tranche payment was received, but the second tranche payment, which was payable by June 30, 2025, is overdue and VRB Energy sent a demand letter and is pursuing options for recourse.

There can be no assurance that Red Sun will satisfy its remaining payment obligations to us in full or in a timely manner.

Any delay, reduction or failure to make these payments would have an adverse effect on our plans for VRB USA, including our ability to advance the development of a manufacturing facility in the USA by VRB USA.

There is no guarantee that the sale transaction will close or the payment due under the agreement for the sale of Cordoba’s remaining interest in the Alacran Copper Project will be received.

Cordoba, our publicly listed and approximately 60.8% owned subsidiary, entered into an agreement to sell certain assets indirectly constituting Cordoba’s remaining 50% interest in the Alacran Copper Project, related exploration properties, and certain intercompany receivables, for consideration of $128 million.

The closing of the transaction remains subject to conditions, including the receipt of JCHX shareholder approval.

No assurance can be provided that the transaction will close and that we will receive the anticipated proceeds thereof.

RISKS RELATED TO INTELLECTUAL PROPERTY

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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.

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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.

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.

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.

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.

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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.

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.

We will require significant funding to continue our operations and advance our projects through exploration, the construction and operation of potential future mines.

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.

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Our insurance may not provide adequate coverage in the event of a loss.

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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.

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.

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.

Our property and liability insurance may not provide sufficient coverage for losses related to these or other hazards.

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Any acquisitions we make may not be successful or achieve the expected benefits.

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We regularly consider and evaluate opportunities to acquire assets, companies and operations, including prospective mining projects or properties.

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We may be subject to claims or legal proceedings covering a wide range of matters that arise in the ordinary course of business activities.

These matters may result in litigation which can distract management from our business or have an unfavorable resolution, which could materially and adversely impact our business, financial condition and results of operations.

These matters may result in litigation which can distract management from our business or have an

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unfavorable resolution, which could materially and adversely impact our business, financial condition and results of operations.

See “Risks Related to our Mining Businesses and the Mining Industry -- Our subsidiary, Cordoba, is involved in lengthy litigation, which may adversely affect the value of our investment in it and its mineral projects”.

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RISKS RELATED TO GOVERNMENT REGULATIONS AND INTERNATIONAL OPERATIONS

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.

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.

We have subsidiaries, mineral projects, investments or other activities in the United States, the PRC, Chile, 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.

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, Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries.

These laws and regulations include, without limitation, those related to tax;

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price and foreign exchange controls;

anticorruption;

anti-corruption;

mine permitting and licensing requirements;

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and storage, treatment and disposal of wastes and hazardous materials, among other things.

The liabilities and requirements associated with the laws and regulations related to these and other matters, including with respect to air emissions, water discharges and other environmental matters, may be costly and time-consuming and may restrict, delay or prevent commencement or continuation of exploration or production operations.

The liabilities and requirements associated with the laws and regulations related to these and other matters, including with respect to air emissions, water discharges, archaeological and other environmental matters, may be costly and time-consuming and may restrict, delay or prevent commencement or continuation of exploration.

development or production operations.

We may not have been or may not be at all times in compliance with all applicable laws and regulations in all jurisdictions.

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We may incur material costs and liabilities resulting from claims for damages to property or injury to persons arising from our operations.

If we are pursued for sanctions, costs and liabilities in respect of these matters, our mining operations and, as a result, our financial performance, financial position and results of operations, could be materially and adversely affected.

If we are pursued for sanctions, costs and liabilities in respect of these matters, our exploration activities or mining operations and, as a result, our financial performance, financial position and results of operations, could be materially and adversely affected.

Any new legislation or administrative regulations or new judicial interpretations or administrative enforcement of existing laws and regulations that would further regulate and tax the mining industry may also require us to change activities significantly or incur increased costs, or even potentially halt or cease activities entirely.

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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.

We have mineral projects, investments or other activities in the United States, the PRC, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries.

We have mineral projects, investments or other activities outside the United States, in the PRC, Chile, 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).

We are also subject to the risks of

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deteriorating relations between or among the countries in which we operate.

As such, our activities in these countries are subject to significant risks not necessarily present in the United States and additional risks inherent in exploration and resource extraction by foreign companies.

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• unfavorable or arbitrary changes in laws and regulations;

• arbitrary royalty and tax increases;

• arbitrary royalty, tariff and tax increases;

• claims by governmental entities or indigenous communities;

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• other risks arising out of foreign governmental sovereignty over areas in which our mineral properties are located;

• disputes or deterioration of relations between and among countries may adversely affect the political, economic, social and other factors to which we are subject.

Local economic conditions also can increase costs and adversely affect the security of our activities and the availability of skilled workers and supplies.

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We may experience disruptions in the future, which could adversely affect our business and our exploration and development activities.

Recent tariff announcements and other developments in international trade policies and regulations could adversely affect our operations and outlook.

Tariff announcements and other developments in international trade policies and regulations could adversely affect our operations and outlook.

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.

On February 1, 2025, the U.S.

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.

The White House stated the actions aim to advance U.S.

priorities on immigration and drug trafficking, though specific goals for lifting the tariffs are unspecified.

Since the initial announcement, events have unfolded rapidly.

On February 3, 2025, Canada announced the imposition of 25% tariffs on a range of U.S.

products effective February 4, 2025.

On February 3, 2025, the U.S.

and Mexico, and the U.S.

and Canada, announced deals to delay the imposition of U.S.

tariffs involving those respective countries by one month.

On February10, 2025, the U.S.

announced expanded 25% tariffs on steel and aluminum imports from all countries.

On February 13, 2025, the U.S.

announced a plan to implement additional reciprocal tariffs against other countries.

In 2025, the U.S.

President announced various tariff plans that included the imposition of U.S.

tariffs on various countries for products such as steel and aluminum.

Additional tariff actions may be taken by the U.S.

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mineral properties in the future, tariffs could increase our development costs and capital expenditures, which may affect the projected economics of our projects.

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Recent tariff actions have resulted in market uncertainty and volatility.

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Any such actions may generally disrupt supply chains and business activities in Colombia, and discourage qualified individuals from being involved with Cordoba’s operations.

Our operations may be impacted as a result, and our ability to advance the San Matias project may be delayed or halted altogether.

Our operations may be impacted as a result, and our ability to advance Alacran Project may be delayed or halted altogether.

This may include the inability to access the project site, as well as damage to property and injury or death to our personnel.

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Illegal mining activities may negatively impact our ability to explore, develop and operate some mineral projects.

Artisanal and illegal miners are present at the San Matias Project in Colombia (owned directly by Cordoba) and the Pinaya Project in Peru.

As these companies further explore and advance these projects towards production, each must enter into discussions with illegal miners operating at the projects.

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.

Artisanal and illegal miners are present at the Alacran Project in Colombia (owned directly by Cordoba) and the Pinaya Project in Peru.

As these companies further explore and advance these projects towards production, they must enter into discussions with illegal miners operating at the projects.

There is a risk that such illegal miners may oppose activities at the Alacran 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.

In addition, illegal miners have extracted metals from both projects in a manner that does not meet health and safety or environmental standards.

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• inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions;

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• relative inexperience of the judiciary and courts in such matters.

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.

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.

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.

As we have certain subsidiaries, mineral projects and investments and other activities in other countries, including Chile, 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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Those reviews could result in adverse tax consequences and unexpected financial costs and exposure.

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RISKS RELATED TO OUR COMMON STOCK

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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.

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.

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If significant amounts of our shares are sold, or if it is perceived that they will be sold, in the public market, the market price of our common stock could decline.

Ma’aden holds certain top-up rights that could lead to further dilution or adversely affect our stock price.

We have granted Ma’aden the right to purchase additional shares of common stock to maintain its 9.9% stock ownership position in the event of any issuances of common stock by us (the “Ma’aden Top-Up Right”).

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.

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.

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.

The Ma’aden Top-Up Right will expire on the earlier of (i) July 6, 2028 (being five years from the date of completion of Ma’aden’s initial investment in us) (the “Initial Period”), but only if within such five-year period Ma’aden has (a) failed on two separate occurrences to exercise in full the Ma’aden Top-Up Right, or (b) Ma’aden has sold, transferred or otherwise disposed of any of shares of our common stock (other than to an affiliate or to the Public Investment Fund of Saudi Arabia (the “PIF”));

(ii) the first day following the Initial Period on which Ma’aden sells, transfers or otherwise disposes of any of our shares of common stock (other than to an affiliate or to the PIF);

and (iii) three years after the Initial Period.

To the extent the Ma’aden Top-Up Right is exercised, such exercise would cause dilution to our shareholders.

Any decision by Ma’aden not to exercise Ma’aden Top-Up Right could adversely affect the price of our common stock.

If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our common stock adversely, the trading price or trading volume of our common stock could decline.

The trading market for our common stock will be influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our market, or our competitors.

If one or more of these analysts initiate research with an unfavorable rating or downgrade our common stock, provide a more favorable recommendation about our competitors or publish inaccurate or unfavorable research about our business, our common stock price would likely decline.

If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our common stock to decline.

Maaden holds certain top-up rights that could lead to further dilution or adversely affect our stock price.

We have granted Maaden the right to purchase additional shares of common stock to maintain its 8.1% stock ownership position in the event of any issuances of common stock by us (the “Maaden Top-Up Right”).

Maaden 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.

In the event that Maaden does not exercise the Maaden Top-Up Right, the ownership threshold for purposes of Maaden Top-Up Right will be reduced to its ownership level after giving effect to the dilutive issuance.

The Maaden Top-Up Right will expire on July 6, 2028.

To the extent the Maaden Top-Up Right is exercised, such exercise would cause dilution to our shareholders.

Any decision by Maaden not to exercise Maaden Top-Up Right could adversely affect the price of our common stock.

The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock.

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changes in market valuations of similar companies;

changes in technology and demand for minerals;

changes in technology and demand for

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the success or failure of competitor mining companies;

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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:

• 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 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 majority 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;

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• our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders;

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• advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

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The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid.

The Court of Chancery of the State of Delaware and the federal district courts of the United States may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

The Court of Chancery of the State of Delaware and the federal district courts of the United States may also reach different judgments

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or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

We do not currently intend to pay dividends on our common stock and consequently, the ability to achieve a return on investment will depend on appreciation in the price of our common stock.

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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.

holders may be subject to United States federal income tax on gain on the sale or other taxable disposition of our common stock.

Because we hold significant United States real property interests, we believe we are a “United States real property holding corporation” for United States federal income tax purposes.

As a result, a non-U.S.

holder generally will be subject to United States federal income tax with respect to any gain on the sale or other taxable disposition of shares of our common stock (and will be required to file a United States federal income tax return for the taxable year of such sale or other taxable disposition), unless our common stock is regularly traded on an established securities market and such non-U.S.

holder did not actually or constructively hold more than 5% of our common stock at any time during the shorter of (a) the five-year period preceding the date of the sale or disposition and (b) the non-U.S.

holder’s holding period in such stock.

holder generally will be subject to United States federal income tax with respect to any gain on the sale or other taxable disposition of our common stock (and will be required to file a United States federal income tax return for the taxable year of such sale or other taxable disposition), unless our common stock is regularly traded on an established securities market and such non-U.S.

holder’s holding period for such common stock.

Additionally, a purchaser of our common stock generally will be required to withhold and remit to the Internal Revenue Service fifteen percent (15%) of the purchase price paid to such non-U.S.

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

holders should consult their own tax advisors concerning the consequences of disposing of shares of our common stock.

holders should consult their own tax advisors concerning the consequences of disposing of our common stock.

A significant number of the members of our Board of Directors and executive officers and certain of the experts named in this Annual Report are non-U.S.

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In addition, you may not be able to enforce certain civil liabilities predicated upon U.S.

federal or state securities laws in non-US jurisdictions against us, our directors and executive officers and certain of the experts named in this Annual Report or the assets of such persons.

federal or state securities laws in non-US jurisdictions

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against us, our directors and executive officers and certain of the experts named in this Annual Report or the assets of such persons.

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

What changed 10-K

Item 1A. Risk Factors