Jaguar Uranium Corp. 10-K

Item 1A. Risk Factors You should carefully consider the following risk factors, together with all of the other information included in this Annual Report on Form 10-K. The risks described below are those which we believe are the material risks that we face. Additional risks not presently known to us or which we currently consider immaterial may also have an adverse effect on us. Any risk described below may have a material adverse impact on our business or financial condition. Some statements in this Annual Report on Form 10-K, including such statements in the following risk factors, constitute forward-looking statements. These forward-looking statements are based on our management's current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Risks Related to Our Financial Condition We do not have an operating history, therefore, there is no assurance that we will be successful in achieving a return on an investment for investors in the Common Shares and our likelihood of success must be considered in light of our early stage of operations. We are an exploration-stage company and have no history of operations, mining or refining mineral products. We subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that we will be successful in achieving a return on an investment for investors in the Common Shares and our likelihood of success must be considered in light of our early stage of operations. There can be no assurance that our Properties will be successfully placed into production, produce minerals in commercial quantities or otherwise generate operating earnings. Advancing projects from the exploration stage into development and commercial production requires significant capital and time and will be subject to the successful completion of further technical studies, permitting requirements and the construction of mines, processing plants, roads and related works and infrastructure. We will continue to incur losses until mining-related operations successfully reach commercial production levels and generate sufficient revenue to fund continuing operations. We do not have any operating revenues or earnings and instead have a history of losses. We will continue to experience losses unless and until we can successfully develop and begin profitable commercial production at one of our mining properties. We have no operating revenues or earnings and instead have a history of losses. No operating revenues are anticipated until one of our Properties or any other mineral properties we may acquire comes into production, which may or may not occur. As such, there is no certainty that we will generate revenue from any source, operate profitably or provide a return on investment to our investors in the future. We will continue to experience losses unless and until we can successfully develop and begin profitable commercial production at one of our mining properties. There can be no assurance that we will be able to do so. Significant additional capital is required to fund our business plan, and our ability to continue as a going concern depends on our ability to raise additional capital in the future. We plan to focus on exploring for minerals and will use our working capital and the funds from the initial public offering (“IPO”) to carry out such exploration activities. We have no source of operating cash flow and can provide no assurance that acceptable additional funding will be available to us for the further exploration and development of our Properties. We have incurred net losses in the past and will continue to incur losses until and unless we can derive sufficient revenues and earnings from our Properties or any other mineral properties we may acquire in the future. It is likely that the development and exploration of our Properties will require substantial additional financing. Further exploration and development of our Properties or other mineral properties that we may be acquire in the future may be dependent upon our ability to obtain adequate and acceptable financing through equity or debt, and there can be no assurance that we will be able to obtain adequate and acceptable financing in the future. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of our Properties and any other mineral properties we may pursue in the future, thereby making us unable to carry out our business objectives. Our results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect our financial position and operating results. We may be subject to currency risks as our reporting currency is in United States dollars, which is exposed to fluctuations against other currencies. Our primary operations are located in Colombia and Argentina and as such, expenditures and obligations are incurred in the form of Colombian pesos and Argentinean pesos. Should we expand our operations into additional countries, our expenditures and obligations may be incurred in additional foreign currencies as well. Therefore, our results of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect our financial position and operating results and may also affect the value of our assets and shareholders’ equity. Even though we may enter into foreign currency forward contracts in order to match or partially offset existing currency exposures, we have not undertaken any actions to mitigate transactional volatility in United States dollars, Colombian pesos or Argentinean pesos at this time. 13 We face liquidity risk as we do not currently have revenue, and do not expect to have revenue in the foreseeable future. Liquidity risk arises through the excess of financial obligations due over available financial assets at any point in time. Our objective in managing liquidity risk will be to maintain sufficient readily available cash reserves and credit in order to meet our liquidity requirements at any point in time. As we do not currently have revenue, and do not expect to have revenue in the foreseeable future, we will be reliant upon debt and equity financing to mitigate liquidity risk. The total cost and planned timing of acquisitions of any other mineral properties and/or other development or construction projects is not currently determinable and it is not currently known precisely when we will require external financing in future periods. There is no guarantee that external financing will be available on commercially reasonable, adequate and acceptable terms, or at all, and our inability to finance future development and acquisitions would have a material and adverse effect on us and our business and prospects. A material increase in costs at any significant location could have a significant effect on our profitability. We anticipate that costs at our Properties and other mineral properties that we may explore or develop in the future will frequently be subject to variation from one year to the next due to a number of factors, such as changing grade, metallurgy and revisions to mine plans, if any, in response to the physical shape and location of the applicable ore bodies. In addition, costs are affected by the price of commodities such as fuel, steel, rubber, and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on our profitability. Risks Related to Our Business We may not have the ability to access adequate operating capital and ultimately mine our Properties at a profit sufficient to finance further mining activities and to continue to find, develop, acquire and finance mineable reserves, due to potentially significant fluctuations in the market prices of uranium, vanadium, nickel, zinc, copper and other REEs located in our Properties. We have not mined any uranium ore or other ores and have not conducted any studies to confirm the content of uranium ore or other ores, including vanadium, nickel, zinc, copper and other REEs, or the feasibility of mining such ores at our Properties. As a result, we have no saleable product and no prospect of obtaining a saleable product in the near future, and we currently have no sources of operating capital. If we cannot access additional sources of private or public capital, partner with another company that has capital resources or find or develop a means of generating revenue, we may not be able to remain in business. We have no way to generate cash inflows unless we monetize a portion or all of our assets or obtain additional financing. We can provide no assurance that our Properties will produce saleable production or, if so, that we will be able to continue to find, develop, acquire and finance mineable reserves. If we cannot monetize certain existing assets, partner with another company that has capital resources, find or develop other means of generating revenue other than uranium production or the production of other ores located in our Properties or access additional sources of private or public capital, we may not be able to remain in business and our investors may lose their entire investment. Our ability to operate on a positive cash flow basis will be dependent on mining sufficient quantities of uranium, vanadium, nickel, zinc, copper and/or other REEs at a profit that is sufficient to finance our operations and for the acquisition and development of additional mineral properties. Any profit will necessarily be dependent upon, and affected by, the long- and short-term market prices of uranium, vanadium, nickel, zinc, copper and other REEs which are subject to significant fluctuation. Uranium, vanadium, nickel, zinc, copper and other REE prices have been and will continue to be affected by numerous factors beyond our control. These factors include the demand for nuclear power, political and economic conditions in uranium producing and consuming countries, uranium supply from secondary sources, natural disasters, pandemics, uranium production levels and costs of production. A significant, sustained drop in uranium, vanadium, nickel, zinc, copper or REE prices may make it impossible to operate our business at a level that will permit us to cover our fixed costs or to remain in operation. Vanadium, nickel zinc and copper prices may also be affected by numerous factors outside of our control such as demand for steel, the potential for vanadium to be used in energy storage technologies, costs of production, world production levels, and political and economic conditions in vanadium producing and consuming countries. Typically, worldwide supply of REEs are from China and, as a result, the market is tightly controlled which has the carryover effect of supporting price levels. If China determines that it will meaningfully increase supply levels or allow for depressed pricing, this could negatively impact our ability to operate profitably. Evaluating our future performance may be difficult since we have a limited financial and operating history, with significant negative cash flow and an accumulated deficit to date, and there is no assurance that we will be successful in securing any form of additional financing in the future, and our long-term success will be dependent on future sources of equity or debt financing in order to ultimately develop future profitable mining activities. Our long-term success will depend ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from mining activities. We acquired our first mineral property, the Berlin Project, on April 8, 2024. We acquired the Argentina Projects on July 17, 2024. To date, we have not conducted any exploration activities on our Properties. 14 We have a history of significant negative cash flow and net losses, with an accumulated deficit balance of $5,853,605 and $10,507,351 as at December 31, 2024 and 2025, respectively. While we have subsequently raised $22.7 million of net proceeds through the IPO, those funds are sufficient for the initial exploration and pre-extraction plans of the Company for approximately the next two years. We have been reliant on equity financings from the sale of our Common Shares in order to fund our operations. We do not expect to achieve profitability or develop positive cash flows from operations in the near term. As a result of our limited financial and operating history, including our significant negative cash flows and net losses to date, it may be difficult to evaluate our future performance. As at December 31, 2025 and 2024, we had working capital deficit of $772,896 and a working capital deficit of $57,216, respectively. Our continuation as a going concern is dependent upon our ability to obtain adequate additional financing. There is no assurance that we will be successful in securing additional financing in the future. Our consolidated financial statements for the years ended December 31, 2025 and 2024 were prepared assuming that we would continue as a going concern. We have incurred continuing losses from operations, and we are dependent upon future sources of equity or debt financing in order to fund our operations. Our reliance on equity and debt financings is expected to continue for the foreseeable future, and the availability of such additional financing whenever it is required will depend on many factors beyond our control, including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our share price, the impact of natural disasters, pandemics and other force majeure events and the status of the worldwide economy, any one of which may cause significant challenges to our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements to continue advancing our Properties, which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. Our long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium projects and continue with exploration and pre-extraction activities and mining activities on our Properties, will depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities. The economic viability of our mining activities has many risks and uncertainties, including, but not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates and/or vanadium; (iii) significantly higher than expected capital costs to develop mines and/or construct a processing plant; (iv) significantly higher than expected extraction costs; (v) significantly higher than expected processing costs in lieu of constructing a processing plant; (v) significantly lower than expected uranium and vanadium extraction; (vi) significant delays, reductions or stoppages of uranium/vanadium extraction activities; and (vi) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties, and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow. Uranium exploration, development and mining operations are inherently subject to numerous significant risks and uncertainties, and actual results may differ significantly from expectations or anticipated results. Furthermore, exploration programs conducted on our Properties may not result in the establishment of ore bodies that contain commercially recoverable uranium. Uranium exploration, development and mining operations are inherently subject to numerous significant risks and uncertainties, many beyond our control, including, but not limited to: (i) unanticipated ground and water conditions and adverse claims to water rights; (ii) unusual or unexpected geological formations; (iii) metallurgical and other processing problems; (iv) the occurrence of unusual weather or operating conditions and other force majeure events; (v) lower than expected ore grades; (vi) industrial accidents; (vii) delays in the receipt of or failure to receive necessary government permits; (viii) delays in transportation; (ix) availability of contractors and labor; (x) government permit restrictions and regulation restrictions; (xi) unavailability of materials and equipment; and (xii) the failure of equipment or processes to operate in accordance with specifications or expectations. These risks and uncertainties could result in delays, reductions or stoppages in our mining activities; increased capital or extraction costs; damage to, or destruction of, our Properties or any other mineral properties that we may acquire in the future, extraction facilities or other properties; personal injuries; environmental damage; monetary losses; and legal claims. Success in uranium exploration is dependent on many factors, including, without limitation, the experience and capabilities of a company’s management, the availability of geological expertise and the availability of sufficient funds to conduct the exploration program. Even if an exploration program is successful and commercially recoverable uranium is established, it may take a number of years from the initial phases of drilling and identification of the mineralization until extraction is possible, during which time the economic feasibility of extraction may change such that the uranium ceases to be economically recoverable. Uranium exploration is frequently non-productive due, for example, to poor exploration results or the inability to establish ore bodies that contain commercially recoverable uranium, in which case the properties may be abandoned and written-off. Furthermore, we will not be able to benefit from our exploration efforts and recover the expenditures that we incur on our exploration programs if we do not establish ore bodies that contain commercially recoverable uranium or REEs and develop the assets into a profitable mining activity, and there is no assurance that we will be successful in doing so. 15 Whether an ore body contains commercially recoverable uranium depends on many factors including, without limitation: (i) the particular attributes, including material changes to those attributes, of the ore body such as size, grade, recovery rates and proximity to infrastructure; (ii) the market price of uranium, which may be volatile; and (iii) government regulations and regulatory requirements including, without limitation, those relating to environmental protection, permitting and land use, taxes, land tenure and transportation. Our mineral reserves, if any, may be significantly lower than expected. We are in the exploration stage and our planned principal operations have not commenced. There is currently no commercial production on any of our Properties. We have completed a Technical Report Summary in compliance with the SEC’s S-K 1300 disclosure rules for each of the Berlin Project, the Huemul Project, and the Laguna Project. However, our estimated proven or probable mineral reserves, expected mine life and mineral pricing cannot be determined as the exploration programs, additional drilling, economic assessments and requisite initial studies and pit (or mine) design optimizations have not yet been completed, and the actual mineral reserves, if any, may be significantly lower than expected. You should not rely on the technical reports, preliminary economic assessments or feasibility studies, if and when completed and published, as indications that we will have successful commercial operations in the future. Even if we prove reserves on our Properties, we cannot guarantee that we will be able to develop and market them, or that such production will be profitable. Our development and production plans, and cost estimates, in the Technical Report Summaries may vary and/or not be achieved. There is no certainty that the results in the Technical Report Summaries will be realized. If we are unable to achieve the results in the Technical Report Summaries, it may have a material negative impact on us, and our capital investments in our Properties may be lost. We are reliant on third parties to conduct independent analyses with respect to our business, and any inaccuracies in such analyses could have a material adverse effect on our collection and development objectives. We rely upon third-party consultants, engineers, analysts, scientists, and others to provide analyses, reviews, reports, advice, and opinions regarding our Properties. For example, the Technical Report Summaries contain information with respect to our Properties, but there is a risk that such analyses, reviews, reports, advice and opinions are incorrect, in particular with respect to process development, as well as with respect to economic assessments, including estimating the capital and operating costs of our projects and forecasting potential future revenue streams. Uncertainties are also inherent in such estimations. Opposition to mining and business activities could disrupt our business, operations and financial conditions. In recent years, governmental and non-governmental agencies, individuals, communities and courts have become more vocal and active with respect to their opposition to certain mining and business activities. This opposition may take on forms such as road blockades, applications for injunctions seeking work stoppages, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, issuances of unfavorable laws and regulations, and other rulings that could be contrary to our interests. These actions can occur in response to current activities or in respect of mines that are decades old. In addition, these actions can occur in response to our activities or the activities of other unrelated entities. Opposition to our activities may also result from general opposition to nuclear energy. Opposition to mining and business activities is beyond our control. Any such opposition may disrupt our business and may result in increased costs, which could have a material adverse effect on our business, operations and financial condition. A shortage of equipment and supplies could adversely affect our ability to operate our business. We are dependent on various supplies and equipment to carry out our exploration activities and, if warranted, development operations. Any shortage of such supplies, equipment, and parts could have a material adverse effect on our ability to carry out our operations and could therefore limit, or increase the cost of, future production. Joint ventures and other partnerships, including offtake arrangements, may expose us to risks. We may enter into joint ventures, partnership arrangements, or offtake agreements, with other parties in relation to the exploration, development and production of our Properties and any other mineral properties in which we acquire an interest. Any failure of such other companies to meet their obligations to us or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on us, the development and production at our properties, and on future joint ventures, if any, or their properties, and therefore could have a material adverse effect on our results of operations, financial performance, cash flows and the price of the Common Shares. 16 We do not maintain insurance to cover all of the potential risks and hazards associated with our operations, and therefore we may be subject to liability for environmental, pollution or other hazards associated with our exploration, pre-extraction and extraction activities. Where coverage is available and not prohibitively expensive relative to the perceived risk, we maintain insurance against such risk, subject to exclusions and limitations. We currently maintain insurance against certain risks including directors and officers insurance and kidnap and ransom insurance; however, we do not maintain insurance to cover all of the potential risks and hazards associated with our operations. We may be subject to liability for environmental, pollution or other hazards associated with our exploration, pre-extraction and extraction activities, which we may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of high premiums or other reasons. Furthermore, we cannot provide assurance that any insurance coverage we currently have will continue to be available at reasonable premiums or that such insurance will adequately cover any resulting liability. Acquisitions that we make from time to time could have an adverse impact on us and our financial condition and results of operations. From time to time, we may examine opportunities to acquire additional mining properties, assets and businesses. Any acquisition that we may choose to complete may be of a significant size, may change the scale of our business and operations, and may expose us to new geographic, political, operating, financial and geological risks. Success in our acquisition activities depends on our ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully. Any acquisitions would be accompanied by risks which could have a material adverse effect on our business, financial condition and results of operations. For example, there may be a significant change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio; a material ore body may prove to be below expectations; we may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt our ongoing business and our relationships with employees, customers, suppliers and contractors; and the acquired business or assets may have unknown liabilities which may be significant. If we choose to raise debt capital to finance any such acquisition, our leverage will be increased. If we choose to use equity as consideration for such acquisition, existing investors may suffer dilution. Alternatively, we may choose to finance any such acquisition with our existing resources. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions. The uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our business, financial condition and results of operations. Uranium exploration and development programs and mining activities are subject to numerous stringent laws, regulations and standards at the federal, department, provincial, municipal and local levels governing permitting, pre-extraction, extraction, exports, taxes, labor standards, occupational health, waste disposal, protection and reclamation of the environment, protection of endangered and protected species, mine safety, hazardous substances and other matters. Our compliance with these requirements requires significant financial and personnel resources. The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the jurisdictions of our Properties or any other applicable jurisdiction, may change or be applied or interpreted in a manner which may also have a material adverse effect on our operations. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency or special interest group, may also have a material adverse effect on our operations. Uranium exploration and development programs and mining activities are subject to stringent environmental protection laws and regulations at the federal, department, provincial, municipal and local levels. These laws and regulations, which include permitting and reclamation requirements, regulate emissions, water storage and discharges and disposal of hazardous wastes. Uranium mining activities are also subject to laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods. Various permits from governmental and regulatory bodies are required for mining to commence or continue, and no assurance can be provided that required permits will be received in a timely manner. Our compliance costs have been significant to date and are expected to increase in scale and scope as we expand our operations in the future. Furthermore, environmental protection laws and regulations may become more stringent in the future, and compliance with such changes may require capital outlays greater than those anticipated or cause substantial delays, which would have a material adverse effect on our operations. To the best of our knowledge, our operations comply, in all material respects, with all applicable laws, regulations and standards. We may not be able or may elect not to insure against the risk of liability for violations of such laws, regulations and standards, due to high insurance premiums or other reasons. Where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. However, we cannot provide any assurance that such insurance will continue to be available at reasonable premiums or that such insurance will be adequate to cover any resulting liability. 17 We may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations. Our exploration, development and mining activities are dependent upon the grant of appropriate rights, authorizations, licenses, permits and consents, as well as continuation and amendment of these rights, authorizations, licenses, permits and consents already granted, which may be granted for a defined period, or may not be granted or may be withdrawn or made subject to limitations. There can be no assurance that all necessary rights, authorizations, licenses, permits and consents will be granted to us, or that authorizations, licenses, permits and consents already granted will not be withdrawn or made subject to limitations. Closure and remediation costs for environmental liabilities could materially affect our financial position and results of operations. Natural resource companies are required to close their operations and rehabilitate the lands in accordance with a variety of environmental laws and regulations. Estimates of the total ultimate closure and rehabilitation costs for uranium operations are significant and are based principally on current legal and regulatory requirements and closure plans that may change materially. Any underestimated or unanticipated rehabilitation costs could materially affect our financial position, results of operations and cash flows. Environmental liabilities are accrued when they become known, are probable and can be reasonably estimated. Whenever a previously unrecognized remediation liability becomes known, or a previously estimated reclamation cost is increased, the amount of that liability and additional cost will be recorded at that time and could materially reduce our consolidated net income in the related period. The laws and regulations governing closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position and results of operations. Major nuclear incidents may have adverse effects on the nuclear and uranium industries, adversely affecting our operations and prospects. The nuclear incident that occurred in Japan in March 2011 had significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur, it may have further adverse effects for both industries. Public opinion of nuclear power as a source of electricity generation may be adversely affected, which may cause governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion. Any one of these occurrences has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market prices for uranium, adversely affecting our operations and prospects. Furthermore, the growth of the nuclear and uranium industries is dependent on continuing and growing public support of nuclear power as a viable source of electricity generation. The marketability of uranium concentrates will be affected by numerous factors beyond our control which could materially affect our financial position and results of operations. The marketability of uranium concentrates extracted by us will be affected by numerous factors beyond our control. These factors include macroeconomic factors, fluctuations in the market price of uranium, governmental regulations, land tenure and use, regulations concerning the importing and exporting of uranium and environmental protection regulations. The future effects of these factors cannot be accurately predicted, but any one or a combination of these factors could materially affect our financial position and results of operations. A reduction in purchases of uranium by electric utilities for any reason would adversely affect the viability of our business as the only significant market for uranium is nuclear power plants world-wide and the number of customers is limited. We are dependent on a limited number of electric utilities that buy uranium for nuclear power plants. Because of the limited market for uranium, a reduction in purchases of newly produced uranium by electric utilities for any reason (such as plant closings) would adversely affect the viability of our business. Problems with the availability, condition and maintenance of adequate infrastructure could adversely affect our business. Mining, processing, development and exploration activities depend, to a substantial degree, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants affecting capital and operating costs. We consider the existing infrastructure to be adequate to support our currently proposed operations. However, unusual or infrequent weather phenomena, sabotage, or government or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations. 18 We do not currently own or have access to a mill and therefore will be dependent on third parties for the milling facilities needed for any future milling activities, which may not be available on favorable terms or at all. We currently do not have a mill of our own for any of our Properties. If we are able to develop a resource large enough and at a sufficient level of grade at one or several of our Properties, then our intention is to attempt to build a mill in the future at such Properties. There is no guarantee that we will be able to do so at satisfactory economic levels or that we won’t face opposition from local communities, other governmental bodies or environmental groups. This lack of a mill could result in increased costs and/or significant delays in, or interruption or cessation of, our business activities. We could sell unprocessed uranium ore without utilizing a mill to process into yellowcake (U 3 O 8 ); however, this practice would likely generate lower revenues and profits. The price of alternative energy sources affects the demand for and price of uranium, thereby materially adversely affecting our business, results of operation and financial condition. The attractiveness of uranium as an alternative fuel to generate electricity may be dependent on the relative prices of oil, gas, wind, solar, coal and hydro-electricity and the possibility of developing other low-cost sources of energy. If the prices of alternative energy sources decrease or new low-cost alternative energy sources are developed, the demand for uranium could decrease, which may result in a decrease in the price of uranium thereby materially adversely affecting our business, results of operation and financial condition. The title to our mineral property interests may be challenged. A successful challenge to the precise area and location of our claims could result in us being unable to operate on our Properties as permitted or being unable to enforce our rights with respect to our Properties. Although we have taken reasonable measures to ensure proper title to our interests in our Properties, there is no guarantee that the title to any of such interests will not be challenged. No assurance can be given that we will be able to secure the grant or the renewal of existing mineral rights and tenures on terms satisfactory to us, or that governments in the jurisdictions in which we operate will not revoke or significantly alter such rights or tenures or that such rights or tenures will not be challenged or impugned by third parties, including local governments, aboriginal peoples or other claimants. Our Properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. A successful challenge to the precise area and location of our claims could result in us being unable to operate on our Properties as permitted or being unable to enforce our rights with respect to our Properties. Due to the nature of our business, we may be subject to legal proceedings which may divert management’s time and attention from our business and result in substantial damage awards. Due to the nature of our business, we may be subject to numerous regulatory investigations, securities claims, civil claims, lawsuits and other proceedings in the ordinary course of our business. The outcome of these proceedings may be uncertain and subject to inherent uncertainties, and the actual costs to be incurred will depend on many unknown factors. We may be forced to expend significant resources in the defense of these proceedings, and we may not prevail. Defending against these and other proceedings and lawsuits in the future may not only require us to incur significant legal fees and expenses but may become time-consuming for us and detract from our ability to fully focus our internal resources on our business activities. The results of any legal proceeding cannot be predicted with certainty due to the uncertainty inherent in litigation, the difficulty of predicting decisions of regulators, judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on our business, results of operation or financial condition. Competition from better-capitalized companies may affect our ability to acquire new properties and qualified personnel. There is global competition for uranium assets, properties, capital, customers and the employment and retention of qualified personnel. In the production and marketing of uranium, there are a number of producing entities, some of which are government controlled and all of which are significantly larger and better capitalized than we are. Many of these organizations also have substantially greater financial, technical, manufacturing and distribution resources than we have. Our future uranium production may also compete with uranium recovered from the de-enrichment of highly enriched uranium obtained from the dismantling of United States and Russian nuclear weapons and imports to the United States of uranium from the former Soviet Union and from the sale/barter of uranium inventory held by the United States Department of Energy. Import competition from state-owned uranium enterprises and the non-market business practices of Russia, Kazakhstan, Uzbekistan, and China, unless addressed, will continue to impact U.S. civilian nuclear reactor supply decisions in sourcing nuclear fuel. In addition, there are numerous entities in the market that compete with us for properties and are attempting to become licensed to operate in situ recovery or underground mining facilities. If we are unable to successfully compete for assets, properties, capital, customers or qualified employees or with alternative uranium sources, it could have a materially adverse effect on our business, results of operations and financial condition. 19 Because we have limited capital, inherent mining risks pose a significant threat to us compared to our larger competitors. Because we have limited capital, we may be unable to withstand significant losses that can result from inherent risks associated with mining, including environmental hazards, industrial accidents, flooding, earthquake, interruptions due to weather conditions and other acts of nature which larger competitors could withstand. Such risks could result in damage to or destruction of our infrastructure and production facilities, as well as to adjacent properties, personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability. Our business could also be harmed if we lose the services of our key personnel. Our business and mineral exploration programs depend upon our ability to retain and employ the services of geologists, engineers and other experts as subcontractors and/or as employees. In operating our business and in order to continue our programs, we compete for the services of professionals with other mineral exploration companies and businesses. Our ability to maintain and expand our business and continue our exploration programs may be impaired if we are unable to continue to engage or employ those parties currently providing services and expertise to us or identify and engage or employ other qualified personnel to do so in their place. The number of available qualified mining subcontractors is limited, and there is no assurance that we will be able to engage or retain the subcontractors needed to carry out our current or future business plans. To retain key employees, we may also face increased compensation costs, including potential new stock incentive grants, and there can be no assurance that the incentive measures we implement will be successful in helping us retain our key personnel. We may experience difficulty retaining and attracting qualified management, which could have a material adverse effect on our business and financial conditions. We are dependent on a small number of key management personnel, including our Executive Chairman, Chief Executive Officer, Chief Financial Officer and certain members of our exploration team. The loss of any such personnel could have a material adverse effect on us. We do not maintain life insurance policies on our key management personnel, and we may not be able to hire a suitable replacement for any such individual on favorable terms, should that become necessary. If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely consolidated financial statements could be impaired, which could harm our operating results, our ability to operate our business and investors’ views of us. Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate consolidated financial statements on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently. Section 404 of the U.S. Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls. Our failure to maintain the effectiveness of our internal controls in accordance with the requirements of the Sarbanes-Oxley Act could have a material adverse effect on our business. We could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the price of our Common Shares. Cybersecurity incidents or failures of our information systems could adversely affect our business. Our business operations depend in part on the use of information technology systems and third-party service providers that store, process and transmit sensitive information and support our operational and administrative functions. These systems and networks may be vulnerable to cybersecurity threats, including unauthorized access, malware, ransomware, phishing attacks, system disruptions and other cyber-related incidents. A cybersecurity incident affecting our systems or those of our third-party service providers could result in unauthorized access to, or disclosure, modification or destruction of confidential information, including proprietary, financial or operational data. Such incidents could disrupt our business operations, impair our ability to operate our systems effectively, result in the loss of critical data, expose us to regulatory investigations, litigation or liability, and harm our reputation with investors, business partners and other stakeholders. In addition, the techniques used by cyber attackers are constantly evolving and may not be recognized until after an incident has occurred. While we seek to implement measures designed to safeguard our information systems and data, there can be no assurance that these measures will be effective in preventing cybersecurity incidents. Any significant cybersecurity event could have a material adverse effect on our business, financial condition and results of operations. 20 Risks Related to Economic, Political, and Legal Matters Due to our operations in emerging market countries, our financial condition and results of operations may be impacted by factors that are inherent in emerging markets. There are certain economic risks that are inherent in any investment in emerging market countries such as Colombia and Argentina. Economic instability in Colombia, Argentina and in other Latin American and emerging market countries has been caused by many different factors, including but not limited to the following: ● high interest rates; ● currency fluctuations; ● high levels of inflation; ● exchange controls; ● wage and price controls; ● sporadic or organized crime; ● changes in economic or tax policies; ● the imposition of trade barriers; ● changes of the government in office; and ● internal security issues such as civil unrest. Any of these factors could have an adverse impact on our business, results of operation and financial condition. Our financial condition and results of operations are dependent on the economic and political developments in Latin American countries such as Colombia and Argentina. The Berlin Project is located in Colombia; consequently, the project is dependent upon the performance of the Colombian economy. The Argentina Projects are located in Argentina, where the success of those projects are dependent upon the performance of the Argentinean economy. As a result, our business results of operations and financial condition may be affected by the general conditions of the Colombian and Argentinean economies, price instabilities, currency fluctuations, inflation, interest rates, regulation, taxation, social instabilities, political unrest and other developments in or affecting Colombia or Argentina over which we have no control. In addition, our exploration and any production activities may be affected in varying degrees by political stability and government regulations relating to the industry. In the past, both Colombia and Argentina have experienced periods of weak economic activity and deterioration in economic conditions. We cannot assure that such conditions will not return or that such conditions will not have a material adverse effect on our business, results of operations or financial condition. Our business, results of operations and financial condition may also be affected by changes in the political climate in Colombia and Argentina to the extent that such changes affect the nation’s economic policies, growth, stability or regulatory environment. Exploration may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income taxes, wealth taxes, expropriation of property, environmental and social legislation and site safety. There can be no assurance that the government of Colombia and the government of Argentina will continue to pursue business-friendly and open-market economic policies or policies that stimulate economic growth and social stability. Any changes in the Colombian or Argentinean economies or the economic policies of the governments of Colombia or Argentina, in particular as they relate to the mining industry, may have a negative impact on our business, results of operations and financial condition. No assurances can be given that our plans and operations will not be adversely affected by future developments in Colombia and Argentina. Our Properties and proposed exploration activities in Colombia and Argentina are subject to political, economic and other uncertainties, including the risk of expropriation, nationalization, renegotiation or nullification of existing contracts, mining licenses and permits or other agreements, changes in laws or taxation policies, currency exchange restrictions, changing political conditions, and international monetary fluctuations. Future government actions concerning the economy, taxation, or the operation and regulation of nationally important facilities such as mines, could have a significant effect on us. 21 The governments of Colombia and Argentina have historically exercised substantial influence over the economy, and their policies are likely to continue to have a significant effect on companies operating in Colombia and Argentina, including us. In Colombia, on June 19, 2022, a new federal government was formed under the newly elected president, Gustavo Petro. President Petro has pledged to reduce poverty, improve access to education and healthcare and protect the environment and is implementing a national development plan that aims to cut the percentage of the population living in extreme poverty. The actions of Colombia’s President relating to the economy may negatively affect our operations. In Argentina, on December 10, 2023, a new government led by Javier Milei was elected. President Milei has promised to lead a pro-business, inflation-reducing platform of government aimed to bring in foreign investment across many of Argentina’s historically strong business sectors, of which mining holds a formidable position. Argentina’s President’s actions relating to the economy may negatively affect our operations. Any changes in regulations or shifts in political attitudes in Colombia or Argentina are beyond our control and may adversely affect our business. Exploration may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income and/or mining taxes, expropriation of property, environmental legislation and permitting and mine and/or site safety. We may be subject to seizure or expropriation of assets, which could have a material adverse effect on our business, results of operations and financial condition. Pursuant to Article 58 of the Political Constitution of Colombia of 1991, the Government of Colombia can exercise its eminent domain powers in respect of our Properties in Columbia in the event such action is required in order to protect public interests. According to Law 388 of 1997, eminent domain powers may be exercised through: (i) an ordinary expropriation proceeding ( expropriacion ordinaria ), (ii) an administrative expropriation ( expropriacion administrativa ) or (iii) an expropriation for war reasons ( expropiacion en caso de guerra ). We would be entitled to a fair indemnification for the expropriated assets. However, indemnification may be paid in some cases years after the asset is effectively expropriated. Furthermore, the indemnification may be lower than the price for which the expropriated asset could be sold in a free-market sale or the value of the asset as part of an ongoing business. In a similar vein, the taking of property by nationalization or expropriation without adequate compensation is a risk in Argentina as well. In May 2012, the previous government of Argentina re-nationalized Repsol YPF SA, the country’s largest oil and gas company. There can be no assurances that the government of Argentina will not nationalize other businesses operating in the country, including our business in Argentina. If any portion of our assets are expropriated or nationalized, there can be no assurances that we would receive payment equal to their fair market value. Nationalization of any of our assets in Argentina could have a material adverse effect on our business, results of operations and financial condition. The local legal and regulatory systems in which our Properties exist may lead to uncertainties with respect to licenses and agreements for our business. Some of the jurisdictions in which we operate may have different or less developed legal systems than the United States or Canada, which may result in risks such as: ● ineffective legal redress in the courts of such jurisdictions, whether in respect of a breach of law or regulation; ● it being more difficult to obtain or retain title in an ownership dispute; ● a higher degree of discretion on the part of governmental authorities; ● the lack of judicial or administrative guidance on interpreting applicable rules and regulations; ● inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; and ● relative inexperience of the administrative entities, judicial entities and courts in such matters. In certain jurisdictions the commitment of local business people, government officials and agencies and the judicial systems to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licenses and agreements for our business. These licenses and agreements may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. 22 Unauthorized mining and illegal activities pose a safety, security, social and environmental risk to the mining industry and our business and operations. The mining industry in Colombia is subject to incursions by illegal miners who gain unauthorized access to mines to steal ore mainly by manual mining methods. In addition to the risk of losses and disruption of operations, these illegal miners pose a safety, security, social and environmental risk. These incursions and illegal mining activities can potentially compromise underground structures, equipment and operations, which may lead to production stoppages, affect our ability to conduct business and require considerable investments in security and control measures. The mining industry in Argentina tends to occur is remote areas of the country, where illegal mining is less typical due to low population concentrations. However, illegal mining activity has been known to occur, especially for high-value and relatively easier to process materials such as precious metals, rather than more sensitive materials such as uranium, rare earths and some base metals like copper. Any incursion or illegal mining activities can potentially compromise underground structures, equipment and operations, which may lead to production stoppages, affect our ability to conduct business and require considerable investments in security and control measures. Colombia and Argentina’s mining industries are less developed than the mining industry in the United States or Canada, which may cause our exploration and operating activities to take longer to complete and become more expensive. Our operations involve substantial costs and are subject to certain risks because the mining industries in the countries in which we operate are less developed. The mining industry in Colombia and Argentina are not as efficient or developed as the mining industry in the United States or Canada. As a result, our exploration and operating activities may take longer to complete and may be more expensive than similar operations in the United States or Canada. The availability of technical expertise, specific equipment and supplies may be more limited than in the United States or Canada. We expect that such factors will subject our operations to economic and operating risks that may not be experienced in the United States or Canada. Guerilla and other criminal activity in Colombia, as well as the perception of such criminal activity, may hinder our ability to access capital in a timely and cost-effective manner and may have a negative effect on us, our employees, financial condition and results of operations. Colombia has experienced, and continues to experience, internal security issues, primarily due to the activities of guerrilla groups, drug cartels and criminal gangs. In rural regions of the country with minimal governmental presence, these groups have exerted influence over the local population, assassinated local social leaders, and funded their activities by protecting and rendering services to drug traffickers and participating in drug trafficking activities. Certain areas in which we operate have been historically impacted by the activities of these groups. Even though the Colombian government’s programs and policies have reduced guerrilla and criminal activity, particularly in the form of terrorist attacks, homicides, kidnappings and extortion, such criminal activity persists in Colombia. Possible escalation of such activity and the effects associated with it may have a negative effect on the Colombian economy and on us, our employees, financial condition and results of operations. Additionally, the perception that matters have not improved in Colombia may hinder our ability to access capital in a timely or cost-effective manner. There can be no assurance that continuing attempts to reduce or prevent guerilla, drug trafficking or criminal activity will be successful or that guerilla, drug trafficking or criminal activity will not disrupt our operations in the future. There can be no assurance that all permits that we require will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that we have obtained, could have a material adverse impact on us. Our current and future operations, including development activities and commencement of production, if warranted, are subject to government legislation, policies and controls relating to exploration, development, production, environmental protection, including sensitive plant and animal species, preservation of antiquities and resources of cultural heritage, mining taxes and labor standards. In order for us to carry out our current and future operations, various licenses and permits must be obtained and kept current. Costs related to applying for and obtaining permits and licenses may be prohibitive and could delay our planned exploration and development activities. There is no guarantee that our licenses and permits will be granted, or that once granted will be maintained and extended. In addition, the terms and conditions of such licenses or permits could be changed and there can be no assurances that any application to renew any existing licenses or permits will be approved. There can be no assurance that all licenses or permits that we require will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such licenses or permits, or a failure to comply with the terms of any such licenses or permits that we have obtained, could have a material adverse effect on us. We may be required to contribute to the cost of providing the required infrastructure to facilitate the development of our Properties and will also have to obtain and comply with permits and licenses that may contain specific conditions concerning operating procedures, water use, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There can be no assurance that we will be able to comply with any such conditions and non-compliance with such conditions may result in the loss of certain of our permits and licenses for our Properties, which may have a material adverse effect on our business, results of operations and financial condition. 23 We expect to make significant expenditures to comply with the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special status species, and, to the extent reasonably practicable, to create social and economic benefit in the surrounding communities near our Properties, but there can be no guarantee that these expenditures will ensure our compliance with applicable laws and regulations and any non-compliance may have a material and adverse effect on us. Our operations are subject to various health and safety laws and regulations that impose various duties on us in respect of our operations, relating to, among other things, worker safety and the surrounding communities. These laws and regulations also grant the relevant authorities broad powers to, among other things, close unsafe operations and order corrective action relating to health and safety matters. The costs associated with the compliance with such health and safety laws and regulations may be substantial and any amendments to such laws and regulations, or more stringent implementation thereof, could cause additional expenditure or impose restrictions on, or suspensions of, our operations. We expect to make significant expenditures to comply with the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special status species, and, to the extent reasonably practicable, to create social and economic benefit in the surrounding communities near our Properties, but there can be no guarantee that these expenditures will ensure our compliance with applicable laws and regulations and any non-compliance may have a material and adverse effect on our business, results of operations and financial condition. The environmental laws applicable to us and our operations could cause significant additional expense, capital expenditures, restrictions and delays in our operations. Our operations are subject to the extensive environmental risks inherent in the mining industry. Our current or future operations, including development activities, commencement of production, if warranted, potential mining and processing operations and exploration activities require permits from various governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Existing and future environmental legislation, regulations and actions could cause significant additional expense, capital expenditures, restrictions and delays in our operations. There are certain risks inherent in our operations such as accidental spills, leakages or other unforeseen circumstances, which could subject us to extensive liability. In addition, we cannot assure that any illegal miners operating on our properties are in compliance with applicable environmental laws and regulations. Any violations by such miners could result in liability for us. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed or the termination of mineral rights, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on our business and cause increases in capital expenditures or production costs or reductions in levels of production at producing properties or require abandonment or delays in development of mining properties. Breaches of environmental laws (whether inadvertent or not) or environmental pollution may materially and adversely affect our business, results of operations and financial condition. The mining and mineral processing industries are subject to extensive governmental regulations for the protection of the environment, including regulations relating to air and water quality, mine reclamation, solid and hazardous waste handling and disposal and the promotion of occupational health and safety, which may adversely affect us or require us to expend significant funds in order to comply with such regulations. There is also a risk that environmental and other laws and regulations may become more onerous, making it more costly for us to remain in compliance with such laws and regulations, which could result in the incurrence of additional costs and operational delays or the failure of our business. These environmental regulations require us to obtain various operating approvals and licenses and also impose standards and controls relating to exploration, development and production activities. Mining projects are required to prepare a reclamation plan and provide financial assurance to ensure that the reclamation plan is implemented upon completion of operations. Compliance with federal, department, provincial, municipal and local regulations could result in delays in beginning or expanding operations, incurring additional costs for cleanup of hazardous substances, payment of penalties for discharge of pollutants, and post-mining reclamation and bonding, all of which could have an adverse impact our results of operations and financial condition. 24 There is no assurance that future changes in environmental regulation, if any, will not adversely affect our operations. Environmental hazards may exist on the properties on which we hold interests which are unknown to us at present and which have been caused by previous or existing owners or operators of the properties, and which may result in the payment of fines and clean-up costs by us and may adversely affect our operations. We cannot give any assurances that breaches of environmental laws (whether inadvertent or not) or environmental pollution will not materially and adversely affect our results of operation and financial condition. There is no assurance that any future changes to environmental regulation, if any, will not adversely affect us. Certain Canadian laws could delay or deter a change of control. Limitations on the ability to acquire and hold our Common Shares may be imposed by the Competition Act in Canada. This legislation permits the Commissioner of Competition of Canada to review any acquisition of a significant interest in us. The legislation grants the Commissioner jurisdiction to challenge such an acquisition before the Canadian Competition Tribunal if the Commissioner believes that it would, or would be likely to, result in a substantial lessening or prevention of competition in any market in Canada. Further, the Investment Canada Act subjects an acquisition of control of a company by a non-Canadian entity to government review if the value of our assets, as calculated pursuant to the legislation, exceeds a threshold amount. A reviewable acquisition may not proceed unless the relevant minister is satisfied that the investment is likely to result in a net benefit to Canada. Any of the foregoing could prevent or delay a change of control and may deprive or limit strategic opportunities for our shareholders to sell their Common Shares. To carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further exploration and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected. Land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance. Reclamation may include requirements to: control dispersion of potentially deleterious effluents; treat ground and surface water to preestablished standards; and reasonably re-establish pre-disturbance land forms and vegetation. To carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further exploration and development programs. We plan to set up a provision for our reclamation obligations on our properties, as appropriate, but this provision may not be adequate. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected. Amendments to current laws, regulations and permits governing operations and activities of mining companies, including environmental laws and regulations which are evolving in Colombia and Argentina, or more stringent implementation thereof, could have a material adverse effect on us and could cause increases in expenditures and costs, affect our ability to expand or transfer existing operations or require us to abandon or delay the development of new properties. The mining industry in Colombia and Argentina are subject to extensive controls and regulations imposed by various levels of government. All current legislation is a matter of public record and we will be unable to predict what additional legislation or amendments may be enacted. Amendments to current laws, regulations and permits governing operations and activities of mining companies, including environmental laws and regulations which are evolving in Colombia and Argentina, or more stringent implementation thereof, could have a material adverse effect on us and could cause increases in expenditures and costs, affect our ability to expand or transfer existing operations or require us to abandon or delay the development of new properties. The current Colombia mining code was enacted in 2001 and amended in 2010. The 2010 amendment was declared unconstitutional in 2011 by the Constitutional Court of Colombia due to inadequate consultations with ethnic communities prior to enactment. The Constitutional Court of Colombia, however, left it in force for two more years (until May 2013) for the government of Colombia to propose, and congress to approve, a new amendment. No new amendment of the mining code was passed by May 2013; therefore, the original 2001 mining code (without the 2010 amendment) is currently in force. However, the government of Colombia announced in 2014 its intention to introduce before congress a bill to amend the 2001 mining code, which has not yet occurred. In December 2022, Colombia’s President, Gustavo Petro, proposed new reforms to Colombia’s mining code. In September 2023, Colombia’s Minister of Energy and Mines, Andrés Camacho, stated that the upcoming bill to reform Colombia’s mining code will include changes to address issues including, without limitation, environmental and social governance, territorial planning and artisanal and ancestral mining practices, planning resource use, modernizing Colombia’s mining model, transitioning into productive economies, protecting artisanal and small-scale mining and generating scientific knowledge. The reforms are also expected to include the creation of a state mining company. In January 2024, Colombia’s government announced that its congress intends to begin the debate on the new reforms to the mining laws in the first half of 2024. As of mid-2025, the government-led reform process has completed most prior consultations with ethnic communities, and a draft bill is expected to be submitted to congress once consultations are finalized. 25 Changes to the mining code and/or enactment of news laws and regulations could include, without limitation, new rules and restrictions affecting applications for concessions and maintenance of concessions, new environmental rules and restrictions, changes in the environmental licensing process (including environmental licenses for mining exploration activities), introduction of new required licenses or other restrictions on exploration and mining activities, regulations regarding access to information and participation of communities, and zoning and control regulations, any of which changes or new enactments could have an material adverse effect on our business, results from operations and financial condition. The extent to which our operations and the viability of our Properties will be affected by any reform to mining laws and regulations in Colombia or Argentina is uncertain. Additionally, we are potentially subject to stricter mining legislation at the “department” level (similar to a state level in the United States or provincial level in Canada) and municipal level of the Colombian government and the provincial and municipal level of the Argentinian government. While these lower jurisdictions may be superseded by federal law, it is typical in Colombia and Argentina for lower jurisdictions to have greater influence on mining activity. Global economic risks may affect our ability to obtain adequate, reasonable and acceptable financing in the future. Recent global financial conditions have been characterized by increased volatility and access to public financing, particularly for junior mineral exploration companies, has been negatively affected. These conditions, which include potential disruptions due to government shutdowns, may affect our ability to obtain equity or debt financing in the future on terms favorable to us or at all. If such conditions continue, our operations could be negatively affected. Risks Related to the Mining Industry The degree of risk inherent in the mining industry and the potential changes to the factors that impact us as a mining company, may have a negative impact on our business and operations. Mining operations generally involve a high degree of risk. Our operations are subject to all the hazards and risks normally encountered in the exploration, development and production of uranium and other minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other production facilities, damage to life or property, environmental damage and possible legal liability. The financing, exploration, development and mining of any of our Properties is furthermore subject to a number of macroeconomic, legal and social factors, including commodity prices, laws and regulations, political conditions, currency fluctuations, the ability to hire and retain qualified people, the inability to obtain suitable and adequate machinery, equipment or labor and obtaining necessary services in the jurisdictions in which we operate. Unfavorable changes to these and other factors have the potential to negatively affect our operations and business. The unexpected expenses we may incur could adversely impact our operations, financial condition and results of operations. Major expenses may be required to locate and establish mineral reserves and resources, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations. It is impossible to ensure that our planned exploration or development programs planned will result in a profitable commercial mining operation. Interpretation of royalty agreements in the jurisdictions of our Properties may have a material adverse effect on us and our operations. Royalty interests in our Properties, and any other royalty interests in respect of the properties which we may acquire or develop, may be subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects are located. Operators and other parties to the agreements governing royalty interests in our Properties may interpret their interests in a manner adverse to us, and we could be forced to take legal action to enforce our rights. Challenges to the terms of such royalty interests or the existence of other royalties could have a material adverse effect on our business, results of operations, cash flows and financial condition. Disputes could arise with respect to, among other things: the existence or geographic extent of the royalty interests; the methods for calculating royalties; third party claims to the same royalty interest or to the property on which a royalty interest exists, or the existence of additional royalties on the same property; various rights of the operator or third parties in or to a royalty interest; production and other thresholds and caps applicable to payments of royalty interests; the obligation of an operator to make payments on royalty interests; various defects or ambiguities in the agreement governing a royalty interest; and disputes over the interpretation of buy-back rights. 26 Natural resource properties are largely contractual in nature, which may require us to take legal action to enforce our contractual rights. Any proceedings or actions or any decisions determined adversely us may have a material and adverse effect on our results of operations, financial condition and the trading price of our Common Shares. Parties to contracts do not always honor contractual terms and contracts themselves may be subject to interpretation or technical defects. Accordingly, there may be instances where we would be forced to take legal action to enforce our contractual rights. Such litigation may be time-consuming and costly and there is no guarantee of success. Any proceedings or actions or any decisions determined adversely to us may have a material and adverse effect on our business, results of operations and financial condition. The fluctuations in the price of base metals and in particular, the price of uranium and other REE may cause the price of our Common Shares to fluctuate or decline. The price of our Common Shares, our financial results, and our access to the capital required to finance our exploration activities may in the future be adversely affected by declines in the price of precious and base metals and, in particular, the price of uranium and other REE. Base metal prices fluctuate widely and are affected by numerous factors beyond our control such as the sale or purchase of precious metals by various dealers, central banks and financial institutions, interest rates, exchange rates, inflation or deflation, currency exchange fluctuation, global and regional supply and demand, production and consumption patterns, speculative activities, increased production due to improved mining and production methods, government regulations relating to prices, taxes, royalties, land tenure, land use and importing and exporting of minerals, environmental protection, and international political and economic trends, conditions and events. If these or other factors continue to adversely affect the price of base metals, the market price of our Common Shares may decline and our operations may be materially and adversely affected. Market fluctuations and commercial quantities of minerals may affect their commercial viability thereby resulting in us not receiving adequate return on invested capital or having our mineral projects rendered uneconomical. The market for minerals is influenced by many factors beyond our control, including without limitation the supply and demand for minerals, the sale or purchase of precious metals by various dealers, central banks and financial institutions, interest rates, exchange rates, inflation or deflation, currency exchange fluctuation, global and regional supply and demand, production and consumption patterns, speculative activities, increased production due to improved mining and production methods, government regulations relating to prices, taxes, royalties, land tenure, land use and importing and exporting of minerals, environmental protection, and international political and economic trends, conditions and events. In addition, the metals industry in general is intensely competitive and there is no assurance that, even if apparently commercial quantities and qualities of precious or base metals are discovered, a market will exist for their profitable sale. Commercial viability of precious and base metals and other mineral deposits may be affected by other factors that are beyond our control, including the particular attributes of the deposit such as its size, quantity and quality, the cost of mining and processing, proximity to infrastructure, the availability of transportation and sources of energy, financing, government legislation and regulations including those relating to prices, taxes, royalties, land tenure, land use, import and export restrictions, exchange controls, restrictions on production, and environmental protection. It is impossible to assess with certainty the impact of various factors that may affect commercial viability such that any adverse combination of such factors may result in us not receiving an adequate return on invested capital or having our mineral projects be rendered uneconomic. Reserve estimates are subject to evaluation uncertainties and there may be material differences between actual and estimated mineral resources and reserves, which may impact the viability of our Properties. We currently do not have any mineral resources or reserves. Mineral resource and reserve estimates will be based upon estimates made by our personnel and independent geologists. These estimates are inherently subject to uncertainty and are based on geological interpretations and inferences drawn from drilling results and sampling analyses and may require revision based on further exploration or development work. The estimation of mineral resources and reserves may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. As a result of the foregoing, there may be material differences between actual and estimated mineral resources and reserves, if any, which may impact the viability of our Properties. The grade of mineralization which may ultimately be mined may differ from that indicated by drilling results and such differences could be material. The quantity and resulting valuation of mineral reserves and mineral resources may also vary depending on, among other things, mineral prices (which may render mineral reserves and mineral resources uneconomic), cut-off grades applied and estimates of future operating costs (which may be inaccurate). Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Any material change in quantity of mineral resources, mineral reserves, grade, or stripping ratio may also affect the economic viability of any project undertaken by us. In addition, there can be no assurance that mineral recoveries in small scale, and/or pilot laboratory tests will be duplicated in a larger scale test under on-site conditions or during production. To the extent that we are unable to mine and produce as expected, our business, results of operations and financial condition may be materially and adversely affected. 27 Certain non-governmental organizations that oppose globalization, resource development and the mining industry may generate adverse publicity thereby having an adverse effect on our reputation and financial condition. Our relationship with the communities in which we operate is important to ensure the future success of our existing operations. While we believe our relationships with the communities in which we operate are strong, there is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations (“NGOs”), some of which oppose globalization and resource development, are often vocal critics of the mining industry and its practices. Adverse publicity generated by such NGOs or others related to extractive industries generally, or its operations specifically, could have an adverse effect on our reputation or financial condition and may impact our relationship with the communities in which we operate. While we believe that we operate in a socially responsible manner, there is no guarantee that our efforts in this respect will mitigate this potential risk. The competition we face in the mining industry may make it more difficult for us to acquire additional mining properties, mining professionals, service and equipment. The mining industry is highly competitive in all of its phases, both domestically and internationally. Our ability to acquire properties and develop mineral resources and reserves in the future will depend not only on our ability to develop our Properties, but also on our ability to select and acquire suitable producing properties or prospects for mineral exploration, of which there is a limited supply. We may be at a competitive disadvantage in acquiring additional mining properties because we must compete with other individuals and companies, many of which have greater financial resources, operational experience and technical capabilities than us. We may also encounter competition from other mining companies in our efforts to hire experienced mining professionals. Competition could adversely affect our ability to attract necessary funding or acquire suitable producing properties or prospects for mineral exploration in the future. Competition for services and equipment could result in delays if such services or equipment cannot be obtained in a timely manner due to inadequate availability, and could also cause scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment. Any of the foregoing effects of competition could materially increase project development, exploration or construction costs, result in project delays and generally and adversely affect our business and prospects. International trade agreements and policies may affect the supply of uranium available to the market and may have a material adverse effect on the Company’s business and operations. The international uranium industry is highly competitive. We intend to market uranium to utilities in direct competition with supplies available from other mining companies, from excess inventories (including inventories made available from the decommissioning of nuclear weapons), from reprocessed uranium and plutonium derived from used reactor fuel and from the use of excess enrichment capacity to re-enrich depleted uranium tails. Increased supply of uranium from competitive sources may have a material adverse effect on our business, results of operations and financial condition. The supply of uranium from certain jurisdictions is, to some extent, impeded by a number of international trade agreements and policies. These agreements and any future agreements, governmental policies or trade restrictions are beyond our control and may affect the supply of uranium available to the market. We are susceptible to the risks inherent in the nuclear energy sector. Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydroelectricity. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrates. Furthermore, growth of the uranium and nuclear power industry will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. An accident at a nuclear reactor anywhere in the world could impact the continuing acceptance of nuclear energy and the future prospects for nuclear power generation, which may have a material adverse effect on us. 28 The potential impacts of climate change on us are uncertain and may materially and adversely impact our business, results of operations and financial condition. Climate change could have an adverse impact on our operations. The potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These changes in climate could have an impact on the cost of development or production of our Properties and adversely affect our results of operations and financial condition. Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate and its potential impacts. Legislation and increased regulation regarding climate change could impose significant costs on us, our partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such regulations. Given the emotion, political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our results of operations, financial condition and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in the natural resources industry could harm our reputation. Shortages of equipment and supplies may hinder our ability to carry out operations. We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit, or increase the cost of, production. Risks Related to our Common Shares We have never paid nor do intend to pay dividends in the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Common Shares. We have not paid any dividends on our Common Shares to date. Investors in our Common Shares cannot expect to receive a dividend in the foreseeable future, if at all. Accordingly, it is unlikely that investors will receive any return on their investment in our Common Shares other than through possible Common Share price appreciation. Future issuances of our Common Shares or securities convertible into, or exercisable or exchangeable for, our Common Shares, could cause the market price of our Common Shares to decline and would result in dilution of your holdings. Future issuances of our Common Shares or securities convertible into, or exercisable or exchangeable for, our Common Shares, could cause the market price of the Common Shares to decline. In addition to the foregoing, as of the date hereof, we have outstanding options to purchase up to 858,000 Common Shares, underlying stock options with a weighted-average exercise price of $3.89 per share, and warrants to purchase up to 2,916,500 Common Shares, of which 1,577,500 are exercisable at $1.00 per share and 1,339,000 are exercisable at $5.05 per share. As a result, some of our outstanding options and warrants are “in the money”. We cannot predict the effect, if any, of future issuances of our securities. In all events, future issuances of Common Shares would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of the Common Shares. We are an “emerging growth company,” and cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Common Shares less attractive to investors. We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we qualify as a “large accelerated filer”, which, in addition to certain other criteria, means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter or (ii) the date on which we have issued more than $1 billion in non-convertible debt securities during the prior three-year period. Absent the foregoing circumstances, we would cease to be an emerging growth company on the last day of the fiscal year following the date of the fifth anniversary of our first sale of common equity securities under an effective registration statement (please note that this Offering does not constitute a sale of securities under an effective registration statement). Finally, at any time we may choose to opt-out of the emerging growth company reporting requirements. If we choose to opt out, we will be unable to opt back in to being an emerging growth company. We cannot predict if investors will find our Common Shares less attractive because we may rely on these exemptions. If some investors find our Common Shares less attractive as a result, there may be a less active trading market for our Common Shares and the prices of our securities may be more volatile. 29 We are a “ smaller reporting company ,” and cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make our Common Shares less attractive to investors . For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies, such as providing only two years of audited financing statements. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. We cannot predict if investors will find the Common Shares less attractive because we may rely on these exemptions. If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common Shares and the prices of our securities may be more volatile. We may be a “passive foreign investment company” for the current taxable year and for one or more future taxable years, which may result in materially adverse U.S. federal income tax consequences for U.S. investors. If we are a passive foreign investment company (“PFIC”) for any taxable year, or portion thereof, that is included in the holding period of a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences To U.S. Holders” below) of our Common Shares, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and additional reporting requirements. We believe that we were classified as a PFIC for our taxable year ended December 31, 2024 and, based on the current composition of our income and assets, as well as current business plans and financial expectations, may be classified as a PFIC for our current and future taxable years. Any conclusion regarding PFIC status is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to change. In addition, even if we concluded we did not qualify as a PFIC, it is possible that the U.S. Internal Revenue Service (the “IRS”) could assert, and that a court could sustain, a determination that we are a PFIC. Accordingly, there can be no assurance that we will not be treated as a PFIC for any taxable year. Each holder of our Common Shares should consult its own tax advisors regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of such securities. Our Common Shares may become subordinate to future indebtedness or preferred shares, each with rights and preferences senior to our Common Shares. In the future, we may attempt to increase our capital resources by offering debt securities or preferred shares. Upon a potential bankruptcy or liquidation, holders of our debt securities or preferred shares, and lenders with respect to other borrowings we may make, may receive distributions of our available assets prior to any distributions being made to holders of our Common Shares. Because our decision to issue debt securities or preferred shares in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our Common Shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return they may be able to achieve from an investment in our Common Shares, upon bankruptcy or otherwise. The price of our Common Shares will be subject to market volatility. Our Common Shares are listed on the NYSE American under the trading symbol “JAGU”. We will have a limited trading history and may be considered a micro-cap or small-cap company. Securities of micro-cap and small-cap companies have experienced substantial price and volume volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved or the value of the underlying assets. These factors include macroeconomic developments and political environments in North America and globally and market perceptions of the attractiveness of particular industries. There is no assurance that the price of our Common Shares will be unaffected by any such volatility. The price of our Common Shares is also likely to be significantly affected by short-term changes in mineral and commodity prices or in our financial condition and results of operations as reflected in our financial statements. Other factors unrelated to our performance that may have an effect on the price of our Common Shares include: (i) the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow our securities; (ii) lessening in trading volume and general market interest in our securities may affect an investor’s ability to trade significant numbers of Common Shares; (iii) the size of our public float may limit the ability of some institutions to invest in our securities; (iv) a substantial decline in the price of our Common Shares that persists for a significant period of time could cause our securities, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity; and (v) the sale of securities by major shareholders. 30 As a result of any of these factors, the market price of our Common Shares at any given point in time may not accurately reflect our long-term value and our shareholders may experience capital losses as a result of their investment in us. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources. Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may limit a shareholder’s ability to buy and sell the Common Shares. FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. The FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy the Common Shares, which may have the effect of reducing the level of trading activity in the Common Shares. As a result, fewer broker-dealers may be willing to make a market in the Common Shares, reducing a shareholder’s ability to resell the Common Shares. We have broad discretion in the use of the net proceeds from our IPO and may not use them effectively. Our management will have broad discretion in the application of the net proceeds designated to fund our capital expenditures on our Properties, acquire additional acreage leaseholds, acquire additional producing properties and associated leaseholds, or for general corporate purposes, which are subject to change in the future. Accordingly, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds from our IPO in ways that holders of our Common Shares may not desire or that may not yield a significant return or any return at all. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may also invest the net proceeds from the IPO in a manner that does not produce income or that loses value. It may not be possible for foreign investors to enforce actions against us, and our directors and officers. We are a corporation organized under the laws of the Province of British Columbia, our direct subsidiaries are organized under the laws of the BVI and the Province of Ontario, and our indirect subsidiaries are incorporated under the laws of Colombia. All of our directors and executive officers reside outside of the United States, and are based in Canada, France, and Peru. Because all or a substantial portion of our assets and the assets of these persons are located outside of the United States, it may not be possible for foreign investors, including United States investors, to effect service of process from the United States upon us or those persons, or to realize in the United States upon judgments of United States courts predicted upon civil liabilities under the Exchange Act or other United States laws. Furthermore, it may not be possible to enforce against us foreign judgments obtained in courts outside of Canada based upon the civil liability provisions of the securities laws or other laws in those jurisdictions. Certain parties have the right to nominate directors to our board of directors, and their interests may conflict with ours or yours in the future. Pursuant to the Berlin Project SPA, (i) Green Shift has the right to cause one nominee to be appointed to our board of directors and (ii) following the completion of a Liquidity Event (including the IPO), Green Shift will have the right to have nominees of Green Shift appointed to our board of directors proportionate to the combined shareholdings of Green Shift, rounded down. For example, if Green Shift holds 25% of our outstanding Common Shares, then Green Shift will be entitled to have a number of nominees on our board of directors equal to 25% of the number of total directors of our board of directors, i.e., if we have seven Board members, Green Shift will be entitled to appoint one Board nominee. Additionally, pursuant to the IsoEnergy IRA, IsoEnergy has the right to nominate one director to our board of directors. As a result, Green Shift and IsoEnergy and their board nominees have, and will have the ability, to exercise material influence over key corporate decisions, including the appointment of our management, the entering into of mergers and similar transactions, sales of all or substantially all of our assets, and other extraordinary transactions. They may also affect amendments to our Articles and Bylaws. In these matters, the interests of each of Green Shift and IsoEnergy, may differ from or conflict with those of other investors. 31 Restrictions on Common Share transfers and issuances may limit shareholder flexibility and control. The terms and conditions of a Unanimous Shareholders’ Agreement, dated March 1, 2023, among us and each of our current shareholders party thereto (the “Shareholders’ Agreement”), impose certain restrictions and grant certain rights related to the sale, transfer, or disposition of our Common Shares, which may affect shareholder flexibility and control. These provisions include: (1) a right of first refusal that requires any shareholder that is a party to the Shareholder’s Agreement and wishes to transfer their Common Shares to first offer them to us and then to the other shareholders party to the Shareholders’ Agreement, who have the right to purchase the Common Shares on the same terms, which could deter potential buyers and make it more difficult for a third party to acquire a controlling interest; (2) a requirement that shareholders party to the Shareholder’s Agreement holding 60% or more of the Common Shares approve any increase or alteration in our issued or authorized capital, such as issuing new Common Shares or creating new share classes, which may limit our ability to raise capital through the issuance of additional Common Shares; and (3) drag-along rights permitting shareholders party to the Shareholder’s Agreement Shareholders holding 75% or more of the Common Shares to compel other shareholders to sell their Common Shares in the event of a proposed sale to a third party. While these drag-along rights facilitate certain transactions, they could force minority shareholders to sell their Common Shares on terms they do not control. These provisions may discourage or delay potential acquisition offers or other corporate transactions that might otherwise benefit minority shareholders. However, the Shareholders’ Agreement will terminate upon certain events, including (i) written consent from our board of directors and approval from at least 60% of voting shareholders party to the Shareholders’ Agreement, (ii) our dissolution or bankruptcy, or (iii) the completion of a public offering of our Common Shares. Therefore, the Shareholders’ Agreement has terminated upon completion of the initial public offering in accordance with its terms.