What changed in this filing

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Item 1A. Risk Factors

2026-03-24 compared with 2025-03-06 · 32 added, 39 removed, 794 unchanged (8% of the section changed)

3 unchanged sentences

An investment in our securities involves risk.

You should carefully consider the following risk factors, in addition to those discussed elsewhere in this report, in evaluating our Company, its business, its industry and prospects.

You should carefully consider the following risk factors and those discussed elsewhere in this report, in evaluating our Company, its business, its industry and prospects.

The risks described below are not the only ones facing us.

9 unchanged sentences

We need additional capital, which may not be available on acceptable terms or at all, to continue as a going concern and for investing in our business and to finance acquisitions and other strategic transactions.

If we are unable to generate cash flows from our planned operating activities in our Fuels and Metals Segments, then it is unlikely that the cash generated from our Strategic Investments Segment will suffice as a source of the liquidity necessary for anticipated working capital requirements.

If we are unable to generate cash flows from our planned operating activities in our Metals Segment, then it is unlikely that the cash generated from our Strategic Investments Segment will suffice as a source of the liquidity necessary for anticipated working capital requirements.

There is no assurance that the Company’s initiatives to improve its liquidity and financial position will be successful, including increasing and maintaining a sufficient quantity of authorized common stock available for raising equity capital.

3 unchanged sentences

We have a limited operating history.

The success of our Company is significantly dependent on the completion of uncertain future events, including the financing, development, permitting, construction, commissioning, start-up, and initiation of sustainable throughput of our planned lignocellulosic fuels and renewable electrification metals production facilities, the discovery and exploitation of mineralized materials on our properties, selling the rights to exploit those materials, and/or commercializing our other diversified production and processing activities.

The success of our Company is significantly dependent on the completion of uncertain future events, including the financing, development, permitting, construction, commissioning, start-up, and initiation of sustainable throughput of renewable electrification metals production facilities, the discovery and exploitation of mineralized materials on our properties, selling the rights to exploit those materials, and/or commercializing our other diversified production and processing activities.

If our business plan is not successful and we are not able to operate profitably, then our securities may become worthless, and investors may lose all of their investment in our Company.

40 unchanged sentences

The petroleum industry is strongly opposed to the RFS II and can be expected to continue to press for changes both in the RFS II itself and in the way that it is administered by the EPA.

For 2024, the advanced biofuel RVO has been set at 6.54 billion gallons.

Congress could repeal, curtail or otherwise change the RFS II program in a manner adverse to us.

269 unchanged sentences

Unless we can release products and sell services that meet a significant market demand, we will not be able to improve our financial condition or the results of our future operations.

Product defects or problems with integrating our products with other vendors ’ products may seriously harm our business and reputation.

Product defects or problems with integrating our and other products may seriously harm our business and reputation.

We plan to produce complex products that may contain latent defects or performance problems.

23 unchanged sentences

The success of these plans depends on the market prices and demand for the purchase of such investments and assets.

We may not be able to generate sufficient funds from the sale of these investments and assets to pay off our indebtedness or offset our other liquidity needs.

We may not be able to generate sufficient funds from the sale of these investments and assets to pay off our indebtedness we may incur or offset our other liquidity needs.

Our ability to sell one or more of our investments or assets in response to changing economic, financial and investment conditions may be limited.

140 unchanged sentences

We face risks to our business and proprietary confidential information due to the use of artificial intelligence systems.

Our employees utilize third-party artificial intelligence ("AI") tools and services—such as ChatGPT, Grok, Microsoft Copilot, and similar solutions—through the Company’s paid accounts with such tools and services to assist with coding, content creation, data analysis, and other business functions.

Our employees utilize third-party AI tools and services—such as ChatGPT, Grok, Microsoft Copilot, and similar solutions—through the Company’s paid accounts with such tools and services to assist with coding, content creation, data analysis, and other business functions.

The use of these AI-driven technologies presents inherent risks.

31 unchanged sentences

Any violation of these regulations by us, could result in significant fines and harm our customers’ confidence in the RINs we issue, either of which could have a material adverse effect on our business.

Our ability to execute our strategic plans depends upon our success in obtaining a variety of required governmental approvals that may be opposed by third parties.

Our ability to execute our strategic plans often depend upon our success in obtaining required governmental approvals that may be opposed by third parties.

We do not possess all of the governmental approvals necessary to conduct the full extent of the operations contemplated by our strategic plan.

17 unchanged sentences

Any submission or significant modification to a plan of operations may also require the completion of an environmental assessment or Environmental Impact Statement prior to approval.

Because our land holdings are within the Carson River Mercury Superfund Site, our operations are subject to certain soil sampling and potential remediation requirements, which may result in added costs and delays;

Because certain of our land holdings are within the Carson River Mercury Superfund Site, our operations are subject to certain soil sampling and potential remediation requirements, which may result in added costs and delays;

and we are also potentially subject to further costs as the result of on-going government investigation and future remediation decisions.

86 unchanged sentences

We have and may continue to pursue investments in other companies, acquisitions, divestitures, business combinations or other transactions with other companies, involving our properties or new properties, which could harm our operating results, may disrupt our business and could result in unanticipated accounting charges.

We have made, and could make in the future, investments in other companies, including privately-held companies in a development stage, including Green Li-ion and most recently RenFuel.

We have made, and could make in the future, investments in other companies, including privately-held companies in a development stage, including Green Li-ion and most recently RenFuel IP.

Many of these equity investments in private companies are inherently risky because the companies’ businesses may never develop, and we may incur losses related to these investments.

105 unchanged sentences

In addition, charges of this nature may cause the Company to be unable to obtain future financing on favorable terms or at all.

Diversity in application of accounting literature in the mining and renewable industries may impact our reported financial results.

Diversity in application of accounting literature in our industries may impact our reported financial results.

The mining industry has limited industry-specific accounting literature and, as a result, we understand diversity in practice exists in the interpretation and application of such literature to mining-specific issues.

9 unchanged sentences

Failure to execute any or all of our strategic plan could have a material adverse effect on our financial condition, results of operations, and cash flows.

Our indebtedness and payment obligations could adversely affect our operations, financial condition, cash flow, and operating flexibility.

Our outstanding indebtedness and lease payment obligations, and the covenants contained in our debt agreements and documents governing such obligations could have a material adverse effect on our operations and financial condition.

The size and terms of certain of our agreements limits our ability to obtain additional debt financing to fund future working capital, acquisitions, capital expenditures, engineering and product development costs, and other general corporate requirements.

Our lease payment obligations could adversely affect our operations, financial condition, cash flow, and operating flexibility.

Our outstanding lease payment obligations, and the covenants contained in the documents governing such obligations could have a material adverse effect on our operations and financial condition.

The size and terms of certain of our lease agreements may limit our ability to obtain financing to fund future working capital, acquisitions, capital expenditures, engineering and product development costs, and other general corporate requirements.

Other consequences for our operations could include:

making it more difficult for us to satisfy our obligations with respect to our other indebtedness, which could in turn result in an event of default on such other indebtedness;

impairing our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;

requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;

requiring us to dedicate a substantial portion of our cash flow from operations to lease payments and related occupancy costs, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

placing us at a competitive disadvantage compared to our competitors that have proportionately less debt.

Our ability to make required payments of principal and interest on our debt will depend on our future performance and the other cash requirements of our business.

placing us at a competitive disadvantage compared to our competitors that have proportionately lower fixed lease commitments.

Our ability to make required minimum rent and other amounts due under our leases will depend on our future performance and the other cash requirements of our business.

Our performance is subject to general economic, political, financial, competitive, and other factors that are beyond our control in addition to challenges that are unique to the Company.

We cannot provide any assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available in an amount sufficient to enable us to service our indebtedness and lease obligations.

Our debt and lease agreements contain certain restrictive covenants and customary events of default.

These restrictive covenants limit our ability to take certain actions, such as, among other things:

make restricted payments;

incur additional debt and issue certain preferred stock;

create liens;

engage in mergers or consolidations or transfer all or substantially all of our assets;

make certain dispositions and transfers of assets;

place limitations on the ability of our restricted subsidiaries to make distributions;

enter into transactions with affiliates;

and guarantee indebtedness.

We cannot provide any assurance that our business will generate sufficient cash flow from operations or that additional financing or other sources of liquidity will be available in an amount sufficient to enable us to meet lease obligations.

Our lease agreements contain certain restrictive covenants and customary events of default.

One or more of these restrictive covenants may limit our ability to execute our preferred business strategy, take advantage of business opportunities, or react to changing industry conditions.

Upon an event of default, if not waived by our financing parties, our financing parties may declare all amounts outstanding as due and payable, which may cause cross-defaults under our other obligations.

If our current financing parties accelerate the maturity of our indebtedness or obligations, we may not have sufficient capital available at that time to pay the amounts due to our financing parties on a timely basis, and there is no guarantee that we would be able to repay, refinance, or restructure the payments on such debt and lease obligations.

Further, the financing parties would have the right to foreclose on certain of our assets, which could have a material adverse effect on our Company.

Upon an event of default, if not waived by our lessors, our lessors may exercise contractual and statutory remedies, including terminating one or more leases;

seeking to recover some or all remaining rent and other amounts (subject to mitigation, offsets, and present‑value discounting where applicable);

drawing on letters of credit or security deposits;

enforcing landlord liens;

or requiring us to vacate premises, which may cause cross-defaults under our other obligations.

If our current lessors pursue these remedies, we may not have sufficient capital available at that time to pay the amounts due on a timely basis, and there is no guarantee that we would be able to repay, refinance, or restructure the payments on such lease obligations.

Further, the lessors could exercise remedies against certain of our assets, including drawing on letters of credit or security deposits, enforcing statutory or contractual landlord liens, terminating our leases, or requiring us to vacate premises, which could have a material adverse effect on our Company.

The estimation of mineral reserves and mineral resources is imprecise and depends on subjective factors.

5 unchanged sentences

The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation, judgment and experience.

Assumptions about gold and silver market process are subject to great uncertainty as those prices fluctuate widely.

Assumptions about gold and silver market prices are subject to great uncertainty as those prices fluctuate widely.

Declines in the market prices of gold or silver may render mineral reserves and mineral resources containing relatively lower grades of mineralization uneconomic to exploit, and we may be required to reduce mineral reserve and mineral resource estimates, discontinue development at one or more of our properties or write down assets as impaired.

6 unchanged sentences

Risk Management and Strategy

As part of our operational risk management strategy, led by our chief operating officer, we have implemented processes to assess, identify, and manage material risks facing the Company, including from cybersecurity threats.

As part of our operational risk management strategy, led by our chief financial officer, we have implemented processes to assess, identify, and manage material risks facing the Company, including from cybersecurity threats.

Components of this strategy includes the use of industry standard traffic monitoring tools, training users to detect, report, and prevent unusual behavior, and working with reputable service providers capable of ensuring their ability to operate with strategies equal to or better than our own.

9 unchanged sentences

The Audit and Finance Committee of the Board of Directors is responsible for the primary oversight of our information security programs, including relating to cybersecurity, and are integrated into the Company’s Cybersecurity Incident response process.

Our chief operating officer is responsible for reporting to the Audit and Finance Committee on our incident response plan, which includes an evaluation of cyber risks and threats, and notifies the Audit and Finance Committee of a cybersecurity threat.

Our chief financial officer is responsible for reporting to the Audit and Finance Committee on our incident response plan, which includes an evaluation of cyber risks and threats, and notifies the Audit and Finance Committee of a cybersecurity threat.

In the event of an incident, the Audit and Finance Committee reviews and approves the material incident disclosure plan and recommendation for determination of materiality using the guidelines approved by the Audit and Finance Committee.

1 unchanged sentence

Role of the Management

Our chief operating officer, together with our principal accounting officer, is responsible for the day-to-day management of our cybersecurity risks.

Our chief financial officer, together with our chief accounting officer, is responsible for the day-to-day management of our cybersecurity risks.

We have an incident response framework in place.

We use this incident response framework as part of the process we employ to keep our management and Board of Directors informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.

The framework is a set of coordinated procedures and tasks that our incident response team, under the direction of the chief operating officer, executes with the goal of ensuring timely and accurate resolution of cybersecurity incidents.

The chief operating officer activates the incident response plan to assess and mitigate a cybersecurity incident.

In the event of an incident, the chief operating officer and principal accounting officer consult with cybersecurity consultants and other involved parties to identify the undesirable effects of the cybersecurity incident and develop a material incident disclosure plan for review and approval by the Audit and Finance Committee.

The framework is a set of coordinated procedures and tasks that our incident response team, under the direction of the chief financial officer, executes with the goal of ensuring timely and accurate resolution of cybersecurity incidents.

The chief financial officer activates the incident response plan to assess and mitigate a cybersecurity incident.

In the event of an incident, the chief financial officer and chief accounting officer consult with cybersecurity consultants and other involved parties to identify the undesirable effects of the cybersecurity incident and develop a material incident disclosure plan for review and approval by the Audit and Finance Committee.

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

What changed 10-K

Item 1A. Risk Factors