What changed in this filing

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Item 1A. Risk Factors

2024-04-18 compared with 2023-07-17 · 152 added, 127 removed, 470 unchanged (37% of the section changed)

17 unchanged sentences

We cannot provide any assurance that we will be able to continue as a going concern.

Uncontrollable events like the COVID-19 pandemic may negatively

impact our operations.

The occurrence of an uncontrollable event such

as the COVID-19 pandemic may negatively affect our operations.

A pandemic typically results in social distancing, travel bans and quarantine,

and this may limit access to our facilities, customers, management, support staff and professional advisors.

These factors, in turn, may

not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate

the impact of this event.

Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.

We have no history of and limited experience

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Our management may not be fully aware of many of the specific requirements related to working within this industry.

Their decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly

Their decisions and choices may not consider standard engineering or managerial approaches mineral exploration companies commonly use.

Our operations, earnings and ultimate financial success could suffer due to our management’s limited experience in this industry.

As a result, we would be subject to all of the risks associated with establishing a new mining operation and business enterprise.

As a result, we would be subject to all the risks associated with establishing a new mining operation and business enterprise.

never successfully establish mining operations, and any such operations may not achieve profitability.

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our properties.

In order to demonstrate the existence of proven

or probable reserves under SEC guidelines, it would be necessary for us to advance the exploration of our Properties by significant additional

delineation drilling to demonstrate the existence of sufficient mineralized material with satisfactory continuity which would provide

the basis for a feasibility study which would demonstrate with reasonable certainty that the mineralized material can be economically

extracted and produced.

We do not have sufficient data to support a feasibility study with regard to the Properties, and in order to perform

the drill work to support such feasibility study, we must obtain the necessary permits and funds to continue our exploration efforts.

It is possible that, even after we have obtained sufficient geologic data to support a feasibility study on the Properties, such study

will conclude that none of the identified mineral deposits can be economically and legally extracted or produced.

If we cannot adequately

confirm or discover any mineral reserves of precious metals on the Properties, we may not be able to generate any revenues.

discover mineral reserves on the Properties in the future that can be economically developed, the initial capital costs associated with

development and production of any reserves found is such that we might not be profitable for a significant time after the initiation of

any development or production.

The commercial viability of a mineral deposit once discovered is dependent on a number of factors beyond

our control, including particular attributes of the deposit such as size, grade and proximity to infrastructure, as well as metal prices.

In addition, development of a project as significant as the ones we might be planning will likely require significant debt financing,

the terms of which could contribute to a delay of profitability.

The exploration of mineral properties is highly

speculative in nature, involves substantial expenditures and is frequently non-productive.

To demonstrate the existence of proven or probable

reserves under SEC guidelines, it would be necessary for us to advance the exploration of our properties by significant drilling to demonstrate

the existence of sufficient mineralized material with satisfactory continuity which would provide the basis for a feasibility study which

would demonstrate with reasonable certainty that the mineralized material can be economically extracted and produced.

We do not have sufficient

data to support a feasibility study regarding the Properties, and to perform the drill work to support such feasibility study, we must

obtain the necessary permits and funds to continue our exploration efforts.

It is possible that, even after we have obtained

sufficient geologic data to support a feasibility study on the Properties, such study will conclude that none of the identified mineral

deposits can be economically and legally extracted or produced.

If we cannot adequately confirm or discover any mineral reserves of precious

metals on the Properties, we may not be able to generate any revenues.

Even if we discover mineral reserves on the Properties in the future

that can be economically developed, the initial capital costs associated with development and production of any reserves found is such

that we might not be profitable for a significant time after the initiation of any development or production.

The commercial viability

of a mineral deposit once discovered is dependent on several factors beyond our control, including attributes of the deposit such as size,

grade, and proximity to infrastructure, as well as metal prices.

In addition, development of a project as significant as the ones we might

be planning will likely require significant debt financing, the terms of which could contribute to a delay of profitability.

The exploration of mineral properties is highly speculative in nature,

involves substantial expenditures and is frequently non-productive.

Mineral exploration is highly speculative in nature

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direct and indirect impacts of the Properties are evaluated and based on which potential mitigation measures would be proposed.

Properties were found to significantly adversely impact the baseline conditions, we could incur significant additional costs to avoid

Properties were found to impact the baseline conditions significantly adversely, we could incur significant additional costs to avoid

or mitigate the adverse impact, and delays in the development of Properties could result.

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resources, operational experience, and technical capabilities than we do.

Increased competition could adversely affect our ability to attract

necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

We may also encounter

increasing competition from other mining companies in our efforts to locate acquisition targets, hire experienced mining professionals

and acquire exploration resources.

Increased competition could adversely affect our ability to

attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

also encounter increasing competition from other mining companies in our efforts to locate acquisition targets, hire experienced mining

professionals and acquire exploration resources.

Our future success is subject to risks inherent in the mining industry.

Our future mining operations, if any, would be

subject to all of the hazards and risks normally incident to developing and operating mining properties.

subject to all the hazards and risks normally incident to developing and operating mining properties.

These risks include:

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political and economic conditions.

The aggregate effect of these factors on metals

prices is impossible for us to predict.

Decreases in metals prices could adversely affect our ability to finance the exploration and development

of our properties, which would have a material adverse effect on our financial condition and results of operations and cash flows.

can be no assurance that metals prices will not decline.

The aggregate effect of these factors on metals prices is impossible

for us to predict.

Decreases in metals prices could adversely affect our ability to finance the exploration and development of our properties,

which would have a material adverse effect on our financial condition and results of operations and cash flows.

There can be no assurance

that metals prices will not decline.

The price of gold may decline in the future.

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Mining exploration and mining are subject to the

potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result

of mineral exploration and production.

Insurance against environmental risk (including potential liability for pollution or other hazards

as a result of the disposal of waste products occurring from exploration and production) is not generally available to us (or to other

companies in the minerals industry) at a reasonable price.

potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring because of mineral

exploration and production.

Insurance against environmental risk (including potential liability for pollution or other hazards because

of the disposal of waste products occurring from exploration and production) is not generally available to us (or to other companies in

the minerals industry) at a reasonable price.

Environmental regulations mandate, among other

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If we are unable to fully

remedy an environmental problem, it might be required to suspend operations or enter into interim compliance measures pending completion

of the required remedy.

remedy an environmental problem, it might be required to suspend operations or enter interim compliance measures pending completion of

the required remedy.

The environmental standards that may ultimately be imposed at a mine site impact the cost of remediation and may

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The costs and delays associated with such approvals could affect our operations, reduce our revenues, and negatively

affect our business as a whole.

affect our business.

Mining companies are required to seek governmental

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process could harm our results of operations.

Mineral exploration and development inherently involves significant

Mineral exploration and development inherently involve significant

and irreducible financial risks.

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Even if mineral deposits are found, such deposits may be

insufficient in quantity and quality to return a profit from production, or it may take a number of years until production is possible,

during which time the economic viability of the project may change.

insufficient in quantity and quality to return a profit from production, or it may take several years until production is possible, during

which time the economic viability of the project may change.

Few properties which are explored are ultimately developed into producing

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Once a mineral deposit is developed, whether it

will be commercially viable depends on a number of factors, including:

the particular attributes of the deposit, such as size, grade and

proximity to infrastructure;

will be commercially viable depends on several factors, including:

the attributes of the deposit, such as size, grade, and proximity to

infrastructure;

government regulations including taxes, royalties, and land tenure;

land use, importing and exporting of minerals

and environmental protection;

land use, importing and exporting of minerals and

environmental protection;

and mineral prices.

Factors that affect adequacy of infrastructure include:

reliability of roads, bridges,

power sources and water supply;

Factors that affect adequacy of infrastructure include reliability of roads, bridges, power

sources and water supply;

unusual or infrequent weather phenomena;

and government or other interference in the maintenance

or provision of such infrastructure.

All of these factors are highly cyclical.

The exact effect of these factors cannot be accurately

predicted, but the combination may result in not receiving an adequate return on invested capital.

and government or other interference in the maintenance or

provision of such infrastructure.

All these factors are highly cyclical.

The exact effect of these factors cannot be accurately predicted,

but the combination may result in not receiving an adequate return on invested capital.

Significant investment risks and operational

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many risks and is frequently unproductive.

If mineralization is discovered, it may take a number of years until production is possible,

during which time the economic viability of the project may change.

If mineralization is discovered, it may take several years until production is possible, during

which time the economic viability of the project may change.

Development projects may have no operating history

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Development project items such as estimates of reserves,

metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data, obtained from a limited

number of drill holes and other sampling techniques, and feasibility studies.

Estimates of cash operating costs are then derived based

upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of metals

from the ore, comparable facility and equipment costs, anticipated climate conditions and other factors.

As a result, actual cash operating

costs and economic returns of any and all development projects may materially differ from the costs and returns estimated, and accordingly,

our financial condition and results of operations may be negatively affected.

metal recoveries and cash operating costs are largely based upon the interpretation of geologic data, obtained from a limited number of

drill holes and other sampling techniques, and feasibility studies.

Estimates of cash operating costs are then derived based upon anticipated

tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of metals from the ore,

comparable facility and equipment costs, anticipated climate conditions and other factors.

As a result, actual cash operating costs and

economic returns of all development projects may materially differ from the costs and returns estimated, and accordingly, our financial

condition and results of operations may be negatively affected.

Our failure to satisfy the financial commitments

under the agreements controlling our rights to explore on our current prospects could result in our loss of those potential opportunities.

We hold all of our mineral interests under agreements

We hold all our mineral interests under agreements

and commitments that require ongoing financial obligations, including work commitments.

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The costs and delays associated with such approvals could affect our operations, reduce our revenues, and negatively

affect our business as a whole .

affect our business .

Mining companies are required to seek governmental

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increase in the future.

In particular, we are required to include the management report on internal control as part of our annual reports

pursuant to Section 404 of SOX.

We have evaluated our internal control systems in order (i) to allow management to report on our internal

controls, as required by these laws, rules and regulations, (ii) to provide reasonable assurance that our public disclosure will be accurate

and complete, and (iii) to comply with the other provisions of Section 404 of SOX.

We are required to include the management report on internal control as part of our annual reports pursuant to

Section 404 of SOX.

We have evaluated our internal control systems in order (i) to allow management to report on our internal controls,

as required by these laws, rules and regulations, (ii) to provide reasonable assurance that our public disclosure will be accurate and

complete, and (iii) to comply with the other provisions of Section 404 of SOX.

We cannot be certain as to the timing of the completion

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by their negligence, poor judgment, or other circumstances.

The indemnification provisions may require us to use our assets to defend our

directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

The indemnification provisions may require us to use our assets to defend

our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

The Company is subject to extensive government regulations and permit

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Company’s properties are affected to varying degrees by political stability and government regulations relating to such matters

as environmental protection, health, safety and labour, mining law reform, restrictions on production, price controls, tax increases,

maintenance of claims, tenure, and expropriation of property.

Failure to comply with applicable laws and regulations may result in fines

or administrative penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing

operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in the

Company incurring significant expenditures.

as environmental protection, health, safety and labor, mining law reform, restrictions on production, price controls, tax increases, maintenance

of claims, tenure, and expropriation of property.

Failure to comply with applicable laws and regulations may result in fines or administrative

penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations or

requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in the Company incurring

significant expenditures.

The activities of the Company require licenses

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and results of operations.

We are not insured against all possible losses

that could result from our mineral project development activities, including the operation of heavy equipment, and we may not be able

to defend against lawsuits or pay judgments rendered against us in connection with such activities.

We do not currently insure against all the risks

and hazards of mineral exploration, development and mining operations.

Our business is subject to a number of risks and hazards generally,

including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground

or slope failures, cave-ins, changes in the regulatory environment, natural phenomena such as inclement weather conditions, floods and

Such occurrences could result in damage to our mineral properties or facilities, personal injury or death, environmental

damage to our properties or the properties of third parties, delays in the ability to undertake exploration, monetary losses and possible

legal liability for any of the foregoing.

Although we may maintain insurance to protect

against certain risks in amounts that we consider reasonable, such insurance will not cover all risks associated with our activities.

We may be unable to maintain insurance to cover certain of these risks at economically feasible premiums or at all.

Insurance coverage

may not continue to be available or may not be adequate to cover any resulting liability.

Losses from these events may cause us to incur

significant costs that could have a material adverse effect upon our financial performance and results of operations.

We rely on information technology systems which

are subject to disruption, damage, failure and other risks.

Information technology systems are essential to

the conduct of our business.

Our information technology systems, and the systems of any third parties that we may rely on in the future,

are subject to disruption, damage or failure due to computer viruses, security breaches, cyberattacks, natural disasters, design defects

and other risks.

Cyberattacks, in particular, are sophisticated and continue to evolve, and may include, but are not limited to, malicious

software, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions

in our systems or the systems of third parties that we rely on, unauthorized releases of confidential or otherwise protected information

or the corruption of data.

Given the ongoing and evolving nature of cyber threats and the unpredictability as to the timing, nature and

scope of information technology disruptions, we or the third party vendors we rely on may be subject to operational delays, the compromising

of confidential or otherwise protected information, the destruction or corruption of data, other security breaches, improper use of our

systems and networks, or financial losses from remedial actions relating to any of the foregoing, any of which could have a material adverse

effect on our business, financial condition, results of operations or prospects.

Increasing attention to environmental, social,

and governance, or ESG, matters may impact our business.

Increasing attention to ESG matters,

including those related to climate change and sustainability, and increasing societal, investor and legislative pressure on companies

to address ESG matters may result in increased costs, increased investigations and litigation or threats thereof, negative impacts

on our access to capital markets, and damage to our reputation.

Increasing attention to climate change, for example, may result in additional

governmental investigations and private litigation, or threats thereof, against us.

In addition, some organizations that provide information

to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters,

including climate change and climate-related risks.

Such ratings are used by some investors to inform their investment and voting

Unfavorable ESG ratings may lead to negative investor sentiment towards us and to the diversion of investment to

other industries, which could have a negative impact on our access to and costs of capital.

Additionally, evolving expectations on various ESG matters,

including biodiversity, waste, and water, may increase costs, require changes in how we operate and lead to negative stakeholder sentiment.

Risks Related to Our Stock

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There is currently an illiquid market for our

common shares, and shareholders may be unable to sell their shares for an indefinite period of time.

common shares, and shareholders may be unable to sell their shares for an indefinite period.

There is presently an illiquid market for our

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We have not applied to have our shares listed

on any stock exchange or on the NASDAQ Capital Market, and we do not plan to do so in the foreseeable future.

The OTC market for securities

has experienced extreme price and volume fluctuations during certain periods.

These broad market fluctuations and other factors, such

as commodity prices and the investment markets generally, as well as economic conditions and quarterly variations in our results of operations,

may adversely affect the market price of our common stock and make it more difficult for investors to sell their shares.

Trading in our securities is on the OTC.QB which

is an electronic trading platform established for securities that do not meet NASDAQ listing requirements.

As a result, investors will

find it substantially more difficult to dispose of our securities.

on a major stock exchange such as NASDAQ, and we do not plan to do so in the foreseeable future.

The OTC market for securities has experienced

extreme price and volume fluctuations during certain periods.

These broad market fluctuations and other factors, such as commodity prices

and the investment markets generally, as well as economic conditions and quarterly variations in our results of operations, may adversely

affect the market price of our common stock and make it more difficult for investors to sell their shares.

Trading in our securities is on the OTC PINK MARKET

which is an electronic trading platform established for securities that do not meet NASDAQ listing requirements.

As a result, investors

will find it substantially more difficult to dispose of our securities.

Investors may also find it difficult to obtain accurate information

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impact a public trading market for our common stock.

All of the shares of common stock that were distributed

All the shares of common stock that were distributed

under the Athena spin-off dividend are free-trading shares.

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under the Securities Act.

All of such shares will be "restricted securities" as defined by Rule 144 ("Rule 144") under

All such shares will be “restricted securities” as defined by Rule 144 (“Rule 144”) under

the Securities Act and cannot be resold without registration except in reliance on Rule 144 or another applicable exemption from registration.

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perception that such sales may occur, could adversely affect the then prevailing market price of the common stock.

Owners of our common stock are subject to the “penny stock”

Owners of our common stock are subject to the “penny

stock” rules.

Since our shares are not listed on a national

stock exchange or quoted on the Nasdaq Market within the United States, trading in our shares on the OTC market is subject to the extent

the market price for our shares is less than $5.00 per share, to a number of regulations known as the "penny stock rules".

the market price for our shares is less than $5.00 per share, to several regulations known as the “penny stock rules”.

The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer

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by their negligence, poor judgment, or other circumstances.

The indemnification provisions may require us to use our assets to defend our

directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Risk Factors Related to the COVID-10 Pandemic

An occurrence of an uncontrollable event such

as the COVID-19 pandemic may negatively affect our operations.

The occurrence of an uncontrollable event such as the COVID-19 pandemic

may negatively affect our operations.

A pandemic typically results in social distancing, travel bans and quarantine, and this may limit

access to our facilities, customers, management, support staff and professional advisors.

These factors, in turn, may not only impact

our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact

of this event.

Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.

UNRESOLVED STAFF COMMENTS.

Mining Properties

Descriptions of our mining properties are contained in the Business

discussion in this Report.

LEGAL PROCEEDINGS

REMOVED AND RESERVED

The indemnification provisions may require us to use our assets to defend

our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

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