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Item 1A. Risk Factors

2026-03-31 compared with 2025-03-31 · 270 added, 347 removed, 275 unchanged (69% of the section changed)

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Risks Related to our Business.

Due to our history of operating losses our

auditors are uncertain that we will be able to continue as a going concern.

Due to our history of operating losses our auditors

are uncertain that we will be able to continue as a going concern.

Our financial statements have been prepared assuming

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

We have no history of and limited experience

in mineral production .

We have no history of and limited experience in

producing gold or other metals.

In addition, our management has limited technical training and experience with exploring for, starting

and/or operating a mine.

mineral production .

We have no history of and limited experience in producing

gold or other metals.

In addition, our management has limited technical training and experience with exploring for, starting and/or operating

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 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 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.

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 the risks associated with establishing a new mining operation and business enterprise.

We may never successfully

establish mining operations, and any such operations may not achieve profitability.

We have no proven or probable reserves .

We are currently in the exploration stage and

have no proven or probable reserves, as those terms are defined by the Securities and Exchange Commission (“SEC”) on any of

our properties.

We are currently in the exploration stage and have

no proven or probable reserves, as those terms are defined by the Securities and Exchange Commission (“SEC”) on any of our

To demonstrate the existence of proven or probable

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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

data to support a feasibility study regarding our 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.

sufficient geologic data to support a feasibility study on our 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 our properties, we may not be able to generate any revenues.

Even if we discover mineral reserves on

our 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.

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

The exploration of mineral properties is highly speculative in nature,

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design mining and processing facilities.

If we discover ore at the Properties, we expect

that it would be several additional years from the initial phases of exploration until production is possible.

If we discover ore at our properties, we expect that

it would be several additional years from the initial phases of exploration until production is possible.

During this time, the economic

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result in proven and probable reserves in sufficient quantities to justify commercial operations.

Even if our exploration efforts at the Properties

are successful, we may not be able to raise the funds necessary to develop the Properties.

If our exploration efforts at our prospects are

successful, of which there can be no assurance, our current estimates indicate that we may be required to raise substantial external financing

to develop and construct the mines.

Even if our exploration efforts at our properties

are successful, we may not be able to raise the funds necessary to develop our properties.

If our exploration efforts at our prospects are successful,

of which there can be no assurance, our current estimates indicate that we may be required to raise substantial external financing to

develop and construct mines.

Sources of external financing could include bank borrowings and debt and equity offerings, but financing

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as they become due or obtain necessary financing on acceptable terms, if at all, and we may not be able to secure the financing necessary

to begin or sustain production at the Properties.

Our failure to raise needed funding could also result in our inability to meet our future

royalty and work commitments under our mineral leases, which could result in a forfeiture of our mineral interest altogether and a default

under other financial commitments.

In addition, should we incur significant losses in future periods, we may be unable to continue as

a going concern, and we may not be able to realize our assets and settle our liabilities in the normal course of business at amounts reflected

in our financial statements included or incorporated herein by reference.

We may not be able to obtain permits required

for development of the Properties.

to begin or sustain production at our properties.

In addition, should we incur significant losses in future periods, we may be unable

to continue as a going concern, and we may not be able to realize our assets and settle our liabilities in the normal course of business

at amounts reflected in our financial statements.

We may not be able to obtain permits required for

development of our properties.

In the ordinary course of business, mining companies

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numerous jurisdictions and often involving public hearings and costly undertakings.

Our efforts to develop the Properties may also be

Our efforts to develop our properties may also be

opposed by environmental groups.

In addition, mining projects require the evaluation of environmental impacts for air, water, vegetation,

In addition, mining projects require the evaluation of environmental impacts on air, water, vegetation,

wildlife, cultural, historical, geological, geotechnical, geochemical, soil and socioeconomic conditions.

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Baseline environmental conditions are the basis on which

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

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

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.

Permits would also be required for, among other

things, storm-water discharge;

Permits would also be required for, among other things,

storm-water discharge;

wetland disturbance;

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septic and sewage;

and water rights appropriation.

In addition, compliance must be demonstrated with the Endangered Species Act and the National Historical

Preservation Act.

water rights appropriation.

In addition, compliance must be demonstrated with the Endangered Species Act and the National Historical Preservation

The mining industry is intensely competitive.

We may be at a competitive disadvantage because we must compete with other individuals and companies, many of which have greater financial

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.

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

professionals and acquire exploration resources.

be at a competitive disadvantage because we must compete with other individuals and companies, many of which have greater financial 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

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

Our future mining operations, if any, would be

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

Our future mining operations, if any, would be subject

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

These risks include:

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the risk of injury to persons, property, or the environment.

Our future profitability will be affected by changes in the prices

Our future profitability will be affected by changes in the prices of

If we establish reserves, and complete development

of a mine, our profitability and long-term viability will depend, in large part, on the market price of gold.

The market prices for metals

are volatile and are affected by numerous factors beyond our control, including:

of a mine, our profitability and long-term viability will depend, in large part, on the market price of copper and gold.

The market prices

for metals are volatile and are affected by numerous factors beyond our control, including:

global or regional consumption patterns;

supply of, and demand for, gold and other metals;

supply of, and demand for, gold and copper and other metals;

speculative activities;

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political and economic conditions.

The aggregate effect of these factors on metals prices is impossible

for us to predict.

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,

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that metals prices will not decline.

The price of gold may decline in the future.

the price of gold and silver is depressed for a sustained period, we may be forced to suspend operations until the prices increase, and

to record asset impairment write-downs.

The price of copper and gold may decline in the future.

If the price of gold or copper is depressed for a sustained period, we may be forced to suspend operations until the prices increase,

and to record asset impairment write-downs.

Any continued or increased net losses or asset impairments would adversely affect our financial

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We are subject to significant governmental regulations .

Our operations and exploration and development

activities are subject to extensive federal, state, and local laws and regulations governing various matters, including:

Our operations and exploration and development activities

are subject to extensive federal, state, and local laws and regulations governing various matters, including:

environmental protection;

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restrictions on or suspensions of any future operations and delays in the exploration of our properties.

Changes in mining or environmental laws could

increase costs and impair our ability to develop our properties .

Changes in mining or environmental laws could increase

costs and impair our ability to develop our properties .

From time to time the U.S.

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mining and environmental laws.

It remains unclear to what extent new legislation or regulations may affect existing mining

claims or operations.

The effect of any such revisions on our operations cannot be determined conclusively until such revision is enacted;

It remains unclear to what extent new legislation or regulations may affect mining claims

or operations.

The effect of any such revisions on our operations cannot be determined conclusively until any such revision is enacted;

however, such legislation could materially increase costs on properties located on federal lands, such as ours, and such revision could

also impair our ability to develop the Properties and to explore and develop other mineral projects.

Compliance with environmental regulations and litigation based on

environmental regulations could require significant expenditures.

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 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

things, the maintenance of air and water quality standards and land reclamation.

also impair our ability to develop our properties and to explore and develop other mineral projects.

Compliance with environmental regulations and litigation based on environmental

regulations could require significant expenditures.

Mining exploration and mining are subject to the potential

risks and liabilities associated with pollution of the environment and the disposal of waste products as a result 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 things,

the maintenance of air and water quality standards and land reclamation.

They also set forth limitations on the generation, transportation,

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a heightened degree of responsibility for companies and their officers, directors, and employees.

To the extent we are subject to environmental

liabilities, the settlement of such liabilities or the costs that we may incur to remedy environmental pollution would reduce funds otherwise

available to us and could have a material adverse effect on our financial condition and results of operations.

If we are unable to fully

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

exceed the financial accruals that have been made for such remediation.

The potential exposure may be significant and could have a material

adverse effect on our financial condition and results of operations.

Moreover, governmental authorities and private

parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts

of our operations, which could lead to the imposition of substantial fines, remediation costs, penalties, and other civil and criminal

Substantial costs and liabilities, including for restoring the environment after the closure of mines, are inherent in our

proposed operations.

To the extent we are subject to environmental liabilities,

the settlement of such liabilities or the costs that we may incur to remedy environmental pollution would reduce funds otherwise available

to us and could have a material adverse effect on our financial condition and results of operations.

If we are unable to fully remedy

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

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

accruals that have been made for such remediation.

The potential exposure may be significant and could have a material adverse effect

on our financial condition and results of operations.

Moreover, governmental authorities and private parties

may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of

our operations, which could lead to the imposition of substantial fines, remediation costs, penalties, and other civil and criminal sanctions.

Substantial costs and liabilities, including those required for restoring the environment after the closure of mines, are inherent in

our proposed operations.

Some mining wastes are currently exempt to a limited

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The Company considers the current proposed federal

legislation relating to climate change and its potential enactment may have future impacts to the Company’s operations in the United

In addition, there are numerous legislative and

regulatory proposals related to climate change, including legislation pending in the U.S.

Congress to require reductions in greenhouse

gas emissions.

The Company has reviewed and considered current federal legislation relating to climate change and does not believe it

to have a material effect on its operations, however, additional regulation or requirements under any of these laws and regulations could

have a materially adverse effect upon the Company and its results of operations.

Compliance with CERCLA, the CWA and state environmental laws could

entail significant costs, which could have a material adverse effect on our operations.

legislation relating to climate change and its potential enactment may have future impacts to the Company’s operations.

In addition, there are numerous legislative and regulatory

proposals related to climate change, including legislation pending in the U.S.

Congress to require reductions in greenhouse gas emissions.

The Company has reviewed and considered current federal legislation relating to climate change and does not believe it to have a material

effect on its operations, however, additional regulation or requirements under any of these laws and regulations could have a materially

adverse effect upon the Company and its results of operations.

Compliance with CERCLA, the CWA and state environmental laws could entail

significant costs, which could have a material adverse effect on our operations.

In the context of environmental permits, including

the approval of reclamation plans, we must comply with standards and regulations which entail significant costs and can entail significant

Such costs and delays could have a dramatic impact on our operations.

Such costs and delays could have a material impact on our operations.

There is no assurance that future changes in environmental

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We intend to fully comply with all applicable environmental regulations.

We are required to obtain government permits to

begin new operations.

The acquisition of such permits can be materially impacted by third party litigation seeking to prevent the issuance

of such permits.

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

affect our business.

Mining companies are required to seek governmental

permits for the commencement of new operations.

Obtaining the necessary governmental permits is a complex and time-consuming process involving

numerous jurisdictions and often involving public hearings and costly undertakings.

The duration and success of permitting efforts are

contingent on many factors that are out of our control.

The governmental approval process may increase costs and cause delays depending

on the nature of the activity to be permitted, and could cause us to not proceed with the development of a mine.

Accordingly, this approval

process could harm our results of operations.

Mineral exploration and development inherently involve significant

and irreducible financial risks.

Mineral exploration and development inherently

involve significant and irreducible financial risks.

We may suffer from the failure to find and develop profitable mineral deposits.

The exploration for and development of mineral

deposits involves significant financial risks, which even a combination of careful evaluation, experience and knowledge may not eliminate.

Unprofitable efforts may result from the failure to discover mineral deposits.

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 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

Mining companies rely on consultants and others for exploration, development, construction, and operating expertise.

The exploration for and development of mineral deposits

involves significant financial risks, which even a combination of careful evaluation, experience and knowledge may not eliminate.

efforts may result from the failure to discover mineral deposits.

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 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 mines.

Substantial expenditures are required to establish

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issuance and maintenance of necessary permits and receipt of adequate financing.

Once a mineral deposit is developed, whether it

will be commercially viable depends on several factors, including:

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

infrastructure;

Once a mineral deposit is developed, whether it 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.

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

costs are associated with our exploration activities.

These risks and costs may result in lower economic returns and may adversely affect

our business.

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 costs

are associated with our exploration activities.

These risks and costs may result in lower economic returns and may adversely affect our

Mineral exploration, particularly for gold, involves

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in our financial statements.

We are required to obtain government permits

to begin new operations.

The acquisition of such permits can be materially impacted by third party litigation seeking to prevent the issuance

of such permits.

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

affect our business .

Mining companies are required to seek governmental

permits for the commencement of new operations.

Obtaining the necessary governmental permits is a complex and time-consuming process involving

numerous jurisdictions and often involving public hearings and costly undertakings.

The duration and success of permitting efforts are

contingent on many factors that are out of our control.

The governmental approval process may increase costs and cause delays depending

on the nature of the activity to be permitted, and could cause us to not proceed with the development of a mine.

Accordingly, this approval

process could harm our results of operations.

Any of our future acquisitions may result in significant risks,

which may adversely affect our business .

An important element of our business strategy

is the opportunistic acquisition of operating mines, properties and businesses or interests therein within our geographical area of interest.

While it is our practice to engage independent mining consultants to assist in evaluating and making acquisitions, any mining properties,

or interests therein we may acquire may not be developed profitably or, if profitable when acquired, that profitability might not be sustained.

In connection with any future acquisitions, we may incur indebtedness or issue equity securities, resulting in increased interest expense,

Any of our future acquisitions may result in significant risks, which

may adversely affect our business .

An important element of our business strategy is the

acquisition of operating mines, properties and businesses or interests therein within our geographical area of interest.

While it is our

practice to engage independent mining consultants to assist in evaluating and making acquisitions, any mining properties, or interests

therein we may acquire may not be developed profitably or, if profitable when acquired, that profitability might not be sustained.

connection with any future acquisitions, we may incur indebtedness or issue equity securities, resulting in increased interest expense

or dilution of the percentage ownership of existing shareholders.

We cannot predict the impact of future acquisitions on the price of

our business or our common stock.

Unprofitable acquisitions, or additional indebtedness or issuances of securities in connection with

such acquisitions, may impact the price of our common stock and negatively affect our results of operations.

Our ability to find and acquire new mineral

properties is uncertain.

our common stock.

Unprofitable acquisitions, or additional indebtedness or issuances of securities in connection with such acquisitions,

may impact the price of our common stock and negatively affect our results of operations.

Our ability to find and acquire new mineral properties

is uncertain.

Accordingly, our prospects are uncertain for the future growth of our business.

Because mines have limited lives based on proven

and probable ore reserves, we may seek to replace and expand our future ore reserves, if any.

Identifying promising mining properties

is difficult and speculative.

Furthermore, we encounter strong competition from other mining companies in connection with the acquisition

of properties producing or capable of producing gold.

Because mines have limited lives based on proven and

probable ore reserves, we may seek to replace and expand our future ore reserves, if any.

Identifying promising mining properties is difficult

and speculative.

Furthermore, we encounter strong competition from other mining companies in connection with the acquisition of properties

producing or capable of producing gold.

Many of these companies have greater financial resources than we do.

Consequently,

we may be unable to replace and expand future ore reserves through the acquisition of new mining properties or interests therein on terms

we consider acceptable.

As a result, our future revenues from the sale of gold or other precious metals, if any, may decline, resulting

in lower income and reduced growth.

Consequently, we may be unable

to replace and expand future ore reserves through the acquisition of new mining properties or interests therein on terms we consider acceptable.

As a result, our future revenues from the sale of gold or other precious metals, if any, may decline, resulting in lower income and reduced

Corporate and securities laws and regulations are likely to increase

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of our evaluation, testing and remediation actions or the impact these may have on our operations.

Furthermore, there is no precedent

available by which to measure compliance adequacy.

If we are not able to implement the requirements relating to internal controls and

all other provisions of Section 404 in a timely fashion or achieve adequate compliance with these requirements or other requirements of

SOX, we might become subject to sanctions or investigation by regulatory authorities such as the SEC or FINRA.

Any such action may materially

adversely affect our reputation, financial condition, and the value of our securities, including our common stock.

SOX and these other

laws, rules and regulations have increased legal and financial compliance costs and have made our corporate governance activities more

difficult, time-consuming, and costly.

If we fail to maintain an effective system

of internal controls, we may not be able to accurately report our financial results or prevent fraud.

As a result, current and potential

shareholders could lose confidence in our financial reporting, this would harm our business and the trading price of our stock.

Effective internal controls are necessary for

us to provide reliable financial reports and effectively prevent fraud.

If we are not able to implement the

requirements relating to internal controls and all other provisions of Section 404 in a timely fashion or achieve adequate compliance

with these requirements or other requirements of SOX, we might become subject to sanctions or investigation by regulatory authorities

such as the SEC.

Any such action may materially adversely affect our reputation, financial condition, and the value of our securities,

including our common stock.

SOX and these other laws, rules and regulations have increased legal and financial compliance costs and have

made our corporate governance activities more difficult, time-consuming, and costly.

If we fail to maintain an effective system of internal

controls, we may not be able to accurately report our financial results or prevent fraud.

As a result, current and potential shareholders

could lose confidence in our financial reporting, this would harm our business and the trading price of our stock.

Effective internal controls are necessary for us to

provide reliable financial reports and effectively prevent fraud.

If we cannot provide financial reports or prevent fraud, our business

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financial information, which could have a negative effect on the trading price of our stock.

Nevada law and our by-laws protect our directors

from certain types of lawsuits.

Nevada law provides that our directors will not

be liable to us or our stockholders for monetary damages for all but certain types of conduct as directors.

Our by-laws require us to

indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed

The exculpation provisions may have the effect of preventing shareholders from recovering damages against our directors caused

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 Company is subject to extensive government regulations and permit

requirements.

Operations, development, and exploration on the

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

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

and permits from various governmental authorities.

The Company currently has been granted the requisite licenses and permits to enable

it to carry on its existing business and operations.

There can be no assurance that the Company will be able to obtain all the necessary

licenses and permits which may be required to carry out exploration, development, and mining operations for its projects in the future.

The Company might find itself in situations where the state of compliance with regulation and permits can be subject to interpretation

and challenge from authorities that could carry risk of fines or temporary stoppage.

Opposition of the Company’s exploration,

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Community support for operations is a

key component of a successful exploration or development project.

key component of a successful exploration or development of a project.

Various international and national laws, codes, resolutions, conventions,

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Any of these outcomes

could have a material adverse effect on the Company’s business, financial condition, results of operations and Common Share price.

The title to the Company’s properties could be challenged

Although the Company has or will receive title

opinions for any properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged

The Company has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore the

precise area and location of the properties may be in doubt.

The Company’s properties may be subject to prior unregistered agreements

or transfers, or native land claims and title may be affected by unidentified or unknown defects.

could have a material adverse effect on the Company’s business, financial condition, results of operations and price of the Company’s

common stock.

The title to the Company’s properties could be challenged or impugned.

Although the Company has or will receive title opinions

for any properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or

The Company has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore the precise

area and location of our properties may be in doubt.

The Company’s properties may be subject to prior unregistered agreements or

transfers, or native land claims and title may be affected by unidentified or unknown defects.

Title insurance is generally not available

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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.

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,

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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

damage to our properties or our 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.

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.

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.

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

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

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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.

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 decisions.

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,

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and adversely affect the market if it develops.

We have the authority to issue up to one billion

shares of common stock and 25 million shares of preferred stock and to issue options and warrants to purchase shares of our common stock,

without shareholder approval.

We have the authority to issue up to one billion shares

of common stock and 25 million shares of preferred stock and to issue options and warrants to purchase shares of our common stock, without

shareholder approval.

Future share issuances are likely due to our need to raise additional working capital in the future.

future issuances will likely result in dilution to our shareholders.

In addition, we could issue large blocks of our common stock to fend

off unwanted tender offers or hostile takeovers without further shareholder approval, which would not only result in further dilution

to investors in this offering but could also depress the market value of our common stock, if a public trading market develops.

We may issue preferred stock that would have

rights that are preferential to the rights of our common stock that could discourage potentially beneficial transactions to our common

shareholders.

An issuance of shares of preferred stock could

result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation

over our common stock and could, upon conversion or otherwise, have all of the rights of our common stock.

Our Board of Directors’

authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through

merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.

The issuance of preferred

stock could impair the voting, dividend, and liquidation rights of common stockholders without their approval.

There is currently an illiquid market for our

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

There is presently an illiquid market for our

common shares.

There is no assurance that a liquid market for our common shares will ever develop in the United States or elsewhere, or

that if such a market does develop that it will continue.

Over-the-counter stocks are subject to risks of high volatility

and price fluctuation.

We have not applied to have our shares listed

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

issuances will likely result in dilution to our shareholders.

In addition, we could issue large blocks of our common stock to fend off

unwanted tender offers or hostile takeovers without further shareholder approval, which would not only result in further dilution to investors

in this offering but could also depress the market value of our common stock, if a public trading market develops.

We may issue preferred stock that would have rights

that are preferential to the rights of our common stock that could discourage potentially beneficial transactions to our common shareholders.

An issuance of shares of preferred stock could result

in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over our

common stock and could, upon conversion or otherwise, have all of the rights of our common stock.

Our Board of Directors’ authority

to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender

offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.

The issuance of preferred stock could

impair the voting, dividend, and liquidation rights of common stockholders without their approval.

There is currently an illiquid market for our common

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

There is presently an illiquid market for our common

There is no assurance that a liquid market for our common shares will ever develop in the United States or elsewhere, or that

if such a market does develop that it will continue.

Over-the-counter stocks are subject to risks of high volatility and

price fluctuation.

We have not applied to have our shares listed on a

major stock exchange or 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

and quotations as to the price of our common stock.

Our stock price may be volatile and as a result,

shareholders could lose all or part of their investment.

The value of our shares could decline due to the impact of any of the following

factors upon the market price of our common stock:

Trading in our securities is on the OTCID 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 and

quotations as to the price of our common stock.

Our stock price may be volatile and as a result, shareholders

could lose all or part of their investment.

The value of our shares could decline due to the impact of any of the following factors upon

the market price of our common stock:

failure to meet operating budget;

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

In addition, in the future, we may offer and sell shares without registration

under the Securities Act.

In addition, in the future, we may offer and sell shares without

registration under the Securities Act.

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

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

registration.

Under Rule 144, our non-affiliates (who have not been affiliates within the past 90 days) can sell restricted shares held

for at least six months, subject only to the restriction that we made available public information as required by Rule 144 (which restriction

is not applicable after the shares have been held by non-affiliates for at least 12 months).

Our affiliates can sell restricted securities

after they have been held for six months, subject to compliance with manner of sale, volume restrictions, Form 144 filing and current

public information requirements.

No prediction can be made as to the effect, if

any, that future sales of restricted shares of common stock, or the availability of such common stock for sale, will have on the market

price of the common stock prevailing from time to time.

Sales of substantial amounts of such common stock in the public market, or the

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

144”) under the Securities Act and cannot be resold without registration except in reliance on Rule 144 or another applicable exemption

from registration.

Under Rule 144, our non-affiliates (who have not been affiliates within the past 90 days) can sell restricted shares

held for at least six months, subject only to the restriction that we made available public information as required by Rule 144 (which

restriction is not applicable after the shares have been held by non-affiliates for at least 12 months).

Our affiliates can sell restricted

securities after they have been held for six months, subject to compliance with manner of sale, volume restrictions, Form 144 filing and

current public information requirements.

No prediction can be made as to the effect, if any,

that future sales of restricted shares of common stock, or the availability of such common stock for sale, will have on the market price

of the common stock prevailing from time to time.

Sales of substantial amounts of such common stock in the public market, or the 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”

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 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

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 several regulations known as the “penny stock rules”.

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

with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and

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written agreement to the transaction.

To the extent these requirements may be applicable they will reduce the level of trading activity

in the secondary market for our shares and may severely and adversely affect the ability of broker-dealers to sell our shares, if a publicly

traded market develops.

These requirements may reduce the level of trading activity in the secondary market for our shares

and may severely and adversely affect the ability of broker-dealers to sell our shares, if a publicly traded market develops.

We do not expect to pay cash dividends in the foreseeable future.

Any return on investment may be limited to the value of our stock.

return on investment may be limited to the value of our stock.

We have never paid any cash dividends on any shares

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from certain types of lawsuits.

Nevada law provides that our directors will not

be liable to us or our stockholders for monetary damages for all but certain types of conduct as directors.

Our by-laws require us to

indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed

The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused

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.

Nevada law provides that our directors will not be

liable to us or our stockholders for monetary damages for all but certain types of conduct as directors.

Our by-laws require us to indemnify

our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law.

The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused 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.

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