What changed in this filing

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Item 1A. Risk Factors

2023-02-23 compared with 2022-02-24 · 76 added, 81 removed, 172 unchanged (48% of the section changed)

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Operating Risks

We cannot be assured that the Mt Todd 2022 FS has, or future feasibility studies will, accurately forecast economic results.

We cannot be assured that the Mt Todd FS has, or future studies will, accurately forecast economic results.

Mt Todd is our principal asset.

Our ability to arrange financing to develop Mt Todd and our future profitability depend on the economic and technical feasibility of the Project as established through formal feasibility studies, such as the 2022 FS just completed.

There can be no assurance that the mining, comminution and gold recovery processes (including ore sorting), gold production rates, revenue, and capital and operating costs including taxes and royalties will not vary unfavorably from the estimates and assumptions included in the 2022 FS, or any future feasibility studies.

There can be no assurance that the mining, comminution, and gold recovery processes (including ore sorting), gold production rates, revenue, and capital and operating costs including taxes and royalties will not vary unfavorably from the estimates and assumptions included in the Mt Todd FS, or any future studies.

Mt Todd requires substantial capital investment, and we may be unable to raise sufficient capital on favorable terms or at all.

The construction and operation of Mt Todd will require significant capital.

Our ability to raise sufficient capital and/or secure a development partner on satisfactory terms, if at all, will depend on several factors, including the 2022 FS, acquisition of the requisite permits, macroeconomic conditions, and future gold prices.

Uncontrollable factors or other factors such as lower gold prices, unanticipated operating or permitting challenges, perception of environmental impact, or illiquidity in the debt or equity markets, including the cost of capital and other conditions of financing arrangements that impose restrictive covenants and security interests that may affect the Company’s ability to operate as intended and ultimately its ability to continue as a going concern, could impede our ability to finance Mt Todd on acceptable terms, or at all.

If we decide to construct the mine at Mt Todd, we will assume certain substantial reclamation obligations resulting in a material financial obligation.

Ongoing site costs, construction, operation and reclamation of Mt Todd will require significant capital.

Our ability to raise sufficient capital and/or secure a development partner or other form of transaction on satisfactory terms, if at all, will depend on several factors, including the Mt Todd FS or any future studies, applicable laws and regulations, acquisition of the requisite permits, macroeconomic conditions, and future gold prices.

Uncontrollable factors or other factors such as lower gold prices, unanticipated operating or permitting challenges, inability to secure a development partner or other form of transaction, actual and perceived environmental impacts, or illiquidity in the debt or equity markets, including the cost of capital and other conditions of financing arrangements that impose restrictive covenants and security interests that may affect the Company’s ability to operate as intended and ultimately its ability to continue as a going concern, could impede our ability to finance ongoing and future activities at Mt Todd on acceptable terms, or at all.

If we decide to construct the mine at Mt Todd, we will assume substantial reclamation obligations resulting in a material financial obligation.

The Mt Todd site was not reclaimed when the original mine closed.

Although we are not currently responsible for the reclamation of these historical disturbances, we will accept full responsibility for them if and when we make a decision to finance and construct the mine and provide notice to the NT Government of our intention to take over and assume the management, operation and rehabilitation of Mt Todd.

At such time, we will be required to provide a bond or other surety in a form and amount satisfactory to the NT Government (in whose jurisdiction Mt Todd is located) that would cover the prospective expense to reclaim the property.

In addition, the regulatory authorities may increase reclamation and bonding

requirements from time to time.

At such time, we will be required to provide a bond or other surety in a form and amount satisfactory to the NT Government that would cover the prospective expense to reclaim the Mt Todd property.

In addition, the regulatory authorities may increase reclamation and bonding requirements from time to time.

The satisfaction of these bonding requirements and continuing or future reclamation obligations will require a significant amount of capital.

There is no assurance that we will be able to provide an acceptable form of bond or other surety, or provide sufficient working capital to complete any required rehabilitation if and when such obligations are assumed by the Company.

There may be delays in the construction of Mt Todd.

Delays in commencing construction could result from factors such as availability and performance of engineering and construction contractors, suppliers, consultants, and employees;

Delays in commencing and completing construction could result from factors such as availability and performance of engineering and construction contractors, suppliers, consultants, and employees;

availability of required equipment;

delays in receiving any required approvals and authorizations;

and availability of capital.

Any delay in performance by any one or more of the contractors, suppliers, consultants, employees or other persons on which we depend, or lack of availability of required equipment, or delay or failure to receive required governmental approvals, or financing could delay or prevent commencement of construction at Mt Todd.

There can be no assurance of whether or when construction at Mt Todd will start or that the necessary personnel, equipment or supplies will be available to the Company if and when construction is started.

Any delay in performance by any one or more of the contractors, suppliers, consultants, employees or other persons on which we depend, or lack of availability of required equipment, or delay or failure to receive required governmental approvals or financing could delay, prevent commencement of, or interrupt construction at Mt Todd.

There can be no assurance of whether or when construction at Mt Todd will start, the duration of the construction period, or that the necessary personnel, equipment, supplies, or other resources will be available to the Company if and when construction is started.

Increased costs could impede our ability to become profitable.

Capital and operating costs at mining operations are subject to variation due to a number of factors, such as changing ore grade, changing metallurgy, and revisions to mine plans in response to changing commodity prices, additional drilling results and updated geologic interpretations.

In addition, costs are affected by the cost of capital, tax and royalty regimes, trade tariffs, the global cost of mining and processing equipment, commodity prices, and foreign exchange rates, as well as the costs of fuel, electricity, operating supplies, and appropriately skilled labor.

In addition, costs are affected by the cost of capital, tax and royalty regimes,

trade tariffs, the global cost of mining and processing equipment, commodity prices, and foreign exchange rates, as well as the costs of fuel, electricity, operating supplies, and appropriately skilled labor.

These costs are at times subject to volatile price movements, including increases that could make future development and production at Mt Todd less profitable or uneconomic.

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We cannot be assured that we will have an adequate water supply for mining operations at Mt Todd.

Water at Mt Todd is expected to be provided from a fresh water reservoir that is fed by seasonal rains.

Water at Mt Todd is expected to be provided from a freshwater reservoir that is fed by seasonal rains.

Insufficient rainfall, or drought-like conditions in the area feeding the reservoir could limit or extinguish this water supply.

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Our property and royalty interests are subject to environmental regulations.

Environmental legislation is becoming more restrictive in some jurisdictions, with stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees.

There is no assurance that future changes in environmental regulation, if any, will not adversely affect our interests.

Currently, our property and royalty interests are subject to government environmental regulations in Australia, Indonesia, and the U.S.

Environmental legislation is becoming more restrictive, with stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees.

There is no assurance that future changes in environmental laws and regulations will not adversely affect our interests.

Currently, our property and royalty interests are subject to environmental laws and regulations in Australia and the U.S.

We could be subject to environmental lawsuits.

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There can be no assurance that our defense of such claims would be successful.

This could have a material adverse effect on our business prospects, financial condition, results of operation, and corporate reputation.

This could have a material adverse effect on our business prospects, results of operation, cash flows, financial condition, and corporate reputation.

We may have material undisclosed environmental liabilities of which we are not aware.

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Since inception, the Company has been involved in numerous exploration projects in many jurisdictions.

There may be environmental liabilities associated with disturbances at any of these projects for which the Company may be identified as a responsible or potentially responsible party, regardless of its level of involvement in creating the related disturbance.

There may be environmental liabilities associated with disturbances at these projects for which the Company may be identified as a responsible or potentially responsible party, regardless of its level of involvement in creating the related disturbance.

We may not be aware of such claims against the Company until regulators provide notice thereof.

Consequently, we may have material undisclosed environmental responsibilities which could negatively affect our business prospects, financial condition and cash flows, results of operations, and corporate reputation.

Consequently, we may have material undisclosed environmental responsibilities which could negatively affect our business prospects, results of operations, cash flows, financial condition, and corporate reputation.

There may be challenges to our title to mineral properties.

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If there are title defects with respect to any of our properties, we may be required to compensate other persons or reduce or lose our interest in the affected property.

Also, in any such case, the investigation and resolution of title issues could divert Company resources from our core strategies.

In any such case, the investigation and resolution of title issues could divert Company resources from our core strategies.

Opposition to Mt Todd could have a material adverse effect.

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We have a history of losses, and we do not expect to generate earnings from operations or pay dividends in the near term, if at all.

We are a development stage issuer.

As such, we devote our efforts to development of our development stage property, the Mt Todd project.

We are a development stage issuer, and we devote our efforts to our development stage property, Mt Todd.

We do not currently produce gold and do not currently generate operating earnings from gold production.

We finance our business activities principally by issuing equity and selling non-core assets.

We have incurred losses in all periods since 1998, except for the years ended December 31, 2011, during which we recorded non-cash net gains, December 31, 2015 during which we recorded gains related to research and development refunds, and December 31, 2020 in which we monetized certain mineral property interests.

We expect to continue to incur

We have no history of paying cash dividends and we do not expect to be able to pay cash dividends or to make any similar distribution in the foreseeable future, if at all.

We finance our business activities principally by issuing equity.

We have incurred losses in all annual periods since 1998, except for the years ended December 31, 2011, during which we recorded non-cash net gains, December 31, 2015 during which we recorded gains related to research and development refunds, and December 31, 2020 during which we monetized certain mineral property interests.

We expect to continue to incur losses.

We have no history of paying cash dividends and we do not expect to be able to pay cash dividends or to make any similar distribution of cash or other assets in the foreseeable future, if at all.

A substantial or extended decline in gold prices would have a material adverse effect on the value of our assets and on our ability to raise capital and could result in lower than estimated economic returns.

The value of our assets, our ability to raise capital and our future economic returns are substantially dependent on the price of gold.

The gold price fluctuates continually and is affected by numerous factors beyond our control.

The gold price is volatile and is affected by numerous factors beyond our control.

Factors tending to influence gold prices include:

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● the relative strength of the U.S.

● expectations of the future rate of inflation or interest rates;

● current, or expectations of future, rates of inflation or interest rates;

● changes to economic conditions in the United States, China, India and other industrialized or developing countries;

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● reduce funds available to operate our business;

● reduce the market value of our assets.

● reduce the market value of the common shares in the capital of the Company (the “Common Shares”) and our assets.

Industry consolidation could result in the acquisition of a control position in the Company for less than fair value.

Consolidation within the industry is a growing trend.

As a result of the broad range of market and industry factors including the price of gold, we believe the current market value of the common shares in the capital of the Company (the “Common Shares”) does not reflect the fair value of the Company’s assets.

As a result of the broad range of market and industry factors including the price of gold, we believe the current market value of the Common Shares does not reflect the fair value of the Company’s assets.

These conditions could result in the acquisition of a control position, or attempted acquisition of a control position in the Company at what we believe to be less than fair value.

This could result in substantial costs to us and divert our management’s attention and resources.

A completed acquisition could result in realized losses of shareholder value.

A completed acquisition could result in realized losses for shareholders of the Company.

We may be unable to raise additional capital on favorable terms, or at all.

Our exploration and, if warranted, development activities and the construction and start-up of any mining operation require substantial amounts of capital.

In order to develop Mt Todd, acquire attractive gold projects, and/or continue our business, we will have to secure a development partner or otherwise source sufficient equity, debt or other forms of capital, raise additional funds from the sale of non-core assets and / or seek additional sources of capital from other external sources.

To develop Mt Todd, acquire attractive gold or other projects, and/or continue our business, we will have to secure a development partner or otherwise source sufficient equity, debt or other forms of capital, raise additional funds from the sale of non-core assets and / or seek additional sources of capital from other external sources.

There can be no assurance that we will be successful in securing a development partner or otherwise raising additional capital on acceptable terms, including the cost of such capital and other conditions of financing arrangements that impose restrictive covenants and security interests that may affect the Company’s ability to operate as intended and ultimately its ability to continue as a going concern.

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We face intense competition in the mining industry.

The mining industry is intensely competitive in all of its phases.

The mining industry is intensely competitive in all its phases.

Some of our competitors are much larger, established companies with greater financial and technical resources than ours.

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If we are unable to raise sufficient capital, we will be unable to execute exploration and development programs, or such programs may be reduced in scope.

Competition for equipment and supplies could result in shortage of necessary supplies and/or increased costs.

Competition for equipment and supplies could result in shortages of necessary supplies and/or increased costs.

Competition for outside services could result in increased costs, reduced quality of service and/or delays in completing services.

If we cannot successfully retain or attract qualified employees, our ability to advance the development of Mt Todd, to attract necessary financing, to meet all of our environmental and regulatory responsibilities, or to take opportunities to improve our business, could be negatively affected.

If we cannot successfully retain or attract qualified employees, our ability to advance the development of Mt Todd, to attract necessary financing, to meet all our environmental and regulatory responsibilities, or to take opportunities to improve our business, could be negatively affected.

This could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition.

The occurrence of events for which we are not insured may affect our cash flow and overall profitability.

We maintain insurance policies that mitigate certain risks related to our operations.

We maintain insurance policies that mitigate certain risks related to our assets and business activities.

This insurance is maintained in amounts that we believe to be reasonable based on the circumstances surrounding each identified risk.

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We do not insure against political risk.

Occurrence of events for which we are not insured adequately, or at all, could result in significant losses that could materially adversely affect our financial condition and our ability to fund our business.

The occurrence of events for which we are not insured adequately, or at all, could result in significant losses that could materially adversely affect our financial condition and our ability to fund our business.

Currency fluctuations may adversely affect our costs.

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Most costs in Australia are incurred in the local currency.

The appreciation of the Australian dollar, if any, against the U.S.

dollar effectively increases our cost of doing business in Australia.

This could have the effect of increasing the amount of capital required to continue to explore and develop Mt Todd, and/or reducing the pace at which it is developed.

Appreciation of the Australian dollar, if any, against the U.S.

dollar effectively increases our cost of doing business.

This could have the effect of increasing the amount of capital required to continue to maintain, explore and develop Mt Todd, reducing the pace at which it is explored and developed, and/or cause activities to be suspended either temporarily or permanently.

The Company is likely a “passive foreign investment company,” which will likely have adverse U.S.

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shareholders.

shareholders of our Common Shares should be aware that the Company believes it was classified as a passive foreign investment company (“PFIC”) up to and including the taxable year ended December 31, 2021, and based on current business plans and financial projections, management believes there is a significant likelihood that the Company will be a PFIC during the current taxable year.

If the Company is a PFIC for any year during a U.S.

shareholders of our Common Shares should be aware that the Company believes it was classified as a passive foreign investment company (“PFIC”) up to and including the taxable year ended December 31, 2022, and based on current business plans and financial projections, management believes there is a significant likelihood that the Company will be classified as a PFIC during the current taxable year.

If the Company is classified as a PFIC for any year during a U.S.

shareholder’s holding period, then such U.S.

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The directors and officers of Vista are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and disclosure of conflicts of interest.

Should any director or officer breach the duties imposed upon them by applicable laws, such actions or inactions could have a material adverse effect on our business prospects, results of operations, cash flows, financial condition and corporate reputation.

Direct and indirect consequences of the COVID-19 pandemic may have material adverse consequences.

The COVID-19 pandemic is having a material adverse effect on the global economy, which has impacted the natural resource sector and Vista.

Vista incurred minimal health and safety costs.

However, we incurred other corporate and Mt Todd costs while certain corporate objectives, including efforts to secure a strategic development partner or other form of transaction were extended due to travel restrictions.

Pandemic conditions may also disrupt our access to supplies and services.

Evolving conditions related to COVID-19 could ultimately have a material adverse effect on both short-term and long-term financial position and results of operations.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it could also heighten the effect many of the other risks described in this “Risk Factors” section.

Because of uncertainties relating to the COVID-19 pandemic, it is not currently possible to estimate the impact of the pandemic on our business.

However, these effects could have a material impact on our operations.

Industry Risks

Calculations of mineral resources and mineral reserves are estimates only and subject to uncertainty.

The estimating of mineral resources and mineral reserves is an imprecise process and the accuracy of such estimates is a function of the quantity and quality of available data, the assumptions used and judgments made in interpreting engineering and geological information and estimating future capital and operating costs.

There is significant uncertainty in any reserve or resource estimate, and the economic results of mining a mineral deposit may differ materially from the estimates as additional data are developed or interpretations change.

Estimation of mineral resources and mineral reserves is an imprecise process and the accuracy of such estimates is a function of the quantity and quality of available data, assumptions used, and judgments made in interpreting geological information and estimating future capital and operating costs.

There is significant uncertainty in mineral resources and mineral reserves estimates, and the economic results of mining a mineral deposit may differ materially from the estimates as additional data develops, interpretations change, or actual economic conditions vary from the estimates used.

Estimated mineral resources and mineral reserves may be materially affected by other factors.

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Such factors may include but are not limited to metallurgical, environmental, permitting, legal, title, taxation, socio-economic, marketing, political, gold prices, and capital and operating costs.

Any of these or other adverse factors may reduce or eliminate estimated mineral reserves and mineral resources and could have a material adverse effect on our business, prospects, results of operations, cash flows, financial condition and corporate reputation.

Feasibility studies are estimates only and subject to uncertainty.

Feasibility studies such as our 2022 FS are used to determine the economic viability of an ore deposit, as are preliminary feasibility studies and preliminary economic assessments.

Feasibility studies are the most detailed studies and reflect a higher level of confidence in the estimated production rates, and capital and operating costs.

Generally accepted levels of confidence are plus or minus 15% for feasibility studies, plus or minus 25-30% for preliminary feasibility studies and plus or minus 35-40% for preliminary economic assessments.

Any of these or other adverse factors may reduce or eliminate estimated mineral reserves and mineral resources and could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation.

Feasibility studies and other technical studies are estimates only and subject to uncertainty.

Feasibility studies, such as our Mt Todd FS, and other technical studies are used to estimate the economic viability of an ore deposit, as are preliminary feasibility studies, preliminary economic assessments, and scoping studies.

Feasibility studies are the most detailed studies and reflect higher levels of confidence in estimated production rates, and capital and operating costs.

Accepted levels of confidence required to meet the standards set out in S-K 1300 are plus or minus 15% for feasibility studies, plus or minus 25-30% for preliminary feasibility studies and plus or minus 35-40% for preliminary economic assessments.

Confidence levels for scoping studies may vary, but generally provide less confidence than preliminary economic assessments.

These thresholds reflect the levels of confidence that exist at the time the study is completed.

Subsequent changes to metal prices, foreign exchange rates (if applicable), reclamation requirements, operating and capital costs may cause actual results of economic viability to differ materially from these estimates.

Results of any subsequent Mt Todd feasibility study may be less favorable than the current 2022 FS.

Mining companies are increasingly required to consider and provide benefits to the communities and countries in which they operate, and are subject to extensive environmental, health and safety laws and regulations.

As a result of public concern about the real or perceived detrimental effects of economic globalization and global climate impacts and other adverse environmental effects resulting from the operation of extractive industries, businesses in general and the mining industry in particular face increasing public scrutiny of their activities.

These businesses are under pressure to demonstrate that as they seek to generate satisfactory returns on investment to shareholders, other stakeholders, including employees, governments, indigenous peoples, communities surrounding operations and the countries in which they operate, such constituencies benefit and will continue to benefit from their commercial activities.

The potential consequences of these pressures include reputational damage, legal suits, increased costs, increased social investment obligations, difficulty in acquiring permits, and increased taxes and royalties payable to governments and communities.

Subsequent changes to metal prices, foreign exchange rates (if applicable), reclamation requirements, operating and capital costs, and other variables may cause actual results of economic viability to differ materially from these estimates.

Results of any subsequent Mt Todd feasibility study may be less favorable than the current Mt Todd FS.

Mining companies are increasingly required to consider and provide benefits to the communities, regions, and countries in which they operate, and are subject to extensive environmental, health and safety laws and regulations.

As a result of public concern about the real or perceived detrimental effects of economic globalization, global climate impacts, and other adverse environmental effects resulting from the operation of extractive industries, businesses in general and the mining industry in particular face increasing public scrutiny of their activities.

These businesses are under pressure to demonstrate that as they seek to generate satisfactory returns on investment to shareholders, other stakeholders, including employees, governments, Aboriginal peoples, communities surrounding operations, adjacent regions, and the countries in which they operate, such constituencies benefit and will continue to benefit from their commercial activities.

The potential consequences of these pressures include reputational damage, delays, suspension of activities, legal claims, increased costs, increased social investment obligations, difficulty in acquiring permits, and increased taxes and royalties payable to governments and communities.

Mining exploration, development and operating activities are inherently hazardous.

Mineral exploration and development involves many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome.

Mineral exploration and development involve many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome.

Operations in which we have direct or indirect interests will be subject to all the hazards and risks normally incidental to exploration, development, and production of gold and other metals, any of which could result in work stoppages, damage to property, physical harm and possible environmental damage.

The nature of these risks is such that liabilities might exceed any liability insurance policy limits.

It is also possible that the liabilities and hazards might not be insurable, or, we could elect not to be insured against such liabilities due to high premium costs or other reasons, or our insurance for a particular event or circumstance might be insufficient, in which event we could incur significant costs that could have a material adverse effect on our business prospects, results of operations, cash flows, financial condition and corporate reputation.

Regulations and pending legislation involving climate change could result in increased operating costs.

incur significant costs that could have a material adverse effect on our business prospects, results of operations, cash flows, financial position, and corporate reputation.

Pending or future legislation and regulations or other standards intended to address climate change could result in increased operating costs.

Gold production is energy intensive, resulting in a significant carbon footprint.

A number of governments and/or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impact of climate change.

A number of governments, governmental bodies, the World Bank and/or other entities maintain, have introduced, or are contemplating laws, regulations and standards in response to the potential impact of climate change.

This type of legislation and possible future legislation and increased regulation regarding climate change could impose significant costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.

Pending initiatives involving taxation could result in increased tax and operating costs.

Pending or future initiatives involving taxation could result in increased taxes and operating costs.

There is growing attention from the media and the public on perceived international tax avoidance techniques which could result in escalating rates of poverty, inequality and unemployment in host countries.

Initiatives like the Base Erosion and Profit Shifting project being led by the Organization for Economic Cooperation and Development aim to reform the system of international taxation to minimize international tax avoidance techniques.

This initiative and possible future initiatives could result in increased tax expense and related compliance costs for Mt Todd or other future mining operations.

Initiatives like the Base Erosion and Profit Shifting project led by the Organization for Economic Cooperation and Development and specific country legislative measures, including Australia, aim to reform the system of international taxation to minimize international tax avoidance techniques.

This initiative and possible future initiatives could result in increased tax expenses and related compliance costs for Mt Todd or other future mining operations.

Securities Risks

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● announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures;

● inability to find a development partner, investor of lender on acceptable terms for the development of Mt Todd;

● inability to find a development partner, investor or lender on acceptable terms for the development of Mt Todd;

● additions or departures of key personnel;

● issuance of Common Shares by the Company;

● sales of our Common Shares , including sales by our directors, officers, or significant stockholders.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price.

This type of litigation could result in substantial costs to us and divert our management’s attention and resources.

There may be limited liquidity for our warrants.

There is no market through which our outstanding warrants may be sold.

It is not possible to predict the price at which the warrants will trade in the secondary market or whether such market will be liquid or illiquid.

This type of litigation or other securities claims could result in substantial costs to us and divert our management’s attention and resources.

There may be limited liquidity for our Common Share warrants.

There is no market through which our outstanding Common Share warrants may be sold.

It is not possible to predict the price at which the warrants will trade in any secondary market or whether such market will be liquid or illiquid.

To the extent warrants are exercised, the number of warrants outstanding will decrease, resulting in diminished liquidity for such remaining outstanding warrants.

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Issuances of a substantial number of additional Common Shares, or the perception that such issuances could occur, may adversely affect prevailing market prices for the Common Shares.

With any additional issuance of common shares, investors will suffer dilution to their voting power and we may experience dilution.

With any additional issuance of Common Shares, investors will suffer dilution to their shareholder interest and voting power.

Holders of our Common Shares may not receive dividends.

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Our business is subject to evolving corporate governance and public disclosure regulations that have increased both our compliance costs and the risk of noncompliance.

We are subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including the British Columbia Securities Commission, the SEC, the Toronto Stock Exchange (the “TSX”), the NYSE American, and the Financial Accounting Standards Board.

We are subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including but not limited to the British Columbia Securities Commission, the SEC, the Toronto Stock Exchange (the “TSX”), the NYSE American, and the Financial Accounting Standards Board.

These rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by the United States Congress, making compliance increasingly more difficult and uncertain, which could have an adverse effect on our reputation and our stock price.

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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