What changed in this filing

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Item 1A. Risk Factors

2021-04-15 compared with 2020-04-14 · 505 added, 458 removed, 53 unchanged (95% of the section changed)

Related to Our Business

business activities are subject to significant risks, including those described below.

Every investor or potential investor in

our securities should carefully consider these risks.

If any of the described risks actually occurs, our business, financial position

and results of operations could be materially adversely affected.

Such risks are not the only ones we face and additional risks

and uncertainties not presently known to us or that we currently deem immaterial may also affect our business.

Risks Related to Our Business

Our business activities are subject to significant risks, including

those described below.

Every investor or potential investor in our securities should carefully consider these risks.

the described risks actually occurs, our business, financial position and results of operations could be materially adversely affected.

Such risks are not the only ones we face and additional risks and uncertainties not presently known to us or that we currently

deem immaterial may also affect our business.

Our ability to become a successful operating mining company is

contingent on whether we can continue to access adequate operating capital and can ultimately mine our properties at a profit sufficient

to finance further mining activities and to acquire and finance additional reserves, all in spite of potentially significant fluctuations

in the market prices of uranium and vanadium.

The uranium/vanadium ore that we have mined remains stockpiled

3 unchanged sentences

find other means of generating revenue other than uranium or vanadium sales, we may not be able to remain in business.

Until we begin either uranium or vanadium sales, we have no way

to generate cash inflows unless we monetize certain of our assets or obtain additional financing.

We can provide no assurance that

our properties will produce saleable production or that we will be able to continue to find, develop, acquire and finance additional

If we cannot monetize certain existing assets, partner with another company that has cash resources, find other means

of generating revenue other than uranium or vanadium production and/or access additional sources of private or public capital,

we may not be able to remain in business and our stockholders may lose their entire investment.

ability to function as an operating mining company will be dependent on our ability to mine our properties at a profit sufficient

to finance further mining activities and for the acquisition and development of additional properties.

The volatility of uranium

prices makes long-range planning uncertain and raising capital difficult.

ability to operate on a positive cash flow basis will be dependent on mining sufficient quantities of uranium or vanadium at a

profit sufficient to finance our operations and for the acquisition and development of additional mining properties.

will necessarily be dependent upon, and affected by, the long and short term market prices of uranium and vanadium, which are

subject to significant fluctuation.

Uranium prices have been and will continue to be affected by numerous factors beyond our control.

These factors include the demand for nuclear power, political and economic conditions in uranium producing and consuming countries,

uranium supply from secondary sources and uranium production levels and costs of production.

A significant, sustained drop in

uranium prices may make it impossible to operate our business at a level that will permit us to cover our fixed costs or to remain

in operation.

our future performance may be difficult since we have a limited financial and operating history, with significant negative cash

flow and an accumulated deficit to date.

Furthermore, there is no assurance that we will be successful in securing any form of

additional financing in the future, therefore substantial doubt exists as to whether our cash resources and working capital will

be sufficient to enable the Company to continue its operations over the next twelve months.

Our long-term success will depend

ultimately on our ability to achieve and maintain profitability and to develop positive cash flow from our mining activities.

more fully described within this annual report, we acquired our first mineral properties in November of 2014.

To date, we have

been acquiring additional mineral properties and raising capital.

We hold uranium projects in various stages of exploration in

the States of Colorado and Utah.

more fully described under “Liquidity and Capital Resources”

“Management’s Discussion and Analysis

of Financial Condition and Result of Operations”, we have a history of significant negative cash flow and net losses, with

an accumulated deficit balance of $8.7 million and $6.6 million at December 31, 2019 and 2018, respectively.

We have been reliant

on equity financings from the sale of our common shares and on debt financing in order to fund our operations.

We do not expect

to achieve profitability or develop positive cash flow from operations in the near term.

As a result of our limited financial

and operating history, including our significant negative cash flow and net losses to date, it may be difficult to evaluate our

future performance.

December 31, 2019 and December 31, 2018, we had working capital of $1,678,747 and $597,669, respectively.

The continuation of

the Company as a going concern is dependent upon our ability to obtain adequate additional financing which we have successfully

secured since inception.

However, there is no assurance that we will be successful in securing any form of additional financing

in the future, therefore substantial doubt exists as to whether our cash resources and working capital will be sufficient to enable

the Company to continue its operations over the next twelve months.

The consolidated financial statements for the two years ended December 31, 2019 and 2018 were prepared assuming that

the Company would continue as a going concern.

The accompanying consolidated financial statements have been prepared assuming

that the Company will continue as a going concern.

The Company has incurred continuing losses from operations and is dependent

upon future sources of equity or debt financing in order to fund its operations.

These conditions raise substantial doubt about

the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

reliance on equity and debt financings is expected to continue for the foreseeable future, and their availability whenever such

additional financing is required, will be dependent on many factors beyond our control including, but not limited to, the market

price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility

in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause

significant challenges in our ability to access additional financing, including access to the equity and credit markets.

also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements to continue advancing

our uranium projects, which would depend entirely on finding a suitable third party willing to enter into such an arrangement,

typically involving an assignment of a percentage interest in the mineral project.

long-term success, including the recoverability of the carrying values of our assets and our ability to acquire additional uranium

projects and continue with exploration and pre-extraction activities and mining activities on our existing uranium projects, will

depend ultimately on our ability to achieve and maintain profitability and positive cash flow from our operations by establishing

ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities.

viability of our mining activities has many risks and uncertainties.

These include, but are not limited to:

(i) a significant,

prolonged decrease in the market price of uranium;

(ii) difficulty in marketing and/or selling uranium concentrates;

(iii) significantly

higher than expected capital costs to construct the mine and/or processing plant;

(iv) significantly higher than expected extraction

Until we begin either uranium or vanadium sales, we have no

way to generate cash inflows unless we monetize certain of our assets or obtain additional financing.

We can provide no assurance

that our properties will produce saleable production or that we will be able to continue to find, develop, acquire and finance

additional reserves.

If we cannot monetize certain existing assets, partner with another company that has cash resources, find

other means of generating revenue other than uranium or vanadium production and/or access additional sources of private or public

capital, we may not be able to remain in business and our stockholders may lose their entire investment.

Our ability to function as an operating mining company will

be dependent on our ability to mine our properties at a profit sufficient to finance further mining activities and for the acquisition

and development of additional properties.

The volatility of uranium prices makes long-range planning uncertain and raising capital

Our ability to operate on a positive cash flow basis will be

dependent on mining sufficient quantities of uranium or vanadium at a profit sufficient to finance our operations and for the acquisition

and development of additional mining properties.

Any profit will necessarily be dependent upon, and affected by, the long and short

term market prices of uranium and vanadium, which are subject to significant fluctuation.

Uranium prices have been and will continue

to be affected by numerous factors beyond our control.

These factors include the demand for nuclear power, political and economic

conditions in uranium producing and consuming countries, uranium supply from secondary sources and uranium production levels and

costs of production.

A significant, sustained drop in uranium prices may make it impossible to operate our business at a level

that will permit us to cover our fixed costs or to remain in operation.

Evaluating our future performance may be difficult since

we have a limited financial and operating history, with significant negative cash flow and an accumulated deficit to date.

there is no assurance that we will be successful in securing any form of additional financing in the future, therefore substantial

doubt exists as to whether our cash resources and working capital will be sufficient to enable the Company to continue its operations

over the next twelve months.

Our long-term success will depend ultimately on our ability to achieve and maintain profitability

and to develop positive cash flow from our mining activities.

As more fully described within this annual report, we acquired

our first mineral properties in November of 2014.

To date, we have been acquiring additional mineral properties and raising capital.

We hold uranium projects in various stages of exploration in the States of Colorado and Utah.

As more fully described under “Liquidity and Capital Resources”

“Management’s Discussion and Analysis of Financial Condition and Result of Operations”, we have a

history of significant negative cash flow and net losses, with an accumulated deficit balance of $11.1 million and $8.7 million

at December 31, 2020 and 2019, respectively.

We have been reliant on equity financings from the sale of our common shares and on

debt financing in order to fund our operations.

We do not expect to achieve profitability or develop positive cash flow from operations

in the near term.

As a result of our limited financial and operating history, including our significant negative cash flow and

net losses to date, it may be difficult to evaluate our future performance.

At December 31, 2020 and December 31, 2019, we had working capital

of $162,375 and $1,678,747, respectively.

The continuation of the Company as a going concern is dependent upon our ability to obtain

adequate additional financing which we have successfully secured since inception.

However, there is no assurance that we will be

successful in securing any form of additional financing in the future, therefore substantial doubt exists as to whether our cash

resources and working capital will be sufficient to enable the Company to continue its operations over the next twelve months.

The consolidated financial statements for the two years ended December 31, 2020 and 2019 were prepared assuming that the Company

would continue as a going concern.

The accompanying consolidated financial statements have been prepared assuming that the Company

will continue as a going concern.

The Company has incurred continuing losses from operations and is dependent upon future sources

of equity or debt financing in order to fund its operations.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Our reliance on equity and debt financings is expected to continue

for the foreseeable future, and their availability whenever such additional financing is required, will be dependent on many factors

beyond our control including, but not limited to, the market price of uranium, the continuing public support of nuclear power as

a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status

of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including

access to the equity and credit markets.

We may also be required to seek other forms of financing, such as asset divestitures or

joint venture arrangements to continue advancing our uranium projects, which would depend entirely on finding a suitable third

party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project.

Our long-term success, including the recoverability of the carrying

values of our assets and our ability to acquire additional uranium projects and continue with exploration and pre-extraction activities

and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability

and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop

these into profitable mining activities.

The economic viability of our mining activities has many risks and uncertainties.

include, but are not limited to:

(i) a significant, prolonged decrease in the market price of uranium;

(ii) difficulty in marketing

and/or selling uranium concentrates;

(iii) significantly higher than expected capital costs to construct the mine and/or processing

(iv) significantly higher than expected extraction costs;

(v) significantly lower than expected uranium extraction;

(vi) significant delays, reductions or stoppages of uranium extraction

and (vi) the introduction of significantly more stringent regulatory laws and regulations.

Our mining activities may

change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract

mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow.

operations are capital intensive, and we will require significant additional financing to acquire additional uranium/vanadium

projects, continue with our exploration and begin pre-extraction activities on our existing uranium/vanadium projects.

operations are capital intensive and future capital expenditures are expected to be substantial.

We will require significant additional

financing to fund our operations, including acquiring additional uranium/vanadium projects, continuing with our exploration and

beginning pre-extraction activities which include assaying, drilling, geological and geochemical analysis and mine construction

In the absence of such additional financing, we would not be able to fund our operations, including continuing with our

exploration and pre-extraction activities, which may result in delays, curtailment or abandonment of any one or all of our uranium

Uranium/vanadium

exploration and pre-extraction programs and mining activities are inherently subject to numerous significant risks and uncertainties,

and actual results may differ significantly from expectations or anticipated amounts.

Furthermore, exploration programs conducted

on our uranium/vanadium projects may not result in the establishment of ore bodies that contain commercially recoverable uranium/vanadium.

significant delays, reductions or stoppages of uranium extraction activities;

and (vi) the introduction of significantly more stringent

regulatory laws and regulations.

Our mining activities may change as a result of any one or more of these risks and uncertainties

and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining

profitability and developing positive cash flow.

Our operations are capital intensive, and we will require

significant additional financing to acquire additional uranium/vanadium projects, continue with our exploration and begin pre-extraction

activities on our existing uranium/vanadium projects.

Our operations are capital intensive and future capital expenditures

are expected to be substantial.

We will require significant additional financing to fund our operations, including acquiring additional

uranium/vanadium projects, continuing with our exploration and beginning pre-extraction activities which include assaying, drilling,

geological and geochemical analysis and mine construction costs.

In the absence of such additional financing, we would not be able

to fund our operations, including continuing with our exploration and pre-extraction activities, which may result in delays, curtailment

or abandonment of any one or all of our uranium projects.

Uranium/vanadium exploration and pre-extraction programs

and mining activities are inherently subject to numerous significant risks and uncertainties, and actual results may differ significantly

from expectations or anticipated amounts.

Furthermore, exploration programs conducted on our uranium/vanadium projects may not

result in the establishment of ore bodies that contain commercially recoverable uranium/vanadium.

Uranium/vanadium exploration and pre-extraction programs and

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monetary losses;

in uranium/vanadium exploration is dependent on many factors, including, without limitation, the experience and capabilities of

a company’s management, the availability of geological expertise and the availability of sufficient funds to conduct the

exploration program.

Even if an exploration program is successful and commercially recoverable uranium/vanadium is established,

it may take a number of years from the initial phases of drilling and identification of the mineralization until extraction is

possible, during which time the economic feasibility of extraction may change such that the uranium ceases to be economically

Uranium/vanadium exploration is frequently non-productive due, for example, to poor exploration results or the inability

to establish ore bodies that contain commercially recoverable uranium, in which case the uranium project may be abandoned and

Furthermore, we will not be able to benefit from our exploration efforts and recover the expenditures that we incur

on our exploration programs if we do not establish ore bodies that contain commercially recoverable uranium/vanadium and develop

these uranium/vanadium projects into profitable mining activities, and there is no assurance that we will be successful in doing

so for any of our uranium/vanadium projects.

an ore body contains commercially recoverable uranium/vanadium depends on many factors including, without limitation:

particular attributes, including material changes to those attributes, of the ore body such as size, grade, recovery rates and

proximity to infrastructure;

(ii) the market price of uranium, which may be volatile;

and (iii) government regulations and regulatory

requirements including, without limitation, those relating to environmental protection, permitting and land use, taxes, land tenure

and transportation.

have established the existence of mineralized materials for uranium properties.

We have not established proven or probable reserves,

as defined by the SEC under Industry Guide 7, through the completion of a “final”

Success in uranium/vanadium exploration is dependent on many

factors, including, without limitation, the experience and capabilities of a company’s management, the availability of geological

expertise and the availability of sufficient funds to conduct the exploration program.

Even if an exploration program is successful

and commercially recoverable uranium/vanadium is established, it may take a number of years from the initial phases of drilling

and identification of the mineralization until extraction is possible, during which time the economic feasibility of extraction

may change such that the uranium ceases to be economically recoverable.

Uranium/vanadium exploration is frequently non-productive

due, for example, to poor exploration results or the inability to establish ore bodies that contain commercially recoverable uranium,

in which case the uranium project may be abandoned and written-off.

Furthermore, we will not be able to benefit from our exploration

efforts and recover the expenditures that we incur on our exploration programs if we do not establish ore bodies that contain commercially

recoverable uranium/vanadium and develop these uranium/vanadium projects into profitable mining activities, and there is no assurance

that we will be successful in doing so for any of our uranium/vanadium projects.

Whether an ore body contains commercially recoverable uranium/vanadium

depends on many factors including, without limitation:

(i) the particular attributes, including material changes to those attributes,

of the ore body such as size, grade, recovery rates and proximity to infrastructure;

(ii) the market price of uranium, which may

and (iii) government regulations and regulatory requirements including, without limitation, those relating to environmental

protection, permitting and land use, taxes, land tenure and transportation.

We have established the existence of mineralized materials for

uranium properties.

We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through

the completion of a “final”

or “bankable”

study for any of our uranium properties.

Furthermore, we have no current plans to establish proven or probable reserves for any

of our uranium properties as it doesn’t serve a business purpose at the present time.

may not be able to realize anticipated benefits of the Kinetic Separation process due to uncertainties associated with that process.

order to utilize Kinetic Separation to process uranium/vanadium bearing ore there are uncertainties that must be overcome which

include the uncertainty as to the evolution of the regulatory framework and technological considerations.

Either may cause delays

in start-up, and/or increase costs, and may preclude the realization of the anticipated benefits of the Kinetic Separation process.

Use of Kinetic Separation represents an additional processing step, requiring additional equipment, support, material handling

and a potential increase in water usage requirements.

do not insure against all of the risks we face in our operations.

general, where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance

against such risk, subject to exclusions and limitations.

We currently maintain insurance against certain risks including securities

and general commercial liability claims and certain physical assets used in our operations, subject to exclusions and limitations;

however, we do not maintain insurance to cover all of the potential risks and hazards associated with our operations.

subject to liability for environmental, pollution or other hazards associated with our exploration, pre-extraction and extraction

activities, which we may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not

to insure against because of high premiums or other reasons.

Furthermore, we cannot provide assurance that any insurance coverage

we currently have will continue to be available at reasonable premiums or that such insurance will adequately cover any resulting

inability to obtain financial surety would threaten our ability to continue in business.

financial surety requirements to comply with federal and state environmental and remediation requirements and to secure necessary

licenses and approvals may increase significantly as future development and production occurs at certain of our sites in the United

The amount of the financial surety for each producing property is subject to annual review and revision by regulators.

We expect that the issuer of the financial surety instruments will require us to provide cash collateral for a significant amount

of the face amount of the bond to secure the obligation.

In the event we are not able to raise, secure or generate sufficient

funds necessary to satisfy these requirements, we will be unable to develop our sites and bring them into production, which inability

will have a material adverse impact on our business and may negatively affect our ability to continue to operate.

that we may make from time to time could have an adverse impact on us.

time to time, we examine opportunities to acquire additional mining assets and businesses.

Any acquisition that we may choose

to complete may be of a significant size, may change the scale of our business and operations, and may expose us to new geographic,

political, operating, financial and geological risks.

Our success in our acquisition activities depends on our ability to identify

suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully

with those of our Company.

Any acquisitions would be accompanied by risks which could have a material adverse effect on our business.

For example, there may be a significant change in commodity prices after we have committed to complete the transaction and established

the purchase price or exchange ratio;

feasibility study for any of our uranium properties.

we have no current plans to establish proven or probable reserves for any of our uranium properties as it doesn’t serve a

business purpose at the present time.

We may not be able to realize anticipated benefits of

the Kinetic Separation process due to uncertainties associated with that process.

In order to utilize Kinetic Separation to process uranium/vanadium

bearing ore there are uncertainties that must be overcome which include the uncertainty as to the evolution of the regulatory framework

and technological considerations.

Either may cause delays in start-up, and/or increase costs, and may preclude the realization

of the anticipated benefits of the Kinetic Separation process.

Use of Kinetic Separation represents an additional processing step,

requiring additional equipment, support, material handling and a potential increase in water usage requirements.

We do not insure against all of the risks we face in our

In general, where coverage is available and not prohibitively

expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations.

We currently maintain insurance against certain risks including securities and general commercial liability claims and certain

physical assets used in our operations, subject to exclusions and limitations;

however, we do not maintain insurance to cover all

of the potential risks and hazards associated with our operations.

We may be subject to liability for environmental, pollution

or other hazards associated with our exploration, pre-extraction and extraction activities, which we may not be insured against,

which may exceed the limits of our insurance coverage or which we may elect not to insure against because of high premiums or other

Furthermore, we cannot provide assurance that any insurance coverage we currently have will continue to be available at

reasonable premiums or that such insurance will adequately cover any resulting liability.

Our inability to obtain financial surety would threaten

our ability to continue in business.

Future financial surety requirements to comply with federal

and state environmental and remediation requirements and to secure necessary licenses and approvals may increase significantly

as future development and production occurs at certain of our sites in the United States.

The amount of the financial surety for

each producing property is subject to annual review and revision by regulators.

We expect that the issuer of the financial surety

instruments will require us to provide cash collateral for a significant amount of the face amount of the bond to secure the obligation.

In the event we are not able to raise, secure or generate sufficient funds necessary to satisfy these requirements, we will be

unable to develop our sites and bring them into production, which inability will have a material adverse impact on our business

and may negatively affect our ability to continue to operate.

Acquisitions that we may make from time to time could

have an adverse impact on us.

From time to time, we examine opportunities to acquire additional

mining assets and businesses.

Any acquisition that we may choose to complete may be of a significant size, may change the scale

of our business and operations, and may expose us to new geographic, political, operating, financial and geological risks.

success in our acquisition activities depends on our ability to identify suitable acquisition candidates, negotiate acceptable

terms for any such acquisition, and integrate the acquired operations successfully with those of our Company.

Any acquisitions

would be accompanied by risks which could have a material adverse effect on our business.

For example, there may be a significant

change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio;

a material ore body may prove to be below expectations;

we may have difficulty integrating

and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial

and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization;

the integration of the acquired business or assets may disrupt our ongoing business and our relationships with employees, customers,

suppliers and contractors;

we may have difficulty integrating and assimilating the operations and

personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the

combined enterprise, and maintaining uniform standards, policies and controls across the organization;

the integration of the acquired

business or assets may disrupt our ongoing business and our relationships with employees, customers, suppliers and contractors;

and the acquired business or assets may have unknown liabilities which may be significant.

that we choose to raise debt capital to finance any such acquisition, our leverage will be increased.

If we choose to use equity

as consideration for such acquisition, existing shareholders may suffer dilution.

Alternatively, we may choose to finance any

such acquisition with our existing resources.

There can be no assurance that we would be successful in overcoming these risks

or any other problems encountered in connection with such acquisitions.

uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and

If any changes occur that would make these laws, regulations and standards more stringent, it may require capital

outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.

exploration and pre-extraction programs and mining activities are subject to numerous stringent laws, regulations and standards

at the federal, state, and local levels governing permitting, pre-extraction, extraction, exports, taxes, labor standards, occupational

health, waste disposal, protection and reclamation of the environment, protection of endangered and protected species, mine safety,

hazardous substances and other matters.

Our compliance with these requirements requires significant financial and personnel resources.

laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the

United States or any other applicable jurisdiction, may change or be applied or interpreted in a manner which may also have a

material adverse effect on our operations.

The actions, policies or regulations, or changes thereto, of any government body or

regulatory agency or special interest group, may also have a material adverse effect on our operations.

exploration and pre-extraction programs and mining activities are subject to stringent environmental protection laws and regulations

at the federal, state, and local levels.

These laws and regulations, which include permitting and reclamation requirements, regulate

emissions, water storage and discharges and disposal of hazardous wastes.

Uranium mining activities are also subject to laws and

regulations which seek to maintain health and safety standards by regulating the design and use of mining methods.

Various permits

from governmental and regulatory bodies are required for mining to commence or continue, and no assurance can be provided that

required permits will be received in a timely manner.

compliance costs including the posting of surety bonds associated with environmental protection laws and regulations and health

and safety standards have been significant to date, and are expected to increase in scale and scope as we expand our operations

in the future.

Furthermore, environmental protection laws and regulations may become more stringent in the future, and compliance

with such changes may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material

In the event that we choose to raise

debt capital to finance any such acquisition, our leverage will be increased.

If we choose to use equity as consideration for such

acquisition, existing shareholders may suffer dilution.

Alternatively, we may choose to finance any such acquisition with our existing

There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in

connection with such acquisitions.

The uranium industry is subject to numerous stringent

laws, regulations and standards, including environmental protection laws and regulations.

If any changes occur that would make

these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial

delays, which would have a material adverse effect on our operations.

Uranium exploration and pre-extraction programs and mining activities

are subject to numerous stringent laws, regulations and standards at the federal, state, and local levels governing permitting,

pre-extraction, extraction, exports, taxes, labor standards, occupational health, waste disposal, protection and reclamation of

the environment, protection of endangered and protected species, mine safety, hazardous substances and other matters.

Our compliance

with these requirements requires significant financial and personnel resources.

The laws, regulations, policies or current administrative practices

of any government body, organization or regulatory agency in the United States or any other applicable jurisdiction, may change

or be applied or interpreted in a manner which may also have a material adverse effect on our operations.

The actions, policies

or regulations, or changes thereto, of any government body or regulatory agency or special interest group, may also have a material

adverse effect on our operations.

the best of our knowledge, our operations are in compliance, in all material respects, with all applicable laws, regulations and

We may not be able or may elect not to insure against the risk of liability for violations of such laws, regulations

and standards, due to high insurance premiums or other reasons.

Where coverage is available and not prohibitively expensive relative

to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations.

However, we cannot

provide any assurance that such insurance will continue to be available at reasonable premiums or that such insurance will be

adequate to cover any resulting liability.

may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations.

exploration and mining activities are dependent upon the grant of appropriate rights, authorizations, licenses, permits and consents,

as well as continuation and amendment of these rights, authorizations, licenses, permits and consents already granted, which may

be granted for a defined period of time, or may not be granted or may be withdrawn or made subject to limitations.

no assurance that all necessary rights, authorizations, licenses, permits and consents will be granted to us, or that authorizations,

licenses, permits and consents already granted will not be withdrawn or made subject to limitations.

and remediation costs for environmental liabilities may exceed the provisions we have made.

resource companies are required to close their operations and rehabilitate the lands in accordance with a variety of environmental

laws and regulations.

Estimates of the total ultimate closure and rehabilitation costs for uranium operations are significant

and based principally on current legal and regulatory requirements and closure plans that may change materially.

Any underestimated

or unanticipated rehabilitation costs could materially affect our financial position, results of operations and cash flows.

Environmental

liabilities are accrued when they become known, are probable and can be reasonably estimated.

Whenever a previously unrecognized

remediation liability becomes known, or a previously estimated reclamation cost is increased, the amount of that liability and

additional cost will be recorded at that time and could materially reduce our consolidated net income in the related period.

laws and regulations governing closure and remediation in a particular jurisdiction are subject to review at any time and may

be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be

underestimated and could materially affect our financial position or results of operations.

nuclear incidents may have adverse effects on the nuclear and uranium industries.

nuclear incident that occurred in Japan in March 2011 had significant and adverse effects on both the nuclear and uranium industries.

If another nuclear incident were to occur, it may have further adverse effects for both industries.

Public opinion of nuclear

power as a source of electricity generation may be adversely affected, which may cause governments of certain countries to further

increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing

plans for nuclear power expansion.

Any one of these occurrences has the potential to reduce current and/or future demand for nuclear

power, resulting in lower demand for uranium and lower market prices for uranium, adversely affecting the Company’s operations

and prospects.

Furthermore, the growth of the nuclear and uranium industries is dependent on continuing and growing public support

of nuclear power as a viable source of electricity generation.

marketability of uranium concentrates will be affected by numerous factors beyond our control which may result in our inability

to receive an adequate return on our invested capital.

marketability of uranium concentrates extracted by us will be affected by numerous factors beyond our control.

These factors include

macroeconomic factors, fluctuations in the market price of uranium, governmental regulations, land tenure and use, regulations

concerning the importing and exporting of uranium and environmental protection regulations.

The future effects of these factors

cannot be accurately predicted, but any one or a combination of these factors may result in our inability to receive an adequate

return on our invested capital.

only significant market for uranium is nuclear power plants world-wide, and there are a limited number of customers.

are dependent on a limited number of electric utilities that buy uranium for nuclear power plants.

Because of the limited market

for uranium, a reduction in purchases of newly produced uranium by electric utilities for any reason (such as plant closings)

would adversely affect the viability of our business.

price of alternative energy sources affects the demand for and price of uranium.

Uranium exploration and pre-extraction programs and mining activities

are subject to stringent environmental protection laws and regulations at the federal, state, and local levels.

These laws and

regulations, which include permitting and reclamation requirements, regulate emissions, water storage and discharges and disposal

of hazardous wastes.

Uranium mining activities are also subject to laws and regulations which seek to maintain health and safety

standards by regulating the design and use of mining methods.

Various permits from governmental and regulatory bodies are required

for mining to commence or continue, and no assurance can be provided that required permits will be received in a timely manner.

Our compliance costs including the posting of surety bonds associated

with environmental protection laws and regulations and health and safety standards have been significant to date, and are expected

to increase in scale and scope as we expand our operations in the future.

Furthermore, environmental protection laws and regulations

may become more stringent in the future, and compliance with such changes may require capital outlays in excess of those anticipated

or cause substantial delays, which would have a material adverse effect on our operations.

To the best of our knowledge, our operations are in compliance,

in all material respects, with all applicable laws, regulations and standards.

We may not be able or may elect not to insure against

the risk of liability for violations of such laws, regulations and standards, due to high insurance premiums or other reasons.

Where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against

such risk, subject to exclusions and limitations.

However, we cannot provide any assurance that such insurance will continue to

be available at reasonable premiums or that such insurance will be adequate to cover any resulting liability.

We may not be able to obtain, maintain or amend rights,

authorizations, licenses, permits or consents required for our operations.

Our exploration and mining activities are dependent upon the

grant of appropriate rights, authorizations, licenses, permits and consents, as well as continuation and amendment of these rights,

authorizations, licenses, permits and consents already granted, which may be granted for a defined period of time, or may not be

granted or may be withdrawn or made subject to limitations.

There can be no assurance that all necessary rights, authorizations,

licenses, permits and consents will be granted to us, or that authorizations, licenses, permits and consents already granted will

not be withdrawn or made subject to limitations.

Closure and remediation costs for environmental liabilities

may exceed the provisions we have made.

Natural resource companies are required to close their operations

and rehabilitate the lands in accordance with a variety of environmental laws and regulations.

Estimates of the total ultimate

closure and rehabilitation costs for uranium operations are significant and based principally on current legal and regulatory requirements

and closure plans that may change materially.

Any underestimated or unanticipated rehabilitation costs could materially affect

our financial position, results of operations and cash flows.

Environmental liabilities are accrued when they become known, are

probable and can be reasonably estimated.

Whenever a previously unrecognized remediation liability becomes known, or a previously

estimated reclamation cost is increased, the amount of that liability and additional cost will be recorded at that time and could

materially reduce our consolidated net income in the related period.

The laws and regulations governing closure and remediation in

a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions

which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position

or results of operations.

Major nuclear incidents may have adverse effects on the

nuclear and uranium industries.

The nuclear incident that occurred in Japan in March 2011 had

significant and adverse effects on both the nuclear and uranium industries.

If another nuclear incident were to occur, it may have

further adverse effects for both industries.

Public opinion of nuclear power as a source of electricity generation may be adversely

affected, which may cause governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon

current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion.

Any one of these occurrences

has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market

prices for uranium, adversely affecting the Company’s operations and prospects.

Furthermore, the growth of the nuclear and

uranium industries is dependent on continuing and growing public support of nuclear power as a viable source of electricity generation.

The marketability of uranium concentrates will be affected

by numerous factors beyond our control which may result in our inability to receive an adequate return on our invested capital.

The marketability of uranium concentrates extracted by us will

be affected by numerous factors beyond our control.

These factors include macroeconomic factors, fluctuations in the market price

of uranium, governmental regulations, land tenure and use, regulations concerning the importing and exporting of uranium and environmental

protection regulations.

The future effects of these factors cannot be accurately predicted, but any one or a combination of these

factors may result in our inability to receive an adequate return on our invested capital.

The only significant market for uranium is nuclear power

plants world-wide, and there are a limited number of customers.

We are dependent on a limited number of electric utilities that

buy uranium for nuclear power plants.

Because of the limited market for uranium, a reduction in purchases of newly produced uranium

by electric utilities for any reason (such as plant closings) would adversely affect the viability of our business.

The price of alternative energy sources affects the demand

for and price of uranium.

The attractiveness of uranium as an alternative fuel to generate

3 unchanged sentences

sources are developed, the demand for uranium could decrease, which may result in a decrease in the price of uranium.

title to our mineral property interests may be challenged.

we have taken reasonable measures to ensure proper title to our interests in mineral properties and other assets, there is no

guarantee that the title to any of such interests will not be challenged.

No assurance can be given that we will be able to secure

the grant or the renewal of existing mineral rights and tenures on terms satisfactory to us, or that governments in the jurisdictions

in which we operate will not revoke or significantly alter such rights or tenures or that such rights or tenures will not be challenged

or impugned by third parties, including local governments, aboriginal peoples or other claimants.

Our mineral properties may be

subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects.

A successful challenge to the precise area and location of our claims could result in us being unable to operate on our properties

as permitted or being unable to enforce our rights with respect to our properties.

to the nature of our business, we may be subject to legal proceedings which may divert management’s time and attention from

our business and result in substantial damage awards.

to the nature of our business, we may be subject to numerous regulatory investigations, securities claims, civil claims, lawsuits

and other proceedings in the ordinary course of our business.

The outcome of these lawsuits is uncertain and subject to inherent

uncertainties, and the actual costs to be incurred will depend upon many unknown factors.

We may be forced to expend significant

resources in the defense of these suits, and we may not prevail.

Defending against these and other lawsuits in the future may

not only require us to incur significant legal fees and expenses, but may become time-consuming for us and detract from our ability

to fully focus our internal resources on our business activities.

The results of any legal proceeding cannot be predicted with

certainty due to the uncertainty inherent in litigation, the difficulty of predicting decisions of regulators, judges and juries

and the possibility that decisions may be reversed on appeal.

There can be no assurances that these matters will not have a material

adverse effect on our business, financial position or operating results.

from better-capitalized companies affects prices and our ability to acquire both properties and personnel.

is global competition for uranium properties, capital, customers and the employment and retention of qualified personnel.

production and marketing of uranium, there are a number of producing entities, some of which are government controlled and all

of which are significantly larger and better capitalized than we are.

Many of these organizations also have substantially greater

financial, technical, manufacturing and distribution resources than we have.

future uranium production will also compete with uranium recovered from the de-enrichment of highly enriched uranium obtained

from the dismantling of United States and Russian nuclear weapons and imports to the United States of uranium from the former

Soviet Union and from the sale of uranium inventory held by the United States Department of Energy.

In addition, there are numerous

entities in the market that compete with us for properties and are attempting to become licensed to operate ISR and/or underground

mining facilities.

If we are unable to successfully compete for properties, capital, customers or employees or with alternative

uranium sources, it could have a materially adverse effect on our results of operations.

we have limited capital, inherent mining risks pose a significant threat to us compared with our larger competitors.

we have limited capital we may be unable to withstand significant losses that can result from inherent risks associated with mining,

including environmental hazards, industrial accidents, flooding, earthquake, interruptions due to weather conditions and other

acts of nature which larger competitors could withstand.

Such risks could result in damage to or destruction of our infrastructure

and production facilities, as well as to adjacent properties, personal injury, environmental damage and processing and production

delays, causing monetary losses and possible legal liability.

Our business could be harmed if we lose the services of our key

business and mineral exploration programs depend upon our ability to employ the services of geologists, engineers and other experts.

In operating our business and in order to continue our programs, we compete for the services of professionals with other mineral

exploration companies and businesses.

In addition, several entities have expressed an interest in hiring certain of our employees.

Our ability to maintain and expand our business and continue our exploration programs may be impaired if we are unable to continue

to employ or engage those parties currently providing services and expertise to us or identify and engage other qualified personnel

to do so in their place.

To retain key employees, we may face increased compensation costs, including potential new stock incentive

grants and there can be no assurance that the incentive measures we implement will be successful in helping us retain our key

we fail to maintain proper and effective internal controls, our ability to produce accurate and timely consolidated financial

statements could be impaired, which could harm our operating results, our ability to operate our business and investors’

that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate consolidated

financial statements on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently.

404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls.

The Company is in the process of reviewing its internal control over financial reporting in the interest of complying with Section

404 of the Sarbanes-Oxley Act.

Our failure to maintain the effectiveness of our internal controls in accordance with the requirements

of the Sarbanes-Oxley Act could have a material adverse effect on our business.

We could lose investor confidence in the accuracy

and completeness of our financial reports, which could have an adverse effect on the price of our common shares.

Company may be subject to certain tax consequences in its business, which may increase the cost of doing business.

Company may not be able to structure its acquisitions to result in tax-free treatment for the companies or their stockholders,

which could deter third parties from entering into certain business combinations with the Company or result in being taxed on

consideration received in a transaction.

COVID-19 coronavirus could adversely impact our business, including our mine development plans.

December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China.

Since then, the COVID-19

coronavirus has spread to multiple countries, including the United States.

As the COVID-19 coronavirus continues to spread

in the United States, we may experience disruptions that could severely impact our business, including:

of key mining activities due to limitations on travel, gathering, or business operations imposed or recommended by federal or

state governments, employers and others.

● limitations

in employee resources, including because of sickness of employees or their families or

the desire of employees to avoid contact with large groups of people.

delays in financial reporting and filings due to the impact of mitigation

efforts on staff and service providers

in local regulations as part of a response to the COVID-19 coronavirus outbreak which may require us to change the ways in which

mining is conducted, which may result in unexpected costs.

delays in necessary interactions

with regulators and other important agencies and contractors due to limitations in employee resources or new procedures due to

limitations imposed by COVID-19.

The title to our mineral property interests may be challenged.

Although we have taken reasonable measures to ensure proper

title to our interests in mineral properties and other assets, there is no guarantee that the title to any of such interests will

not be challenged.

No assurance can be given that we will be able to secure the grant or the renewal of existing mineral rights

and tenures on terms satisfactory to us, or that governments in the jurisdictions in which we operate will not revoke or significantly

alter such rights or tenures or that such rights or tenures will not be challenged or impugned by third parties, including local

governments, aboriginal peoples or other claimants.

Our mineral properties may be subject to prior unregistered agreements, transfers

or claims, and title may be affected by, among other things, undetected defects.

A successful challenge to the precise area and

location of our claims could result in us being unable to operate on our properties as permitted or being unable to enforce our

rights with respect to our properties.

Due to the nature of our business, we may be subject to

legal proceedings which may divert management’s time and attention from our business and result in substantial damage awards.

Due to the nature of our business, we may be subject to numerous

regulatory investigations, securities claims, civil claims, lawsuits and other proceedings in the ordinary course of our business.

The outcome of these lawsuits is uncertain and subject to inherent uncertainties, and the actual costs to be incurred will depend

upon many unknown factors.

We may be forced to expend significant resources in the defense of these suits, and we may not prevail.

Defending against these and other lawsuits in the future may not only require us to incur significant legal fees and expenses,

but may become time-consuming for us and detract from our ability to fully focus our internal resources on our business activities.

The results of any legal proceeding cannot be predicted with certainty due to the uncertainty inherent in litigation, the difficulty

of predicting decisions of regulators, judges and juries and the possibility that decisions may be reversed on appeal.

be no assurances that these matters will not have a material adverse effect on our business, financial position or operating results.

Competition from better-capitalized companies affects

prices and our ability to acquire both properties and personnel.

There is global competition for uranium properties, capital,

customers and the employment and retention of qualified personnel.

In the production and marketing of uranium, there are a number

of producing entities, some of which are government controlled and all of which are significantly larger and better capitalized

Many of these organizations also have substantially greater financial, technical, manufacturing and distribution resources

than we have.

Our future uranium production will also compete with uranium

recovered from the de-enrichment of highly enriched uranium obtained from the dismantling of United States and Russian nuclear

weapons and imports to the United States of uranium from the former Soviet Union and from the sale of uranium inventory held by

the United States Department of Energy.

In addition, there are numerous entities in the market that compete with us for properties

and are attempting to become licensed to operate ISR and/or underground mining facilities.

If we are unable to successfully compete

for properties, capital, customers or employees or with alternative uranium sources, it could have a materially adverse effect

on our results of operations.

Because we have limited capital, inherent mining risks

pose a significant threat to us compared with our larger competitors.

Because we have limited capital we may be unable to withstand

significant losses that can result from inherent risks associated with mining, including environmental hazards, industrial accidents,

flooding, earthquake, interruptions due to weather conditions and other acts of nature which larger competitors could withstand.

Such risks could result in damage to or destruction of our infrastructure and production facilities, as well as to adjacent properties,

personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability.

Our business could be harmed if we lose the services of our key personnel.

Our business and mineral exploration programs depend upon our

ability to employ the services of geologists, engineers and other experts.

In operating our business and in order to continue our

programs, we compete for the services of professionals with other mineral exploration companies and businesses.

In addition, several

entities have expressed an interest in hiring certain of our employees.

Our ability to maintain and expand our business and continue

our exploration programs may be impaired if we are unable to continue to employ or engage those parties currently providing services

and expertise to us or identify and engage other qualified personnel to do so in their place.

To retain key employees, we may face

increased compensation costs, including potential new stock incentive grants and there can be no assurance that the incentive measures

we implement will be successful in helping us retain our key personnel.

If we fail to maintain proper and effective internal controls,

our ability to produce accurate and timely consolidated financial statements could be impaired, which could harm our operating

results, our ability to operate our business and investors’

Ensuring that we have adequate internal financial and accounting

controls and procedures in place so that we can produce accurate consolidated financial statements on a timely basis is a costly

and time-consuming effort that will need to be evaluated frequently.

Section 404 of the Sarbanes-Oxley Act requires public companies

to conduct an annual review and evaluation of their internal controls.

The Company is in the process of reviewing its internal

control over financial reporting in the interest of complying with Section 404 of the Sarbanes-Oxley Act.

Our failure to maintain

the effectiveness of our internal controls in accordance with the requirements of the Sarbanes-Oxley Act could have a material

adverse effect on our business.

We could lose investor confidence in the accuracy and completeness of our financial reports, which

could have an adverse effect on the price of our common shares.

The Company may be subject to certain tax consequences

in its business, which may increase the cost of doing business.

The Company may not be able to structure its acquisitions to

result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain

business combinations with the Company or result in being taxed on consideration received in a transaction.

The COVID-19 coronavirus could adversely impact our business,

including our mine development plans.

In December 2019, a novel strain of coronavirus, COVID-19, was

reported to have surfaced in Wuhan, China.

Since then, the COVID-19 coronavirus has spread to multiple countries, including the

United States.

As the COVID-19 coronavirus continues to spread in the United States, we may experience disruptions that could

severely impact our business, including:

● interruption of key mining activities due to limitations on travel, gathering, or business operations

imposed or recommended by federal or state governments, employers and others.

● limitations in employee resources, including because of sickness of employees or their families

or the desire of employees to avoid contact with large groups of people.

● delays in financial reporting and filings due to the impact of mitigation efforts on staff and

service providers

● changes in local regulations as part of a response to the COVID-19 coronavirus outbreak which may

require us to change the ways in which mining is conducted, which may result in unexpected costs.

● delays in necessary interactions with regulators and other important agencies and contractors due

to limitations in employee resources or new procedures due to limitations imposed by COVID-19.

● reduction in the global demand for uranium and vanadium due to reduced production levels in the

5 unchanged sentences

as the COVID-19 crisis is ongoing and the dynamic of the mine closure/spot price relationship may change.

global outbreak of the COVID-19 coronavirus continues to rapidly evolve.

The extent to which the COVID-19 coronavirus may impact

our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the

ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United

States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States

and other countries to contain and treat the disease.

Related to Our Stock

we are unable to raise additional capital, our business may fail and stockholders may lose their entire investment.

had $2,084,782 and $909,865 in cash at December 31, 2019 and December 31, 2018, respectively.

There can be no assurance that we

will be able to obtain additional capital after we exhaust our current cash.

To the extent that we raise additional capital through

the sale of equity or convertible debt securities, the issuance of such securities would likely result in substantial dilution

to existing stockholders.

If we borrow money, we will have to pay interest and may also have to agree to restrictions that limit

our operating flexibility.

additional capital is not available in sufficient amounts or on a timely basis, we will experience liquidity problems, and we

could face the need to significantly curtail current operations, change our planned business strategies and pursue other remedial

Any curtailment of business operations would have a material negative effect on operating results, the value of our

outstanding stock is likely to fall, and our business may fail, causing our stockholders to lose their entire investment.

could be diluted if we were to use common shares to raise capital.

may need to seek additional capital to carry our business plan.

This financing could involve one or more types of securities including

common shares, convertible debt or warrants to acquire common shares.

These securities could be issued at or below the then prevailing

market price for our common shares.

Any issuance of additional common shares could be dilutive to existing stockholders and could

adversely affect the market price of our common shares.

Company’s common shares may be traded infrequently and in low volumes, which may negatively affect the ability to sell

Company’s common shares may trade infrequently and in low volumes on both the CSE and OTCQX, meaning that the number of

persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent.

This situation may be attributable to a number of factors, including the fact that we are a small company that is relatively unknown

to stock analysts, stock brokers, institutional investors and others in the investment community who can generate or influence

sales volume, and that even if we came to the attention of such institutionally oriented persons, they tend to be risk-averse

in this environment and would be reluctant to follow an early stage company such as ours or purchase or recommend the purchase

of our shares until such time as we became more advanced and viable.

As a consequence, there may be periods of several days or

more when trading activity in the Company’s shares is minimal or non-existent, as compared to a seasoned issuer which has

a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share

The Company cannot give you any assurance that a broader or more active public trading market for our common shares

will develop or be sustained.

Due to these conditions, we can give you no assurance that you will be able to sell your shares

at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.

Further, institutional and other

investors may have investment guidelines that restrict or prohibit investing in securities traded in the over-the-counter market.

These factors may have an adverse impact on the trading and price of our securities, and could result in the loss by investors

of all or part of their investment.

Company’s common share price may be volatile.

future trading price of the Company’s common shares may be volatile and may fluctuate substantially.

The price of the common

shares may be higher or lower than the price you pay for your shares, depending on many factors, some of which are beyond the

Company’s control and may not be directly related to its operating performance.

The global outbreak of the COVID-19 coronavirus continues to

rapidly evolve.

The extent to which the COVID-19 coronavirus may impact our business will depend on future developments, which

are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration

of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business

disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease.

Risks Related to Our Stock

If we are unable to raise additional capital, our business

may fail and stockholders may lose their entire investment.

We had $565,250 and $2,084,782 in cash at December 31, 2020

and December 31, 2019, respectively.

There can be no assurance that we will be able to obtain additional capital after we exhaust

our current cash.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the

issuance of such securities would likely result in substantial dilution to existing stockholders.

If we borrow money, we will have

to pay interest and may also have to agree to restrictions that limit our operating flexibility.

If additional capital is not available in sufficient amounts

or on a timely basis, we will experience liquidity problems, and we could face the need to significantly curtail current operations,

change our planned business strategies and pursue other remedial measures.

Any curtailment of business operations would have a

material negative effect on operating results, the value of our outstanding stock is likely to fall, and our business may fail,

causing our stockholders to lose their entire investment.

Shareholders could be diluted if we were to use common

shares to raise capital.

We may need to seek additional capital to carry our business

This financing could involve one or more types of securities including common shares, convertible debt or warrants to acquire

common shares.

These securities could be issued at or below the then prevailing market price for our common shares.

of additional common shares could be dilutive to existing stockholders and could adversely affect the market price of our common

The Company’s common shares may be traded infrequently

and in low volumes, which may negatively affect the ability to sell shares.

The Company’s common shares may trade infrequently and

in low volumes on both the CSE and OTCQX, meaning that the number of persons interested in purchasing our common shares at or near

bid prices at any given time may be relatively small or non-existent.

This situation may be attributable to a number of factors,

including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors

and others in the investment community who can generate or influence sales volume, and that even if we came to the attention of

such institutionally oriented persons, they tend to be risk-averse in this environment and would be reluctant to follow an early

stage company such as ours or purchase or recommend the purchase of our shares until such time as we became more advanced and viable.

As a consequence, there may be periods of several days or more when trading activity in the Company’s shares is minimal or

non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support

continuous sales without an adverse effect on share price.

The Company cannot give you any assurance that a broader or more

active public trading market for our common shares will develop or be sustained.

Due to these conditions, we can give you

no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to

liquidate your shares.

Further, institutional and other investors may have investment guidelines that restrict or prohibit

investing in securities traded in the over-the-counter market.

These factors may have an adverse impact on the trading and

price of our securities, and could result in the loss by investors of all or part of their investment.

The Company’s common share price may be volatile.

The future trading price of the Company’s common shares

may be volatile and may fluctuate substantially.

The price of the common shares may be higher or lower than the price you pay for

your shares, depending on many factors, some of which are beyond the Company’s control and may not be directly related to

its operating performance.

These factors include the following:

and volume fluctuations in the overall stock market from time to time;

● significant

volatility in the market price and trading volume of securities of mineral exploration

and mining companies;

in government regulations or regulatory policies with respect to mineral exploration

and mining companies or in the status of our regulatory approvals;

or anticipated changes in earnings or fluctuations in operating results;

● announcements

by us or by our competitors of acquisitions or of new products, commercial relationships

or capital commitments;

to our operations or those of other contractors critical to our operations;

emergence of new competitors;

● commencement

of, or our involvement in, litigation;

issuances of our common shares or the incurrence of additional debt;

of new or different accounting standards;

economic conditions and trends and slow or negative growth of related markets;

of a major funding source;

of key personnel.

to the continued potential volatility of its stock price, the Company may be the target of securities litigation in the future.

Securities litigation could result in substantial costs and divert management’s attention and resources from the business.

sale of shares by our directors and officers may adversely affect the market price for our shares.

of significant amounts of common shares held by our officers and directors, or the prospect of these sales, could adversely affect

the market price of our common shares.

Management’s stock ownership may discourage a potential acquirer from making a tender

offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders

from realizing a premium over our stock price.

have never paid or declared any dividends on our common shares.

have never paid or declared any dividends on our common shares or preferred stock.

Likewise, we do not anticipate paying, in the

near future, dividends or distributions on our common shares.

Any future dividends on common shares will be declared at the discretion

of our board of directors and will depend, among other things, on our earnings, our financial requirements for future operations

and growth, and other facts as we may then deem appropriate.

Chief Executive Officer is one of our largest stockholders, and as a result he can exert control over us and have actual or potential

interests that may diverge from yours.

Glasier, our CEO, beneficially owns, in the aggregate, about 17.4% of our common shares.

price and volume fluctuations in the overall stock market from time to time;

significant volatility in the market price and trading volume of securities of mineral exploration and mining companies;

changes in government regulations or regulatory policies with respect to mineral exploration and mining companies or in the status of our regulatory approvals;

actual or anticipated changes in earnings or fluctuations in operating results;

announcements by us or by our competitors of acquisitions or of new products, commercial relationships or capital commitments;

disruption to our operations or those of other contractors critical to our operations;

the emergence of new competitors;

commencement of, or our involvement in, litigation;

dilutive issuances of our common shares or the incurrence of additional debt;

adoption of new or different accounting standards;

general economic conditions and trends and slow or negative growth of related markets;

loss of a major funding source;

departures of key personnel.

Due to the continued potential volatility of its stock price,

the Company may be the target of securities litigation in the future.

Securities litigation could result in substantial costs and

divert management’s attention and resources from the business.

The sale of shares by our directors and officers may adversely

affect the market price for our shares.

Sales of significant amounts of common shares held by our officers

and directors, or the prospect of these sales, could adversely affect the market price of our common shares.

Management’s

stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us,

which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

We have never paid or declared any dividends on our common

We have never paid or declared any dividends on our common shares

or preferred stock.

Likewise, we do not anticipate paying, in the near future, dividends or distributions on our common shares.

Any future dividends on common shares will be declared at the discretion of our board of directors and will depend, among other

things, on our earnings, our financial requirements for future operations and growth, and other facts as we may then deem appropriate.

Our Chief Executive Officer is one of our largest stockholders,

and as a result he can exert control over us and have actual or potential interests that may diverge from yours.

George Glasier, our CEO, beneficially owns, in the aggregate, about

14.2% of our common shares.

As a result, Mr.

Glasier might be able

to influence many matters requiring stockholder approval, including the election of directors and approval of mergers and other

significant corporate transactions.

This concentration of ownership may have the effect of delaying, preventing or deterring a

change in control, and could deprive our stockholders of an opportunity to receive a premium for their common shares as part of

a sale of our company and may affect the market price of our stock.

Glasier may have interests that diverge from those of other holders of our common shares.

Glasier might be able to influence many matters requiring stockholder approval, including

the election of directors and approval of mergers and other significant corporate transactions.

This concentration of ownership may have

the effect of delaying, preventing or deterring a change in control, and could deprive our stockholders of an opportunity to receive a

premium for their common shares as part of a sale of our company and may affect the market price of our stock.

Furthermore, Mr.

Glasier may have interests that diverge from

those of other holders of our common shares.

As a result, Mr.

Glasier may vote

the shares he owns or controls or otherwise cause us to take actions that may conflict with your best interests as a stockholder,

which could adversely affect our results of operations and the trading price of our common shares.

Glasier may vote the shares he owns or controls or otherwise cause

us to take actions that may conflict with your best interests as a stockholder, which could adversely affect our results of operations

and the trading price of our common shares.

Through this control, Mr.

can control our management, affairs and all matters requiring stockholder approval, including the approval of significant corporate

transactions, a sale of our company, decisions about our capital structure and the composition of our Board of Directors.

UNRESOLVED STAFF COMMENTS

Glasier can control our management, affairs and all matters

requiring stockholder approval, including the approval of significant corporate transactions, a sale of our company, decisions

about our capital structure and the composition of our Board of Directors.

UNRESOLVED STAFF

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