What changed in this filing

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Item 1A. Risk Factors

2021-11-22 compared with 2021-08-23 · 131 added, 130 removed, 607 unchanged (30% of the section changed)

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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.

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 us to continue our 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.

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

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 us to continue our 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.

We acquired our first mineral properties in November

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We have a history of significant negative cash

flow and net losses, with an accumulated deficit balance of $11.9 million and $11.1 million at June 30, 2021 and December 31, 2020, 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.

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

At June 30, 2021 and December 31, 2020, we had

working capital of $4,855,915 and $162,375, 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 additional financing in the future.

Our condensed consolidated financial statements for the six months ended

June 30, 2021 and 2020, which are incorporated herein by reference, were prepared assuming that we would continue as a going concern.

We have incurred continuing losses from operations, and we are dependent upon future sources of equity or debt financing in order to fund

our operations.

flow and net losses, with an accumulated deficit balance of $12.7 million and $11.1 million at September 30, 2021 and December 31, 2020,

respectively.

We have been reliant on equity financings from the sale of our common shares and on debt financing in order to fund our

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 September 30, 2021 and December 31, 2020, we

had working capital of $4,004,375 and $162,375, 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 additional financing in the future.

Our condensed consolidated financial statements for the nine months

ended September 30, 2021 and 2020, which are incorporated herein by reference, were prepared assuming that we would continue as a going

We have incurred continuing losses from operations, and we are dependent upon future sources of equity or debt financing in order

to fund our operations.

These conditions raise substantial doubt about our ability to continue as a going concern.

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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 depend 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, the impact

of the COVID-19 pandemic 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

Our reliance on equity and debt financing is expected

to continue for the foreseeable future.

The availability of such additional financing, whenever it will be required, will depend 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, the impact of

the COVID-19 pandemic, 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

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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

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

into profitable mining activities.

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accordance with specifications or expectations.

These risks and uncertainties could result in delays, reductions or stoppages in our mining

These risks and uncertainties could result in delays, reductions, or stoppages in our

mining activities;

increased capital and/or extraction costs;

damage to, or destruction of, our mineral projects, extraction facilities or other

damage to, or destruction of, our mineral projects, extraction facilities

or other properties;

personal injuries;

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We are an “exploration stage issuer”,

as defined by the SEC in subpart 1300 of Regulation S-K (“ Subpart 1300 ”), even though the Sunday Mine Complex has been

permitted and developed and we intend to do additional development to expand near-term production capacity.

We have not established proven

mineral reserves or probable mineral reserves, as defined in Subpart 1300, through the completion of a “final” or “bankable”

as defined by the SEC in subpart 1300 of Regulation S-K (“Subpart 1300”), even though the Sunday Mine Complex has been permitted

and developed and we intend to do additional development to expand near-term production capacity.

We have not established proven mineral

reserves or probable mineral reserves, as defined in Subpart 1300, through the completion of a “final” or “bankable”

feasibility study for any of our uranium properties.

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These actions can occur in response

to current activities or in respect of mines that are decades old.

to current activities or with respect to mines that are decades old.

In addition, these actions can occur in response to our activities

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increased costs, which could have a material adverse effect on our business and financial condition.

We may not be able to realize anticipated

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

We have acquired a license for Kinetic Separation,

which provides a low cost, purely physical, method of separating uranium and vanadium mineralization from waste.

To utilize and commercialize

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.

Our ability to realize anticipated benefits

of the Kinetic Separation process is subject to uncertainties associated with that process.

In order to utilize Kinetic Separation to process

uranium/vanadium bearing ore, there are uncertainties that must be addressed.

Currently, to utilize Kinetic Separation the Company would

need to either apply for its own milling license for a processing facility or arrange to utilize a third party’s mill, either of

which would entail delays and associated costs.

The Company and its regulatory counsel are continuing to seek an alternative path forward

that would allow the Company to use Kinetic Separation either inside a uranium mine or on the surface outside of the underground workings

to further reduce transportation costs.

There is no assurance that such an alternative approach will be approved.

In addition, although the Company has conducted initial tests of its

Kinetic Separation technology with what appear to be positive results, those results have not been validated by a qualified person.

Technological changes could undermine and

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be affected by technological changes in nuclear reactors, enrichment, and used uranium fuel reprocessing.

These technological changes could

reduce the demand for uranium.

In addition, our competitors may adopt technological advancements that give them an advantage over us.

These technological changes

could reduce the demand for uranium.

In addition, our competitors may adopt technological advancements that give them an advantage over

A shortage of equipment and supplies could

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We may enter into joint ventures, partnership

arrangements, or offtake agreements, with other parties in relation to the exploration, development, and production of the properties

in which we have an interest.

Any failure of such other companies to meet their obligations to us or to third parties, or any disputes

with respect to the parties’ respective rights and obligations, could have a material adverse effect on us, the development and

production at our properties, and on future joint ventures, if any, or their properties, and therefore could have a material adverse effect

on our results of operations, financial performance, cash flows and the price of our common shares.

arrangements, or offtake agreements with other parties in relation to the exploration, development, and production of the properties in

which we have an interest.

Any failure of such other companies to meet their obligations to us or to third parties or any disputes with

respect to the parties’ respective rights and obligations could have a material adverse effect on us, the development and production

at our properties, and on future joint ventures, if any, or their properties, and therefore could have a material adverse effect on our

results of operations, financial performance, cash flows and the price of our common shares.

We do not insure against all of the risks

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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.

sites and bring them into production, which 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

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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.

Any acquisitions would be accompanied by risks which could have

a material adverse effect on our business.

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.

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

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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.

or changes thereto, of any government body, regulatory agency, or special interest group may also have a material adverse effect on our

Uranium exploration and development programs and

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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.

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

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the cost, production, and financial performance of our operations.

We may not be able to obtain, maintain or

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

We may not be able to obtain, maintain,

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

Our exploration, development, 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, or may not

be granted or may be withdrawn or made subject to limitations.

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

granted, may be withdrawn, or made subject to limitations.

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

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We consider the existing infrastructure to be adequate to support our currently proposed

However, unusual or infrequent weather phenomena, sabotage, or government or other interference in the maintenance or provision

However, unusual or infrequent weather phenomena, sabotage, government, or other interference in the maintenance or provision

of such infrastructure could adversely affect our operations, financial condition, and results of operations.

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of uranium and vanadium is very limited, it may be difficult for us to gain access to a mill on favorable terms, or at all.

result in increased costs and/or significant delays in or interruption of or cessation of the Company’s business activities.

could sell uranium ore without utilizing a mill to process into yellowcake (U3O8), however this practice would likely generate lower revenues.

result in increased costs and/or significant delays in, interruption of, or cessation of the Company’s business activities.

sell uranium ore without utilizing a mill to process uranium into yellowcake (U3O8).

However, this practice would likely generate lower

The price of alternative energy sources

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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.

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

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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.

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

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.

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

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

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

Our future uranium production may also compete

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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.

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

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

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

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

Our business and mineral exploration programs

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under existing notes payable or other debt instruments.

In such circumstances, or we were to default on our obligations under debentures

In such circumstances, or if we were to default on our obligations under debentures

or other debt instruments, the amounts drawn under our debt agreements may become due and payable before the agreed maturity date, and

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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.

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 our

mining activities are conducted, which may result in unexpected costs.

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.

in the global demand for uranium and vanadium due to reduced production levels in the primary applications of uranium and vanadium.

for COVID-19 could cause a decline in energy consumption or indirectly reduced oil prices could lessen the demand for nuclear power.

has globally resulted in uranium mine closures that have taken substantial uranium supply offline and increased the spot price of uranium

to date during this crisis, there is no guarantee that this relationship will continue as the COVID-19 crisis is ongoing and the dynamic

of the mine closure/spot price relationship may change.

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, due to 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 our mining activities are conducted, resulting 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 primary applications of uranium and vanadium.

Restrictions for COVID-19 could cause a decline in energy consumption, or indirectly reduced oil prices could lessen the demand for nuclear power.

COVID-19 has globally resulted in uranium mine closures that have taken substantial uranium supply offline and increased the spot price of uranium to date during this crisis, there is no guarantee that this relationship will continue as the COVID-19 crisis is ongoing and the dynamic of the mine closure/spot price relationship may change.

The global outbreak of the COVID-19 coronavirus

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highly uncertain and cannot be predicted with confidence, such as the continuing geographic spread of the disease and its variants, the

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

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

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

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our business may fail and shareholders may lose their entire investment.

We had $5,280,162 and $565,250 in cash at June

We had $4,445,103 and $565,250 in cash at September

30, 2021 and December 31, 2020, respectively.

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We may also in the future grant options to purchase common shares as non-cash incentives to some or all

of our directors, officers, and key employees and/or consultants.

Such options could be issued at or above the then prevailing market

price for our common shares and could have the effect of diluting shareholders’ percentage ownership and voting power and could

also adversely affect the market price of our common shares.

of our directors, officers, key employees, and/or consultants.

Such options could be issued at or above the then prevailing market price

for our common shares and could have the effect of diluting shareholders’ percentage ownership and voting power and could also adversely

affect the market price of our common shares.

Our common shares may be traded infrequently

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be volatile and might not reflect the long-term value of our company.

future trading price of our 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 our control and may not be directly

related to our operating performance.

The future trading price of our 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 our control and may not be directly related to our operating performance.

These factors include the following:

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reducing market liquidity.

a result of any of these factors, the market price of our common shares at any given time may not accurately reflect the long-term value

of our company.

As a result of any of these factors, the market

price of our common shares at any given time may not accurately reflect the long-term value of our company.

The sale of shares by our directors and

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or if any other event occurs or any condition

exists which, in their opinion, makes continued listing on the exchange inadvisable.

exists which, in the exchange’s opinion, makes continued listing on the exchange inadvisable.

If the CSE or any other exchange were to delist

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as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).

For as long as we continue to be an emerging growth

company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are

not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and

exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden

parachute payments not previously approved.

We could be an emerging growth company for up to five years, although circumstances could

cause us to lose that status earlier, including if the market value of our common shares held by non-affiliates exceeds $700 million as

of any June 30th before that time, in which case we would no longer be an emerging growth company as of the following December 31.

We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions.

investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our

share price may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting

standards until such time as those standards apply to private companies.

We have elected to avail ourselves of this exemption from new

or revised accounting standards and, therefore, will not be subject to the same new or revised accounting standards as other public companies

that are not emerging growth companies.

For as long as we continue to be an “emerging

growth company,” we may take advantage of exemptions from various reporting requirements that are applicable to other public companies

that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and

proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder

approval of any golden parachute payments not previously approved.

We could be an “emerging growth company” for up to five

years, although circumstances could cause us to lose that status earlier, including if the market value of our common shares held by non-affiliates

exceeds $700 million as of any June 30th before that time, in which case we would no longer be an “emerging growth company”

as of the following December 31.

We cannot predict if investors will find our common shares less attractive because we may rely on

these exemptions.

If some investors find our common shares less attractive, there may be a less active trading market for our common shares

and our share price may be more volatile.

Under the JOBS Act, “emerging growth companies” can also delay adopting new or revised

accounting standards until such time as those standards apply to private companies.

We have elected to avail ourselves of this exemption

from new or revised accounting standards and, therefore, will not be subject to the same new or revised accounting standards as other

public companies that are not “emerging growth companies”.

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-Q

Item 1A. Risk Factors