What changed in this filing

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Item 1A. Risk Factors

2025-04-15 compared with 2024-04-16 · 193 added, 172 removed, 527 unchanged (41% of the section changed)

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next several years as we incur expenses to further expand our mining operations at our Sunday Mine Complex, including acquiring additional

mining equipment, adding to the mining team and scaling up mining operations.

During the year ended December 31, 2023, we generated a

net loss of $4,942,594.

As of December 31, 2023, we had an accumulated deficit of $18,817,857 and working capital of $8,970,434.

mining equipment, adding to the mining team and scaling up mining operations, as wells as the for the permitting and construction of our

mineral processing facility.

During the year ended December 31, 2024, we generated a net loss of $10,112,037.

As of December 31, 2024,

we had an accumulated deficit of $28,929,894 and working capital of $5,240,584.

The Company’s ability to continue its planned

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plans include seeking to procure additional funds through debt and equity financings, to secure regulatory approval to fully utilize its

Kinetic Separation technology, to scale up its mining operations at Sunday Mine Complex, to construct its own ore processing mill that

is expected to be licensed to utilize Kinetic Separation, and to initiate the processing of ore to generate operating cash flows.

Kinetic Separation technology, to scale up its mining operations at Sunday Mine Complex, to construct its own mineral processing mill

that is expected to be licensed to utilize Kinetic Separation, and to initiate the processing of ore to generate operating cash flows.

If we cannot access additional sources of private

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and maintain operational profitability and to develop positive cash flows 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

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.

In addition, in July 2023, we announced

our plans to permit and develop a mill for the processing of uranium and vanadium.

In addition, in

July 2023, we announced our plans to permit and develop a mill for the processing of uranium and vanadium.

As more fully described under “Liquidity

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

Uranium/vanadium exploration and pre-extraction

programs and mining activities are inherently subject to numerous significant risks and uncertainties, many beyond our control, including,

but not limited to:

Uranium/vanadium exploration and

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

our control, including, but not limited to:

(i) unanticipated ground and water conditions and adverse claims to water rights;

(ii) unusual or unexpected geological

unusual or unexpected geological formations;

(iii) metallurgical and other processing problems;

(iv) the occurrence of unusual weather or operating conditions and other

force majeure events;

(iv) the occurrence of unusual

weather or operating conditions and other force majeure events;

(v) lower than expected ore grades;

(vi) industrial accidents;

(vii) delays in the receipt of or failure to receive

necessary government permits;

delays in the receipt of or failure to receive necessary government permits;

(viii) delays in transportation;

(ix) availability of contractors and labor;

(x) government permit restrictions

and regulation restrictions;

(xi) unavailability of materials, equipment and milling facilities;

and (xii) the failure of equipment or

processes to operate in accordance with specifications or expectations.

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 properties;

(ix) availability of

contractors and labor;

(x) government permit restrictions and regulation restrictions;

(xi) unavailability of materials, equipment

and milling facilities;

and (xii) the failure of equipment or processes to operate in accordance with specifications or

expectations.

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

capital and/or extraction costs;

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

personal injuries;

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processing of uranium and vanadium is very limited, we have determined that we will seek a permit and then construct our own uranium and

vanadium ore processing mill.

The capital required and risks involved in such an endeavor could negatively affect our ability to do business.

The construction of a facility for the processing

vanadium ore processing facility.

The capital required and risks involved in such an endeavor could negatively affect our ability to do

The construction of facilities for the processing

of uranium ore is both a capital-intensive and regulatory intensive endeavor.

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delays in, interruption of, or cessation of the Company’s business activities.

Our ability to realize anticipated benefits

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

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

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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

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.

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;

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.

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;

and the acquired business or assets may have unknown liabilities

which may be significant.

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 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.

The uranium industry is subject to numerous

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adverse effect on our operations.

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.

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

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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.

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.

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

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be subject to legal proceedings which may divert management’s time and attention from our business and result in substantial damage

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.

There can be no assurances that these matters will not have a material adverse effect on our business, financial

position or operating results.

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.

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.

Competition from better-capitalized companies

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of operations may be negatively affected by economic and other consequences from Russia’s military action against Ukraine and the

international sanctions imposed in response to that action.

international sanctions imposed in response to that action, as well as from other military conflicts in the Middle East and elsewhere.

In late February 2022, Russia launched a large-scale

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have announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses.

In early 2024, a conflict erupted in the Middle

East that has resulted in interruptions to travel, shipping and logistics and creating escalated unrest in the region.

Any continuation

or escalation of this conflict is likely to result in further risks to the local and worldwide economy, not different from the interruptions

discussed above related to the tensions between Russia and Ukraine.

The ramifications of the hostilities and sanctions

discussed above may not be limited to Russia, Ukraine and the Middle East, as well as Russian, Ukrainian and Middle East based companies

and may spill over to and negatively impact other regional and global economic markets (including Europe and the United States), companies

in other countries (particularly those that have significant trade with Russia and Ukraine) and on various sectors, industries and

markets for securities and commodities globally, such as oil and natural gas.

Accordingly, the actions discussed above and the potential

for a wider conflict could increase financial market volatility and cause severe negative effects on regional and global economic markets,

industries, and companies.

In addition, Russia may take retaliatory actions and other countermeasures, including cyberattacks and espionage

against other countries and companies around the world, which may negatively impact such countries and companies.

A conflict erupted in the Middle East that has resulted in interruptions

to travel, shipping and logistics and creating escalated unrest in the region.

Any continuation or escalation of this conflict is likely

to result in further risks to the local and worldwide economy, not different from the interruptions discussed above related to the tensions

between Russia and Ukraine.

The ramifications of the hostilities and

sanctions discussed above may not be limited to Russia, Ukraine and the Middle East, as well as Russian, Ukrainian and Middle

East based companies and may spill over to and negatively impact other regional and global economic markets (including Europe and

the United States), companies in other countries (particularly those that have significant trade with Russia and Ukraine) and

on various sectors, industries and markets for securities and commodities globally, such as oil and natural gas.

Accordingly, the

actions discussed above and the potential for a wider conflict could increase financial market volatility and cause severe negative

effects on regional and global economic markets, industries, and companies.

In addition, Russia may take retaliatory actions and

other countermeasures, including cyberattacks and espionage against other countries and companies around the world, which may

negatively impact such countries and companies.

The extent and duration of the military action

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a recession, there can be no assurance that our business, financial condition and results of operations would not be materially adversely

The occurrence of unforeseen or extended catastrophic events, including in particular the COVID-19 pandemic, and the emergence

of a future pandemic or other widespread health emergency (or concerns over the possibility of such an emergency) could create economic

and financial disruptions.

These types of challenges can impact commodity prices, including for uranium and vanadium, as well as currencies

and global stock markets.

As a result of COVID-19, or in the case of a future pandemic or other widespread health emergency, quarantine

or otherwise, requirements or circumstances may require the Company to change the way it conducts its business and operations, including

requiring the Company to reduce or cease operations at some or all its facilities for an indeterminate period of time.

Furthermore, our

critical supply chains may similarly be disrupted for an indeterminate amount of time.

All these factors could have a material impact

on the Company’s business, operations, personnel and financial condition.

These types of challenges may impact our

ability to obtain equity, debt or other financing on terms commercially reasonable to us, or at all.

Additionally, these types of

factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may

result in impairment losses.

If these types of challenges occur, or if there is a material deterioration in general business and

economic conditions, our operations could be adversely impacted and the trading price of our securities could be adversely

The occurrence of unforeseen or extended catastrophic events, including in particular the emergence of a future pandemic or

other widespread health emergency (or concerns over the possibility of such an emergency) could create economic and financial disruptions.

These types of challenges can impact commodity prices, including for uranium and vanadium, as well as currencies and global stock markets.

In the case of a future pandemic or other widespread health emergency, quarantine or otherwise, requirements or circumstances may require

the Company to change the way it conducts its business and operations, including requiring the Company to reduce or cease operations at

some or all its facilities for an indeterminate period of time.

Furthermore, our critical supply chains may similarly be disrupted for

an indeterminate amount of time.

All these factors could have a material impact on the Company’s business, operations, personnel

and financial condition.

These types of challenges may impact our ability

to obtain equity, debt or other financing on terms commercially reasonable to us, or at all.

Additionally, these types of factors, as

well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment

If these types of challenges occur, or if there is a material deterioration in general business and economic conditions, our operations

could be adversely impacted and the trading price of our securities could be adversely affected.

In the event of the occurrence of these global

risk events, our business could be severely impacted, 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 a pandemic outbreak which may require us to change the ways in which mining is 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 otherwise imposed.

in the global demand for uranium and/or vanadium due to reduced primary applications of uranium (nuclear power generation) and vanadium

(steelmaking).

● COVID-19 style restrictions could cause a

decline in energy consumption or indirectly reduced oil prices could lessen the demand for nuclear power.

previously caused 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, 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 a pandemic 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 otherwise imposed.

● reduction in the global demand for uranium and/or

vanadium due to reduced primary applications of uranium (nuclear power generation) and vanadium (steelmaking).

Changing global

and regional political and economic conditions, including changes in U.S.

laws and policies regulating international trade, including

the imposition of import tariffs, changes to regulations affecting cross-border trade and transactions, trade and other disputes between

the United States and other jurisdictions could adversely impact our business.

Recent political and economic shifts, both domestic and international,

may create uncertainty and pose risks to our operations and business.

Government policies related to protectionism, economic nationalism

and attitudes toward multinational corporations have recently resulted in, and could result in additional, regulatory changes, trade barriers,

or investment restrictions.

Additionally, international trade disputes – including tariffs, counter-tariffs, export controls,

sanctions and currency regulations – may increase costs, further disrupt supply chains, and have other negative impacts on our business

and operating models.

Furthermore, market volatility, driven by shifts in U.S.

and foreign trade policies, fluctuating interest rates

or currency controls, may affect commodity prices, capital availability and investor confidence.

Even the perception of these risks could

lead to reduced investment, higher production and operating costs, and other operational challenges.

If such trends continue, they may

have a material adverse effect on our business and financial performance.

It is difficult to estimate the potential impact on our business.

To the extent these conditions adversely affect our business as discussed, they may also have the effect of heightening many of the

other risks described in this Item 1A such as those relating to cyber-security, supply chain, inflationary and other volatility in

prices of goods and materials, and the condition of the markets including as related to our ability to access additional capital, any

of which could negatively affect our business.

Risks Related to Our Stock

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We had $5,482,631 in cash and cash equivalents

at December 31, 2023.

as of December 31, 2024.

There can be no assurance that we will be able to obtain additional capital after we exhaust our current cash.

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

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 shareholders.

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Furthermore, Mr.

Glasier may have interests

that diverge from those of other holders of our common shares.

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 shareholder, 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 shareholder, which could adversely affect our results of operations

and the trading price of our common shares.

Through this control, Mr.

Glasier can exert influence over our

management, affairs and all matters requiring shareholder 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.

Glasier can exert influence over our management, affairs and all

matters requiring shareholder 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.

Risks Related to Our Regulatory Environment

The SEC’s adoption of the “Modernization

of Property Disclosures for Mining Registrants,” as codified in S-K 1300, has created new disclosure requirements for mineral reserves

of Property Disclosures for Mining Registrants,” as codified in S-K 1300, created new disclosure requirements for mineral reserves

and mineral resources that create some ambiguity for issuers required to comply with both the requirements of S-K 1300 and NI 43-101 and

may result in increased compliance costs.

SEC Industry Guide 7 has been rescinded and replaced

by S-K 1300, which requires that we disclose specific information related to our material mining operations, including with particularity

any mineral resources and mineral reserves.

Although we have established the existence of mineralized materials on our uranium properties,

we have not established any measured mineral resources or any proven or probable reserves through the completion of a feasibility study

for any of our uranium properties and we have no current plans to seek to do so, as it would not serve a business purpose at the present

Nevertheless, if in the future we were to seek to identify any measured mineral resources or to establish any proven or probable

reserves, we would be required to provide disclosure in that regard under both S-K 1300 and NI 43-101.

While S-K 1300 is substantively

similar to NI 43-101 (with the primary difference being between the format required for an S-K 1300 technical report summary and the format

required for an NI 43-101 technical report), S-K 1300 is potentially subject to unknown interpretations, which could require the Company

to incur substantial costs associated with compliance.

We cannot predict the nature of any future enforcement, interpretation, or application

Any further revisions to, or interpretations of, S-K 1300 or NI 43-101 could result our company incurring unforeseen costs

associated with compliance with both of those disclosure regimes.

SEC Industry Guide 7 has been rescinded and replaced by S-K 1300, which

requires that we disclose specific information related to our material mining operations, including with particularity any mineral resources

and mineral reserves.

Although we have established the existence of mineralized materials on our uranium properties, we have not established

any measured mineral resources or any proven or probable reserves through the completion of a feasibility study for any of our uranium

properties and we have no current plans to seek to do so, as it would not serve a business purpose at the present time.

Nevertheless,

if in the future we were to seek to identify any measured mineral resources or to establish any proven or probable reserves, we would

be required to provide disclosure in that regard under both S-K 1300 and NI 43-101.

While S-K 1300 is substantively similar to NI 43-101

(with the primary difference being between the format required for an S-K 1300 technical report summary and the format required for an

NI 43-101 technical report), we would incur additional costs from having to comply with both sets of regulatory requirements, and since

S-K 1300 is potentially subject to unknown interpretations, the Company could be required to incur substantial additional costs associated

with compliance.

We cannot predict the nature of any future enforcement, interpretation, or application of S-K 1300.

Any further revisions

to, or interpretations of, S-K 1300 or NI 43-101 could result our company incurring unforeseen costs associated with compliance with both

of those disclosure regimes.

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