Risk Factors related to our Financial Circumstances
There is substantial doubt about whether we can continue as a going concern.
At March 31, 2026, our aggregate cash and cash equivalents totaled approximately $0.9 million. In the absence of additional cash inflows from the sales of certain dormant subsidiary tax losses, equity financing or other external funding or asset sales, the Company’s cash balance is expected to be depleted during the second quarter of 2026. Therefore, our continuation as a going concern is dependent upon our achieving future external funding or a strategic transaction. However, there is no assurance that we will be successful in selling tax losses or completing a financing or a strategic transaction. Accordingly, there is substantial doubt as to whether our existing cash resources and working capital are sufficient to enable us to continue our operations for the next twelve months as a going concern. Ultimately, in the event that we cannot obtain additional financial resources, we will have to liquidate our business interests and investors may lose their investment. The accompanying consolidated financial statements have been prepared assuming that our company will continue as a going concern. Continued operations are dependent on our ability to obtain additional financial resources. Such additional financial resources may not be available or may not be available on acceptable terms. Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. Such adjustments could be material.
We are an exploration stage company and do not have a source of revenue.
We have a history of operating losses. Although our Rodeo Property generated revenue and free cash flow in 2021 and 2022, that project concluded operations as expected in 2023. We restarted mineral extraction at the Velardeña Properties in late December 2023; however, we elected to shut down mining operations in February 2024 because initial production did not achieve our expected results. Since we were unable to generate sufficient revenue and net operating margins from operating the Velardeña Properties and have subsequently sold these properties, we are dependent on future external financing to fund our corporate expenses and exploration activities. There is no assurance that such financing will be available on acceptable terms or at all (see “— We may not have access to sufficient future capital. ”).
Our results of operations, cash flows and the value of our exploration properties is highly dependent on the market prices of gold and silver and certain base metals, and these prices can be volatile.
The value of our exploration properties is directly related to the market price of gold, silver, and certain base metals. The price of gold and silver may also have a significant influence on the market price of our common stock. The market prices of these metals historically have fluctuated significantly and are affected by numerous factors beyond our control, including: (i) global or regional consumption patterns; (ii) supply of and demand for gold and silver on a worldwide basis; (iii) speculative and hedging activities; (iv) expectations for inflation; (v) political and economic conditions; (vi) supply of, and demand for, consumables required for extraction and processing of metals; and (vii) general economic conditions worldwide. Although metal prices have recently been at historic highs, these metal prices may decline or remain low for prolonged periods of time. This could reduce the value of our exploration properties and we might be unable to
advance or develop our exploration properties, which may adversely affect our results of operations, financial performance, and cash flows.
We may not have access to sufficient future capital.
We expect to require additional external financing to fund our continuing business activities.
We do not have a credit or other commercial financing arrangement in place that would finance our general and administrative costs and other working capital needs to fund our continuing business activities in the future, and we believe that securing credit for these purposes would be challenging. In addition, commercial financing arrangements may not be available on favorable terms or on terms that would not further restrict our flexibility and ongoing ability to meet our cash requirements over a reasonable period of time, or at all.
We also may not be able to obtain funding by monetizing additional non-core exploration or other assets at an acceptable price. Although we may be able to access public equity markets, significant equity issuances may be dilutive to our existing stockholders. We may not be able to access public equity markets.
We cannot assure you that we will be able to obtain financing to fund our general and administrative costs and other working capital needs and to fund our continuing business activities in the future on favorable terms or at all. Failure to obtain financing could result in delay or indefinite postponement of exploration, the possible partial or total loss of our interest in our exploration properties, or liquidation of our business interests, and investors may lose their investments.
The December 2024 delisting of our common stock from the NYSE American may result in lower trading volumes and liquidity and lower prices of our common stock and make it more difficult for us to raise capital.
Our common stock was delisted from the NYSE American LLC (the “NYSE American”) on December 16, 2024, due to our inability to maintain a minimum amount of stockholders’ equity in compliance with Sections 1003(a)(i), (ii) and (iii) of the NYSE American Company Guide (the “Company Guide”). Since our delisting, our common stock has been trading on the OTCQB Venture Market. Our delisting from the NYSE American adversely impacted our trading volume and share price and which are likely to make it more difficult for us to raise capital in the future.
The OTCQB market and the TSX may remove our securities from trading on their marketplaces, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
Our common stock trades on the OTCQB and the TSX. We cannot assure you that our securities will continue to trade on the OTCQB, the TSX or any other marketplace in the future.
To remain eligible for trading on the OTCQB, we must continue to satisfy the marketplace’s ongoing eligibility requirements, including minimum bid price, public float, shareholder distribution and reporting requirements, as well as remain in good standing with applicable regulatory authorities. We cannot assure you that we will be able to meet these listing requirements in the future.
In addition, to maintain our listing on the TSX, we must comply with the continued listing requirements of the TSX, including requirements related to financial condition, public float, distribution of securities, timely disclosure obligations, and corporate governance standards. Failure to satisfy the TSX’s continued listing criteria, or failure to comply with TSX policies and reporting requirements, could result in the suspension or delisting of our common stock from the TSX.
If our common stock were to be removed from trading on the OTCQB, delisted from the TSX, or otherwise not eligible for trading on an established marketplace, it could significantly limit investors’ ability to buy or sell our securities, reduce liquidity, adversely affect the market price of our common stock, and potentially subject our securities to additional trading restrictions, including treatment as a “penny stock” under U.S. securities laws.
Risks Related to our Operations
Competition in the mining industry is intense, and we have limited financial and personnel resources with which to compete.
Competition in the mining industry for desirable properties, investment capital and human capital is intense. Numerous companies headquartered in the United States, Canada, and elsewhere throughout the world compete for properties and human capital on a global basis. We are a small participant in the mining industry due to our limited financial and human capital resources. We presently operate with a limited number of people and we anticipate operating in the same manner going forward. We compete with other companies in our industry to hire qualified employees and consultants when needed to successfully advance our exploration properties. We may be unable to attract the necessary human capital to fully explore our properties and to acquire other desirable properties. Additionally, if we lose key personnel or one or more members of our senior management team, and we fail to develop adequate succession plans, or if we fail to hire or contract for, retain and develop qualified and diverse employees, our business, financial condition, results of operations and cash flows could be harmed. We believe that competition for acquiring mineral properties, as well as the competition to attract and retain qualified human capital, will continue to be intense in the future.
The nature of mineral exploration, mining, and processing activities involves significant hazards, a high degree of risk, and the possibility of uninsured losses.
Exploration for minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Our operations are subject to all of the operating hazards and risks normally incident to exploring for minerals, such as; social, community or labor disputes resulting in work stoppages or delays, or related loss of social acceptance of community support; changes to legal and regulatory requirements; unanticipated variations in grade and other geologic problems; environmental hazards; ground and water conditions; access to water for exploration or future operations; difficult surface or underground conditions; industrial accidents; security and technology or ; metallurgical and other processing ; mechanical and equipment issues; unusual or rock formations; personal ; natural ; and decrease in the value of mineralized material due to lower gold, silver and metal prices, any of which could result in to, or of, life or property, environmental and possible legal liability. We may also not be insured all to our operations. from these or other events may cause us to incur significant costs which could materially affect our financial condition and our ability to fund activities on our properties. A significant could us to reduce or exploration of our properties, affect our business, financial condition, results of operations and cash flow and cause us to have to our business interests and investors to their investments.
Our exploration activities, strategic transactions, or any acquisition activities may not be commercially successful and could fail to lead to metal production or fail to add value.
Substantial expenditures are required to acquire mining or exploration properties, establish mineral reserves through drilling and analysis, develop metallurgical processes to extract metal from the ore and develop the mining and processing facilities and infrastructure at any site chosen for mining. We cannot be assured that any such activities will be commercially successful, lead to metal production, or add value.
Risks related to our Exploration Activities
Our exploration properties may not contain mineral reserves.
We have not established that our current or previously owned properties contain any mineral reserve, nor can there be any assurance that we will be able to do so. A mineral reserve is defined by the SEC in Regulation S-K 1300 as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a “reserve” that meets the requirements of Regulation S-K 1300 is extremely remote; our mineral properties may not contain any “reserves” and any funds that we spend on exploration could be lost. Even if we do eventually discover mineral reserves on our properties, there can be no assurance that they can be developed into producing mines and we can extract those minerals. Both mineral exploration and development involve a high degree of risk and few mineral properties which are explored are ultimately developed into producing mines.
The exploration of mineral properties is highly speculative in nature, involves substantial expenditures and is frequently non-productive.
Mineral exploration is highly speculative in nature and frequently results in no or very little return on amounts invested to evaluate a particular property. Substantial expenditures are required to: (i) establish the existence of a potential ore body through drilling and metallurgical and other testing techniques; (ii) determine metal content and metallurgical recovery processes to process metal from the ore; (iii) determine the feasibility of mine development and mineral extraction; and (iv) construct, renovate or expand mining and processing facilities. If we discover a deposit or ore at a property, it usually takes several years from the initial phases of exploration until mineral extraction is possible, if at all. During this time, the economic feasibility of a project may change because of increased costs, lower metal prices or other factors. As a result of these uncertainties, our exploration programs may not result in the identification of proven and probable mineral reserves in sufficient quantities to justify developing a particular property.
We may acquire additional exploration or mining properties, and our business may be negatively impacted if reserves are not located on acquired properties or if we are unable to successfully execute and/or integrate the acquisitions.
We have in the past, and may in the future, acquire additional exploration or mining properties. There can be no assurance that reserves will be identified on any properties that we acquire. We may experience negative reactions from the financial markets if we complete acquisitions of additional properties and reserves are not located on acquired properties. There can be no assurance that we will be able to complete any acquisitions successfully, or that any acquisition will achieve anticipated synergies or other positive results. Any material problems that we encounter in connection with such an acquisition could have a material adverse effect on our business, results of operations and financial position. These factors may adversely affect the trading price of our common stock.
Regulatory Risks
Our operations are subject to ongoing permitting requirements, which could result in delay, suspension or termination of our operations.
Our operations, including our exploration drilling programs, require ongoing permits from governmental and local authorities. The continued evaluation of our Sarita Este/Desierto project and other exploration activities will require additional permits from various governmental authorities. We may also be required to obtain certain property rights and community agreements to access or use our properties. Obtaining or renewing licenses and permits, and acquiring property rights and community agreements, can be complex and time-consuming processes. There can be no assurance that we will be able to acquire all required licenses, permits or property rights or agreements on reasonable terms or in a timely manner, or at all, and that such terms will not be adversely changed, that required extensions will be granted, or that the issuance of such licenses, permits or property rights will not be challenged by third parties. If we cannot obtain or maintain the
necessary permits or if there is a delay in receiving future permits, our timetable and business plan will be adversely affected and may prevent or make future exploration, mining and processing activities economically unfeasible.
Certain of our primary exploration activities are in countries with developing economies and are subject to the risks of political and economic instability associated with these countries.
We currently conduct exploration activities in Argentina and the United States. Argentina and other emerging markets in which we may conduct business have from time to time experienced economic or political instability. We may be materially adversely affected by risks associated with conducting exploration activities in countries with developing economies, including various levels of political, economic, legal and other risks and uncertainties, local acts of violence; military repression; extreme fluctuations in currency exchange rates; high rates of inflation; labor unrest; the risks of war or civil unrest; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; acts of political corruption; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative gross domestic product growth, high and variable levels of inflation and currency depreciation and devaluation. The Argentine government has not only historically exercised significant influence over the country’s economy through changing monetary, taxation, credit, tariff and other policies, but the country’s legal and regulatory frameworks have at times suffered radical changes due to political influence and significant political uncertainties as well. Future government policies to preempt, or in response to, social unrest may include expropriation, nationalization, forced renegotiation or modification of existing contracts, suspension of the enforcement of creditors’ rights, new taxation policies including royalty and tax increases and retroactive tax claims, and changes in laws and policies affecting foreign trade and investment. Such policies could destabilize the country and adversely and materially affect the economy and, thereby, our business.
Future changes in applicable laws and regulations, changes in their enforcement or regulatory interpretation, or shifts in the prevailing political climate in Argentina, the United States or any of the countries in which we may conduct exploration activities could adversely affect our business, could negatively impact current or planned exploration activities at our properties or in respect of any of our projects currently in, or projects with which we become involved in, such countries. Any failure to comply with applicable laws and regulations, even if inadvertent, could result in the interruption of exploration or material fines, penalties or other liabilities.
Most of our properties are subject to extensive environmental laws and regulations, which could materially adversely affect our business.
Our exploration activities are subject to extensive laws and regulations governing land use and the protection of the environment which control the exploration and mining of mineral properties and their effects on the environment, including air and water quality, mine reclamation, waste generation, handling and disposal, the protection of different species of flora and fauna and the preservation of lands. These laws and regulations require us to acquire permits and other authorizations for conducting certain activities. In many countries, there is relatively new comprehensive environmental legislation, and the permitting and the authorization processes may not be established or predictable. We may not be able to acquire necessary permits or authorizations on a timely basis, if at all. Delays in acquiring any permit or authorization could increase the cost of our projects and could suspend or delay the commencement of extraction and processing of mineralized material.
Environmental legislation in Argentina and in many other countries is evolving in a manner which will likely require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and
employees. Future changes in environmental regulation in the jurisdictions where our properties are located may adversely affect our business, make our business prohibitively expensive, or prohibit it altogether. We cannot predict what environmental legislation or regulations will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or regulatory agencies or stricter interpretation of existing laws, may (i) necessitate significant capital outlays, (ii) cause us to delay, terminate or otherwise change our intended activities with respect to one or more projects, or (iii) materially adversely affect our future exploration activities.
Many of our properties are located in areas of prior mining activity and we may encounter legacy environmental damage.
Some of our exploration properties or divested properties are located in historic mining districts where prior owners may have caused environmental damage that may not be known to us or to applicable regulators. We have not conducted comprehensive environmental analyses of our mineral properties. Insurance fully covering many environmental risks (including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and mining) is not generally available. To the extent environmental hazards may exist on the properties in which we currently hold interests, have sold our interest or may hold interests in the future, that are unknown to us at present and that have been caused by us, or by previous owners or operators, or that may have occurred naturally, and to the extent we are subject to environmental requirements or liabilities, the cost of compliance with these requirements and satisfaction of these liabilities could have a material adverse effect on our financial condition and results of operations. If we are unable to fully fund the cost of remediation of any environmental condition, we may be required to activities or enter into interim compliance measures pending completion of the required remediation.
Climate change and climate change legislation or regulations could impact our business.
Our exploration properties are subject to physical risks associated with climate change and climate variability, including extreme weather events such as droughts, floods, wildfires, extreme temperatures, increased precipitation or prolonged wet or dry conditions. These events could disrupt access to our exploration sites, damage access roads or infrastructure, delay exploration programs, restrict water availability, or otherwise adversely affect our ability to conduct exploration activities in a timely and cost-effective manner.
Our exploration activities may also be affected by changes in water availability, whether from drought or excessive precipitation. Such conditions could limit drilling or sampling activities, delay permitting approvals, increase environmental mitigation requirements or result in higher costs to maintain our properties in good standing. In certain jurisdictions, including Argentina, climate-related conditions may exacerbate regulatory uncertainty or contribute to delays in obtaining or renewing permits.
U.S. and international legislative and regulatory action intended to ensure the protection of the environment are constantly changing and evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs. Transitioning our business to meet regulatory, societal and investor expectations may cause us to incur greater costs than originally estimated for new exploration projects and development plans of existing operations.
Mining companies are increasingly required to consider and provide benefits to the communities, regions, and countries in which they operate, and are subject to extensive environmental, health and safety laws and regulations.
As a result of public concern about the real or perceived detrimental effects of economic globalization, global climate impacts, and other adverse environmental effects resulting from the operation of extractive industries, businesses in general and the mining industry in particular face increasing public scrutiny of their activities. These businesses are under pressure to demonstrate that as they seek to generate satisfactory returns on investment to shareholders, other stakeholders, including employees, governments, communities surrounding operations, adjacent regions, and the countries
in which they operate, such constituencies benefit and will continue to benefit from their commercial activities. The potential consequences of these pressures include reputational damage, delays, suspension of activities, legal claims, increased costs, increased social investment obligations, difficulty in acquiring permits, and increased taxes and royalties payable to governments and communities.
Title to our exploration properties and rights may be defective or may be challenged.
Our interests in our exploration properties, including Sarita Este and Desierto concessions in Argentina and the Sand Canyon project in Nevada, are derived from concession rights, mining claims, option agreements, and other contractual interests. The validity of these rights depends on interpretation and application of applicable laws and regulations and on the compliance with required procedures, including payment of fees and performance of annual maintenance obligations.
Our policy is to seek to confirm the validity of our rights to, title to, or contract rights with respect to, each mineral property in which we have a material interest. However, we cannot guarantee that title to our properties will not be challenged. Title insurance is not available for our mineral properties, and our ability to ensure that we have obtained secure rights to individual mineral properties or mining concessions may be severely constrained. Accordingly, our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. In addition, we may be unable to conduct activities on our properties as permitted or to enforce our rights with respect to our properties, and the title to our mineral properties may also be impacted by government action. We have not conducted surveys of all of the exploration properties in which we hold direct or indirect interests and, therefore, the precise area and location of these exploration properties may be in doubt.
In most of the countries in which we operate, failure to comply with applicable laws and regulations relating to mineral right applications and tenure could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners. Any such loss, reduction or imposition of partners could have a material adverse effect on our financial condition, results of operations and prospects.
Our Sarita Este/Desierto mining concessions and our other mining concessions in Argentina may be terminated if our obligations to maintain the concessions in good standing are not satisfied, including obligations to explore or exploit the relevant concession, to pay any relevant fees, to comply with all environmental and safety standards, to provide information or to allow inspections by appropriate agencies. In addition to termination, failure to make timely concession maintenance payments and otherwise comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in reduction or expropriation of entitlements.
Mining concessions in Argentina give exclusive exploration and exploitation rights to the minerals located in the concessions but do not include surface rights to the real property, which requires that we negotiate the necessary agreements with surface landowners. Many of our mining properties require us to contract with the local communities surrounding the properties in order to obtain surface rights to land needed in connection with our mining exploration activities. Our inability to maintain and periodically renew or expand these surface rights on favorable terms or otherwise could have a material adverse effect on our business and financial condition.
The Sand Canyon property consists of unpatented mining claims administered by the U.S. Bureau of Land Management. Unpatented mining claims may be subject to challenges by third parties or governmental authorities and require annual maintenance filings and payments to remain valid. Failure to comply with applicable requirements could result in the loss of such claims.
Some of our costs are subject to exchange control policies, the effects of inflation, and currency fluctuations between the U.S. dollar and the Argentine peso.
Our general administrative costs and some exploration costs and external funding are primarily denominated in U.S. dollars. However, certain costs at our Sarita Este/Desierto properties are denominated in Argentine pesos. These costs principally include electricity, labor, water, maintenance, local contractors and fuel. The appreciation of the foreign currency against the U.S. dollar increases expenses and the cost of purchasing capital assets in U.S. dollar terms in Argentina, which can adversely impact our operating results and cash flows. Conversely, depreciation of the foreign currency decreases operating costs and capital asset purchases in U.S. dollar terms. When inflation in Argentina increases without a corresponding devaluation of the Argentine peso, our financial position, results of operations and cash flows could be adversely affected. The annual average inflation rate in Argentina was approximately 31.5% in 2025, 117.8% in 2024, and 211.4% in 2023. At the same time, the local currency has been subject to fluctuation, which may not have been proportionate to the inflation rate and may not be proportionate to the inflation rate in the future. The value of the Argentine peso decreased by 28.87% in 2025, 21.4% in 2024, and 77.9% in 2023. Current and future inflationary effects may be driven by, among other things, supply chain disruptions and governmental stimulus or fiscal policies, and geopolitical instability, including ongoing between Ukraine and Russia and in the Middle East. Continuing increases in inflation could increase our costs of labor and other costs related to our business, which could have an impact on our business, financial position, results of operations and cash flows.
In addition, fluctuations in currency exchange rates may have a significant impact on our financial results. There can be no assurance that the Argentine government will maintain its current policies with regard to its currency or that the value of its currency will not fluctuate significantly in the future. We cannot assure you that currency fluctuations, inflation and exchange control policies will not have an adverse impact on our financial condition, results of operations, earnings and cash flows.
Lack of infrastructure could forestall or prevent further exploration and advancement.
Exploration activities, as well as any advancement activities, depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important factors that affect capital and operating costs and the feasibility and economic viability of a project. Unanticipated or higher than expected costs and unusual or infrequent weather phenomena, or government or other interference in the maintenance or provision of such infrastructure, could adversely affect our business, financial condition and results of operations.
We may be subject to labor claims and employment-related liabilities arising from current or former operations in Argentina, Mexico and the United States.
We have conducted operations and employed personnel in Argentina, Mexico and the United States, and may continue to do so in connection with exploration or administrative activities. Labor and employment laws in these jurisdictions vary significantly and, in certain cases, may be more protective of employees than in the United States. These laws may impose severance obligations, statutory benefits, social security contributions, termination penalties or other employment-related liabilities.
From time to time, we may be subject to labor claims, employment disputes or administrative proceedings arising from current or former employees or contractors. Such claims may relate to severance, benefits, wages, tax or social security contributions, or other employment matters. Even where we believe claims lack merit, defending such matters can be time-consuming and costly and may require management attention and legal expenses.
In certain jurisdictions, including Argentina and Mexico, labor courts may interpret employment protections broadly, and enforcement practices may increase exposure to unexpected liabilities. Adverse rulings or settlements in labor matters could result in material cash outflows, penalties or additional compliance costs, which could adversely affect our financial condition and liquidity.
Our inability to complete anticipated joint venture or strategic agreements could limit the advancement of our exploration properties.
We have pursued, and may continue to pursue, joint venture or strategic partnership arrangements with third parties in order to advance our exploration properties and share the capital and operational risks associated with mineral exploration. We have not finalized joint venture agreements with certain counterparties, including Cascadero with respect to the Desierto project and Golden Gryphon with respect to the Sand Canyon project.
There can be no assurance that we will successfully negotiate, finalize or complete joint venture or other strategic arrangements on acceptable terms, or at all. The failure to enter into such agreements may require us to fund exploration and holding costs independently and in full, rather than in proportion to our ownership interest, delay advancement of our properties, reduce investor interest in our projects, or result in impairment or abandonment of certain assets.
Additionally, if joint venture and other strategic agreements are not completed, our stock price could be adversely affected. Even if agreements are executed, there can be no assurance that joint venture partners will perform their obligations, provide required funding, or advance the projects as anticipated.
Risks related to our Common Stock
Our stock price may be volatile and as a result shareholders could lose part or all of their investment.
In addition to other risk factors identified in this Form 10-K and due to volatility associated with equity securities in general, the value of a shareholder’s investment could decline due to the impact of numerous factors upon the market price of our common stock, including:
Changes in the worldwide price for the metals for which we explore;
Adverse results from our exploration efforts;
Political and regulatory risks and social unrest in the areas in which we operate or in other areas of the world, including the conflicts between Ukraine and Russia and in the Middle East;
Weather conditions and extreme weather events, including unusually heavy rains;
Failure to meet our operating budget;
Decline in demand for our common stock;
Downward revisions in securities analysts’ estimates of or changes in global financial markets and global economies and general market conditions;
Technological innovations by competitors or in competing technologies;
Investor perception of our industry or our prospects;
Lawsuits;
Economic impact from spread of disease;
Our ability to integrate and operate the companies and the businesses that we acquire;
Actions by government or central banks; and
General economic trends.
Stock markets in general have experienced extreme price and volume fluctuations and the market prices of individual securities have been highly volatile. These fluctuations are often unrelated to operating performance and may materially adversely affect the market price of our common stock. As a result, shareholders may be unable to sell their shares at the desired price.
The existence of a significant number of warrants may have a negative effect on the market price of our common stock.
As of December 31, 2025, we had 7.4 million warrants outstanding with a weighted average exercise price per share of $0.93. The existence of securities available for exercise and resale is referred to as an “overhang,” and, particularly if the warrants are “in the money,” the anticipation of potential sales could exert downward pressure on the market price of our common stock.
Following delisting of our common stock from the NYSE American in December 2024, our stock may be determined to be a “penny stock,” a broker-dealer may find it more difficult to trade our common stock and an investor may find it more difficult to acquire or dispose of our common stock in the secondary market.
Following delisting of our common stock on the NYSE American effective December 16, 2024, it may be subject to the so-called “penny stock” rules. The SEC has adopted regulations that define a “penny stock” to be any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as any securities listed on a national securities exchange. For any transaction involving a “penny stock,” unless exempt, the rules impose additional sales practice requirements on broker-dealers, subject to certain exceptions. If our common stock were determined to be a “penny stock,” a broker-dealer may find it more difficult to trade our common stock and an investor may find it more difficult to acquire or dispose of our common stock on the secondary market. These factors could significantly negatively affect the market price of our common stock and our ability to raise capital.
General Risks
Our operations may be disrupted, and our financial results may be materially adversely affected by any future pandemic.
Any pandemic may pose a risk to our business and operations. If our employees and consultants become unable to work or travel to our properties due to illness or state or federal government restrictions (including travel restrictions and “shelter-in-place” and similar orders restricting certain activities that may be issued or extended by authorities), we may be forced to reduce or suspend exploration and other activities, which may impact our liquidity and financial results. These restrictions have significantly disrupted economic activity in both the world, national and local economies and have caused volatility in capital markets.
To the extent any pandemic materially adversely affects our business and financial results, as discussed above, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those relating to our exploration activities and financing. We are unable to predict the ultimate adverse impact of any pandemic on our business, which would depend on numerous evolving factors and future developments, including a pandemic’s effect on the demand for silver and gold, as well as the response of the overall economy and the financial markets during and after a pandemic and response measures come to an end, the timing of which remains highly unpredictable.
We may not be able to operate successfully if we are unable to recruit, hire, retain and develop key personnel and a qualified and diverse workforce. In addition, we are dependent upon our employees being able to safely perform their jobs, including the potential for physical injuries or illness.
We depend upon the services of a small number of key executives and management personnel. These individuals include our executive officers and other key employees. If any of these individuals were to die, become disabled or leave our company, we would be forced to identify and retain individuals to replace them. We may be unable to hire a suitable replacement on favorable terms should that become necessary.
Our success is also dependent on the contributions of our skilled and experienced consultants and workforce and their ability to safely perform their jobs. To achieve our operating goals, we must be able to recruit, hire, retain and develop qualified and diverse personnel to execute on our strategy. If we experience periods where our employees or consultants
are unable to perform their jobs for any reason, including as a result of illness, our business, financial condition, results of operations and cash flows could be adversely affected.
Market factors outside of our control could have significant adverse impacts on our business, operations and/or prospects.
Operating in the volatile and cyclical natural resource industry subjects us to numerous market factors outside of our control that could have significant and sometimes adverse impacts on our business. Such factors could include significant price declines in our industry, inflationary impacts on capital and exploration and operating costs, public opposition, poor financial and operating performance of other companies in the same industry sector, environmental incidents from resource projects, major technological advances that reduce demand for mineral resources, unforeseen regulation, military conflict, terrorism, banking institution stability, or other geopolitical events that broadly impact the global or domestic economy or natural resource industry. To the extent that such events affect attitudes toward investments in the natural resource sector, or impact the overall economic climate, could affect our ability to raise the additional capital needed to continue to advance our projects and business plan.
Global and regional political and economic conditions could adversely impact our business.
Political and economic shifts, both domestic and international, may create uncertainty and pose risks to our operations. Policies related to populism, protectionism, economic nationalism, and attitudes toward multinational corporations could result in regulatory changes, trade barriers, or investment restrictions. Additionally, international trade disputes—including tariffs, counter-tariffs, export controls, sanctions, and currency regulations—may increase costs and disrupt supply chain, operating model, and customer relationships.
Further, market volatility, driven by shifts in U.S. and foreign trade policies, fluctuating interest rates, or currency controls may affect gold prices, capital availability, and investor confidence. Even the perception of these risks could lead to reduced investment, higher production costs, and operational challenges. If such trends continue, they may have a material adverse effect on the business and financial performance.
We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks.
We are dependent upon information technology systems in the conduct of our business. Any significant breakdown, invasion, virus, cyberattack, security breach, destruction or interruption of these systems by employees, others with authorized access to our systems, or unauthorized persons could negatively impact our business. To the extent any invasion, cyberattack or security breach results in disruption to our business, loss or disclosure of, or damage to, our data or confidential information, our reputation, business, results of operations and financial condition could be materially adversely affected. Our systems and insurance coverage for protecting against cyber security risks may not be sufficient. Although to date we have not experienced any material relating to , we may such in the future. We may be required to expend significant additional resources to continue to modify or our protective measures. We also may be subject to significant , regulatory and remediation costs associated with any information security , or security .
The Company could also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into operations. Various measures have been implemented to manage the risks related to the system implementation and modification, but system modification failures could have a material adverse effect on the Company’s business, financial position, and results of operations.
