IE 10-K & 10-Q changes, risk factors and insider trading

We operate no mines. Mineral exploration and mine development are highly speculative in nature, involve many uncertainties and risks and are frequently unsuccessful. Few mineral properties which are explored are ultimately developed into producing mines even if mineralization is identified. Most exploration projects do not result in the discovery of commercially mineable Ore deposits, and anticipated levels of recovery of Mineral Resources and mineral reserves, if any, may not be realized, nor may any identified mineral deposit ever be a commercially mineable (or viable) Ore Body which can be legally and economically exploited. Our exploration programs and activities may therefore not result in the discovery, development or production of a commercially viable Ore Body or mine. Currently, the SanSanta MatiasCruz Copper Project isand the Alacrán Project are our only projectprojects with mineral reserves. As previously disclosed, the amended Cordoba agreement sets the outside date for the close on the sale of Cordoba’s remaining 50% of the Alacrán Project to March 10, 2026.

AllMany of our mineral projects are at the exploration stage and have never been mined by us nor have we produced any revenue from mining operations. We also have no operating history upon which to base estimates of future operating costs, capital spending requirements, site remediation or reclamation costs or asset retirement obligations. Our company has no experience in developing or operating a mine. We may never develop and produce minerals from a commercially viable Ore Body or mine.

The Mineral Resource and Mineral Reserve calculations for our projects are only estimates and may not reflect the amount of minerals that may ultimately be extracted from those projects.

Our business and financial performance will be significantly affected by fluctuations in the prices of the key minerals we are principally exploring for (copper, nickel, gold, vanadium, cobalt, platinum group elementselements, and silver). The prices of these minerals are volatile, can fluctuate substantiallysubstantially, and are affected by numerous factors that are beyond our control, including prevailing interest rates and returns on other asset classes; expectations regarding inflation, monetary policy and currency values; speculative activities; governmental and foreign exchange rate decisions; decisions regarding the creation and disposal of mineral stockpiles; political and economic conditions; structural changes in demand including electrification; the availability and costs of metal substitutes; the location and the demand for products containing these key minerals; technological changes and changes in industrial processes, as well as economic slow-downs or recessions.

At certain of our projects we only own some of the mineral and surface rights. At the Tintic Project, the rights we do not own are held under option agreements or purchase agreements in respect of which title has not yet transferred to us. At the Tintic Project, five vendors continue to hold title to the remaining subsurface and surface rights, pending us making all required payments within the time required. At Hog Heaven, the project is subject to an option to earn-in agreement with Brixton metals, and certain parcels on the project have surface and mineral rights under lease from other private parties. At Gleeson, we have four leases with option to purchase, and at the Globe-Miami and Lomitas Negras projects, we have option agreements with the right to acquire 100% of the projects over an eight-year option period by making annual payments and exploration expenditures. If we do not make all the option or purchase agreement payments when due, or fail to pay the total amount to the owners, we will lose our right to acquire the subsurface mineral or surface rights at these projects.

We have incurred indebtedness and may incur further indebtedness from time to time, which may be secured, including the promissory note that we issued as part of the consideration for the acquisition of 5,975 acres of surface title and associated water rights at our Santa Cruz Project (the “Santa Cruz Promissory Note”), which is secured by a deed of trust on such assets (the “Deed of Trust”). Ourin connection with the credit facility we entered into with a banking syndicate comprised of National Bank of Canada, Societe Generale and Bank of Montreal Many of our mineral properties are in the exploration stage and we have limitedno sources of revenue from which to pay indebtedness.indebtedness until they commence production. If we are unable to pay existing or future indebtedness when due, the holders will have rights against us, and in the case of secured indebtedness, the holders may potentially seize or sell the assets subject to the security interest. Any failure to timely meet our obligations under these instruments may adversely affect our assets, results of operations and future prospects. In addition, the Deed of Trust requires us to pay the Santa Cruz Promissory Note in full prior to commencing material construction on the Santa Cruz Project, which could materially adversely impact our business and the value of the Santa Cruz Project and/or delay its development. See “Business — “Mineral Projects — Santa Cruz Project, Arizona, USA”.

The actual operating costs at any mineral project that we are able to develop into an operating mine will depend upon changes in the availability and prices of labor, equipment and infrastructure, general inflation in the economy, variances in Ore recovery and mining rates from those assumed in any mining plan that may be generated, operational risks, changes in governmental regulation, including taxation, environmental, permitting and other regulations and other factors, many of which are beyond our control. Due to any of these or other factors, the operating costs at anythe suchSanta futureCruz mineCopper Project or other projects may be significantly higher than those set forth in athe PFS or any other Pre-Feasibility or Feasibility Study that we may ultimately prepare and will use as a basis for construction of a mine. As a result of higher capital and operating costs, production and economic returns may differ significantly from those set forth in such studies and any future development activities may not result in profitable mining operations.

The capital and operating cost estimates we may make in respect of our mineral projects that we intend to develop or ultimately develop into operating mines may not prove to be accurate. Capital and operating cost estimates are typically set out in Pre-Feasibility or Feasibility Studies and are based on the interpretation of geological data, cost of consumables, cost of capital, labor costs, transportation costs, mining and processing costs, anticipated climatic conditions, the costs of taxes, duties and royalties, permitting and restrictions or production quotas on exportation of minerals) and title claims, and other factors which may be considered at the time the estimates are made and will be based on information prevailing at that time. Any of the following events, among the other uncertainties and risks described in this Annual Report, could affect the ultimate accuracy of such estimates:

There is an increasing level of public concern relating to the effects of both mineral exploration and mining on the natural landscape, in communities and on the environment. Certain non-governmental organizations, community groups, public interest groups and reporting organizations (“NGOs”) that oppose resource development are vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation, and in some cases halted development altogether. NGOs or local community organizations could direct adverse publicity against and/or disrupt and/or halt our operations in respect of one or more of our mineral properties regardless of our successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which we have an interest, or our operations specifically. Any such actions and the resulting media coverage could have an adverse effect on our reputation and financial condition or our relationships with the communities in which we operate, which could have a material adverse effect on our business, prospects, financial condition or results of operations.

We have in the past entered into, are currently party to, and may in the future enter into, joint ventures,ventures or similar arrangements, such as our current joint ventures and collaborations with Ma’aden,Maaden, SQM, BHP, Sama, and Red Sun, or other arrangements with parties in relation to the exploration, development, and production of certain of the properties in which we have an interest. Joint ventures may allow our joint venture partners to take important actions without our approval or may require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions, such as budgeting and capital expenditures, an increase or reduction of registered capital, merger, division, dissolution, amendments of constating documents, enforcement of intellectual property, litigation, the disposition of joint venture assets, and the pledge of joint venture assets, which means that each joint venture party may have a veto right with respect to such decisions, which could lead to a deadlock in the operations of the joint venture or partnership or our joint venture partner may be able to take actions with which we disagree. We may be unable to exert control over strategic decisions made in respect of such joint ventures.ventures or similar arrangements. Joint ventures and similar arrangements may also impose financial, operational and other requirements on each of the parties. Any failure of us or such other companies to meet our and their respective obligations or to provide additional funding when required, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or their business and, therefore, could have a material adverse effect on our results of operations, financial performance, cash flows and the price of our common stock.

As well, underground mining operations often encounter groundwater and aquifers that complicate the development and operation of underground mines.mines, including at the Santa Cruz Copper Project. The presence of such water often requires additional engineering and capital to safely develop the mine and to subsequently extract Ore from areas of water ingress and/or dewatering operationsoperations, which increases both the capital and operating costs of underground mine development.development and operation. The presence of water may therefore materially and adversely affect the costs of development and operating a mine.

There is no assurance that Red Sun will satisfy its payment obligations to the VRB China Joint Venture and to us in full or in a timely manner.

Pursuant to the VRB Transaction, we, through VRB Energy, are entitled to receive $20 million in cash from Red Sun payable in two equal tranches, which we plan to use for the growth and advancement of VRB USA. The Chinese RMB equivalent of the first tranche payment was paidreceived, atbut closing into a bank account in China that is jointly controlled by VRB Energy and Red Sun, as is required under Chinese law. The transfer of those jointly controlled funds to a bank account outside of China required several Chinese regulatory approvals, all of which have now been received. Thethe second tranche ispayment, which was payable by June 30, 2025.2025, Theis overdue and VRB ChinaEnergy Jointsent Venturea demand letter and is alsopursuing entitledoptions tofor receive approximately $35.2 million in tranches to be received by the end of 2025, of which $12.7 million was paid following the closing of the transaction.recourse. There can be no assurance that Red Sun will satisfy its remaining payment obligations to VRB China Joint Venture or to us in full or in a timely manner. Any delay, reduction or failure to make these payments couldwould have an adverse effect on the business of the VRB China Joint Venture and our plans for VRB USA, including our ability to advance the development of a manufacturing facility in the USA by VRB USA.

We will require significant funding to continue our operations and advance our projects through exploration and, if a construction decision is reached,exploration, the construction and operation of potential future mines. Our ability to raise additional capital, on timely and favorable terms or at all, will depend on various factors, including macroeconomic conditions, future commodity prices, our exploration success, and market conditions. If these factors deteriorate, our ability to raise capital to fund ongoing operations and business activities could be significantly impacted. If we cannot obtain adequate additional financing, we may have to substantially curtail our exploration and development activities or sell assets, which could materially and adversely affect our business plan. Inadequate financial resources could also raise substantial doubt about our ability to continue as a going concern.

We have subsidiaries, mineral projects, investments or other activities in the United States, the PRC, Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries where the governments extensively regulate operations and assets, imposing significant actual and potential costs on us.

Our business activities and assets are is subject to increasingly strict laws and regulation by federal, state and local authorities in the jurisdictions in which we have subsidiaries, mineral projects, investments or other activities, including the United States, the PRC, Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries. These laws and regulations include, without limitation, those related to tax; employment; benefits; health and safety; the environment; exports/imports; national security; price and foreign exchange controls; anticorruptionanti-corruption; land use; mine permitting and licensing requirements; exploration and drilling activities; reclamation and restoration of properties after mining is completed; management of materials generated by mining operations; dealing with local or disadvantaged communities; possible state intervention; and storage, treatment and disposal of wastes and hazardous materials, among other things.

The liabilities and requirements associated with the laws and regulations related to these and other matters, including with respect to air emissions, water dischargesdischarges, archaeological and other environmental matters, may be costly and time-consuming and may restrict, delay or prevent commencement or continuation of explorationexploration. development or production operations. We may not have been or may not be at all times in compliance with all applicable laws and regulations in all jurisdictions. Failure to comply with applicable laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of cleanup and site restoration costs and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation of permits or authorizations and other enforcement measures that could have the effect of limiting or preventing production from our operations. We may incur material costs and liabilities resulting from claims for damages to property or injury to persons arising from our operations. If we are pursued for sanctions, costs and liabilities in respect of these matters, our exploration activities or mining operations and, as a result, our financial performance, financial position and results of operations, could be materially and adversely affected.

We have mineral projects, investments or other activities inoutside the United States, in the PRC, Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and other countries. Some of these countries are less developed economically and politically than the United States, and have historically been more politically or socially unstable than the United States, including with respect to civil unrest and significant civil strife (including violent insurrections). We are also subject to the risks of deteriorating relations between or among the countries in which we operate. As such, our activities in these countries are subject to significant risks not necessarily present in the United States and additional risks inherent in exploration and resource extraction by foreign companies. Our exploration and future development and production activities in these countries are therefore subject to heightened risks, many of which are beyond our control. These risks include:

•arbitrary royaltyroyalty, tariff and tax increases;

•uncertainty regarding the enforceability of contractual rights and judgments; and

•other risks arising out of foreign governmental sovereignty over areas in which our mineral properties are located.located; and

Recent tariffTariff announcements and other developments in international trade policies and regulations could adversely affect our operations and outlook.

As a U.S.-based mining company with operations internationally, including operations and business activities in various countries including Canada and China, we are sensitive to changes in international trade policies and regulations. On February 1,In 2025, the U.S. President signedannounced an executive order imposing 25% tariffs on most goods imported from Mexico and Canada (energy products from Canada are set to face a lesser 10% tariff) and a 10% additionalvarious tariff onplans allthat goods from China, scheduled to take effect on February 4, 2025. The White House stated the actions aim to advance U.S. priorities on immigration and drug trafficking, though specific goals for lifting the tariffs are unspecified. Since the initial announcement, events have unfolded rapidly. On February 3, 2025, Canada announced the imposition of 25% tariffs on a range of U.S. products effective February 4, 2025. On February 3, 2025, the U.S. and Mexico, and the U.S. and Canada, announced deals to delayincluded the imposition of U.S. tariffs involvingon those respectivevarious countries byfor oneproducts month.such On February10, 2025, the U.S. announced expanded 25% tariffs onas steel and aluminum imports from all countries. On February 13, 2025, the U.S. announced a plan to implement additional reciprocal tariffs against other countries.aluminum. Additional tariff actions may be taken by the U.S. and foreign governments. We are unable to predict the ultimate result and duration of any tariff actions by the U.S. government, or countermeasures that may be taken by other nations.

Colombia is home to South America’s largest and longest running insurgency. The situation may become unstable and may deteriorate in the future into violence, including kidnapping, gang warfare, homicide and/or terrorist activity. Any such actions may generally disrupt supply chains and business activities in Colombia, and discourage qualified individuals from being involved with Cordoba’s operations. Our operations may be impacted as a result, and our ability to advance theAlacran San Matias projectProject may be delayed or halted altogether. This may include the inability to access the project site, as well as damage to property and injury or death to our personnel. Any such events could have a material adverse effect on Cordoba’s business, results of operations, financial condition and prospects.

Artisanal and illegal miners are present at the San MatiasAlacran Project in Colombia (owned directly by Cordoba) and the Pinaya Project in Peru. As these companies further explore and advance these projects towards production, eachthey must enter into discussions with illegal miners operating at the projects. There is a risk that such illegal miners may oppose activities at the San MatiasAlacran Project or the Pinaya Project and this may result in a disruption to the planned development and/or mining and processing operations, all of which may have an adverse effect on our investment in these projects. In addition, illegal miners have extracted metals from both projects in a manner that does not meet health and safety or environmental standards. Accidents may occur and may range from minor to serious, including death. While all formal steps are taken to notify the authorities when illegal miners operate in an unsafe manner, illegal miners may advance within close proximity to our contemplated mine sites or trespass on them, which may disrupt exploration and development activities, and may result in increased costs to address the presence of such illegal miners.

Our operations are governed by, and involve interactions with, various levels of government in foreign countries. We are required to comply with anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar laws where we have activities. These laws generally prohibit companies and company employees from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. The FCPA also requires companies to maintain accurate books and records and internal controls. As we have certain subsidiaries, mineral projects and investments and other activities in other countries, including Chile, Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC, there is a risk of potential FCPA violations.

In the future, we may sell common stock, convertible securities, or other equity securities in one or more transactions at prices and in the manner we determine from time to time. We have outstanding warrants to purchase shares of our common stock that were issued in our public offering on February 14, 2025. We also issue securities to employees and directors pursuant to our equity incentive plans. If we sell common stock, convertible securities, or other equity securities in subsequent transactions, or common stock is issued pursuant to warrants or equity incentive plans, our investors’ holdings may be materially diluted. In addition, new investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our common stock.

Ma’adenMaaden holds certain top-up rights that could lead to further dilution or adversely affect our stock price.

We have granted Ma’adenMaaden the right to purchase additional shares of common stock to maintain its 9.9%8.1% stock ownership position in the event of any issuances of common stock by us (the “Ma’adenMaaden Top-Up Right”). Ma’adenMaaden may exercise this right each time we issue shares (or securities convertible into shares) for cash as part of an equity financing transaction and in certain other circumstances. As the result of our public offering on February 14, 2025 and prior issuances, Ma’aden has the right to exercise the Ma’aden Top-Up Right to acquire up to approximately 1,488,027 shares of common stock. No assurance can be provided as to whether Ma’aden will or will not exercise the Ma’aden Top-Up Right..

In the event that Ma’adenMaaden does not exercise the Ma’adenMaaden Top-Up Right, the ownership threshold for purposes of Ma’adenMaaden Top-Up Right will be reduced to its ownership level after giving effect to the dilutive issuance. The Ma’adenMaaden Top-Up Right will expire on the earlier of (i) July 6, 2028 (being five years from the date of completion of Ma’aden’s initial investment in us) (the “Initial Period”), but only if within such five-year period Ma’aden has (a) failed on two separate occurrences to exercise in full the Ma’aden Top-Up Right, or (b) Ma’aden has sold, transferred or otherwise disposed of any of shares of our common stock (other than to an affiliate or to the Public Investment Fund of Saudi Arabia (the “PIF”)); (ii) the first day following the Initial Period on which Ma’aden sells, transfers or otherwise disposes of any of our shares of common stock (other than to an affiliate or to the PIF); and (iii) three years after the Initial Period.2028. To the extent the Ma’adenMaaden Top-Up Right is exercised, such exercise would cause dilution to our shareholders. Any decision by Ma’adenMaaden not to exercise Ma’adenMaaden Top-Up Right could adversely affect the price of our common stock.

Our stock price is volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. The market price for our common stock may be influenced by many factors, including: the failure to identify Mineral Resources or Mineral Reserves at our properties; the failure to achieve production at any of our mineral properties; the lack of mineral exploration success; the actual or anticipated changes in the price of commodities we are seeking to discover and mine, namely copper, nickel, vanadium, cobalt, platinum group elements, gold and silver; changes in market valuations of similar companies; changes in technology and demand for minerals; the success or failure of competitor mining companies; changes in our capital structure, such as future issuances of securities or the incurrence of debt; sales of common stock by us, our executive officers, directors or principal stockholders, or others; changes in regulatory requirements and the political climate in the United States, and other jurisdictions where we have activities, including Canada, Colombia, Peru, Ivory Coast, Saudi Arabia and the PRC; litigation involving us, our general industry or both; the recruitment or departure of key personnel; our ability to control our costs; accidents at mining projects, whether owned by us or otherwise; cyber-attacks or cyber-breaches; natural disasters, terrorist attacks, and acts of war, including the large-scale invasion of Ukraine by Russia; general economic, industry and market conditions, such as the impact of pandemics, on our industry and market conditions, or the occurrence of other epidemics or pandemics; and the other factors described in this “Risk Factors” section.

•our amended and restated certificate of incorporation requires that amendments to certain provisions of our amended and restated certificate of incorporation or amendments to our second amended and restated bylaws generally require the approval of at least 66 and 2∕3%majority of the voting power of our outstanding capital stock;

Non-U.S. holders may be subject to United States federal income tax on gain on the sale or other taxable disposition of shares of our common stock.

Because we hold significant United States real property interests, we believe we are a “United States real property holding corporation” for United States federal income tax purposes. As a result, a non-U.S. holder generally will be subject to United States federal income tax with respect to any gain on the sale or other taxable disposition of shares of our common stock (and will be required to file a United States federal income tax return for the taxable year of such sale or other taxable disposition), unless our common stock is regularly traded on an established securities market and such non-U.S. holder did not actually or constructively hold more than 5% of our common stock at any time during the shorter of (a) the five-year period preceding the date of the sale or disposition andof such common stock or (b) the non-U.S. holder’s holding period infor such common stock. Additionally, a purchaser of our common stock generally will be required to withhold and remit to the Internal Revenue Service fifteen percent (15%) of the purchase price paid to such non-U.S. holder unless, at the time of such sale or other disposition, any class of our stock is regularly traded on an established securities market or any other exception to such withholding applies.

We believe that our common stock currently is regularly traded on an established securities market. However, no assurance can be given in this regard and no assurance can be given that our common stock will remain regularly traded in the future. Non-U.S. holders should consult their own tax advisors concerning the consequences of disposing of shares of our common stock.

We are a technology-driven United States domiciled minerals exploration and development company with a focus on developingcopper minesand fromother mineralcritical depositsmetals principallyvital to electric transmission and generation, manufacturing, infrastructure development, technology, and national security. Our wholly owned assets are located in the United States. We seekoperate toexploration supportjoint American supply chain independence by findingventures and deliveringalliances in Saudi Arabia, Chile and the criticalUnited metals necessary for electrification of the economy, with a focus on copper.States. We use our accurate and powerful Typhoon™ geophysical surveying system, together with advanced data analytics provided by our 94.3% owned94.3%-owned subsidiary, Computational Geosciences Inc. (“CGI”), to accelerate and de-risk the mineral exploration process asin wethe seeksearch to discoverfor new deposits of critical metals that may otherwise be undetectable by traditional exploration technologies. We believe the United States is significantly underexplored and has the potential to yield major new discoveries of critical metals. Our mineral exploration efforts focus on copper as well as other metals including nickel, vanadium, cobalt, platinum group elements, gold and silver. Through the advancement of our portfolio of electric metals exploration projects, headlined by the Santa Cruz Project in Arizona as well as other exploration projects in the United States, we intend to support the United States' supply chain independence by finding and delivering critical metals necessary for the electrification of the economy. We also operate a 50/50 joint venture with Saudi Arabian Mining Company Ma’aden ("Ma'aden") to explore for minerals on ~48,500 km2 of underexplored Arabian Shield in Saudi Arabia.

Our other mineral projects in the United States include the Tintic Project, located in Utah, and the Hog Heaven Copper-Silver-Gold Project, located in Montana.Montana, Wethe alsoBristol holdProject a portfolio of exploration projectslocated in Nevada, and the westernGleeson, UnitedLomitas States,Negras, includingGlobe-Miami projectsand Perseverance Projects in Arizona, Nevada, New Mexico and Montana.Arizona.

We account for our business in four business segments – (i) Santa Cruz Copper Project (ii) critical metals, (iii) data processing services and (iv) energy storage.

We have not generated any revenue from our miningmineral projects because they are in the exploration or development stage. We do not expect to generate any revenue from our mining projects for the foreseeable future.

We generate some revenue from our technology businessesbusinesses, CGI and VRB Energy, which areis included in the data processing business segment and energy storage systems business segments, respectively.

Exploration expenses also include payments under earn-in and option agreements where the option right is with respect to ownership interests in legal entities owning the underlying mineral project in the exploration project phase. Through our earn-in and option agreements, we have the right (and in some cases, the obligation) to fund and conduct exploration on the underlying mineral project prior to determining whether to acquire a minority or majority ownership interest through further funding the costs of such exploration and, in some cases, through direct payments to the owners of the project. In the event we cease making expenditures on an exploration mineral project or fail to incur the agreed level of exploration expenditures, we will not obtain an ownership right beyond any whichthat may have been acquired as of the date of termination.

Included in exploration expenses are early stage projects and exploration costs that we incur in relation to generating new projects.projects These activitiesthat may or may not proceed to earn-in agreements depending on our evaluation. These are categorized as “Project generation and other”.

Our general and administrative expenses consist of salaries and benefits, stock-based compensation, professional and consultant fees, insurance and other general administration costs. We have incurred increased general and administrative expenses in 2024 and 2023 compared to 2022 for salaries, non-cash stock-based compensation, compliance related costs and directors’ and officers’ insurance expense since operating as a public company following our initial public offering (“IPO”) in June 2022.

For the year ended December 31, 2024 we recorded a net loss attributable to common stockholders of $128.6 million ($1.07 per share), compared to $199.4 million ($1.95 per share) for the year ended December 31, 2023, which was a decrease of $70.8 million. Significant contributors to this decrease in the loss for the year ended December 31, 2024 included the recognition of a $50.7 million gain on the disposal of a subsidiary and a decrease of $27.3 million in share of loss of equity method investees.

During the year ended December 31, 2024, exploration expenditures largely focused on exploration activities at:

•the Santa Cruz Copper Project where $72.4 million of exploration expenditure was incurred in the year ended December 31, 2024 compared to $57.2 million incurred in the year ended December 31, 2023. Activities during the year ended December 31, 2024 at Santa Cruz were focused on a program of infill resource drilling, geotechnical, hydrological, and metallurgical drilling/laboratory testing along with advancing permitting and technical studies required to support a prefeasibility study;

•the San MatiasAlacrán Project where $14.8 million of exploration expenditure was incurred by Cordoba in the year ended December 31, 2024 compared to $28.1 million in the year ended December 31, 2023. Activities during the year ended December 31, 2024, focused on preparing for and commencing detailed engineering design of the Alacran Project;

During the year ended December 31, 2024, we recorded $8.7 million share of loss of equity method investees which was a decrease of $27.3 million from the $36.0 million share of loss of equity method investee recorded for the year ended December 31, 2023. The decrease in loss was due to the year ended December 31, 2023 including our recognition of a $33.0 million share of loss from the Ma'adenMaaden joint venture upon its formation due to the expensing of the land access rights in accordance with our accounting policy for exploration and evaluation costs.

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about future events, our business, our financial condition, results of operations and prospects, our industry and the regulatory environment in which we operate. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Those statements include, but are not limited to, statements with respect to: estimated calculations of mineral reserves and resources at our properties including changes in those estimated calculations, anticipated results and timing of exploration activities, timing of studies for advancing or developing our properties, plans and objectives, industry trends, our requirements for additional capital, treatment under applicable government regimes for permitting or attaining approvals, government regulation, environmental risks, title disputes or claims, synergies of potential future acquisitions, the projected, forecast or anticipated economic parameters of our mineral projects (including capital cost, operating cost, net present value, internal rate of return and other parameters), and our anticipated uses of the net proceeds from offerings of our securities or other fundraising activities. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “could,” “should,” “would,” “achieve,” “budget,” “scheduled,” “forecasts,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements may include projections of our future financial performance, the development of our mineral properties, our anticipated growth strategies and anticipated trends in our industry. All forward-looking statements speak only as of the date on which they are made. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We believe that the factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include the following: we will require substantial capital investment in the future and we may be unable to raise additional capital on favorable terms or at all; our mineral projects are at the exploration or development stage and are subject to the significant risks and uncertainties associated with mineral exploration and development; our Santa Cruz Copper Project is subject to significant risks associated with mine construction and commissioning, including possible delays, cost overruns, and unanticipated technical problems in addition to the need to obtain all required permits and necessary funding; the Preliminary Feasibility Study (the "PFS") for our Santa Cruz Copper Project includes estimates and assumptions to project potential economic viability and actual economic outcomes may vary greatly from those set forth in the PFS; we have a limited operating history on which to base an evaluation of our business and prospects; we depend solely on our material project for our future operations; our mineral resource and reserve calculations and economic projections relating to our properties are only estimates; actual capital costs, operating costs, production and economic returns at any future mine may differ significantly from those we have anticipated; the title to some of the mineral properties may be uncertain or defective; our business is subject to changes in the prices of copper, gold, silver, nickel, cobalt, vanadium and platinum group metals; we have had claims and legal proceedings against one of our subsidiary's subsidiaries; our business is subject to significant risk and hazards associated with future mining operations; we may fail to identify attractive acquisition candidates or joint ventures with strategic partners or be unable to successfully integrate acquired mineral properties; we may fail to successfully manage joint ventures and are reliant on our joint venture partners to comply with their obligations; our business is extensively regulated by the United States and foreign governments as well as local governments; we and the VRB China Joint Venture may not receive the anticipated payments from Red Sun in connection with the VRB China Joint Venture transaction in full or in a timely manner; the requirements that we obtain, maintain and renew environmental, construction and mining permits are often a costly and time-consuming process; our non-U.S. operations are subject to additional political, economic and other uncertainties not generally associated with domestic operations; we may be adversely affected by current or future military conflicts in the Middle East, Ukraine/Russia or other jurisdictions; our activities may be hindered, delayed or have to cease as a result of climate change effects, including increased and excessive heating and the potential for forest fires at many of our properties; our operations may be impacted by public health emergencies, pandemics, epidemics, or similar events, including impacts to the availability of our workforce, government orders that may require temporary suspension of operations, and the global economy; and we may be adversely affected by tariff and trade actions.actions; and delays in the delivery or assembly of the TBM and failure of the TBM to function as expected may create material delays or add material additional costs related to the construction and development of the Santa Cruz Copper Project.

Through the advancement of our portfolio of critical metals exploration and development projects, headlined by the Santa Cruz Copper Project in Arizona, we intend to contribute to domestic supply by developing resources that support industrial and strategic sectors. We also operate a 50/50 joint venture with Saudi Arabian Mining Company ("Maaden") to explore for minerals on ~50,000 km2 of underexplored Arabian Shield in Saudi Arabia. Finally, inIn 2024, we established an exploration alliance with BHP Mineral Resources Inc. (“BHP”), a subsidiary of BHP Group Limited, to search for critical minerals in the United States. Finally, in 2026, we established a Typhoon™ driven exploration collaboration with Sociedad Química y Minera de Chile (“SQM”"), to explore for copper in northern Chile.

On April 27, 2026, our subsidiary Kaizen Discovery Inc. (“Kaizen Discovery”) sold our indirect interest in the Pinaya Gold-Copper Project to Panam Copper Corp., a British Columbia company (“Panam Copper”), for $11$11.0 million in stated consideration, consisting of (i) $8$8.0 million in cash, of which $1.5 million was paid at the closing on April 27, 2026 and the remainder is payable as to $1.5 million after six months, $2.5 million after one year and $2.5 million after 18 months, (ii) $3$3.0 million in Panam Copper shares, with a deemed value per share using the 10-day VWAP immediately prior to the issuance date or financing price for the initial issuance, with $1.5 million issuable on the date of Panam Copper’s listing on a recognized exchange and $1.5 issuable 12 months thereafter; and (iii) the grant at closing of a one percent (1.0%) net smelter return royalty on all minerals produced from the Pinaya Gold-Copper Project. Panam Copper may repurchase 50% of the royalty for $1$1.0 million prior to the commencement of commercial production. Subject to certain conditions, Kaizen Discovery will have the right to nominate one director of Panam Copper.

VRB Energy generates revenue from developing, manufacturing and selling vanadium redox flow energy storage systems. Prior to October 2024, all of VRB Energy’s revenue was generated by VRB China. In October 2024, VRB Energy reduced its ownership interest in VRB China to 49% and commenced equity accounting for this investment. DuringSince 2025, VRB Energy washas been focused on progressing its Arizona-based business, VRB USA.USA, which has not yet generated any revenue.

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

For the three months ended MarchJune 31,30, 2026 we recorded a net incomeloss attributable to common stockholders of $41.7$24.7 million ($0.27$0.16 per share), compared to a net loss of $30.5$23.9 million ($0.24$0.18 per share) for the three months ended MarchJune 31,30, 2025, which was aan changeincrease of $72.3$0.8 million. TheSignificant most significant contributorcontributors to this change for the three months ended MarchJune 31,30, 2026 was the gain of $124.7 million being realized on Cordoba's sale of the Alacrán Copper Project in Colombia in March 2026. Also contributing to the change wasincluded an increase of $7.4$7.3 million in exploration expenditures and aan $5.0increase of $2.2 million creditin share of loss provisionof reversalequity relatedmethod toinvestees. These increases were offset by a decrease of $1.5 million in general and administrative expenses and an $8.0 million gain recorded on the 2024 saledivestment of VRBthe China.Pinaya Project. The three months ended June 30, 2025 included a $2.6 million impairment expense of a non-core exploration property, there was no similar expense in the three months ended June 30, 2026.

Exploration expenses were $23.2$44.6 million for the threesix months ended MarchJune 31,30, 2026, an increase of $7.4$14.8 million from $15.8$29.9 million for the threesix months ended MarchJune 31,30, 2025. Exploration expenses consisted of the following:

During the threesix months ended MarchJune 31,30, 2026, exploration expenditures largely focused on activities at:

•theThe Santa Cruz Copper Project where $9.5$20.0 million of expenditure was incurred in the threesix months ended MarchJune 31,30, 2026 compared to $6.5$11.9 million incurred in the threesix months ended MarchJune 31,30, 2025. Activities during the threesix months ended MarchJune 31,30, 2026 at the Santa Cruz wereCopper Project focused on permitting, updating the PFS to incorporate the engineering details of the TBM and material handling system, conducting optimization studiesstudies, and performing geotechnical drilling to support ongoing detailed engineering design. The exploration expenditures incurred in the threesix months ended MarchJune 31,30, 2025 of $6.5 million were focused on the technical engineering studies required to support the preliminaryPFS feasibility study whichthat was completedreleased inon June 23, 2025;

•theThe Hog HeavenGleeson Project in Arizona where $3.2$6.6 million of expenditure was incurred in the threesix months ended MarchJune 31,30, 2026 compared to $0.9$0.3 million incurred in the threesix months ended MarchJune 31,30, 2025. We commenced drilling in November 2025. Activities during the threesix months ended MarchJune 31,30, 2026 were focused on drillingtesting to targetcopper-gold porphyry styleand mineralizationpolymetallic nearskarn theand historicalcarbonate-replacement Flatheadtargets. MineAlso, additional land purchases and leases have been executed;

•theThe Alacrán Project where $3.3 million of expenditure was incurred by Cordoba in 2026 prior to its sale on March 5, 2026. ActivitiesThese pre-sale activities in 2026 were focused on detailed engineering design of the Alacrán mine and consultation associated with the Environmental Impact Assessment process.process; and

CGI’s software licensing and data processing services to the mining, energymining and wateroil and gas industries represented 100% of our revenue for the threesix months ended MarchJune 31,30, 2026 ($0.9$1.6 million) and 100% for the threesix months ended MarchJune 31,30, 2025 ($0.7$1.8 million). VRB generateddid nonot generate revenue during these periods. CGI’s revenue for the six months ended June 30, 2026 was $1.6 million, a decrease of $0.2 million from $1.8 million for the six months ended June 30, 2025. The decrease in CGI’s revenue was a result of less data processing services being performed.

At MarchJune 31,30, 2026, we had cash and cash equivalents of $289.8$256.9 million and a working capital balance of $253.2$216.6 million. Of the total cash and cash equivalents at MarchJune 31,30, 2026, $19.9$23.5 million was not available for the general corporate purposes of the Company as these amounts were held by non-wholly-owned subsidiaries.

As at MayAugust 7, 2026, we believe that we have sufficient cash resources and availability under the Bridge Facility to carry out our business plans for at least the next 12 months, after which we expect to need additional financing to further advance our projects and conduct our business. We have based these estimates on our current assumptions, which may require future adjustments based on our ongoing business and development decisions. Accordingly, we may require additional cash resources earlier than we currently expect or we may need to curtail currently planned activities.

Consolidated Cash Balances as of MarchJune 31,30, 2026

The table below discloses the amounts of cash disaggregated by currency denomination as of MarchJune 31,30, 2026 in each jurisdiction that our affiliated entities are domiciled.

On July 8, 2021, VRB Energy issued a convertible bond for gross proceeds of $24.0 million. The bond has a five-year term and interest accrues at a rate of 8% per annum. Prior to the maturity date, the convertible bond will be automatically converted into equity of VRB Energy upon an equity financing or sale event, at a price per share equal to the lower of (A) the transaction price of the equity financing or sale event, and (B) the valuation cap price of $158.0 million divided by the total shares outstanding at the time of the event. If no equity financing or sale event occurs or other agreed restructuring of the convertible bond with its holder occurs, VRB Energy must repay the outstanding principal and interest on maturity in July 2026. At MarchJune 31,30, 2026, the balance of principal and interest on the bond was $34.5$35.2 million and it is classified as a current liability on the balance sheet.