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Latest 10-Q filed 11/13/2025 · Compared against 8/4/2025
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Item 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the information in this Quarterly Report, including our financial statements and the related notes thereto and Managements Discussion and Analysis of Financial Condition and Results of Operations, as well as any additional risk factors that may be described in our other filings with the SEC from time to time, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025, before deciding whether to invest in our securities. The occurrence of any of the risks, the events or developments described below could harm our business, financial condition, operating results, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. You should consider carefully the risks and uncertainties included in this Quarterly Report and elsewhere in our Annual Report and other SEC filings before you decide to invest in our common stock.
Tariffs, trade restrictions and other changes in international trade policyWe are required to obtain governmental permits in order to could adversely affect our business, financial condinduct development and mining operation and results of operatis, a process which is often costly and time-cons.
Beginning in the second quaruming, and subject to inter of 2025, sweeping new U.S. tariffs weference by third parties
We are announced, and inrequired to obtain and response, senew goveral countries have imposed, or threatened to impose, reciprocal tariffs nmental permits for our exploration imports from the U.S. activities and other retaliatory measures. Various modifications, prior to developing or mining and delays toy mineralization the U.S. tariffs have been announced, further changes are expecteat we discover, we will be required to be made obtain the future, and the details and effects remain uncernew governmental permits. Obtain.
In early July 2025, President Trump threatened to imposeing and renewing governmental permits is a 50% tariff on ancomplex, costly and all Braziliantime-consuming products imported to tcess. The U.S., separate from any sectoral tariffs, effective August 1, timeliness and ordered the Officesuccess of the U.S. Trade Representative to initiate an analysis into Brazils trade practices under Section 301 of the Trade Act of 1974. In response, Brazilian President Lula issued a presidential decree implementing the Economic Reciprocity Act, which would allow Brazil to take countermeasures against the U.S. On July 30, 2025, President Trump signed an Executive Order increasing the existpermitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting 10% tariff on U.S. imports from Brazil to 50%, effective August 6, 2025, although several categories of products were excluded. It is uncertain at thiauthority. We may not be able to obtain or renew permits time what retaliatory measures may be taken by Brazil or how an escalating trade war between the U.S. are necessary for our planned operations or the cost and Brazil may affect the Companys business and growth prospects.
Additionally, time required to obtain April 2025, President Trump issued anor renew such permits may executive order instructing the U.S. Department of Commerce to initiate an analysisceed our expectations. Any under Sexpection 232 of the Trade Expansion Act of 1962 to evalued delays or costs associate the national security risks from imports of prod with the permitting processed critical minerals and could delay their deriv explorative producton, development or operation of our properties, which was initiated later that month. Following the Section 232 analysis, it is possible that sin turn could materially adversely affectoral tariffs on certain critical mineral imports to the U.S., including lithium, other import restrictions or other non-trade action our future revenues and profitability. In addition, key permits and approvals may be implemented by the Trump Administration.
The current trade environment continues to revoked or suspended or may be dynamic, and the ultimate impact remains uncertain and will depend on sechanged in a manner that adveral factors, including whethesely affects our additional or incremental U.S. tariffs or other measures are announced, ultimately imposed or changed, to what extent other countries implement tariffs or other retaliatory measures in response, andctivities.
Private parties, such as social or environmental activists, frequently attempt to intervene in the overall magnitude and duration of these measures. If disputes permitting process and conflicts further escalate, actions by governments in response could be significantly moreto persuade regulators to deny necessary permits or seek to overe and restrictive. Any of the foregoing could materially adversely harm our business and growth prospects. Trade barriers and other turn permits that have been issued. For example, on August 28, 2025, NGolo (NGO), a non-governmental acorganization related to tariffs known for international tradenumerous claims agreements around the world have ainst mining projects, having filed 29 such claims in the potential to decrease demand for our minerals anlast six years, filed adversely imp civil act the markets in which we areion in the federal contractually obligurt located to sell our products and plan to operate. In addition, uncertainty and rapid changes in globalin Teofilo Otoni, Brazil, claiming that the Company did not sufficiently consult with Girau, a trade policy may itional community, in continue to result in general macroeconomic volatility. Our abilinection with our Neves Project. While the leadership of the Girau community to mitighas repudiated the impactclaims of such trade policies NGO and we do not expect this action our business will be limited, and tto materially delay our development of the Neves Project, there can be no assurances that such mitigation efforts wouldwe will be able to successful. As such, any changes in legislation defend against and government policy by the U.S., China or other critical producers or consumers of critical minerals may have a material a direct or indirect adverse effect on ocome all third-party objections to the permitting of our business.
The economic viability of our Neves Project has several risks and uncertainties, notwithstand activities.
Obtaining the Definitive Feasibility Study supports a commercially viable project.
Feasibility studienecessary governmental permits involves numerous jurisdictions, including the Definitive Feasibility Study related to the Neves Project, are used to determinepublic hearings and possibly costly undertakings. These the economic viabiliird-party of a mineral deposit, including estiactions can mated capital and operating costs. Whilrially increase these studie costs are based ond cause delays in the best information available to us for the level of study, we cannot be certain that actual costs willpermitting process and could cause us to not significantly exceed the estimated cost. It is not uncommon for commercial mining operaproceed with the development or operation of a property. In additions to experience unexpected costs, problems, and delays during construction, commissioning, our ability to successfully obtain key permits and start-up. Any of these factors or those listed below could result in changes to our estimapprovals to explore for, develop, operated capital a and expand operating expenditures, and the expected economic returns of the Neves Project.
-a significant, prolonged decrease in the market price of lithium;
-significant delays, reductions, or stoppages in operating activities;
-construction delays, procurement issues and workforceons will likely depend on our ability to undertake such activities in a manner consistent with the creation of sourcing;
-significant shortages of adequate acial and skilled labor or a significant increaseeconomic benefits in labor costs;
-morthe stringent regulatory or environmental, health urrounding communities, which may or safety laws and more stringent regulatory or environmental, health or safetmay not be required by laws and regulations; and
-general economic. Our ability to obtain permits and political conditions,approvals and to such as recessions, interest rfully operates, inflation and acts of w particular or terrorism.
Our future lithium production activicommunities may changbe as a result of any one or more of these risks and uncertainties. We cannot assure you that any of our activities will result in achieving and maintaining the estimated net presdversely affected by real or perceived detrimental event value or internal rate of return as set forth in the Definitive Feasibility Studys associated with our activities.