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Item 1A. Risk Factors.
The Company and its business, operations and financial condition are subject to various risks and uncertainties due to the nature of its business and the present stage of exploration of its mineral properties. Certain of these risks and uncertainties are disclosed in Part I, Item 1A. Risk Factors of our 2024 Form 10-K.
With the exception of the addition of the below, there have been no material changes to the risk factors set forth in our 2024 Form 10-K.
Tariffs, trade restrictions and changes to tariffs, international trade policies and regulations may adversely impact the Company.
Since February 2025, the United States and other countries have announced numerous new tariffs, trade restrictions and changes in tariffs, international trade policies and regulations. Imposed, announced or changes in tariffs, trading policies and restrictions, potential trade wars, or uncertainties in international trading policies and regulations may adversely impact our operations, financial performance and outlook.
There is no assurance that Red Sun will satisfy its payment obligations to us in full or in a timely manner.
Pursuant to the 2024 Red Sun 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 first payment of $10 million was received in February 2025. Red Sun did not make the second payment of $10 million by its contractual due date of June 30, 2025. As of November 5, 2025, Red Sun has not made this payment. There can be no assurance that Red Sun will satisfy its remaining payment obligations to us in full or in a timely manner. Any delay, reduction or failure to make this payment would have an adverse impact on our plans for VRB USA.
There is no guarantee that the proposed sale of Cordobas remaining interest in the Alacrn Copper Project will be successfully completed.
Cordoba, our publicly listed and majority owned subsidiary, has entered into an agreement to sell Cordobas remaining 50% interest in the Alacrn Copper Project, related exploration properties, and certain intercompany receivables, for consideration of up to $128 million, consisting of $88 million in cash at closing, $12 million in deferred payment, and up to
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$28 million in contingent payments based on daily London Metal Exchange spot copper price during the first twelve months of commercial production.
The sale is conditioned upon Cordoba receiving the EIA Approval. There can be no assurance that the EIA Approval will be received and no assurance that all other remaining closing conditions will be satisfied or that the transaction will close on the anticipated timeline, or at all. Failure to complete this transaction would adversely affect Cordobas financial condition and our investment in Cordoba. Additionally, even if the transaction closes, there is no guarantee that the deferred payment or any contingent payments will be received.