A Dark Vector Cognition product

Item 1A. RISK FACTORS.

4K characters. Original on sec.gov ·

Item 1A. RISK FACTORS.

There were no material changes from the risk factors set forth under Part I, Business; Item 1A, Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on February 19, 2026, other than as set forth below. The risks described in our Annual Report and herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows and/or future results.

Geopolitical risks related to ongoing Middle East conflicts may adversely affect the Company’s operations, costs, liquidity, and capital allocation decisions.

Ongoing or escalating geopolitical tensions and military activity, including conflicts involving the Middle East, Iran, Ukraine, and Venezuela, may adversely affect the Company’s business, financial condition, and results of operations. Heightened geopolitical instability in the Middle East has contributed to uncertainty in global economic and financial conditions, including potential constraints affecting key shipping routes such as the Strait of Hormuz, and increased volatility in energy, fuel, and transportation markets, as well as contributing to volatility in labor, financial, and commodity markets. These developments may disrupt global supply chains, including the availability and cost of fuel, energy, transportation, and other critical materials, which would have an adverse effect on our results of operations. Disruptions to fuel and energy supply, including as a result of government‑imposed restrictions, sanctions, export controls, or other regulatory actions, could materially increase the Company’s operating costs or require the temporary suspension or shutdown of certain mining operations where reliable access to fuel or power is essential to safe and continuous operations. Heightened geopolitical tensions may also increase cybersecurity risks, including threats to energy infrastructure, logistics providers, financial systems, and other third‑party service providers.

U.S. and global financial markets have, from time to time, experienced significant dislocations, reduced liquidity, and pricing volatility as a result of geopolitical conflicts and other macroeconomic events, and such conditions may recur in the future. Market disruptions could adversely affect the availability, cost, or terms of capital, and additional financing may not be commercially available when needed or may be obtained only on unfavorable terms. In the event of sustained lower gold, copper, silver, lead, or zinc prices, unanticipated operating or financial challenges, or additional funding constraints, the Company’s ability to pursue new business opportunities and invest in existing or new projects could be materially constrained. The extent and duration of these impacts remain uncertain and may continue to evolve. Reference is made to the Risk Factor under the headings “A substantial or extended decline in gold, copper, silver, lead or zinc prices would have a material adverse effect on us”, “We rely on our supply chain operations to procure goods and services to support our operations and projects, and competition with other natural resource companies, and shortage of critical parts, services and equipment may adversely affect our operations and development projects”, “The price of our common stock may be volatile, which may make it difficult for you to sell the common stock at the price you paid or at prices you find attractive” and other risks disclosed in the Company’s most recent Form 10-K.

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