BLTH

New in FY2025

• Business Risks Our future performance is difficult to evaluate because we have a limited operating history in the lithium and magnesium industry.
• We have not realized any revenues to date from the sale of lithium or magnesium, and our operating cash flow needs have been financed primarily through issuances of debt and equity securities, and not through cash flows derived from our operations.
• As a result, we have little historical financial and operating information from our lithium and magnesium business to help you evaluate our performance.
• We have an accumulated deficit of $30,957,121 as of December 31, 2025.
• At this early stage of our lithium and magnesium operations, we also expect to face the risks, uncertainties, expenses and difficulties encountered by companies at the mineral exploration stage.
• In the report by our auditor dated March 19, 2026, the auditor expressed substantial doubt about our ability to continue as a going concern.
• Management’s plan to fund our capital requirements and ongoing operations includes the generation of revenue from our lithium and magnesium operations and projects.
• While discovery of additional ore-bearing deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines.
• We do not know with certainty that economically recoverable lithium and magnesium exist on our properties.
• We may be exposed to certain regulatory and financial risks related to climate change.
• Growing concerns about climate change may result in the imposition of additional regulations or restrictions to which we may become subject.
• Climate changes include changes in rainfall and in storm patterns and intensities, water shortages, significantly changing sea levels and increasing atmospheric and water temperatures, among others.
• A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate change, including regulating greenhouse gas emissions and the SEC’s recently adopted rules that require public companies to make additional climate change and greenhouse gas emissions related disclosures.
• Potentially, additional U.S. federal regulation will be forthcoming with respect to greenhouse gas emissions (including carbon dioxide) and/or legislation that could impact our operations.
• The outcome of new legislation or regulation in the United States may result in new or additional requirements, additional charges to fund energy efficiency activities and fees or restrictions on certain activities.
• While certain climate change initiatives may result in new business opportunities for us by increasing the demand for EVs and lithium-ion batteries, compliance with these initiatives may also result in additional costs to us, including, among other things, increased production costs, additional taxes, reduced emission allowances or additional restrictions on production or operations.
• Adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.
• Even without such regulation, increased public awareness and adverse publicity about potential impacts on climate change emanating from us or our industry could harm us.
• We may not be able to recover the cost of compliance, depending on the extent and scope of new or more stringent laws and regulations, which could adversely affect our business and negatively impact our growth.
• Furthermore, the potential impact of climate change and related regulation on our customers is highly uncertain and there can be no assurance that it will not have an adverse effect on our financial condition and results of operations.
• Historical presence of lithium and magnesium recorded in brine waters at previously drilled Paradox Basin sites may not be indicative of the potential for future development or revenue.
• The historical presence of lithium and magnesium recorded in brine waters from existing oil and gas wells encompassed under our Paradox Basin claims, including the Superior 88-21 Peterson Federal ST1 well, cannot be relied upon as an indication that such sites will have commercially feasible lithium and magnesium reserves.
• Investors should not rely on historical operations as an indication that sufficient mineral reserves exist to support commercial production of lithium and magnesium.
• There is no assurance that our properties will be of merit since our exploration programs are based on historical data.
• We expect to incur losses unless and until such time as the properties enter into commercial production and generate sufficient revenue to fund our continuing operations.
• Our level of profitability, if any, in future years will depend to a great degree on lithium and magnesium prices and whether our properties can be brought into production.
• Exploration and development of lithium and magnesium resources are highly speculative in nature, and it is impossible to ensure that any of our existing properties will establish reserves.
• Whether it will be economically feasible to extract lithium and magnesium depends on a number of factors, including, but not limited to: (i) the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; (ii) lithium prices; (iii) extraction, processing, and transportation costs; (iv) the willingness of lenders and investors to provide project financing; (v) labor costs and possible labor strikes; (vi) non-issuance of permits; and (vii) governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations.
• We are also subject to the risks normally encountered in the lithium and magnesium industry, which include, without limitation: ● the discovery of unusual or unexpected geological formations; ● accidental fires, floods, earthquakes, severe weather, seismic activity, or other natural disasters; ● unplanned power outages and water shortages; ● construction delays and higher than expected capital costs due to, among other things, supply chain disruptions, higher transportation costs, and inflation; ● the ability to obtain suitable or adequate machinery, equipment, or labor; ● shortages in materials or equipment and energy and electrical power supply interruptions or rationing; ● environmental liability; and ● other unknown risks involved in the conduct of lithium and magnesium exploration and operations.
• Our long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive cash flows from our lithium and magnesium activities.
• Our ability to (i) acquire additional lithium and magnesium projects, and (ii) initiate and continue exploration, development, commissioning of lithium and magnesium ultimately depends on our ability to generate revenues, achieve and maintain profitability, and generate positive cash flow from our operations.
• The economic viability of our future extraction activities has many risks and uncertainties including, but not limited to: ● significant, prolonged decrease in the market price of lithium and magnesium; ● significantly higher than expected construction and extraction costs; ● significantly lower than expected lithium and magnesium extraction; ● significant delays, reductions, or stoppages in lithium and magnesium extraction activities; ● significant shortages of adequate and skilled labor or a significant increase in labor costs; ● significantly more stringent regulatory laws and regulations; and ● significant difficulty in marketing and/or selling lithium or magnesium; It is common for a new lithium and magnesium extraction operation to experience unexpected costs, problems, and delays during construction, commissioning and start-up.
• Our future lithium and magnesium extraction activities may change as a result of any one or more of these risks and uncertainties.
• We require additional capital to meet our liquidity needs related to expenses for our various corporate activities, including the costs related to our status as a publicly traded company, fund our ongoing operations, explore and define lithium and magnesium mineralization, and establish any future lithium and magnesium operations.
• Our ability to grow will depend on a number of factors, including, but not limited to: ● our ability to develop existing prospects; ● our ability to identify and acquire or lease new exploratory prospects; ● our ability to maintain or enter into new relationships with project partners and independent contractors; ● our ability to continue to retain and attract skilled personnel; ● our access to capital; ● the market price for lithium and magnesium products; and ● our ability to enter into agreements for the sale of lithium and magnesium products.
• Our success as a company producing lithium, magnesium and related products depends to a great extent on our research and development capabilities for direct lithium extraction and our ability to secure capital for the implementation of brine processing plants.
• Our success as a producer of lithium, magnesium and related products is dependent on our ability to develop and implement more efficient production capabilities based on mineral rich brine and implementation of direct lithium extraction (DLE) technologies, which while having the potential to significantly increase the supply of lithium and magnesium from brine projects, the technology for DLE remains subject to many questions.
• We expect to make significant investment in research and development of the DLE process, and we will need to continue to invest heavily to scale our manufacturing to ultimately producing sufficient amounts of lithium and magnesium.
• There is no guarantee we will achieve anticipated sales target or in a profitable manner.
• Lithium and magnesium prices are subject to unpredictable fluctuations.

and 54 more.

Gone since FY2024

• Business Risks Our future performance is difficult to evaluate because we have a limited operating history in the lithium industry.
• We have not realized any revenues to date from the sale of lithium, and our operating cash flow needs have been financed primarily through issuances of debt and equity securities, and not through cash flows derived from our operations.
• As a result, we have little historical financial and operating information from our lithium business to help you evaluate our performance.
• We have an accumulated deficit of approximately $24,546,557 as of December 31, 2024.
• At this early stage of our lithium operations, we also expect to face the risks, uncertainties, expenses and difficulties encountered by companies at the mineral exploration stage.
• In the report by our auditor dated March 25, 2025 the auditor expressed doubt about our ability to continue as a going concern.
• Management’s plan to fund our capital requirements and ongoing operations includes the generation of revenue from our lithium operations and projects.
• While the discovery of additional ore-bearing deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines.
• We do not know with certainty that economically recoverable lithium exists on our properties.
• Our level of profitability, if any, in future years will depend to a great degree on lithium prices and whether our properties can be brought into production.
• Exploration and development of lithium resources are highly speculative in nature, and it is impossible to ensure that any of our existing properties will establish reserves.
• Whether it will be economically feasible to extract lithium depends on a number of factors, including, but not limited to: (i) the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; (ii) lithium prices; (iii) extraction, processing, and transportation costs; (iv) the willingness of lenders and investors to provide project financing; (v) labor costs and possible labor strikes; (vi) non-issuance of permits; and (vii) governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations.
• We are also subject to the risks normally encountered in the lithium industry, which include, without limitation: ● the discovery of unusual or unexpected geological formations; ● accidental fires, floods, earthquakes, severe weather, seismic activity, or other natural disasters; ● unplanned power outages and water shortages; ● construction delays and higher than expected capital costs due to, among other things, supply chain disruptions, higher transportation costs, and inflation; ● the ability to obtain suitable or adequate machinery, equipment, or labor; ● shortages in materials or equipment and energy and electrical power supply interruptions or rationing; ● environmental liability; and ● other unknown risks involved in the conduct of lithium exploration and operations.
• Our long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive cash flows from our lithium activities.
• Our ability to (i) acquire additional lithium projects, and (ii) initiate and continue exploration, development, commissioning of lithium ultimately depends on our ability to generate revenues, achieve and maintain profitability, and generate positive cash flow from our operations.
• The economic viability of our future extraction activities has many risks and uncertainties including, but not limited to: ● significant, prolonged decrease in the market price of lithium; ● significantly higher than expected construction and extraction costs; ● significantly lower than expected lithium extraction; ● significant delays, reductions, or stoppages in lithium extraction activities; ● significant shortages of adequate and skilled labor or a significant increase in labor costs; ● significantly more stringent regulatory laws and regulations; and ● significant difficulty in marketing and/or selling lithium or lithium hydroxide; It is common for a new lithium extraction operation to experience unexpected costs, problems, and delays during construction, commissioning and start-up.
• Our future lithium extraction activities may change as a result of any one or more of these risks and uncertainties.
• We require additional capital to meet our liquidity needs related to expenses for our various corporate activities, including the costs related to our status as a publicly traded company, fund our ongoing operations, explore and define lithium mineralization, and establish any future lithium operations.
• Our ability to grow will depend on a number of factors, including, but not limited to: ● our ability to develop existing prospects; ● our ability to identify and acquire or lease new exploratory prospects; ● our ability to maintain or enter into new relationships with project partners and independent contractors; ● our ability to continue to retain and attract skilled personnel; ● our access to capital; ● the market price for lithium products; and ● our ability to enter into agreements for the sale of lithium products.
• Our success as a company producing lithium and related products depends to a great extent on our research and development capabilities for direct lithium extraction and our ability to secure capital for the implementation of brine processing plants.
• Our success as a producer of lithium and related products is dependent on our ability to develop and implement more efficient production capabilities based on mineral rich brine and implementation of direct lithium extraction (DLE) technologies, which while having the potential to significantly increase the supply of lithium from brine projects, the technology for DLE remains subject to many questions.
• We expect to make significant investment in research and development of the DLE process, and we will need to continue to invest heavily to scale our manufacturing to ultimately producing sufficient amounts of lithium.
• There is no guarantee we will achieve anticipated sales target in a profitable manner.
• Our operations face substantial regulations of health and safety.
• Lithium prices are subject to unpredictable fluctuations.
• We expect to derive revenues, if any, from the extraction and sale of lithium.
• The prices of lithium may fluctuate widely and are affected by numerous factors beyond our control, including international, economic, and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products.
• The effect of these factors on the prices of lithium and lithium byproducts, and therefore the economic viability of any of our exploration properties, cannot accurately be predicted.
• Changes in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products.
• Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse effect on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.
• Some of the factors that may cause the market price of our common stock to fluctuate include: ● fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to our company; ● changes in estimates of our financial results or recommendations by securities analysts; ● failure of our business to achieve or maintain market acceptance in the lithium industry; ● changes in market valuations of similar companies; ● success of competitive service offerings or technologies; ● changes in our capital structure, such as future issuances of securities or the incurrence of debt; ● announcements by us or our competitors of significant services, contracts, acquisitions, or strategic alliances; ● changes in market valuations of similar companies; ● success of competitive service offerings or technologies; ● changes in our capital structure, such as future issuances of securities or the incurrence of debt; ● announcements by us or our competitors of significant services, contracts, acquisitions, or strategic alliances; ● regulatory developments in the United States, foreign countries, or both; ● litigation involving us; ● additions or departures of key personnel; ● investors’ general perception of us; and ● other events or factors, including those resulting from macroeconomic conditions, geopolitical crises, outbreak of hostilities or acts of war such as the Russian invasion of Ukraine, the Israeli-Hamas war, and Houthi rebel ship attacks in the Red Sea, incidents of terrorism, global pandemics such as the Covid-19 pandemic, natural disasters, and similar events, as well as responses to these and similar events.
• In addition, if the market for lithium and technology sector stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition, or results of operations.
• Our executive officers and directors currently own or control 48.4% of our outstanding shares of common stock.
• Section 404 of the Sarbanes-Oxley Act of 2002 requires our company to evaluate the effectiveness of our internal control over financial reporting as of the end of each year, and to include a management report assessing the effectiveness of our internal control over financial reporting We have identified that our disclosure controls and procedures were not effective and that material weaknesses exist in our internal control over financial reporting.
• As of March 25, 2025, there were 2,586,982 shares of our common stock outstanding and 0 shares of our preferred stock issued and outstanding.