COBA

These risks include, but are not limited to, the following: · We are in the early stages of our operations; · We have a history of operating losses and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2025 and 2024; · Our current cash resources will not allow us to become profitable and will only allow us to fund operations for a limited period of time; · We will need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service obligations.
We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position; · Global pandemics may adversely impact our business and financial condition; · Our growth depends upon the continued growth in demand for end-products utilizing rechargeable storage batteries, particularly electric vehicles; · Adverse conditions in the economy and volatility and disruption of financial markets can negatively impact our prospective customers, and downturns in our prospective customers’ end-markets could adversely affect our prospective sales and profitability; · Our research and development efforts may not succeed, and our competitors may develop more effective or successful products; · Cobalt and copper prices can be volatile, especially due to changes in supply; · We face competition in our business; · Our planned production development efforts are complex projects that will require significant capital expenditures and are subject to significant risks and uncertainties; · We may make future acquisitions which may be difficult to integrate, divert management and financial resources and result in unanticipated costs; · The development and adoption of new battery technologies that rely on inputs other than cobalt compounds could significantly impact our prospects and future revenues; · We have substantial international operations, and the risks of doing business in foreign countries could adversely affect our business, financial condition and results of operations; · Our planned cobalt and copper extraction and planned production operations in Chile will expose us to specific political, financial and operational risks; · Our planned operations will be subject to hazards and other disruptions, which could adversely affect our reputation and results of operations; · We may not satisfy prospective customers’ or governments’ quality standards, and we could be subject to damages based on claims brought against us or lose customers as a result of the failure of our planned products to meet certain quality standards; · Fluctuations in the price of energy and certain raw materials, and our inability to obtain raw materials and products under contract sourcing arrangements, could have an adverse effect on the margins of our planned products, our business, financial condition and our results of operations; · Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management; · Some of our employees may be unionized or could be employed subject to local laws that are less favorable to employers than the laws of the United States; · Our business and operations could suffer in the event of cybersecurity breaches or disruptions to our information technology environment; · Theft of our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations; · We have not established “proven” or “probable” reserves, as defined by the SEC under Industry Guide 7, through the completion of a feasibility study for the minerals that we intend to produce; · Our reliance on third-party contractors and consultants to conduct our exploration and development projects exposes us to risks; · A shortage of equipment and supplies and/or the time it takes such items to arrive at our projects could adversely affect our ability to operate our business; · Mining development and processing operations pose inherent risks and costs that may negatively impact our business; · Failure to adequately manage our growth may seriously harm our business; · If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork and focus that contribute crucially to our business; · Our future operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations; · The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members; · Our business and financial results may be adversely affected by various legal and regulatory proceedings; · We, our future operations, planned facilities, prospective products and raw materials are subject to environmental, health and safety laws and regulations, and costs to comply with, and liabilities related to, these laws and regulations could adversely affect our business; · Environmental regulations could require us to make significant expenditures or expose us to potential liability; · We are subject to numerous governmental permits that are difficult to obtain and we may not be able to obtain or renew all of the permits we require, or such permits may not be timely obtained or renewed; · An active trading market for our common stock may not develop and you may not be able to resell your shares at or above the price which you paid; and · Our stock price may be volatile. · Our ability to secure and maintain adequate water rights and comply with water-use and water-quality regulations may materially affect our operations. · We may be subject to significant liabilities associated with tailings, waste-rock management, or legacy environmental conditions at or near our project sites. · We may be required to engage in formal consultation processes with Indigenous or local communities, and failure to do so could result in delays, legal challenges, or reputational harm. · Our participation in ESG assurance frameworks may expose us to additional scrutiny, costs, and reputational risks Risks Related to Our Business and Industry We are in the early stages of our operations.
We have a history of operating losses and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2025 and 2024.
For the fiscal years ended December 31, 2025 and 2024, we reported net losses of $3,263,140 and $882,574, respectively, however, $1,881,082 of the 2025 loss was related to a one-time, non-cash charge for impairment of mining concessions, and negative cash flow from operating activities of $1,146,473 and $718,275, respectively.
As of December 31, 2025, we had an aggregate accumulated deficit of $36,645,952.
Our management has concluded that our historical recurring losses from operations and negative cash flows from operations as well as our dependence on private equity and other financings raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2025 and 2024.
We anticipate that our expenses over the next twelve (12) months will be approximately $4,848,000 for the full implementation of our business plan including exploration, investment in net smelter royalties, research and development expenses, general & administrative expenses, and working capital and general corporate purposes, including the costs associated with any potential uplisting to a national securities exchange and registration of a public offering.
There can be no assurance that we will pursue an uplisting, nor any assurance that if we do, it will be successful.
Any such effort would require us to meet initial listing standards, which may include minimum stock price, stockholders’ equity, distribution requirements, and corporate governance standards.
Failure to qualify for listing or delays in doing so will result in higher costs and may affect our ability to continue our operations.
We can also provide no assurance that we can secure additional capital and/or if we are able to, if they will have favorable terms.
Based on our current cash on hand, we may be delayed or forced to cease operations within 12 months unless we are able to raise approximately $2,400,000.
On December 31, 2025, we had a cash balance of approximately $2,772,082, a working capital surplus of approximately $2,793,881, and an accumulated deficit of approximately $36,645,952.
In June 2025, we received $83,502 of cash from additional issuances of Series B Convertible Preferred Stock at $0.45 per share.
Then in December 2025, we received an additional $3,000,000 of cash from issuances of common stock at $0.50 per share, which after reduction for direct and incremental costs of $247,500 associated with the raise, equated to $2,752,500 of net proceeds.
These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment.
The sale of convertible debt securities, or additional equity securities could result in additional and potentially substantial dilution to our shareholders.
For example, the transmission of COVID-19 and efforts to contain its spread resulted in international, national and local border closings, travel restrictions, significant disruptions to business operations, supply chains and customer activity and demand, service cancellations, workforce reductions and other changes, significant challenges in healthcare service provision and delivery, mandated closures and quarantines, as well as considerable general concern and uncertainty, all of which negatively affected the economic environment.
Additionally, it disrupted the capital markets world-wide and prices of materials, including cobalt prices.
We cannot predict the timing and duration of future global pandemics or the impact of government regulations that might be imposed in response to such global pandemics; nonetheless, any such pandemics may have a material adverse effect on our business, financial position, results of operations and cash flows.
While we are actively pursuing several adjacent acquisition opportunities in the La Cobaltera project area and broader San Juan district and would also give consideration to other acquisition opportunities, such as the NeoRe rare earth elements project in Southern Chile, even if outside the adjacent area or the core district, we do not have concrete timetables for these plans, however, they may occur within the current calendar year or soon after.
We cannot be certain that we will be able to identify suitable acquisition or investment candidates for sale at reasonable prices or be able to close on such opportunities, if they exist.
For the years ended December 31, 2025 and December 31, 2024, approximately 23% and 11%, respectively, of our operational costs were denominated in a currency other than the U.S.
The Chilean peso has generally declined in value over the past couple of years, however, the Chilean peso has generally increased in value since the beginning of 2025, similar to the period from July 2022 to July 2023, and we currently do not hedge foreign currency risks associated with the Chilean peso due to the limited availability and high cost of suitable derivative instruments.
To date, we have not experienced any inflationary pressures that have materially impacted our operations. · Risks associated with the loss or depletion of mineral deposits.
As of March 31, 2026, we had two full-time employees and three part-time employees.
In addition, breaches of our security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary information or sensitive or confidential information about us, our employees, our vendors, or our customers, could result in litigation, violations of various data privacy regulations in some jurisdictions, and also potentially result in liability to us.
We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our common stock .
Neither our directors nor our executive officers will be required to manage the Company as their sole and exclusive function and they may have other business interests and may engage in other activities in addition to those relating to us, provided that such activities do not compete with our business or otherwise breach their agreements with us.
Natural disasters and other adverse weather and climate conditions, pandemics, public health crises, political crises, terrorist attacks, war and other political instability or other unexpected events could disrupt our operations, damage one or more of our locations, or prevent short- or long-term access to one or more of our locations.
Risks Related to Environmental Factors We, our future operations, planned facilities, prospective products and raw materials are subject to environmental, health and safety laws and regulations, and costs to comply with, and liabilities related to, these laws and regulations could adversely affect our business.
We currently do not have any production facilities in place as these are all in the future planning stages at this time and accordingly, we have not yet started the permit process in respect to such planned production facilities.
Climate-related transition risks, including evolving regulatory, market and customer requirements, could materially increase our costs, restrict our access to markets, or impair the commercial viability of our future products.
In addition to physical climate risks, we may be adversely affected by transition risks associated with the global shift toward lower-carbon technologies and more stringent climate-related regulation.
These risks include potential carbon-pricing mechanisms, mandatory emissions-reporting requirements, restrictions on the carbon intensity of mineral production, and increased expectations from customers, lenders, and supply-chain partners regarding greenhouse-gas reductions, renewable-energy use, and responsible-sourcing practices.
Our future operations may require significant capital investment to comply with such requirements, and failure to meet evolving expectations could limit our ability to sell products to key customers, access financing, or participate in certain supply chains.
These transition risks may materially and adversely affect our business, prospects, financial condition, and results of operations.
Our ability to secure and maintain adequate water rights and comply with water-use and water-quality regulations may materially affect our operations.
Mining operations require significant water resources, and we may face competition from local communities, agriculture, or other industries.
Regulatory constraints, drought conditions, or community opposition could limit our access to water.

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Gone since FY2024

These risks include, but are not limited to, the following: · We are in the early stages of our operations; · We have a history of operating losses and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2024 and 2023; · Our current cash resources will not allow us to become profitable and will only allow us to fund operations for a limited period of time; · We will need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service obligations.
We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position; · Global pandemics may adversely impact our business and financial condition; · Our growth depends upon the continued growth in demand for end-products utilizing rechargeable storage batteries, particularly electric vehicles; · Adverse conditions in the economy and volatility and disruption of financial markets can negatively impact our prospective customers, and downturns in our prospective customers’ end-markets could adversely affect our prospective sales and profitability; · Our research and development efforts may not succeed, and our competitors may develop more effective or successful products; · Cobalt and copper prices can be volatile, especially due to changes in supply; · We face competition in our business; · Our planned production development efforts are complex projects that will require significant capital expenditures and are subject to significant risks and uncertainties; · We may make future acquisitions which may be difficult to integrate, divert management and financial resources and result in unanticipated costs; · The development and adoption of new battery technologies that rely on inputs other than cobalt compounds could significantly impact our prospects and future revenues; · We have substantial international operations, and the risks of doing business in foreign countries could adversely affect our business, financial condition and results of operations; · Our planned cobalt and copper extraction and planned production operations in Chile will expose us to specific political, financial and operational risks; · Our planned operations will be subject to hazards and other disruptions, which could adversely affect our reputation and results of operations; · We may not satisfy prospective customers’ or governments’ quality standards, and we could be subject to damages based on claims brought against us or lose customers as a result of the failure of our planned products to meet certain quality standards; · Fluctuations in the price of energy and certain raw materials, and our inability to obtain raw materials and products under contract sourcing arrangements, could have an adverse effect on the margins of our planned products, our business, financial condition and our results of operations; · Our success depends upon our ability to attract and retain key employees and the identification and development of talent to succeed senior management; · Some of our employees may be unionized or could be employed subject to local laws that are less favorable to employers than the laws of the United States; · Our business and operations could suffer in the event of cybersecurity breaches or disruptions to our information technology environment; · Theft of our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations; · We have not established “proven” or “probable” reserves, as defined by the SEC under Industry Guide 7, through the completion of a feasibility study for the minerals that we intend to produce; · Our reliance on third-party contractors and consultants to conduct our exploration and development projects exposes us to risks; · A shortage of equipment and supplies and/or the time it takes such items to arrive at our projects could adversely affect our ability to operate our business; · Mining development and processing operations pose inherent risks and costs that may negatively impact our business; · Failure to adequately manage our growth may seriously harm our business; · If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork and focus that contribute crucially to our business; · Our future operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations; · The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members; · Our business and financial results may be adversely affected by various legal and regulatory proceedings; · We, our future operations, planned facilities, prospective products and raw materials are subject to environmental, health and safety laws and regulations, and costs to comply with, and liabilities related to, these laws and regulations could adversely affect our business; · Environmental regulations could require us to make significant expenditures or expose us to potential liability; · We are subject to numerous governmental permits that are difficult to obtain and we may not be able to obtain or renew all of the permits we require, or such permits may not be timely obtained or renewed; · An active trading market for our common stock may not develop and you may not be able to resell your shares at or above the price which you paid; and · The Company’s stock price may be volatile.
Risks Related to Our Business and Industry We are in the early stages of our operations.
We have a history of operating losses and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2024 and 2023.
For the fiscal years ended December 31, 2024 and 2023, we reported net losses of $882,574 and $1,292,742, respectively, and negative cash flow from operating activities of $791,706 and $929,418, respectively.
As of December 31, 2024, we had an aggregate accumulated deficit of $33,382,812.
Our management has concluded that our historical recurring losses from operations and negative cash flows from operations as well as our dependence on private equity and other financings raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2024 and 2023.
We anticipate that our expenses over the next twelve months will be approximately $1,332,000 for the full implementation of our business plan including light exploration, research and development expenses, general & administrative expenses, and working capital and general corporate purposes.
Based on our current cash on hand, we may be delayed or forced to cease operations within 12 months unless we are able to raise approximately $530,000.
On December 31, 2024, we had a cash balance of approximately $331,309, a working capital surplus of approximately $434,587, and an accumulated deficit of approximately $33,382,812.
In January 2025, we received an additional $747,443 of cash from $73,431 of subscriptions receivable and $674,012 of additional issuances of Series B Convertible Preferred Stock at $0.45 per share.
These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our company.
The sale of convertible debt securities, such as the Series B Convertible Preferred Stock sold during December 2024 to January 2025, or additional equity securities could result in additional and potentially substantial dilution to our shareholders.
For example, the transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings, travel restrictions, significant disruptions to business operations, supply chains and customer activity and demand, service cancellations, workforce reductions and other changes, significant challenges in healthcare service provision and delivery, mandated closures and quarantines, as well as considerable general concern and uncertainty, all of which have negatively affected the economic environment and may in the future have further and larger impacts.
Additionally, COVID-19 disrupted the capital markets world-wide and prices of materials, including cobalt prices.
We cannot at this time predict the duration of future global pandemics or the impact of government regulations that might be imposed in response to such global pandemics; however, such pandemics may have a material adverse effect on our business, financial position, results of operations and cash flows.
Greg Levinson is a Director on the Board of our Company and is also the Chief Executive Officer of Genlith, Inc., which previously held a majority interest in the Company, which raises potential conflicts of interest.
Levinson serves as Chief Executive Officer, President and Chairman of the Board and director of Genlith, Inc., a holding company focused on clean energy, energy materials, and battery technology.
Genlith, Inc. formerly held a majority interest in the Company prior to distributing such interest to Genlith, Inc.’s shareholders on a pro rata basis in May 2022.
As of the date of the distribution, Genlith, Inc. no longer holds equity in the Company.
This may cause potential conflicts of interests arising from Mr.
Levinson’s roles as a Director on the Board of the Company and as CEO of Genlith, Inc.
Levinson’s priorities in relation to his roles as Director on the Board of the Company and as Chairman and officer of Genlith Inc. may not always coincide, as the priorities of the Company and Genlith, Inc, may also not always coincide, and Mr.
Levinson may seek to cause Genlith, Inc. to take courses of action that are more beneficial to Genlith, Inc. than the Company, which could involve risks to the Company and our stockholders or adversely affect us or our stockholders.
As an example, there could arise a business opportunity in the future that would be beneficial to both Genlith, Inc., as well as to the Company, and Mr.
Levinson may cause either the Company or Genlith, Inc. to take action in connection with such opportunity that would be more beneficial to Genlith, Inc. than the Company, which could deprive the Company of such opportunity and would adversely affect us and our stockholders.
Levinson may face conflicts of interest in allocating his time among the Company and Genlith Inc., which could cause him to allocate less time to the Company.
Additionally, Genlith, Inc. allows the Company to share its office at no cost by verbal agreement among the two entities.
In his role as Chairman and officer of Genlith Inc., Mr.
Levinson may decide to cause Genlith Inc. to cease providing the office space to the Company, which would negatively affect the Company as the Company would have to seek out new office space.
While we are actively pursuing several adjacent acquisition opportunities in the La Cobaltera project area and broader San Juan district and would also give consideration to other acquisition opportunities, even if outside the adjacent area or the core district, we do not have specific timetables for these plans and we cannot be certain that we will be able to identify suitable acquisition or investment candidates for sale at reasonable prices.
For the years ended December 31, 2024 and December 31, 2023, approximately 11% and 13%, respectively, of our operational costs were denominated in a currency other than the U.S.
The Chilean peso has generally declined in value over the past couple of years, and we currently do not hedge foreign currency risks associated with the Chilean peso due to the limited availability and high cost of suitable derivative instruments.
To date, the Company has not experienced any inflationary pressures that have materially impacted the Company’s operations. · Risks associated with the loss or depletion of mineral deposits.
As of April 2, 2025, we had 3 full-time employees and 1 part-time employee.
In addition, breaches of our security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary information or sensitive or confidential information about the company, our employees, our vendors, or our customers, could result in litigation, violations of various data privacy regulations in some jurisdictions, and also potentially result in liability to us.
We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock .
Neither our directors nor our executive officers will be required to manage the Company as their sole and exclusive function and they may have other business interests and may engage in other activities in addition to those relating to the Company, provided that such activities do not compete with the business of the Company or otherwise breach their agreements with the Company.
Natural disasters and other adverse weather and climate conditions, COVID-19, public health crises, political crises, terrorist attacks, war and other political instability or other unexpected events could disrupt our operations, damage one or more of our locations, or prevent short- or long-term access to one or more of our locations.
Regulatory and Governmental Risks Our business and financial results may be adversely affected by various legal and regulatory proceedings.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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