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New words:
alliance, Arrow, BHP, bringing, Canyon, deliverable, enhance, favorable, Flathead, formation, framework, fully, GAMC, Golden, higher, incentive, issuer, Mammoth, mutual, mutually, percentage, plant, prefeasibility, receipt, reconciliation, redox, short, specific, Subtopic, transparency, volume, voting, weighted
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acted, added, amendment, anniversary, apply, appoint, approval, approved, approving, authorized, binding, BMO, board, bridge, build, certificate, clarify, CMH, combine, commencing, complexity, compliance, complying, connection, constituting, continuing, Conversion, County, customer, deducting, director, drill, effected, EIA, emerging, end, expiration, Federal, fee, filing, final, Generative, Hedging, hole, incurring, IPO, Jumpstart, license, limiting, LLC, longer, measuring, Nevada, nominee, occurred, owing, par, partnership, pay, placement, policy, prohibit, PSA, Range, ratio, recently, restricted, restriction, resulted, retained, retrospectively, reverse, revised, RSU, security, senior, shareholding, similar, split, standstill, team, transition, TyphoonTM, underwriting, unit, updated, vehicle
Financial report summary
?Risks
- We operate no mines, and the development of our mineral projects into mines is highly speculative in nature, may be unsuccessful, and may never result in the development of an operating mine.
- Mineral exploration activities have a high risk of failure and may never result in finding Ore Bodies sufficient to develop a producing mine.
- We have no history of mineral production and may never engage in mineral production.
- We have a history of negative operating cash flows and net losses and we may never achieve or sustain profitability.
- The mineral resource calculations made at our material mineral projects and other projects are only estimates and may not reflect the amount of minerals that may ultimately be extracted from those projects.
- Mineral resource estimates may change adversely and such changes may negatively impact the viability of developing a mineral project into a mine.
- Lack of reliability and inaccuracies of historical information could hinder our exploration plans.
- The prices of the minerals for which we are principally exploring (copper, nickel, vanadium, cobalt, platinum group elements, gold and silver) change on a daily basis, and a substantial or extended decline in the prices of these minerals could materially and adversely affect our ability to raise capital, conduct exploration activities, and develop or operate a mine.
- We do not own all of the mineral subsurface rights at the Santa Cruz and the Tintic Projects and we do not own all of the surface rights at the Tintic Project.
- Our indebtedness and grant of security interests in certain of our assets could adversely affect our business.
- Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and future development activities may not result in profitable mining operations.
- We are or will be required to obtain, maintain and renew environmental, construction and mining permits, which is often a costly and time-consuming process and ultimately may not be possible to achieve.
- We are subject to environmental and health and safety laws, regulations and permits that may subject us to material costs, liabilities and obligations.
- Land reclamation and exploration restoration requirements may be burdensome and costly.
- The development of one or more of our mineral projects into an operating mine will be subject to all of the risks associated with establishing and operating new mining operations.
- Our future capital and operating cost estimates at any of our mining projects may not be accurate.
- We may face opposition from organizations that oppose mining which may disrupt or delay our mining projects.
- Our operations involve significant risks and hazards inherent to the mining industry.
- A significant portion of any future revenue from our operations is expected to come from a small number of mines, such that any adverse developments at these mines could have a more significant or lasting impact on our results of operations than if our business was less concentrated.
- Joint ventures and other partnerships in relation to our properties may expose us to risks.
- We operate in a highly competitive industry.
- Higher metal prices in past years have encouraged increased mining exploration, development and construction activity, which has increased demand for, and cost of, exploration, development and construction services and equipment.
- The title to properties within some of our mineral projects may be uncertain or defective, which could put our investment in such mineral projects at risk.
- Failure to make mandatory payments required under earn-in, option and similar arrangements related to mineral projects may result in a loss of our opportunity and/or right to acquire an interest in such mineral projects.
- Suitable infrastructure may not be available for exploration or development of mineral properties or damage to existing infrastructure may occur.
- Our future mining operations may require access to abundant water sources which may not be available.
- An increase in prices of power and water supplies, including infrastructure, could negatively affect our future operating costs, financial condition, and ability to develop and operate a mine.
- Our success depends on developing and maintaining relationships with local communities and stakeholders.
- The impacts of climate change may adversely affect our operations and/or result in increased costs to comply with changes in regulations.
- Our subsidiary, Cordoba, is involved in lengthy litigation, which may adversely affect the value of our investment in it and its mineral projects.
- Our subsidiary Cordoba operates in a jurisdiction, Colombia, which has heightened security risks.
- Our subsidiary Kaizen operates in a jurisdiction, Peru, which has recently experienced an increase in political instability and violence.
- Illegal mining activities may negatively impact our ability to explore, develop and operate some mineral projects.
- VRB may be unable to obtain sufficient suitable feedstock for vanadium production required to produce its VRB-ESS®.
- We currently purchase certain key raw materials and components from third parties, some of which we only source from one supplier or from a limited number of suppliers.
- Substantial and increasingly intense competition may harm VRB’s business.
- Developments in alternative technology may adversely affect the demand for VRB’s battery products.
- VRB manufactures and markets vanadium-based battery systems. If a viable substitute product or chemistry to vanadium-based battery systems emerges and gains market acceptance, our business, financial condition and results of operations will be materially and adversely affected. Furthermore, our failure to keep up with rapid technological changes and evolving industry standards within the battery market may cause our products to become obsolete and less marketable, resulting in loss of market share to our competitors.
- VRB may experience significant delays in the design, production and launch of its battery projects, which could harm our business, prospects, financial condition and operating results.
- VRB batteries rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected.
- VRB may not be able to substantially increase its manufacturing output in order to fulfill orders from its customers.
- Our failure to cost-effectively manufacture our batteries in quantities which satisfy our customers’ demands and product specifications and their expectations for product quality and reliable delivery could damage our customer relationships and result in significant lost business opportunities for us.
- Any future revocation of approvals or any future failure to obtain approvals applicable to our business or any adverse changes in foreign investment policies of the PRC government may have a material adverse impact on our business, financial condition and results of operations.
- The PRC government exerts substantial influence over the manner in which we must conduct our business activities.
- PRC regulations of loans to PRC entities and direct investment in PRC entities by offshore holding companies may delay or prevent us from making loans or additional capital contributions to VRB.
- Uncertainties with respect to the PRC legal system could limit available legal protections.
- VRB may be negatively impacted by the state of PRC-United States relations.
- If we are unable to successfully obtain, maintain, protect, enforce or otherwise manage our intellectual property and proprietary rights, we may incur significant expenses and our business may be adversely affected.
- We may not be able to protect our intellectual property rights in the PRC.
- We may be exposed to infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause us to lose significant rights and to be unable to continue providing our existing product offerings.
- We will require substantial capital investment in the future and we may be unable to raise additional capital on favorable terms or at all.
- Currency fluctuations may affect our results of operation and financial condition.
- Our insurance may not provide adequate coverage in the event of a loss.
- We are dependent on the leadership of Robert Friedland, our founder and Executive Chairman, and the services of our executive management team and key employees.
- Our directors and officers may have conflicts of interest as a result of their relationships with other mining companies that are not affiliated with us.
- We may have difficulty recruiting and retaining employees.
- Any acquisitions we make may not be successful or achieve the expected benefits.
- Our information technology systems may be vulnerable to cyber-attack or other disruption, which could place our systems at risk for data loss, operational failure or compromise of confidential information.
- We may be subject to claims and legal proceedings that could materially and adversely impact our business, financial condition or results of operations.
- We are subject to the risk of labor disputes, which could adversely affect our business.
- Our activities and business could be adversely affected by the effects of health epidemics, including the COVID-19 pandemic, in regions where we conduct our business operations.
- While our equity ownership in our listed company Cordoba may be significant, we may not be able to exert control or direction over the company or its business.
- We have subsidiaries, mineral projects, investments in mineral projects or exploration activities in the United States, Canada, Australia, Colombia, Peru, Ivory Coast and Saudi Arabia where the governments extensively regulate mineral exploration and mining operations, imposing significant actual and potential costs on us.
- Our activities outside of the United States are subject to additional political, economic and other uncertainties not necessarily present for activities taking place within the United States.
- Our foreign mining projects and investments are subject to risk typically associated with operating in foreign countries.
- Uncertainty in governmental agency interpretation or court interpretation and the application of applicable laws and regulations in any jurisdictions where we operate or have investments could result in unintended non-compliance.
- Proposed changes to United States federal mining and public land law could impose, among other things, royalties and fees paid to the United States government by mining companies and royalty holders.
- We are subject to, and may become liable for any violations of anti-corruption and anti-bribery laws.
- Changes to United States and foreign tax laws could adversely affect our results of operations.
- The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock.
- If securities or industry analysts do not publish research or reports about us, or if they downgrade our common stock, the price of our common stock could decline.
- Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult.
- Our amended and restated certificate of incorporation designates specific state or federal courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us.
- We do not currently intend to pay dividends on our common stock and consequently, the ability to achieve a return on investment will depend on appreciation in the price of our common stock.
- We may incur significant additional costs and expenses, including costs and expenses associated with obligations relating to being a public company, which will require significant resources and management attention and may divert focus from our business operations, particularly after we are no longer eligible to report under smaller reporting company standards.
- This Annual Report was prepared pursuant to the standards applicable to a smaller reporting company, and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors.
- If we are unable to implement and maintain effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports.
- Non-U.S. holders may be subject to United States federal income tax on gain on the sale or other taxable disposition of shares of our common stock.
Management Discussion
- For the year ended December 31, 2023 we recorded a net loss attributable to common stockholders of $199.4 million ($1.95 per share), compared to $149.8 million ($1.91 per share) for the year ended December 31, 2022, which was an increase of $49.6 million. Significant contributors to this increase in the year ended December 31, 2023 included an increase of $21.4 million in exploration expenditures, an increase of $21.2 million in general and administrative expenses, an increase of $32.2 million in share of loss of equity method investees, a decrease of $4.5 million in revenue compared to the year ended December 31, 2022 offset by a decrease of $19.0 million in non-cash loss on revaluation of convertible debt as compared to the year ended December 31, 2022.