Public companies are required to disclose risks that can affect the business and impact the stock. These disclosures are known as “Risk Factors”. Companies disclose these risks in their yearly (Form 10-K), quarterly earnings (Form 10-Q), or “foreign private issuer” reports (Form 20-F). Risk factors show the challenges a company faces. Investors can consider the worst-case scenarios before making an investment. TipRanks’ Risk Analysis categorizes risks based on proprietary classification algorithms and machine learning.
Snow Lake Resources disclosed 52 risk factors in its most recent earnings report. Snow Lake Resources reported the most risks in the “Finance & Corporate” category.
Risk Overview Q2, 2025
Risk Distribution
40% Finance & Corporate
29% Production
21% Legal & Regulatory
6% Macro & Political
2% Tech & Innovation
2% Ability to Sell
Finance & Corporate - Financial and accounting risks. Risks related to the execution of corporate activity and strategy
This chart displays the stock's most recent risk distribution according to category. TipRanks has identified 6 major categories: Finance & corporate, legal & regulatory, macro & political, production, tech & innovation, and ability to sell.
Risk Change Over Time
S&P500 Average
Sector Average
Risks removed
Risks added
Risks changed
Snow Lake Resources Risk Factors
New Risk (0)
Risk Changed (0)
Risk Removed (0)
No changes from previous report
The chart shows the number of risks a company has disclosed. You can compare this to the sector average or S&P 500 average.
The quarters shown in the chart are according to the calendar year (January to December). Businesses set their own financial calendar, known as a fiscal year. For example, Walmart ends their financial year at the end of January to accommodate the holiday season.
Risk Highlights Q2, 2025
Main Risk Category
Finance & Corporate
With 21 Risks
Finance & Corporate
With 21 Risks
Number of Disclosed Risks
52
-1
From last report
S&P 500 Average: 31
52
-1
From last report
S&P 500 Average: 31
Recent Changes
5Risks added
6Risks removed
7Risks changed
Since Jun 2025
5Risks added
6Risks removed
7Risks changed
Since Jun 2025
Number of Risk Changed
7
No changes from last report
S&P 500 Average: 1
7
No changes from last report
S&P 500 Average: 1
See the risk highlights of Snow Lake Resources in the last period.
Risk Word Cloud
The most common phrases about risk factors from the most recent report. Larger texts indicate more widely used phrases.
Risk Factors Full Breakdown - Total Risks 52
Finance & Corporate
Total Risks: 21/52 (40%)Above Sector Average
Share Price & Shareholder Rights11 | 21.2%
Share Price & Shareholder Rights - Risk 1
Added
The adoption and implementation of our shareholder rights plan could lead to, among other adverse effects, dilution of shareholder value and negative market perception. Our shareholder rights plan could also deter acquisitions that may otherwise be beneficial to our shareholders.
On March 10, 2025, our board of directors adopted our shareholder rights plan (commonly referred to as a "Poison Pill"), or the Rights Plan, with an effective date of March 31, 2025. Our shareholders ratified the Rights Plan at our 2025 annual general and special meeting of our shareholders held on May 8, 2025. The Rights Plan could lead to significant dilution of our outstanding shares in the event of a triggering acquisition. This dilution could negatively impact the value of existing shares and reduce earnings per share for current shareholders. Any potential acquirer could face substantial dilution as well, which could make it more difficult or costly for them to acquire a controlling interest in us. Further, the existence of the Rights Plan could be perceived by the market or potential investors as a defensive tactic to entrench current management and prevent beneficial acquisitions. This perception could negatively impact the market price of our securities or affect our reputation with investors, potentially resulting in reduced investor interest or a decline in the price of our securities. In addition, the Rights Plan could deter potential acquirers or strategic partners from pursuing acquisition opportunities, joint ventures, or other forms of strategic collaboration. This could limit our ability to engage in transactions that may otherwise be in our best interest or the best interests of our shareholders. The Rights Plan also grants substantial discretion to our board of directors to determine whether to trigger the Rights Plan. While our board of directors is expected to act in our and our shareholders' best interests, there is a risk that such discretion could be perceived as self-serving, especially if our board of directors blocks a legitimate acquisition offer to protect its own position. This could lead to shareholder dissatisfaction or legal challenges.
Share Price & Shareholder Rights - Risk 2
There can be no guarantee that our interests in our mineral resource projects are free from any title defects.
We take all reasonable steps to ensure we have proper title to our projects. However, there can be no guarantee that our interests in such projects are free from any title defects, as title to mineral rights involves certain intrinsic risks due to the potential problems arising from the unclear conveyance history characteristic of many mining projects. There is also the risk that material contracts between us and relevant government authorities will be substantially modified to our detriment or be revoked. There can be no assurance that our rights and title interests will not be challenged or impugned by third parties.
Share Price & Shareholder Rights - Risk 3
We may not be able to maintain a listing of our common shares on Nasdaq.
Our common shares are listed on Nasdaq, which requires us to meet certain financial, liquidity, and minimum bid price criteria to maintain such listing. If we violate Nasdaq's listing requirements, or if we fail to meet any of Nasdaq's listing standards, our common shares may be delisted.
We have, in the past, received notifications from Nasdaq that we were not in compliance with Nasdaq's minimum bid requirements, due to the minimum bid price of our common shares having been below US$1.00 per share for 30 consecutive business days. Although we regained compliance on each such occasion, we cannot assure you that we will not, in the future, fail to comply with Nasdaq's requirements to maintain the listing of our common shares on Nasdaq, or that we will be able to regain compliance in the event of any such non-compliance. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.
A delisting of our common shares from Nasdaq may materially impair our shareholders' ability to buy and sell our common shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common shares. The delisting of our common shares could also significantly impair our ability to raise capital and the value of your investment.
Share Price & Shareholder Rights - Risk 4
The market prices for securities of mining companies, including our securities, historically have been and may continue to be volatile.
The market prices for securities of mining companies, including our securities, historically have been and may continue to be volatile. Future developments concerning us or our industry, including downward fluctuations in the price of uranium or lithium, may have a significant impact on the market price of our securities.
Share Price & Shareholder Rights - Risk 5
There may not be an active liquid market for our common shares and there is no guarantee that an active trading market for our common shares will be maintained.
Prior to the listing of our common shares on Nasdaq in November 2021, there was no public market for our common shares. There may not be an active liquid market for our common shares. There is no guarantee that an active trading market for our common shares will be maintained. Investors may not be able to sell their common shares quickly or at the latest market price if trading in the common shares is not active. The lack of an active trading market may result in a decline of the prices at which our securities trade, meaning that you may experience a decrease in the value of your common shares regardless of our operating performance or prospects.
Share Price & Shareholder Rights - Risk 6
The market price of our common shares may fluctuate, and you could lose all or part of your investment.
The trading price of our common shares has been, and may continue to be, subject to wide price fluctuations in response to various factors, many of which are beyond our control, including those described in this "Risk Factors" section. In addition, the financial markets can experience significant price and value fluctuations that can affect the market prices of securities of companies in ways that are unrelated to the operating performance of such companies. Broad market fluctuations, as well as economic conditions generally, may adversely affect the market price of our securities.
Factors that may cause our securities to fluctuate include, without limitation:
- actual or anticipated variations in our operating results;- increases in market interest rates that lead investors of our securities to demand a higher investment return;- changes in earnings estimates;- changes in market valuations of similar companies;- changes in the supply, demand, and prices, of uranium and other critical minerals;- actions or announcements by our competitors;- adverse market reaction to any increased indebtedness we may incur in the future;- additions or departures of key personnel;- actions by shareholders;- announcements by governments, or general market confidence;- results of our exploration or development efforts;- general economic, industry and market conditions;- sales or other issuances of securities by us or the expectation that such sales or other issuances will occur;- our ability to maintain the listing of our common shares on Nasdaq;- speculation about us or our business in the media, online forums, or investment community; and - other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
Volatility in the market prices of our securities may prevent investors from being able to sell their securities at or above their purchase price. As a result, you may suffer a loss on your investment.
In addition, in the past, securities class action litigation has often been instituted against companies following periods of volatility in their share price. This type of litigation, if instituted against us, could result in substantial costs to us and divert our management's attention and resources, which could seriously harm our business, financial condition, results of operations and prospects.
Share Price & Shareholder Rights - Risk 7
If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common shares could be negatively affected.
Any trading market for our common shares may be influenced in part by any research reports that securities industry analysts publish about us. We may not obtain further research coverage by securities industry analysts. If no further securities industry analysts commence coverage of us, the market price and market trading volume of our common shares could be negatively affected. In the event we are covered by more analysts, and one or more of such analysts downgrade our shares, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our common shares could be negatively affected.
Share Price & Shareholder Rights - Risk 8
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
- the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;- the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;- the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and - the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a semi-annual basis as press releases, distributed pursuant to the rules and regulations of Nasdaq press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
Share Price & Shareholder Rights - Risk 9
We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our shareholders could receive less information than they might expect to receive from more mature public companies.
We are an "emerging growth company" as defined in the Securities Act, as modified by the JOBS Act. As such, we are eligible to take, have taken, and intend to take, advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering; (iii) the date on which we have, during the preceding three year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act, which could occur if the market value of our common shares that are held by non-affiliates is US$700 million or more as of the last business day of our most recently completed second fiscal quarter.
Because we are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our securities less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our common shares.
Share Price & Shareholder Rights - Risk 10
As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.
We are exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance practices of our home country in lieu of certain corporate governance requirements of Nasdaq. Certain corporate governance practices in Canada, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. For instance, we are not required to:
- have a compensation committee and a nominating/corporate governance committee to be comprised solely of "independent directors;" or - hold an annual meeting of shareholders no later than one year after the end of its fiscal year.
We currently follow our home country practice that (i) does not require us to seek shareholder approval for amending our share incentive plans; (ii) does not require us to hold an annual meeting of shareholders no later than one year after the end of our fiscal year; (iii) does not require us to have a nominating/corporate governance committee composed entirely of independent directors; and (iv) does not require us to have a compensation committee composed entirely of independent directors. Consequently, we are exempt from independent director requirements of Rule 5605(d) and Rule 5605(e) of Nasdaq's listing standards, except for the requirements under subsection (b)(2) thereof pertaining to executive sessions of independent directors. Accordingly, our investors may not be provided with the benefits of certain corporate governance requirements of Nasdaq.
Share Price & Shareholder Rights - Risk 11
Future issuances of our common shares or securities convertible into, or exercisable or exchangeable for, our common shares, or the expiration of lock-up agreements that restrict the issuance of new common shares or the trading of outstanding common shares, could cause the market price of our common shares to decline and would result in the dilution of your holdings.
Future issuances of our common shares or securities convertible into, or exercisable or exchangeable for, our common shares, or the expiration of lock-up agreements that restrict the issuance of new common shares or the trading of outstanding common shares, could cause the market price of our common shares to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our common shares. In all events, future issuances of our common shares would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our common shares. In addition to any adverse effects that may arise upon the expiration of any such lock-up agreements, it is likely that the lock-up provisions in such agreements will include a provision that the lock-up terms may be waived, at any time and without notice. If the restrictions under the lock-up agreements are waived, our common shares may become available for resale, subject to applicable law, including without notice, which could reduce the market price for our common shares. As of the date of this Annual Report, there are no existing lock up agreements with respect to our common shares.
Accounting & Financial Operations4 | 7.7%
Accounting & Financial Operations - Risk 1
Because we have no current plans to pay cash dividends on our common shares, you may not receive any return on investment unless you sell your common shares for a price greater than that which you paid for it.
We have never declared or paid cash dividends on our common shares. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends on our common shares in the near future. We may also enter into credit agreements or other borrowing arrangements in the future that may restrict our ability to declare or pay cash dividends on our common shares. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our board of directors may deem relevant. Further, under the terms of The Corporations Act (Manitoba), or the MCA, we are prohibited from declaring or paying a dividend if our board of directors has reasonable grounds for believing that we are, or would after the payment be, unable to pay our liabilities as they become due, or the realizable value of our assets would thereby be less than the aggregate of our liabilities and stated capital. We may not pay any dividends on our common shares in the foreseeable future. As a result, capital appreciation, if any, of our common shares will be the sole source of gain for investors in our common shares for the foreseeable future.
Accounting & Financial Operations - Risk 2
Our financial statements have been prepared on a going concern basis and our financial status creates a doubt whether we will continue as a going concern.
Our financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of operations. Our future operations are dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that we will be successful in completing an equity or debt financing or in achieving or maintaining profitability. Our financial statements included in this Annual Report do not give effect to any adjustments relating to the carrying values of assets and liabilities and reported revenues and expenses, and classifications of statements of financial position that would be necessary if we were unable to realize our assets and settle our liabilities as a going concern in the normal course of operations.
Accounting & Financial Operations - Risk 3
Changed
We have a limited operating history and have not yet generated any revenue.
We were formed in May 2018 and we have not yet begun commercial production. Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. To date, we have not generated any revenue. We have incurred significant losses since our inception. For the years ended June 30, 2025 and 2024, we incurred net losses of C$16.0 million (approximately US$11.7 million) and C$6.9 million (approximately US$5.0 million, based on the daily average exchange rate on June 28, 2024), respectively. As of June 30, 2025, we had an accumulated deficit of C$42.5 million (approximately US$31.2 million). We expect to continue to incur significant expenses and operating losses for the foreseeable future as we continue to conduct exploration and development activities on our mineral resource projects.
All of our current projects are at the exploration stage, and are subject to the substantial risks and uncertainties discussed in this "Risk Factors" section and elsewhere in this Annual Report. There is no guarantee that any exploration efforts with respect to such projects will result in commercial production or that we will ever become profitable. Our failure to achieve or sustain profitability could negatively impact the value of our securities and have a material adverse effect on our prospects.
Accounting & Financial Operations - Risk 4
Changed
We currently report our financial results under IFRS, which differs in certain significant respects from United States generally accepted accounting principles.
We report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and United States generally accepted accounting principles, or U.S. GAAP, including differences related to revenue recognition, intangible assets, share-based compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.
Debt & Financing2 | 3.8%
Debt & Financing - Risk 1
If we do not obtain additional financing, our business may be at risk or execution of our business plan may be delayed.
We have limited assets upon which to continue operations. As of June 30, 2025, we had cash of C$17.8 million (approximately US$13.0 million). Additional funding will be needed to implement our business plans that includes various expenses such as continuing our exploration and development programs, legal, general and administrative, marketing, employee salaries and other related expenses. Obtaining additional funding will be subject to various factors, including general market conditions, investor acceptance of our business plans and ongoing results from our exploration efforts. These financings, if obtained, could result in substantial dilution to the holders of our common shares, or require contractual or other restrictions on our operations or on alternatives that may be available to us. If we raise additional funds by issuing debt securities, these debt securities could impose significant restrictions on our operations. Any such required financing may not be available in amounts or on terms acceptable to us, and the failure to procure such required financing could have a material and adverse effect on our business, financial condition and results of operations, or threaten our ability to continue as a going concern.
If we are unable to raise adequate funds, we may have to delay, reduce the scope of or eliminate some or all of our planned exploration and development programs. If we do not have, or are not able to obtain, sufficient funds, we may be required to delay further exploration or development. We also may have to reduce the resources devoted to exploration and development efforts or cease operations. Any of these factors could harm our business.
Debt & Financing - Risk 2
Future issuances of debt securities, which would rank senior to our common shares upon our bankruptcy or liquidation, and future issuances of preferred shares, which could rank senior to our common shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common shares.
In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common shares. Moreover, if we issue preferred shares, the holders of such preferred shares could be entitled to preferences over holders of common shares in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred shares in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common shares must bear the risk that any future offerings we conduct or borrowings we make which may adversely affect the level of return, if any, they may be able to achieve from an investment in our common shares.
Corporate Activity and Growth4 | 7.7%
Corporate Activity and Growth - Risk 1
We may pursue opportunities to acquire complementary businesses, which could dilute our shareholders' ownership interests, incur expenditure and have uncertain returns.
We may seek to expand through future acquisitions of either companies or properties, however, there can be no assurance that we will locate attractive acquisition candidates, or that we will be able to acquire such candidates on economically acceptable terms, if at all, or that we will not be restricted from completing acquisitions pursuant to contractual arrangements. Future acquisitions may require us to expend significant amounts of cash, resulting in our inability to use these funds for other business or may involve significant issuances of equity. Future acquisitions may also require substantial management time commitments, and the negotiation of potential acquisitions and the integration of acquired operations could disrupt our business by diverting management and employees' attention away from day-to-day operations. The difficulties of integration may be increased by the necessity of coordinating geographically diverse organizations, integrating personnel with disparate backgrounds and combining different corporate cultures.
Any future acquisition involves potential risks, including, among other things: (i) mistaken assumptions and incorrect expectations about mineral properties, mineral resources and costs; (ii) an inability to successfully integrate any operation our company acquires; (iii) an inability to recruit, hire, train or retain qualified personnel to manage and operate the operations acquired; (iv) the assumption of unknown liabilities; (v) limitations on rights to indemnity from the seller; (vi) mistaken assumptions about the overall cost of equity or debt; (vii) unforeseen difficulties operating acquired projects, which may be in geographic areas new to us; and (viii) the loss of key employees and/or key relationships at the acquired project.
At times, future acquisition candidates may have liabilities or adverse operating issues that we may fail to discover through due diligence prior to the acquisition. If we consummate any future acquisitions with unanticipated liabilities or that fail to meet expectations, our business, results of operations, cash flows or financial condition may be materially adversely affected. The potential impairment or complete write-off of goodwill and other intangible assets related to any such acquisition may reduce our overall earnings and could negatively affect our balance sheet.
Corporate Activity and Growth - Risk 2
Changed
The obligations associated with being a public company require significant resources and management attention, and we incur significant costs as a result of being a public company. These costs are expected to increase further once we cease to qualify as an emerging growth company.
As a public company, we face increased legal, accounting, administrative and other costs and expenses that we did not incur as a private company. We are subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, which requires that we file annual and other reports with respect to our business and financial condition, as well as the rules and regulations implemented by the U.S. Securities and Exchange Commission, or SEC, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Public Company Accounting Oversight Board, or PCAOB, and the continued listing requirements of Nasdaq, each of which imposes additional reporting and other obligations on public companies. As a public company, we are required to, among other things:
- prepare and file annual and other reports in compliance with U.S. federal securities laws;- expand the roles and duties of our board of directors and committees thereof and management;- hire additional financial and accounting personnel and other experienced accounting and finance staff with the expertise to address complex accounting matters applicable to public companies;- institute more comprehensive financial reporting and disclosure compliance procedures;- involve and retain, outside counsel and accountants to assist us with the activities listed above;- build and maintain an investor relations function;- establish new internal policies, including those relating to trading in our securities and disclosure controls and procedures;- comply with the listing and maintenance requirements of Nasdaq; and - comply with the Sarbanes-Oxley Act.
We expect these rules and regulations, and any future changes in laws, regulations and standards relating to corporate governance and public disclosure, which have created uncertainty for public companies, to require us to continue to incur legal and financial compliance costs and make some activities more time consuming and costly than for private companies. These laws, regulations and standards are subject to varying interpretations, in many cases, due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our investment in compliance with existing and evolving regulatory requirements has resulted, and will continue to result, in increased administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities, which could continue to have a material adverse effect on our business, financial condition and results of operations.
We currently qualify as an "emerging growth company" as defined in the U.S. Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are therefore permitted to take advantage of certain reduced reporting requirements and other exemptions from obligations applicable to larger public companies. When we cease to qualify as an emerging growth company, we will become subject to additional reporting and compliance requirements that will increase our costs and the demands on our resources. The additional obligations of being a fully reporting public company may require us to hire additional personnel, engage additional outside advisors, and devote greater management attention to compliance, all of which could increase our operating expenses and adversely affect our business, financial condition and results of operations.
We also currently qualify as a "foreign private issuer" under SEC rules, which allows us to file our annual reports on Form 20-F, to follow certain of our home country's corporate governance practices in lieu of certain U.S. requirements, and to benefit from reduced reporting obligations compared to U.S. domestic issuers. If we were to lose our status as a foreign private issuer, we would be required to comply with the more extensive periodic reporting requirements applicable to U.S. domestic issuers, including the obligation to file quarterly reports on Form 10-Q and current reports on Form 8-K, to prepare financial statements in accordance with U.S. GAAP rather than IFRS as issued by the IASB, and to comply fully with the proxy solicitation rules and certain executive compensation disclosure requirements of the SEC. The loss of foreign private issuer status would significantly increase our regulatory and compliance costs and the demands placed on our management and administrative resources, which could have a material adverse effect on our business, financial condition and results of operations.
Furthermore, pursuing these opportunities may divert management's attention and resources from our core business activities, expose us to unforeseen liabilities, or result in conflicts of interest.
Corporate Activity and Growth - Risk 3
Added
We may not be able to achieve the expected benefits of recent acquisitions and investments and our assessment and estimates of the projects involved in such acquisitions and investments may prove to be incorrect.
We may not be able to achieve the expected benefits of our recent acquisitions and investments, and there can be no assurance that any of such acquisitions and investments will be beneficial to us. Our assessment and estimates of the properties involved in such acquisitions and investments have been limited and may prove to be incorrect. Our assessment may not have revealed all existing or potential problems. We have assumed risks that some or all of such properties may not perform in accordance with our expectations, and we may be left with no recourse for liabilities and other problems associated with some or all of such properties.
The market price of our securities may decline as a result of such acquisitions and investments if, among other things, some or all of the properties involved are not successfully developed or if the liabilities, expenses, defects, or transaction costs related to some or all of such properties are greater than expected. The market price of our securities may also decline if we do not achieve the perceived benefits of some or all of such acquisitions and investments as rapidly or to the extent anticipated by us or by securities market participants or if the effect of some or all of such acquisitions and investments on our business, results of operations or financial condition or prospects is not consistent with our expectations or those of securities market participants.
Corporate Activity and Growth - Risk 4
Added
We may acquire other businesses or form joint ventures or make investments in other companies that could negatively affect our operating results, dilute our shareholders' ownership, increase our debt or cause us to incur significant expense.
We may, in the future, pursue acquisitions of businesses and assets. We also may pursue joint ventures or investments. We have little experience forming joint ventures and limited experience investing in or acquiring other companies. We may not be able to find suitable joint ventures, investment or acquisition candidates, and we may not be able to complete such transactions on favorable terms, if at all. If we make any acquisitions, we may not be able to integrate the acquired company successfully into our existing business, and we could assume unknown or contingent liabilities, including regulatory violations. Any future acquisitions or investments also could result in the incurrence of debt, contingent liabilities or future write-offs of intangible assets or goodwill, any of which could have a material adverse effect on our financial condition, results of operations and cash flows. Integration of an acquired company also may disrupt ongoing operations and require management resources that we would otherwise focus on developing our existing business. We may experience losses related to investments in other companies, which could have a material negative effect on our results of operations and financial condition. We may not realize the anticipated benefits of any acquisition, technology license, collaboration or joint venture.
To finance any acquisitions or joint ventures, we may choose to issue our common shares, and/or securities convertible into or exercisable for our common shares, as consideration, which would dilute the ownership of our shareholders. Additional funds may not be available on terms that are favorable to us, or at all.
Production
Total Risks: 15/52 (29%)Above Sector Average
Manufacturing7 | 13.5%
Manufacturing - Risk 1
Changed
All of our current mineral projects are now in the exploration stage and there can be no assurance that any exploration efforts will result in commercial development of mineral ore or deposits.
All of our current mineral projects are at the exploration stage and there is no guarantee that any exploration efforts will result in commercial production of mineral ore or deposits.
The exploration for mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish proven mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that any planned exploration programs or any future development programs will result in a profitable commercial mining operation. There is no assurance that our mineral exploration activities will result in any discoveries of commercial quantities of ore or deposits. There is also no assurance that, even if commercial quantities of ore or deposits are discovered, a mineral property will be brought into commercial production. Whether a mineral deposit will be commercially viable depends on a number of factors, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted. Our long-term profitability will be, in part, directly related to the cost and success of our exploration programs and any subsequent development programs.
Manufacturing - Risk 2
Changed
We have no history of uranium extraction and sales. Our ability to generate revenue is subject to a number of factors, any one of which may adversely affect our financial condition and operating results.
We have no history of uranium extraction and generating revenue. If we are unable to directly develop existing uranium projects, such as the Pine Ridge Uranium Project (as defined herein), into uranium mines from which we can commence uranium extraction, it will negatively impact our ability to generate revenues. Any one or more of these occurrences may adversely affect our financial condition and operating results.
Manufacturing - Risk 3
Major nuclear incidents may have adverse effects on the nuclear and uranium industries.
A nuclear incident occurred in Japan in March 2011 which had significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur, it may have further adverse effects for both industries. Public opinion of nuclear power as a source of electricity generation may be adversely affected, which may cause governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion. Any one of these occurrences has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market prices for uranium, adversely affecting our operations and prospects. Furthermore, the growth of the nuclear and uranium industries is dependent on continuing and growing public support of nuclear power as a viable source of electricity generation.
Manufacturing - Risk 4
We have no history of mineral production.
We are an exploration stage company and we have no history of mining mineral products. As such, any future revenues and profits are uncertain. There can be no assurance that any of our projects will be successfully placed into production, produce minerals in commercial quantities or otherwise generate operating earnings. Advancing projects from the exploration stage into development and commercial production requires significant capital and time and will be subject to further technical studies, permitting requirements and construction of mines, processing plants, roads and related works and infrastructure. We will continue to incur losses until mining-related operations successfully reach commercial production levels and generate sufficient revenue to fund continuing operations. There is no certainty that we will generate revenue from any source, operate profitably or provide a return on investment in the future.
Manufacturing - Risk 5
We may not achieve exploration success on our mineral resource projects.
Exploration for mineral resources is highly speculative, and few properties that are explored are ultimately developed into producing mines. Our mineral resource projects are subject to all of the risks and uncertainties inherent in mineral resource exploration and development activities, including, without limitation: commodity price fluctuations, general economic, market and business conditions; regulatory processes and actions; failure to obtain necessary permits and approvals; technical challenges; new legislation; ability to raise further capital; competitive and general economic factors and conditions; uncertainties resulting from potential delays or changes in plans; occurrence of unexpected events; and, management's capacity to execute and implement its future plans. There can be no assurance that we will be successful in overcoming these risks, and we may not achieve exploration success on any of our projects.
Further, even if commercial quantities of ore are discovered with respect to any of our projects, we cannot assure you that it will be developed and brought into commercial production, whether as expected or at all. The commercial viability of a mineral deposit once discovered is dependent upon a number of factors, most of which are beyond our control and may result in us not receiving adequate return on investment capital. Our ability to achieve exploration success with any of our projects, or ones we may acquire in the future, is also dependent upon the services of appropriately experienced personnel and/or third-party contractors who can provide such expertise. There can be no assurance that we will have available to us the necessary expertise when and if we bring any of our mineral resource projects into production.
Manufacturing - Risk 6
Our mining operations are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies.
Our exploration and development programs are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies. If we are unable to obtain the requisite critical supplies in time and at commercially acceptable prices or if there are significant disruptions in the supply of electricity, water or other inputs to the mine site, our business performance and results of operations may experience material adverse effects.
Manufacturing - Risk 7
Mineral exploration and development are subject to extraordinary operating risks. We currently do not insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which could have an adverse impact on us.
Exploration, development and mining operations generally involve a degree of risk. Our operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of uranium and other critical minerals, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, personal injury or loss of life and damage to property and environmental damage, all of which may result in legal liability. Although we expect that adequate precautions to minimize risks will be taken, mining operations are subject to hazards such as fire, rock falls, geo-mechanical issues, equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. The occurrence of any of these events could result in a prolonged interruption of our operations that would have a material adverse effect on our business, financial condition, results of operations and prospects.
The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of a mineral deposit may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral resources and reserves, to develop metallurgical processes and to construct mining and processing facilities and infrastructure at a particular site. It is impossible to ensure that exploration or development programs will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices that are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital. There is no certainty that the expenditures made towards the search and evaluation of mineral deposits will result in the discovery of mineral resources or the development of commercial quantities of mineral reserves.
Our exploration projects have no operating history upon which to base estimates of future capital and operating costs. Estimates of capital and operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques, and feasibility studies, which derive estimates of capital and operating costs based upon anticipated tonnage and grades to be mined and processed, ground conditions, the configuration of the deposit, expected recovery rates of minerals from ore, estimated operating costs, and other factors. As a result, actual production, cash operating costs and economic returns could differ significantly from those estimated.
Employment / Personnel2 | 3.8%
Employment / Personnel - Risk 1
We may experience an inability to attract or retain qualified personnel.
Our success depends to a large degree upon our ability to attract, retain and train key management personnel, as well as other technical personnel. If we are not successful in retaining or attracting such personnel, our business may be adversely affected. Furthermore, the loss of key management personnel could materially and adversely affect our business and operations.
As our business becomes more established, we will also be required to recruit additional qualified key financial, administrative, operations and marketing personnel. Competition for such personnel is intense, and there is no guarantee that we will be able to attract and keep such qualified personnel. Failure to recruit and/or retain such qualified personnel, could have a material and adverse effect on our business and results from operations.
Employment / Personnel - Risk 2
Our executive officers are engaged in other business activities and, accordingly, may not devote sufficient time to our business affairs, which may affect our ability to conduct operations.
Our Chief Executive Officer is an employee and devotes substantially all of his time to our business. Some of our other executive officers are engaged as consultants under independent contractor agreements rather than as employees and, as such, they have been and are involved in other business activities and have consulting clients in addition to working for us. Although we expect that as our business operations ramp up such executive officers will devote substantially all of their time to our business, as a result of the other business endeavors that they are currently engaged in, such executive officers may not be able to devote sufficient time to our business affairs, which may negatively affect our ability to conduct our ongoing operations. In addition, management of our company may be periodically interrupted or delayed as a result of these officers' other business interests.
Costs6 | 11.5%
Costs - Risk 1
Land reclamation requirements may be burdensome.
Land reclamation requirements are generally imposed on companies with mining operations or mineral exploration companies in order to minimize long term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents or reasonably re-establish pre-disturbance landforms and vegetation. In order to carry out reclamation obligations imposed on us in connection with exploration, potential development and production activities, we must allocate financial resources that might otherwise be spent on exploration and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.
Costs - Risk 2
We may not meet cost estimates.
A change in the timing of any projected cash flows due to capital funding or, once in production, production shortfalls or labor disruptions would result in delays in receipt of such cash flows and in using such cash to fund operating activities and, as applicable, reduce debt levels. This could result in additional loans to finance capital expenditures in the future.
The level of capital and operating cost estimates which are used for determining and obtaining financing and other purposes are based on certain assumptions and are fundamentally subject to considerable uncertainties. It is very likely that actual results for our projects will differ from our current projections, estimates and assumptions, and these differences may be significant. Moreover, experience from actual mining may identify new or unexpected conditions that could decrease operational activities, and/or increase capital and/or operating costs above, the current estimates.
If actual results are less favorable than we currently estimate, our business, results from operations, financial condition and liquidity could be materially adversely affected.
Costs - Risk 3
Fluctuations in the price of uranium and alternate sources of energy could have an adverse effect on our uranium projects and our securities.
The price of our securities will be sensitive to fluctuations in the price of uranium. Historically, fluctuations in the price of uranium have been, and are expected to continue to be, affected by numerous factors which are beyond our control. Such factors include, without limitation, demand for nuclear power, political and economic conditions in uranium producing and consuming countries, public and political response to a nuclear accident, improvements in nuclear reactor efficiencies, reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails, sales of excess inventories by governments and industry participants, and production levels and production costs in key uranium producing countries.
In addition, nuclear energy competes with other sources of energy like oil, natural gas, coal and hydroelectricity. These sources are somewhat interchangeable with nuclear energy, particularly over the longer term. If lower prices of oil, natural gas, coal and hydroelectricity are sustained over time, it may result in lower demand for uranium and uranium conversion services, which, among other things, could lead to lower uranium prices. Growth of the uranium and nuclear power industry will also depend on continuing and growing public support for nuclear technology to generate electricity. Unique political, technological and environmental factors affect the nuclear industry, exposing it to the risk of public opinion, which could have a negative effect on the demand for nuclear power and increase the regulation of the nuclear power industry. An accident at a nuclear reactor anywhere in the world could affect acceptance of nuclear energy and the future prospects for nuclear generation.
All of the above factors could have a material and adverse effect on our ability to obtain the required financing in the future or to obtain such financing on terms acceptable to us, resulting in material and adverse effects on our exploration programs, our uranium projects and our financial condition.
Costs - Risk 4
The price of alternative energy sources affects the demand for and price of uranium.
The attractiveness of uranium as an alternative fuel to generate electricity may be dependent on the relative prices of oil, gas, wind, solar, coal and hydro-electricity and the possibility of developing other low-cost sources of energy. If the prices of alternative energy sources decrease or new low-cost alternative energy sources are developed, the demand for uranium could decrease, which may result in a decrease in the price of uranium.
Costs - Risk 5
Changed
Mineral resources or reserves may be significantly lower than expected.
We are in the exploration stage and our planned principal operations have not commenced. There is currently no commercial production on any of our projects. In the course of our exploration efforts, we may, in the future, provide estimates of mineral resources and reserves. Estimates of mineral resources and reserves are inherently uncertain and are based on limited sampling, geological interpretations, and a number of assumptions relating to geological, technical, and economic parameters. As a result, actual mineralization or grades encountered, and the economic viability of mining a deposit, may differ materially from any estimates. There can be no assurance that any mineral resource or reserve estimates we disclose will be accurate or that any tonnages, grades or recoveries we anticipate will be realized.
In addition, fluctuations in commodity prices, changes in cut-off grades, recovery rates, operating costs, or metallurgical and mining factors may render certain mineral resources or reserves uneconomic. As further drilling or analysis is conducted, or as market conditions change, resource and reserve estimates may require revision. Such revisions could result in lower estimates of mineral resources or reserves, which may materially affect the economic feasibility of the applicable project and could lead to asset write-downs or the cessation of operations.
Any subsequent material reduction in any estimated mineral resources or reserves we provide could adversely affect our business, financial condition, and results of operations and could result in decreased investor confidence in our disclosures and valuation.
Costs - Risk 6
Added
Volatility in prices and demand may require us to abandon, reduce or delay certain projects.
Previously, our sole material property was our Snow Lake Lithium™ Project , a lithium project. Due to depression in the lithium market and weak demand for lithium, we pivoted away from such project. We cannot assure you that similar or other circumstances will not force us to abandon, reduce or delay any of our current or future projects. Our business is significantly affected by fluctuations in the prices and demand for the minerals we intend to produce. Mineral prices are influenced by numerous factors beyond our control, including global economic conditions (including market expectations for inflation and interest rates), the pace of nuclear energy deployment, geopolitical events, technological developments, government policies on energy transition and resource security, global supply and demand dynamics, currency exchange rate fluctuations, and actions taken by major producing or consuming nations.
Sustained periods of low prices or weakened demand may result in lower returns on investment, and the deferral or cancellation of capital expenditures and exploration activities. Even temporary price volatility can disrupt project planning and financing activities, leading us to reassess or delay exploration, development, or expansion initiatives. In some circumstances, we may determine that certain projects are no longer economically viable and may be required to write down related assets or abandon the projects entirely.
Conversely, prolonged periods of high prices can also create challenges, including cost inflation, supply constraints for key inputs, and increased competition for labor and equipment, which may adversely affect project schedules. Any material delays, cancellations, or reductions in our projects due to price or demand volatility could have a material adverse effect on our business, financial condition and results of operations.
Government policy developments and regulatory changes can further exacerbate price and demand volatility. For example changes in nuclear energy policies, uranium trade restrictions, critical mineral classification frameworks, export controls, and environmental permitting regimes in key markets could materially affect global supply and demand dynamics. Shifts in such policies may delay the development of projects, restrict access to end markets, or alter incentives for investment in critical supply chains. Any such regulatory or policy changes could adversely impact the economic viability of our current or future projects, and our ability to advance our business strategy.
As a non-revenue generating company, we are dependent upon the capital markets to raise financing to fund our exploration activities. Depression in the market for any of the minerals we focus on could suppress investor interest in our projects related to such minerals, thereby limiting our ability to raise financing to explore such projects.
Legal & Regulatory
Total Risks: 11/52 (21%)Above Sector Average
Regulation4 | 7.7%
Regulation - Risk 1
Changed
Failure to comply with federal, provincial, state and/or local laws and regulations could adversely affect our business.
Our mining operations are subject to various laws and regulations governing exploration, development, production, taxes, labor standards and occupational health, mine safety, protection of endangered and protected species, toxic substances and explosives use, reclamation, exports, price controls, waste disposal and use, water use, forestry, land claims of local people, and other matters. This includes periodic review and inspection of our projects that may be conducted by applicable regulatory authorities.
Although the exploration activities on our current projects have been and, we expect, will continue to be carried out in accordance with all applicable laws and regulations, there is no guarantee that new laws and regulations will not be enacted or that existing laws and regulations will not be applied in a way which could limit or curtail exploration or in the future, production. New laws and regulations or amendments to current laws and regulations governing the operations and activities of mining or more stringent implementation of existing laws and regulations could have a material adverse effect on us and cause increases in capital expenditures costs, or reduction in levels of exploration, development and/or production.
Failure to comply with applicable laws and regulations, even if inadvertent, may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. We may also be required to reimburse any parties affected by loss or damage caused by our mining activities and may have civil or criminal fines and/or penalties imposed against us for infringement of applicable laws or regulations.
Regulation - Risk 2
We may not be able to obtain or renew licenses or permits that are necessary to our operations.
In the ordinary course of business, we will be required to obtain and renew governmental licenses or permits for exploration, development, construction and commencement of mining at our projects. Obtaining or renewing the necessary governmental licenses or permits is a complex and time-consuming process involving public hearings and costly undertakings. The duration and success of our efforts to obtain and renew licenses or permits are contingent upon many variables not within our control, including the interpretation of applicable requirements implemented by the licensing and/or permitting authorities. We may not be able to obtain or renew licenses or permits that are necessary to our operations, including, without limitation, an exploitation or mining license, or the cost to obtain or renew a license or permit may exceed what we believe we can recover from a specific project. Any unexpected delays or costs associated with the licensing or permitting process could delay the development or impede the operation of a mine, which could adversely impact our operations and profitability.
Regulation - Risk 3
The uranium industry is subject to influential political and regulatory factors which could have a material adverse effect on our business and financial condition.
The international uranium industry, including the supply of uranium, is relatively small, competitive and heavily regulated. Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. In addition, the international marketing and trade of uranium is subject to political changes in governmental policies, regulatory requirements and international trade restrictions (including trade agreements, customs, duties and/or taxes and political sanctions). International agreements, governmental policies and trade restrictions are beyond our control. Changes in regulatory requirements, customs, duties or taxes may affect the availability of uranium, which could have a material adverse effect on our business and financial condition.
Regulation - Risk 4
The uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.
Uranium exploration and pre-extraction programs and mining activities are subject to numerous stringent laws, regulations and standards at the international, federal, provincial, state and local levels governing permitting, pre-extraction, extraction, exports, taxes, labor standards, occupational health, waste disposal, protection and reclamation of the environment, protection of endangered and protected species, mine safety, hazardous substances and other matters. Our compliance with these requirements requires significant financial and personnel resources.
The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the jurisdictions in which we operate, may change or be applied or interpreted in a manner which may also have a material adverse effect on our operations. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency or special interest group may also have a material adverse effect on our operations.
Uranium exploration, development, pre-extraction programs and mining activities are also subject to stringent environmental protection laws and regulations at the international, federal, provincial, state and local levels. These laws and regulations include permitting and reclamation requirements, and regulate emissions, water storage and discharges and disposal of hazardous wastes. Uranium mining activities are also subject to laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods. Various permits from governmental and regulatory bodies are required for mining to commence or continue, and no assurance can be provided that required permits will be received at all or in a timely manner.
Furthermore, the aforementioned laws and regulations may become more stringent in the future, and compliance with such changes may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations. Regulatory and environmental standards may also change over time to address global climate change, which could further increase these costs.
If we become subject to liability for any violations, we may not be able or may elect not to insure against such risk due to high insurance premiums or other reasons. Where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. However, we cannot provide any assurance that such insurance will continue to be available at reasonable premiums or that such insurance will be adequate to cover any resulting liability.
Litigation & Legal Liabilities4 | 7.7%
Litigation & Legal Liabilities - Risk 1
Legal proceedings may arise from time to time in the course of our business.
Legal proceedings may arise from time to time in the course of our business. Such litigation may be brought from time to time in the future against us. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Other than as disclosed in this Annual Report, we are not currently subject to material litigation, nor have we received an indication that any material claims are forthcoming. However, due to the inherent uncertainty of the litigation process, we could become involved in material legal claims or other proceedings with other parties in the future. The results of litigation or any other proceedings cannot be predicted with certainty. The cost of defending such claims may take away from management's time and effort and if we are incapable of resolving such disputes favorably, the resultant litigation could have a material adverse impact on our financial condition, cash flow and results from operation.
Litigation & Legal Liabilities - Risk 2
Adverse outcomes in litigation matters that arise in the future, could negatively affect our business, results of operations, financial condition and cash flows.
The outcome of litigation and other legal proceedings that we may be involved in the future, is difficult to assess or quantify. Defense and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the litigation process could take away from the time and effort of our management and could force us to pay substantial legal fees. Any conclusion of these matters in a manner adverse to us could have a material adverse effect on our business, results of operation, financial condition and cash flows. For example, we may be required to pay substantial damages, incur payments of fines and penalties, suffer a significant adverse impact on our reputation, and management's attention and resources may be diverted from other priorities, including the execution of business plans and strategies that are important to our ability to grow our business, any of which could have a material adverse effect on our business. If we do not have sufficient funds to settle or pay any damages and costs with respect to any lawsuits, this would have a material adverse effect on our business, financial condition and results of operation.
Litigation & Legal Liabilities - Risk 3
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our management named in the report based on foreign laws.
We are incorporated in the Province of Manitoba, Canada, under the MCA. We conduct some of our operations outside the United States and some of our assets are located outside the United States. In addition, a majority of our directors and executive officers and the experts named in this Annual Report reside outside the United States, and a significant amount of their assets are located outside the United States. As a result, service of process upon such persons may be difficult or impossible to effect within the United States. Furthermore, because some of our assets, and substantially all the assets of our directors and officers and certain of the experts named herein, are located outside of the United States, any judgment obtained in the United States, including a judgment based upon the civil liability provisions of U.S. federal securities laws, against us or any of such persons may not be collectible within the United States. In Canada, provincial and territorial reciprocal enforcement of judgments legislation sets out the procedure for registering foreign judgments and this procedure varies depending on the province or territory of the enforcing court. If a foreign judgment originates from a jurisdiction not captured by the applicable provincial or territorial reciprocal enforcement of judgments or enforcement of foreign judgments legislation, the foreign judgment may be capable of enforcement at common law and the party seeking to enforce the foreign judgment must commence new proceedings in the domestic or enforcing court.
Litigation & Legal Liabilities - Risk 4
We may be subject to potential conflicts of interest.
We may be subject to potential conflicts of interests, as certain directors of our company are, and may continue to be, engaged in the mining industry through their participation in corporations, partnerships or joint ventures, which are potential competitors of our company. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of our company. Our directors and officers with conflicts of interest will be subject to the procedures set out under applicable laws and regulations.
Taxation & Government Incentives1 | 1.9%
Taxation & Government Incentives - Risk 1
There is a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our shares.
In general, a corporation organized outside the United States will be treated as a passive foreign investment company, or PFIC, for any taxable year in which either (i) at least 75% of its gross income is "passive income" or (ii) on average at least 50% of its assets, determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and gains from the sale or exchange of property that gives rise to passive income. Assets that produce or are held for the production of passive income generally include cash, even if held as working capital or raised in a public offering, marketable securities, and other assets that may produce passive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.
Although we do not believe that we were a PFIC our current taxable year, based on the expected composition of our income and assets and the value of our assets, including goodwill, our determination is based on an interpretation of complex provisions of the law, which are not addressed in a significant number of administrative pronouncements or rulings by the U.S. Internal Revenue Service, or IRS. Accordingly, there can be no assurance that our conclusions regarding our status as a PFIC for our current taxable year will not be challenged by the IRS and, if challenged, upheld in appropriate proceedings. In addition, because PFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year, there can be no assurance that we will not be a PFIC for the current taxable year. Because we may continue to hold a substantial amount of cash and cash equivalents, and because the calculation of the value of our assets may be based in part on the value of our common shares, which may fluctuate considerably, we may be a PFIC in future taxable years. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS will agree with our conclusion and that the IRS would not successfully challenge our position. Our status as a PFIC is a fact-intensive determination made on an annual basis.
If we were a PFIC for any taxable year during which a U.S. investor holds shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor.
The U.S. federal income tax rules relating to PFICs are very complex. Current and prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on their purchase, ownership and disposition of our common shares, the consequences to them of an investment in a PFIC, any elections available with respect to our common shares and the IRS information reporting obligations with respect to the purchase, ownership and disposition of the common shares of a PFIC.
Environmental / Social2 | 3.8%
Environmental / Social - Risk 1
Failure to comply with environmental regulation could adversely affect our business.
All phases of our operations with respect to our existing projects will be subject to environmental regulation. Environmental legislation involves strict standards and may entail increased scrutiny, fines and penalties for non-compliance, stringent environmental assessments of proposed projects and a high degree of responsibility for companies and their officers, directors and employees. Changes in environmental regulation, if any, may adversely impact our operations and future potential profitability. In addition, environmental hazards may exist on any of our current projects that are currently unknown. We may be liable for losses associated with such hazards or may be forced to undertake extensive remedial cleanup action or to pay for governmental remedial cleanup actions, even in cases where such hazards have been caused by previous or existing owners or operators of the properties, or by the past or present owners of adjacent properties or by natural conditions. The costs of such cleanup actions may have a material adverse impact on our operations and future potential profitability.
Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.
Environmental / Social - Risk 2
Added
Some of our projects may face indigenous land claims.
Some of our projects may be the subject of indigenous land claims. The legal nature of land claims is a matter of considerable complexity. The impact of any such claim on our ownership interest in the affected projects cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of indigenous rights in the area in which such projects are located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on our operations. Even in the absence of such recognition, we may at some point be required to negotiate with, and seek the approval of holders of, such interests, and potentially provide compensation, in order to facilitate exploration and development work on the affected projects. There is no assurance that we will be able to establish a practical working relationship with the indigenous groups in the area which would allow us to ultimately develop any such affected projects.
Macro & Political
Total Risks: 3/52 (6%)Below Sector Average
Economy & Political Environment1 | 1.9%
Economy & Political Environment - Risk 1
Our assets and operations are subject to economic, geopolitical and other uncertainties.
Economic, geopolitical and other uncertainties may negatively affect our business. Economic conditions globally are beyond our control. In addition, the outbreak of hostilities and armed conflicts between countries can create geopolitical uncertainties that may affect both local and global economies. Downturns in the economy or geopolitical uncertainties may cause us to delay or cancel projects, which could have a material adverse effect on our business, results of operations and financial condition.
Our operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights, could result in loss, reduction or expropriation of entitlements.
In addition, the financial markets can experience significant price and value fluctuations that can affect the market prices of securities and other companies in ways that are unrelated to the operating performance of these companies. Broad market fluctuations, as well as economic conditions generally, may adversely affect the market price of our securities.
Natural and Human Disruptions2 | 3.8%
Natural and Human Disruptions - Risk 1
Our business operations are exposed to a high degree of risk associated with the mining industry.
Our business operations are exposed to a high degree of risk inherent in the mining sector. Risks which may occur during the exploration and development of mineral resources include environmental hazards, industrial accidents, equipment failure, import/customs delays, shortage or delays in installing and commissioning plant and equipment, metallurgical and other processing problems, seismic activity, unusual or unexpected formations, formation pressures, rock bursts, wall failure, cave ins or slides, burst dam banks, flooding, fires, explosions, power outages, opposition with respect to mining activities from individuals, communities, governmental agencies and non-governmental organizations, interruption to or the increase in costs of services, cave-ins and interruption due to inclement or hazardous weather conditions.
Commencement of mining can also reveal mineralization or geologic formations, including higher than expected content of other minerals that can be difficult to separate from desired metals, which can result in unexpectedly low recovery rates.
Such occurrences could cause damage to, or destruction of properties, personal injury or death, environmental damage, pollution, delays, increased production costs, monetary losses and legal liabilities. Moreover, these factors may result in a mineral deposit which has been mined profitably in the past to become unprofitable. The foregoing are also applicable to sites not yet in production and to expanded operations. Successful mining operations will be reliant upon the availability of processing and refining facilities and secure transportation infrastructure at a rate over which we may have limited or no control. Any liabilities that we incur for these risks and hazards could be significant and the costs of rectifying the hazard may exceed our asset value.
Natural and Human Disruptions - Risk 2
Infrastructure required to carry on our business may be affected by unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure.
Exploitation of our projects will depend to a significant degree on adequate infrastructure. In the course of developing our operations, assuming our exploration efforts will be successful, we may need to construct and support the construction of infrastructure, which may include permanent gas pipelines, water supplies, power, transport and logistics services which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure or any failure or unavailability in such infrastructure could materially adversely affect our operations, financial condition and results of operations.
Tech & Innovation
Total Risks: 1/52 (2%)Below Sector Average
Innovation / R&D1 | 1.9%
Innovation / R&D - Risk 1
There are numerous risks associated with the development of our projects.
Our future success will largely depend upon our ability to successfully explore, develop and manage our projects. In particular, our success is dependent upon management's ability to implement our strategy, to develop our projects and to maintain ongoing production from the mines that are developed.
Development of any, some or all of our projects could be delayed, experience interruptions, incur increased costs or be unable to be completed due to a number of factors, including but not limited to:
- changes in the regulatory environment including environmental compliance requirements;- non-performance by third party consultants, vendors, joint venture partners, and contractors;- inability to attract and retain a sufficient number of qualified workers;- unforeseen escalation in anticipated costs of exploration and development, or delays in construction, or adverse currency movements resulting in insufficient funds being available to complete planned exploration and development;- increases in extraction costs including energy, material and labor costs;- changes in the supply of, demand for, and prices of, uranium or other critical minerals;- unavailability, shortages or delays in obtaining critical mining and processing equipment and other exploration services;- catastrophic events such as fires, storms or explosions;- the breakdown or failure of equipment or processes;- construction, procurement and/or performance of the processing plant and ancillary operations falling below expected levels of output or efficiency;- civil unrest in and/or around the mine site and supply routes, which would adversely affect the community support of our operations;- changes to anticipated levels of taxes and imposed royalties; and/or - a material and prolonged deterioration in market conditions, resulting in material price erosion.
It is not uncommon for new mining developments to experience these factors during their exploration or development stages or during construction, commissioning and production start-up, or for such projects to fail as a result of one or more of these factors occurring to a material extent. There can be no assurance that we will complete the various stages of exploration and development necessary in order to achieve our strategy in the timeframe pre-determined by us or at all. Any of these factors may have a material adverse effect on our business, results of operations and activities, financial condition and prospects.
Ability to Sell
Total Risks: 1/52 (2%)Below Sector Average
Competition1 | 1.9%
Competition - Risk 1
As we face intense competition in the mineral exploration and exploitation industry, there can be no assurance that we will be able to compete effectively with other companies.
The mining industry, and the uranium and critical minerals sectors in particular, are very competitive. Our competition is from larger, established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies and procedures and/or a greater ability than us to withstand losses. Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than we can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to our detriment.
As a result of this competition, we may have to compete for financing and be unable to acquire financing on terms we consider acceptable. We may also have to compete with the other mining companies for the recruitment and retention of qualified managerial and technical employees. We may not be unable to successfully compete for financing or for qualified employees or we may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition, results of operations and future prospects as well as our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
FAQ
What are “Risk Factors”?
Risk factors are any situations or occurrences that could make investing in a company risky.
The Securities and Exchange Commission (SEC) requires that publicly traded companies disclose their most significant risk factors. This is so that potential investors can consider any risks before they make an investment.
They also offer companies protection, as a company can use risk factors as liability protection. This could happen if a company underperforms and investors take legal action as a result.
It is worth noting that smaller companies, that is those with a public float of under $75 million on the last business day, do not have to include risk factors in their 10-K and 10-Q forms, although some may choose to do so.
How do companies disclose their risk factors?
Publicly traded companies initially disclose their risk factors to the SEC through their S-1 filings as part of the IPO process.
Additionally, companies must provide a complete list of risk factors in their Annual Reports (Form 10-K) or (Form 20-F) for “foreign private issuers”.
Quarterly Reports also include a section on risk factors (Form 10-Q) where companies are only required to update any changes since the previous report.
According to the SEC, risk factors should be reported concisely, logically and in “plain English” so investors can understand them.
How can I use TipRanks risk factors in my stock research?
Use the Risk Factors tab to get data about the risk factors of any company in which you are considering investing.
You can easily see the most significant risks a company is facing. Additionally, you can find out which risk factors a company has added, removed or adjusted since its previous disclosure. You can also see how a company’s risk factors compare to others in its sector.
Without reading company reports or participating in conference calls, you would most likely not have access to this sort of information, which is usually not included in press releases or other public announcements.
A simplified analysis of risk factors is unique to TipRanks.
What are all the risk factor categories?
TipRanks has identified 6 major categories of risk factors and a number of subcategories for each. You can see how these categories are broken down in the list below.
1. Financial & Corporate
Accounting & Financial Operations - risks related to accounting loss, value of intangible assets, financial statements, value of intangible assets, financial reporting, estimates, guidance, company profitability, dividends, fluctuating results.
Share Price & Shareholder Rights – risks related to things that impact share prices and the rights of shareholders, including analyst ratings, major shareholder activity, trade volatility, liquidity of shares, anti-takeover provisions, international listing, dual listing.
Debt & Financing – risks related to debt, funding, financing and interest rates, financial investments.
Corporate Activity and Growth – risks related to restructuring, M&As, joint ventures, execution of corporate strategy, strategic alliances.
2. Legal & Regulatory
Litigation and Legal Liabilities – risks related to litigation/ lawsuits against the company.
Regulation – risks related to compliance, GDPR, and new legislation.
Environmental / Social – risks related to environmental regulation and to data privacy.
Taxation & Government Incentives – risks related to taxation and changes in government incentives.
3. Production
Costs – risks related to costs of production including commodity prices, future contracts, inventory.
Supply Chain – risks related to the company’s suppliers.
Manufacturing – risks related to the company’s manufacturing process including product quality and product recalls.
Human Capital – risks related to recruitment, training and retention of key employees, employee relationships & unions labor disputes, pension, and post retirement benefits, medical, health and welfare benefits, employee misconduct, employee litigation.
4. Technology & Innovation
Innovation / R&D – risks related to innovation and new product development.
Technology – risks related to the company’s reliance on technology.
Cyber Security – risks related to securing the company’s digital assets and from cyber attacks.
Trade Secrets & Patents – risks related to the company’s ability to protect its intellectual property and to infringement claims against the company as well as piracy and unlicensed copying.
5. Ability to Sell
Demand – risks related to the demand of the company’s goods and services including seasonality, reliance on key customers.
Competition – risks related to the company’s competition including substitutes.
Sales & Marketing – risks related to sales, marketing, and distribution channels, pricing, and market penetration.
Brand & Reputation – risks related to the company’s brand and reputation.
6. Macro & Political
Economy & Political Environment – risks related to changes in economic and political conditions.
Natural and Human Disruptions – risks related to catastrophes, floods, storms, terror, earthquakes, coronavirus pandemic/COVID-19.
International Operations – risks related to the global nature of the company.
Capital Markets – risks related to exchange rates and trade, cryptocurrency.