As filed with the Securities and Exchange Commission on March 16, 2026.​

Registration No. 333-293793​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Guardian Metal Resources PLC

(Exact Name of Registrant as Specified in Its Charter)​

c/o 
Golden Metal Resources LLC
3800 Howard Hughes Parkway STE 1000
Las Vegas, Nevada 89169,
United States of America
+1 (702) 667-4854
(Name, Address, Including Zip Code and Telephone Number, Including Area Code of Agent For Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

​

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated March 16, 2026

PRELIMINARY PROSPECTUS

Dated    , 2026

3,058,100 American Depositary Shares

Representing 15,290,500 ordinary shares

Guardian Metal Resources PLC

This is the initial public offering of Guardian Metal Resources PLC in the United States. We are offering 3,058,100 American Depositary Shares (each, an “ADS” and collectively, “ADSs”), with each ADS representing the right to receive five ordinary shares. We have applied to have our ADSs listed on the NYSE American under the symbol “GMTL”.

Our ordinary shares trade on AIM, a market of the London Stock Exchange, under the symbol “GMET”. On March 12, 2026, the last reported sale price of our ordinary shares on AIM was £2.45 per ordinary share (equivalent to $16.35 per ADS based on an assumed exchange rate of £1.00 to $1.3349).

Investing in our ADSs involves a high degree of risk. See “Risk Factors” beginning on page 16 to read about factors you should consider before buying our ADSs.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company, a Smaller Reporting Company and a Foreign Private Issuer.”

(1)

We refer you to “Underwriters” for additional information regarding underwriting compensation.

​

To the extent that the underwriters sell more than 3,058,100 ADSs, the underwriters have the option to purchase up to an additional 458,720 ADSs from us at the initial public offering price. The underwriters may exercise this option at any time within 45 days after the date of the final prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ADSs to purchasers on or about        , 2026.

Lead Book-Running Manager

BMO Capital Markets

Book-Running Manager

Cantor

Co-Managers

Prospectus dated        , 2026

 

TABLE OF CONTENTS

For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus outside the United States.

Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus we have prepared, and neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we nor the underwriters are making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate

 

i

 

only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of ADSs. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

We are incorporated under the laws of England and Wales. Under the rules of the U.S. Securities and Exchange Commission (the “SEC”), we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

ii

 

ABOUT THIS PROSPECTUS

Except where the context otherwise requires or where otherwise indicated, the terms “Guardian,” the “Company,” “we,” “us,” “our company” and “our business” refer to Guardian Metal Resources PLC, together with its consolidated subsidiaries as a consolidated entity.

MARKET AND INDUSTRY DATA

We obtained the industry, market and competitive position data in this prospectus primarily from studies conducted by third parties, including the Tungsten Market Outlook prepared for us by Argus in November 2025. We believe these third-party sources to be reliable; however, we have not independently verified the information they contain.

Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but they do not guarantee the accuracy or completeness of such information. Forecasts and other forward-looking information obtained from these sources, including the Argus report, are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and other forward-looking statements are subject to uncertainty and risk due to a variety of factors, including those described under “Special Note Regarding Forward-Looking Statements” and “Risk Factors,” and actual results may differ materially from those expressed by us or by independent third parties.

TRADEMARKS

As of December 31, 2025, we did not own any patents, copyrights or trademarks, nor have we registered or otherwise protected any trademarks. We rely instead on domain name and trade secret protections, as well as confidentiality and employee and third-party non-disclosure agreements, to protect our intellectual property and proprietary information. We own and maintain certain domain names used in our business, including www.guardianmetalresources.com. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this prospectus is the property of its respective holder. Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, the rights of the applicable licensors to these trademarks, service marks, logos and trade names.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

This prospectus includes (i) our unaudited consolidated interim financial statements as of and for the six months ended December 31, 2025 and 2024 (our “unaudited consolidated interim financial statements”) and (ii) our audited consolidated financial statements as of and for the fiscal years ended June 30, 2025 and 2024 (our “annual consolidated financial statements”).

Our annual consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). Our unaudited consolidated interim financial statements were prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting.’

All references herein to our “consolidated financial statements” are to both our audited consolidated financial statements and our unaudited consolidated interim financial statements. None of our financial statements were prepared in accordance with U.S. GAAP. All references in this prospectus to “$” and “USD” mean U.S. dollars and all references to “£” and “GBP” mean pounds sterling.

Our fiscal year begins on July 1 and ends on June 30 of the following year. All references to fiscal year 2024 relate to the year ended June 30, 2024, and fiscal year 2025 relate to the year ended June 30, 2025.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the

 

iii

 

arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

SCIENTIFIC AND TECHNICAL INFORMATION

Cautionary Note Regarding Presentation of Mineral Resource Estimates

This prospectus refers to estimated mineral resources, including indicated and inferred mineral resources. See “— Certain Definitions” for the definition of those terms.

The mineral resource estimates included in this prospectus have been prepared in accordance with Subpart 1300 of Regulation S-K (“S-K 1300”). Under S-K 1300, mineral resources are estimated by a qualified person based on geological evidence, sampling and testing and reasonable prospects of economic extraction, but mineral resources are not mineral reserves and do not have demonstrated economic viability.

Inferred mineral resources are subject to uncertainty as to their existence and as to their economic and legal feasibility. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project and may not be converted to a mineral reserve.

Our mineral resource estimates may be materially affected by geology, environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors. In addition, inferred mineral resources have the lowest level of geological confidence, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability; they may not be considered when assessing the economic viability of a mining project and may not be converted to a mineral reserve.

Unless the context otherwise requires, all references in this prospectus to “qualified person(s)” are to a qualified person as defined in S-K 1300. Our disclosure relating to mineral resources is supported by a technical report summary prepared by a qualified person in accordance with S-K 1300. The technical report summary for the Pilot Mountain project is included as an exhibit to the registration statement of which this prospectus forms a part.

Qualified Persons Statement

Some scientific and technical information contained in this prospectus was derived from a technical report prepared by a qualified person. In particular:

•

Information relating to Pilot Mountain is derived from the technical report summary, entitled “SK 1300 Technical Report Summary Pilot Mountain Tungsten Project,” issued December 15, 2025, with an effective date of December 15, 2025, prepared by RESPEC. RESPEC is the qualified person under S-K 1300. The scientific and technical information related to Pilot Mountain contained in the S-K 1300 Report and reproduced in this prospectus has been approved by the qualified person.

​

Certain Definitions

The following is a glossary of certain industry and other defined terms used in this prospectus:

•

“Amdel” means Amdel Laboratories Ltd.

​

•

“APT” means ammonium paratungstate, the industry’s key intermediate product and pricing benchmark.

​

•

“Argus” means Argus Media Group.

​

•

“BLM” means the federal Bureau of Land Management.

​

 

iv

 

•

“Coffey Mining” means Coffey Mining (Pty) Ltd.

​

•

“Concentration(s)” means the physical, chemical or biological process to increase the grade of the metal or mineral of interest.

​

•

“EA” means an Environmental Assessment from the BLM.

​

•

“Exploration targets” refers to statements or estimates of the exploration potential of a mineral deposit in a defined geological setting where the statement or estimate, quoted as a range of tonnage and a range of grade (or quality), relates to mineralization for which there has been insufficient exploration to estimate a mineral resource.

​

•

“Garfield” refers to the Garfield Project, an early-stage exploration gold-silver-copper property consisting of 163 unpatented mining claims covering approximately 13.8 km² in Nevada, in which we hold a 100% interest through Golden Metal Resources LLC, our wholly owned U.S. subsidiary.

​

•

“Golconda” refers to the Golconda Project, an early-stage exploration-stage gold project comprising 44 unpatented mining claims covering approximately 3.22 km² in Humboldt County, Nevada. We hold an earn-in option to acquire up to 100% of the project pursuant to the Golconda Option Agreement.

​

•

“GZRINM” means Guangzhou Research Institute of Non-ferrous Metals.

​

•

“Indicated mineral resource(s)” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

​

•

“Inferred mineral resource(s)” or “Inferred” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project and may not be converted to a mineral reserve.

​

•

“Kibby Basin” refers to the Kibby Basin Project, an early-stage lithium exploration property, consisting of 24 unpatented mining claims covering approximately 1.97 km² in Nevada, in which we hold a 100% interest through Golden Metal Resources LLC, our wholly owned subsidiary.

​

•

“Mineral deposit(s)” means a mineralized body that has been intersected by a sufficient number of closely spaced drill holes and/or underground/surface samples to support sufficient tonnage and grade of metal(s) or mineral(s) of interest to warrant further exploration-development work.

​

•

“Mineral reserve(s)” means an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

​

•

“Mineral resource(s)” means a concentration or occurrence of materials of economic interest in or on the earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

​

 

v

 

•

“NDEP” means Nevada Division of Environmental Protection.

​

•

“NEPA” means National Environmental Policy Act.

​

•

“NSR” means net smelter royalty.

​

•

“NT claims” refers to the 45 unpatented mining claims held by Pilot Metals Inc., a wholly owned U.S. subsidiary of the Company, in relation to the Pilot Mountain project.

​

•

“Open-pit mining” means a method of extracting rock or minerals from the earth by their removal from an open pit. Open-pit mines for extraction of ore are used when deposits of commercially useful minerals or rock are found near the surface; that is, where the overburden surface material covering the valuable deposit is relatively thin, or the material of interest is structurally unsuitable for underground mining.

​

•

“PEAs” means preliminary economic assessments, which are used to assess the economic viability of a mineral deposit.

​

•

“Pilot Mountain” or the “Project” refers to the Pilot Mountain Project, an advanced exploration-stage tungsten project located in the Walker Lane region of Mineral County, Nevada, in which we hold a 100% interest through BFM Resources Inc. and Pilot Metals Inc., our wholly owned U.S. subsidiaries. Pilot Mountain comprises 208 unpatented lode mining claims covering approximately 17.2 km² on federally administered BLM land.

​

•

“PoO” means Plan of Operations.

​

•

“Probable mineral reserve(s)” means the economically mineable part of an indicated and, in some cases, a measured mineral resource.

​

•

“RESPEC” means RESPEC Company LLC.

​

•

“Samuel” means Samuel Engineering, Inc.

​

•

“Stonewall” refers to the Stonewall Project, an early-stage gold-silver exploration property comprising 19 unpatented lode mining claims covering approximately 1.59 km², in which we hold a 100% interest through Golden Metal Resources LLC, our wholly owned U.S. subsidiary.

​

•

“t of W” means tonnes of tungsten.

​

•

“Tempiute” refers to the Tempiute Project, an exploration-stage tungsten project located in Lincoln County, Nevada, in which we hold an earn-in option to acquire up to 100% of the patented mining and select mill site (6), lode (4) and placer (2) mining claims pursuant to the Exploration Lease and Option to Purchase Agreement Tempiute Project, through Golden Metal Resources LLC, our wholly owned U.S. subsidiary. Tempiute consists of 67 unpatented lode mining claims, 10 patented mining claims, 3 mill site claims and 2 placer mining claims covering approximately 5.5 km².

​

•

“UCC” means Union Carbide Corporation.

​

 

vi

 

1

 

​

2

 

​

3

 

​

4

 

5

 

​

6

 

7

 

​

8

 

9

 

10

 

11

 

​

12

 

​

​

​

For the six months ended December 31,

​

​

For the year ended June 30,

​

​

​

​

2025

​

​

2024

​

​

2025

​

​

2024

​

​

​

​

(Unaudited)

​

​

(Audited)

​

​

​

​

($ thousands)

​

Continuing operations

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Gross profit

​

​

​

​

—

​

​

​

​

​

2

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Other income

​

​

​

​

—

​

​

​

​

​

2

​

​

​

​

​

2

​

​

​

​

​

—

​

​

Administrative expenses

​

​

​

​

(4,792)

​

​

​

​

​

(988)

​

​

​

​

​

(2,719)

​

​

​

​

​

(1,376)

​

​

Loss from operating activities

​

​

​

​

(4,792)

​

​

​

​

​

(986)

​

​

​

​

​

(2,717)

​

​

​

​

​

(1,376)

​

​

Finance income

​

​

​

​

21

​

​

​

​

​

—

​

​

​

​

​

6

​

​

​

​

​

—

​

​

Loss before taxation

​

​

​

​

(4,771)

​

​

​

​

​

(986)

​

​

​

​

​

(2,711)

​

​

​

​

​

(1,376)

​

​

Taxation

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Loss for the year from continuing operations

​

​

​

​

(4,771)

​

​

​

​

​

(986)

​

​

​

​

​

(2,711)

​

​

​

​

​

(1,376)

​

​

Other comprehensive (loss)/income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Items that will or may be reclassified to profit or loss:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Exchange translation

​

​

​

​

(427)

​

​

​

​

​

(101)

​

​

​

​

​

908

​

​

​

​

​

(13)

​

​

Total other comprehensive (loss)/income

​

​

​

​

(427)

​

​

​

​

​

(101)

​

​

​

​

​

908

​

​

​

​

​

(13)

​

​

Total comprehensive (loss) for the year attributable to owners of the Company

​

​

​

​

(5,198)

​

​

​

​

​

(1,087)

​

​

​

​

​

(1,803)

​

​

​

​

​

(1,389)

​

​

Earnings per share from continuing operations attributable to the ordinary equity holder of the parent:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted loss per share ($)

​

​

​

​

(0.03)

​

​

​

​

​

(0.01)

​

​

​

​

​

(0.02)

​

​

​

​

​

(0.02)

​

​

13

 

​

​

​

For the six months ended December 31,

​

​

For the year ended June 30,

​

​

​

​

2025

​

​

2024

​

​

2025

​

​

2024

​

​

​

​

(Unaudited)

​

​

(Audited)

​

​

​

​

($ thousands)

​

Cash flows used in operating activities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loss for the year from continuing activities

​

​

​

​

(4,772)

​

​

​

​

​

(986)

​

​

​

​

​

(2,711)

​

​

​

​

​

(1,376)

​

​

Adjustments for:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Share-based payment expense

​

​

​

​

1,315

​

​

​

​

​

6

​

​

​

​

​

162

​

​

​

​

​

111

​

​

Expenses settled in shares

​

​

​

​

—

​

​

​

​

​

26

​

​

​

​

​

63

​

​

​

​

​

142

​

​

Foreign exchange differences

​

​

​

​

(298)

​

​

​

​

​

1

​

​

​

​

​

444

​

​

​

​

​

(3)

​

​

​

​

​

​

​

(3,755)

​

​

​

​

​

(953)

​

​

​

​

​

(2,042)

​

​

​

​

​

(1,126)

​

​

Changes in working capital:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Decrease in trade and other receivables

​

​

​

​

31

​

​

​

​

​

60

​

​

​

​

​

40

​

​

​

​

​

53

​

​

Increase in trade and other payables

​

​

​

​

1,107

​

​

​

​

​

(467)

​

​

​

​

​

880

​

​

​

​

​

415

​

​

Net cash outflows in operating activities

​

​

​

​

(2,617)

​

​

​

​

​

(1,360)

​

​

​

​

​

(1,122)

​

​

​

​

​

(658)

​

​

Cash flows from investing activities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Purchase of intangibles

​

​

​

​

(9,082)

​

​

​

​

​

(3,131)

​

​

​

​

​

(8,038)

​

​

​

​

​

(1,496)

​

​

Investment in financial assets

​

​

​

​

(25)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Net cash outflows from investing activities

​

​

​

​

(9,107)

​

​

​

​

​

(3,131)

​

​

​

​

​

(8,038)

​

​

​

​

​

(1,496)

​

​

Cash flows from financing activities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Proceeds from issue of share capital

​

​

​

​

21,715

​

​

​

​

​

3,979

​

​

​

​

​

8,091

​

​

​

​

​

3,876

​

​

Share issue costs

​

​

​

​

(1,267)

​

​

​

​

​

—

​

​

​

​

​

(123)

​

​

​

​

​

(57)

​

​

Net cash inflows from financing activities

​

​

​

​

20,448

​

​

​

​

​

3,979

​

​

​

​

​

7,968

​

​

​

​

​

3,819

​

​

(Decrease)/increase in cash and cash equivalents

​

​

​

​

8,724

​

​

​

​

​

(512)

​

​

​

​

​

(1,192)

​

​

​

​

​

1,665

​

​

Cash and cash equivalents at beginning of year

​

​

​

​

1,873

​

​

​

​

​

3,033

​

​

​

​

​

3,033

​

​

​

​

​

1,371

​

​

Effect of foreign currency exchange rates

​

​

​

​

(35)

​

​

​

​

​

(32)

​

​

​

​

​

32

​

​

​

​

​

(3)

​

​

Cash and cash equivalents at June 30

​

​

​

​

10,562

​

​

​

​

​

2,489

​

​

​

​

​

1,873

​

​

​

​

​

3,033

​

​

​

​

​

As Adjusted(1)

​

​

Actual

​

​

​

​

As of December 31, 2025

​

​

​

​

(Unaudited)

​

​

​

​

($ thousands, except number of shares to be issued)

​

Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-current assets

​

​

​

​

​

​

​

​

​

​

​

​

​

Intangible assets

​

​

​

​

26,807

​

​

​

​

​

26,807

​

​

Other non-current assets

​

​

​

​

25

​

​

​

​

​

25

​

​

Total non-current assets

​

​

​

​

26,832

​

​

​

​

​

26,832

​

​

Current assets

​

​

​

​

​

​

​

​

​

​

​

​

​

Trade and other receivables

​

​

​

​

245

​

​

​

​

​

245

​

​

Cash and cash equivalents

​

​

​

​

54,907

​

​

​

​

​

10,562

​

​

Total current assets

​

​

​

​

55,152

​

​

​

​

​

10,807

​

​

Total assets

​

​

​

​

81,984

​

​

​

​

​

37,639

​

​

14

 

​

​

​

As Adjusted(1)

​

​

Actual

​

​

​

​

As of December 31, 2025

​

​

​

​

(Unaudited)

​

​

​

​

($ thousands, except number of shares to be issued)

​

Liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

Current liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

Trade and other payables

​

​

​

​

2,896

​

​

​

​

​

2,896

​

​

Total current liabilities

​

​

​

​

2,896

​

​

​

​

​

2,896

​

​

Total liabilities

​

​

​

​

2,896

​

​

​

​

​

2,896

​

​

Net assets

​

​

​

​

79,088

​

​

​

​

​

34,743

​

​

Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

Share capital

​

​

​

​

2,335

​

​

​

​

​

2,131

​

​

Share premium

​

​

​

​

81,754

​

​

​

​

​

37,613

​

​

Shares to be issued

​

​

​

​

15,290

​

​

​

​

​

—

​

​

Capital contribution reserve

​

​

​

​

5,897

​

​

​

​

​

5,897

​

​

Share-based payment reserve

​

​

​

​

1,639

​

​

​

​

​

1,639

​

​

Exchange reserve

​

​

​

​

675

​

​

​

​

​

675

​

​

Accumulated losses

​

​

​

​

(13,212)

​

​

​

​

​

(13,212)

​

​

Total equity

​

​

​

​

79,088

​

​

​

​

​

34,743

​

​

​

​

15

 

RISK FACTORS

Investing in our ADSs involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the sections titled “Special Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making a decision to invest in our ADSs. If any of the risks discussed in this prospectus actually occur, alone or together with additional risks and uncertainties not currently known to us, or that we currently deem immaterial, our business, financial condition, results of operations and prospects may be materially adversely affected. If this were to occur, the value of our ADSs may decline and you may lose all or part of your investment.

Risks Relating to Our Business and Industry

We have no history of mineral production and may never engage in mineral production.

We currently have no operating mines, nor do we have any interest in any mining operations. All of our mineral projects are at the exploration stage and have never been mined by us, nor have we produced any revenue from mining operations. We also have no applicable operating history upon which to base estimates of future operating costs, capital spending requirements, site remediation costs or asset retirement obligations. Our company has no experience in developing or operating a mine. We may never be able to develop and produce minerals from a commercially viable ore body or mine.

Mineral exploration activities are highly speculative, have a high risk of failure, and may never result in finding ore bodies sufficient to develop a producing mine.

While mineral exploration is necessary to identify potential mineralization, very few mineral properties that are explored are ultimately developed into producing mines. Major expenses will be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Most exploration projects do not result in the discovery of commercially mineable ore deposits, and anticipated levels of recovery of mineral resources and mineral reserves, if any, may not be realized, nor may any identified mineral deposit ever qualify as a commercially mineable (or viable) ore body that can be legally and economically exploited. Our exploration programs and activities may not result in the discovery, development or production of a commercially viable ore body or mine.

It is impossible to ensure that the exploration or development programs we plan will result in a profitable commercial mining operation. Estimates of mineral reserves, mineral resources, mineral deposits and production costs can be affected by environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, the metallurgy of the mineralization forming the mineral deposit, unusual or unexpected geological formations and work interruptions. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.

Our business is and will be subject to market fluctuations, including fluctuations in tungsten prices.

Our business strategy is directly linked to commodity prices. In the future, our revenues are expected to be derived from the sale of tungsten concentrate (WO₃). Similar to other commodities, tungsten markets are cyclical and may be volatile.

The Company may enter into forward sales or other market strategies to mitigate its exposure to the tungsten market once it commences production. It is not the Company’s current intention to enter into forward or hedging contracts well in advance of potential production. Currently, the Company intends to maintain significant exposure to the tungsten market, and a more formal policy may be implemented if development and construction financing is considered.

Our future sales, if unhedged, would be denominated in U.S. dollars per metric tonne unit (“MTU”) of WO₃ concentrate. Change in the average price of one (1) MTU of APT, as quoted on the Fastmarkets, would be expected to impact our potential revenue per MTU of WO₃ concentrate. The pre-feasibility study

 

16

 

currently in progress will assess, among other cost and revenue factors, sensitivity to the tungsten price and other metals in the deposit, such as silver, copper and zinc.

Tungsten prices fluctuate and are affected by many factors, including demand from industrial sectors such as defense, aerospace and energy, international economic and political trends, including the nationalization of critical minerals, expectations of inflation, expectations of economic activity, the exchange rate of the U.S. dollar to other major currencies, political and economic conditions including international trade disputes and the imposition of tariffs, interest rates, global or regional consumption and demand patterns, speculative activities and increased production due to improved mining and production methods, production costs in major tungsten-producing regions, speculative positions taken by investors or traders in tungsten, wars and other conflicts, changes in supply and changing investor or consumer sentiment (including in connection with the transition to a low-carbon economy, investor interest in cryptocurrencies and other investment alternatives) as well as competition from alternative materials, all of which are beyond our control.

In addition, our operating costs may be affected by general inflationary pressures and increases in the cost or availability of key inputs such as energy, electricity and fuel supply, water supply and access, labor, consumables, critical raw materials, reagents, transportation and equipment. Disruptions in global or regional supply chains, shortages of equipment, spare parts or raw materials, or interruptions in the supply of utilities could delay our operations or materially increase costs. Because a portion of our expenditures is denominated in foreign currencies, exchange rate volatility could also amplify these cost impacts.

Tungsten prices may also be negatively affected by any slowing of the global economy, increases in exports from single market economy countries, notably China, unfavorable shifts in tungsten demand in key markets such as Asia, Europe and North America, and the release of tungsten concentrate into the market from the U.S. National Defense Stockpile. Conversely, supply-side constraints may exert upward pressure on prices. On February 4, 2025, China implemented export restrictions on certain tungsten products, which have continued to tighten global supply and support higher prices. These restrictions, together with heightened U.S. policy focusing on critical-minerals security, have continued to increase volatility in tungsten pricing.

The aggregate effect of these factors is impossible to predict. If tungsten prices fall below our anticipated all-in sustaining costs per MTU for one or more of our projects, including the Pilot Mountain and Tempiute tungsten projects, as well as any other tungsten exploration or development properties we may acquire or advance in the future, we may experience losses and be required to curtail or suspend some or all exploration and development activities. A prolonged decline in tungsten prices could adversely affect our ability to potentially generate positive cash flow from future operations.

Our current mineral resource estimate for Pilot Mountain is based on an assumed APT price of $65,500 per MTU, which is used by the qualified person in establishing reasonable prospects of economic extraction under Subpart 1300 of Regulation S-K. The value of tungsten concentrate is estimated by applying a factor to the APT price, and this factor may vary depending on market conditions and other factors. If APT prices decline materially below the level used in the resource estimate, or if the factor applied to derive concentrate value changes unfavorably, the estimated mineral resources and any future project evaluations may be adversely affected. Increased price volatility could also impact the timing, scope or economic attractiveness of further project activities.

Mining is a capital-intensive industry, and we may be unable to obtain the funding required to advance our projects.

Tungsten exploration, development and mining require substantial amounts of capital to identify and delineate mineral resources and reserves, undertake geological mapping and drilling, conduct metallurgical testing, construct and maintain mining and processing infrastructure, comply with regulatory requirements, and meet ongoing operational needs. As our projects advance, we expect capital needs to increase materially in connection with permitting activities, development work, construction of processing facilities and any future production operations.

Our future capital expenditure requirements will depend on many factors, including the results of exploration programs, updates to the technical report summary for the Pilot Mountain project, changes to

 

17

 

mine plans, the cost and availability of equipment, labor and contractors, and broader market conditions such as interest rates and tungsten commodity prices. If we are unable to obtain adequate financing on acceptable terms, or at all, we may be forced to delay, reduce in scope or cancel planned exploration, development or construction activities.

In addition, our ability to fund capital expenditures from internally generated cash flows will depend on our ability to successfully advance our projects to production and operate profitably, neither of which is guaranteed. If cash flows are insufficient or if we face difficulties raising debt or equity financing, we may be unable to carry out our business plan, complete development milestones or maintain our properties in good standing. Any delay or interruption to planned capital projects may increase costs, reduce future production capacity, and adversely affect our competitiveness.

Because tungsten projects typically require significant upfront investment and have long development timelines, any inability to secure timely financing could materially and adversely affect our business, results of operations and financial condition.

Actual capital and operating costs in respect of our mines and development projects may be significantly higher than estimated capital and operating costs.

Capital and operating cost estimates are based on the interpretation of geological data, the pre-feasibility study stage and other technical studies, anticipated climatic conditions, market conditions for required products and services and other factors and assumptions regarding foreign exchange currency rates. Because we are in the exploration stage and have not yet established mineral reserves, these estimates are inherently more uncertain and subject to change as additional drilling, engineering and design work is completed. Any of the following events could affect the ultimate accuracy of such estimates: unanticipated changes in grade and tonnage of ore to be mined and processed; incorrect data on which engineering assumptions are made; lack of availability of key components or equipment; delay in construction schedules, unanticipated transportation costs; the inaccuracy of major equipment and construction cost estimates; the inaccuracy of operating cost or scale estimates; labor negotiations; changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas on exportation of minerals); raw material costs; changes in commodity prices, availability of financing on acceptable terms and title or right of use claims.

Lack of reliability and inaccuracies of historical information could hinder our exploration plans.

We have relied on, and the disclosure in the technical report summary for the Pilot Mountain project is in part based on, certain historical-geological, geochemical, geophysical and drilling data compiled by previous operators of Pilot Mountain. To the extent any such historical data is inaccurate, incomplete or was collected using methods that do not meet current industry standards, our exploration interpretations, mineral resource estimates and related plans may be adversely affected. In addition, cost estimates and assumptions used in connection with our exploration programs may not prove accurate. Such estimates are based on interpretations of geological information, anticipated site conditions and other technical and economic factors. Any of the following, among other risks and uncertainties described in this prospectus, could affect the accuracy of any such historical data or other estimates or assumptions: variability in grade or tonnage of mineralized material; errors or gaps in historical datasets; changes in drilling, assay or metallurgical costs; unexpected logistical or transportation constraints; availability of labor and equipment; or changes in permitting requirements, environmental regulations, taxes, royalties or land tenure matters. If these assumptions or historical datasets prove inaccurate, our exploration results, timelines and ability to advance our projects may be negatively affected.

Our actual costs may significantly exceed the estimated costs and economic returns estimated in our preliminary economic assessments and feasibility studies.

Feasibility studies, pre-feasibility studies and preliminary economic assessments (“PEAs”) are used to assess the economic viability of a mineral deposit. There is no certainty that existing or future pre-feasibility or feasibility studies or PEAs will be realized. Actual costs may significantly exceed estimated costs and economic returns may differ significantly from those estimated in the studies. There are many factors involved in the determination of the economic viability of a mineral deposit, including the achievement of

 

18

 

satisfactory mineral reserve and mineral resource estimates, the level of estimated metallurgical recoveries, product quality and competition, capital and operating cost estimates and estimates of future tungsten and any by-product prices.

The Pilot Mountain project is currently at the advanced pre-feasibility stage, supported by the U.S. Department of War Defense Production Act Title III award received in July 2025, and any advancement to a full feasibility study will depend on the results of ongoing exploration, permitting, financing and market conditions. The Tempiute project is a historical tungsten producer; a letter of intent was signed on October 31, 2024, and a definitive option agreement completed on January 25, 2025. Preparatory workstreams were advanced during fiscal year 2025 in support of the 2025 drilling program which is currently underway. If the assumptions or estimations in the Pilot Mountain project PFS or the Tempiute project drilling program or other pre-feasibility workstreams are incorrect or if actual costs exceed those currently estimated, the projects may be economically unviable.

The accuracy of our mineral resource estimates cannot be assured, and the volume of materials we are able to recover may be materially lower.

The mineral resources we have disclosed before the recent S-K 1300 report relate solely to our Pilot Mountain project and are based on historical technical work; no mineral reserves have been established for any of our projects. Our Tempiute project had no declared mineral resources as of December 31, 2025; work undertaken during fiscal year 2025 was preparatory in nature and was intended to support a planned drilling program. No assurance can be given that the anticipated production will be achieved or that any indicated level of recovery of tungsten will be realized.

The estimation of mineral reserves and mineral resources is a subjective process that is partially dependent upon the judgment of the persons preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. Our mineral resource estimates presented in this prospectus are, in accordance with Subpart 1300 of Regulation S-K, based on tungsten recoveries in small-scale laboratory tests and may not be indicative of the mineralization in the entire orebody, and we may not be able to achieve similar results in larger scale tests under on-site conditions or during production. Large-scale continuity and character of our deposits will only be determined once significant additional drilling and sampling have been completed and analyzed. Actual mineralization or formations may be different from those predicted.

No assurance can be given that any part or all of our mineral resources will ever be converted into mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty that may be attached to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to measured or indicated mineral resources as a result of continued exploration. If resources are upgraded to reserves, the ore volume and grade actually recovered by us may also differ from the estimated volumes and grades of the mineral reserves and mineral resources.

There are numerous uncertainties inherent in estimating mineral reserves and resources, including many factors beyond our control. The qualification of any ore as a reserve or resource estimate is materially dependent on prevailing metal prices and the cost of recovering and processing minerals at the individual mine sites. Prolonged declines in the market price of tungsten may render mineral reserves or resources containing relatively lower grades of mineralization uneconomical to recover and could thereby materially reduce our mineral resources or, if any, mineral reserves. Should such reductions occur, we may be required to take a material write-down of our investment in mining properties, reduce the carrying value of one or more of our assets or delay or discontinue production or the development of new projects, resulting in increased net losses and reduced potential future cash flow. Because we have not established mineral reserves, our mine plans, if developed, will remain subject to significant uncertainty until reserves are delineated and even then such plans will remain subject to risks and uncertainties inherent in mining. Market price fluctuations of tungsten and other by-product metals such as silver, copper and zinc, as well as increased production costs or reduced recovery rates, may render mineral resources or reserves containing relatively lower grades of mineralization uneconomical to recover and may ultimately result in a restatement of mineral reserves or resources. Short-term factors relating to the mineral reserve, such as the need for orderly development of ore bodies or the processing of new or different grades, the technical complexity of orebody, unusual or

 

19

 

unexpected orebody formations, ore dilution or varying metallurgical and other ore characteristics may impair the profitability of a mine in any particular period. Failure to obtain or maintain necessary permits or government approvals, or changes to applicable tax and customs regimes or applicable legislation, could also influence the accuracy of our mineral resources or, if any, mineral reserves or cause us to reduce our mineral resources or, if any, mineral reserves.

Mineral resource estimates for properties that have not commenced production or at deposits that have not yet been exploited are based, in most instances, on very limited and widely spaced drill hole information, which is not necessarily indicative of conditions between and around the drill holes. Accordingly, such mineral resource estimates may require revision as more drilling information becomes available or as production experience is gained.

The mineral resource estimates described in this prospectus should thus not be interpreted as assurances of commercial viability or potential or of the profitability of any future operations. Investors are cautioned not to place undue reliance on these estimates. A technical report summary issued by RESPEC on December 15, 2025 is included as Exhibit 23.2 and summarized under “Mining Properties.”

We have not established any mineral reserves and may never be able to establish, replenish or expand our mineral resources or convert them into mineral reserves.

We are currently in the exploration stage and have only indicated and inferred mineral resource estimates at our Pilot Mountain project. We have no proven or probable mineral reserves as defined under Subpart 1300 of Regulation S-K. Any potential future production would depend on our ability to: (i) complete additional drilling and technical work to improve confidence in existing mineral resources, (ii) identify additional mineralized material through further exploration and (iii) demonstrate, through more advanced technical studies, that mineral reserves can be established. There is no assurance that any of these steps will be successful, or that our Pilot Mountain project, or any of our other projects, will ever support the declaration of mineral reserves.

Mineral resource estimates inherently involve uncertainty. Assumptions used by the qualified person to declare mineral resources may prove incorrect, or conditions may change with respect to operating or capital costs, metallurgical recoveries, product values, or other technical and economic factors. If the underlying assumptions used in preparing the mineral resource estimate for Pilot Mountain prove inaccurate, or if economic or technical conditions change, the mineral resources may be materially reduced, reclassified or rendered uneconomic and our ability to advance the project could be adversely affected.

There is no assurance that our exploration programs will result in the discovery of additional mineralization or that any existing or future mineral resources will ever be converted into mineral reserves.

Delays in the performance of any of the contractors, suppliers, consultants or other persons on which we are dependent in connection with our exploration, evaluation and potential construction activities, delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms or termination of any existing or future required approvals or permits, or a delay or failure in connection with the completion and successful operation of the operational elements of any future mining operations could delay or prevent such projects from advancing to production.

The successful advancement of our projects through exploration to engineering and into construction and eventual production, including the development of the Pilot Mountain and Tempiute tungsten projects, is subject to a number of factors, including the availability and performance of engineering and construction contractors, mining contractors, suppliers and consultants, the receipt and maintenance of required governmental approvals and permits in connection with the development of mining facilities, the conduct of mining operations (including the receipt and maintenance of environmental permits) and the successful construction and operation of key infrastructure, such as ore passes, among other operational elements. Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which we are dependent in connection with our development activities, delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms, or the termination of any required approvals or permits, or a delay in or failure in connection with the completion and successful

 

20

 

operation of the operational elements of any future mining operations could delay or prevent such projects from advancing to production.

There can be no assurance that any of our current or future exploration, development or production plans will be successful, that we will be able to obtain sufficient funds to finance exploration, development or production activities, that personnel and equipment will be available in a timely manner or on reasonable terms to successfully advance or complete such projects, that we will be able to obtain all necessary governmental approvals and permits or that the development and potential operating costs associated with the advancement of our projects will not be significantly higher than anticipated by us. Any of the foregoing factors could delay or prevent such projects from advancing to production, which in turn could adversely impact our operations and financial condition.

Our projects have no relevant operating history upon which to base estimates of future cash flow and may not be commercially viable.

Our projects have no relevant operating history upon which to base estimates of future cash flow. The Pilot Mountain project had small-scale production in the 1940s and the Tempiute project had production from the early 1900s up to the 1980s. The records of production and costs are not current enough to base estimates of future cash flow upon. In addition, historical production at Tempiute was largely from underground mining, whereas we are focused on open-pit potential resources. We are also looking at the potential of unrecovered metal in the tailings left from previous production at Tempiute. The capital expenditures and time required to develop our exploration projects into operating mines are considerable and changes in costs or construction schedules may affect project economics. Thus, it is possible that actual costs may change significantly and economic returns may differ materially from our estimates.

Commercial viability of a future mining project is predicated on many factors such as estimation of mineral resources (and their eventual conversion into reserves), anticipated metallurgical recoveries, environmental considerations, permitting and anticipated capital and operating costs, as well as available capital to develop such project. Any mineral resources estimated in technical assessments may not be realized or converted into reserves, and the level of future metal prices needed to ensure commercial viability may not materialize. Development projects are subject to the completion of successful feasibility studies and environmental assessments, issuance of necessary governmental permits and availability of adequate financing. Development projects are uncertain and it is possible that actual capital and operating costs and economic returns will differ significantly from those estimated. Consequently, there is a risk that future projects may be subject to write-down and/or closure as they may not be commercially viable.

We have negative cash flows from our operations.

For the six months ended December 31, 2025 and the fiscal year ended June 30, 2025, we sustained net losses from operations and had a negative operating cash flow of $2.5 million and $1.1 million, respectively, compared to negative operating cash flow of $1.4 million for the six months ended December 31, 2024 and negative operating cash flow of $0.7 million for the fiscal year ended June 30, 2024. As of December 31, 2025 and June 30, 2025, we had cash and cash equivalents of approximately $10.6 million and $1.9 million, respectively and accumulated losses of approximately $13.2 million and $8.4 million, respectively. We have had negative operating cash flows in prior periods and may continue to do so and we will need to use available cash, including proceeds from this offering, to fund any such negative cash flow.

We anticipate that the Company will remain cash flow negative for several years. The generation of positive cash flow from operations will depend on the successful development and commencement of production at the Pilot Mountain and Tempiute tungsten projects and any delay in bringing these projects into production would extend the period during which we remain cash flow negative. We may, in the future, seek further financing through long-term debt from financial institutions, debt or equity financing though capital markets, or private placements. The availability of this capital is subject to general economic conditions and lender and investor interest in our projects and there can be no assurance that additional capital or financing will be available if needed or that, if available, the terms of such financings will be acceptable to us. Any changes in these estimates or adverse developments in the availability of capital could materially impact our financial performance and results of operations.

 

21

 

Our business and ability to advance our projects may be negatively affected by global financial conditions.

Global financial conditions continue to be characterized as volatile, including elevated inflation in mining inputs (labor, fuel, electricity, reagents, equipment and contractor services). Persistent input cost inflation or shortages in Nevada or other regions where we may operate due to local or global financial conditions could increase our capital and operating costs, extend schedules and adversely affect project economics. In recent years, global markets have been adversely impacted by various credit crises, significant fluctuations in fuel and energy costs and metals prices, inflation, geopolitical conflict and health pandemics. Many industries, including the mining industry, have been impacted by these market conditions, which have contributed to increased economic uncertainty, higher capital costs and, for pre-production companies like ours, potentially reduced access to financing. These factors have increased the risk of disruption to global trade flows and supply chains, including availability and lead times for mining and processing equipment.

Further, global financial conditions remain subject to sudden and rapid destabilizations in response to future events, as government authorities may have limited resources to respond to future crises. Global economic uncertainty, disruptions to global trade flows and supply chains and continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to tariffs, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates may adversely affect our ability to secure project financing, maintain exploration and development timelines and advance our projects toward production.

Future crises may be precipitated by any number of causes, including natural disasters, geopolitical conflict or instability, changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid destabilization of global supply chains or economic conditions, it may result in a material adverse effect on commodity prices, demand for metals, including tungsten, availability of credit, investor confidence and general financial market liquidity, all of which may adversely affect our ability to fund and advance our projects and the market price of our securities.

Foreign currency exchange rate fluctuations could adversely affect our operating costs, capital expenditures and results of operations.

A portion of our monetary assets and liabilities, including cash and cash equivalents, receivables and payables, as well as certain income and expense items such as operating expenses and capital expenditures, are and are expected to continue to be, denominated in currencies other than the U.S. dollar, principally the pound sterling. We hold significant amounts of cash from time to time in pounds sterling and a depreciation of this currency against the U.S. dollar could adversely affect our results of operations and our ability to advance our projects in the United States. Fluctuations in exchange rates between the U.S. dollar could result in significant changes to our reported financial position and results, which may not be offset by corresponding changes in revenues. From time to time, we may use hedging arrangements, such as forward currency contracts, to manage foreign exchange exposure; however, these activities may be limited in scope and may not fully offset the impact of currency movements. As disclosed in Note 17 to our annual consolidated financial statements and under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” a 10% strengthening or weakening of sterling against the U.S. dollar would have a measurable impact on our profit or loss and equity. Any substantial or prolonged change in currency exchange rates could therefore have a material adverse effect on our business, financial condition and results of operations.

Disruption to current trade practices could have a material impact on our ability to procure inputs and equipment for our operations and projects, and, in the future, market our products.

Access to markets for any tungsten products we may produce in the future and our ability to procure inputs and equipment required for our projects and operations may be subject to interruptions or trade barriers due to policies and tariffs or import/export restrictions of individual countries. Any tungsten products we may sell in the future could be subject to tariffs or other trade measures that do not apply to producers in certain other jurisdictions, potentially affecting the competitiveness of our products and our ability to access certain markets.

 

22

 

Geopolitical tensions and trade disputes, particularly those affecting China, Europe and the United States, may impact the availability and pricing of tungsten. For example, in late 2024 and continuing into 2025, China instituted and expanded restrictions on exports of critical minerals, including tungsten, to the United States. Although China has since rolled back a number of restrictions, restrictions on tungsten exports are still in place and negotiations between the United States and China are ongoing. With China accounting for a significant share of global tungsten supply, any changes in laws and regulations, export or import restrictions, tariffs or sanctions, or any perpetuation or escalation of any existing restrictions, tariffs or sanctions, could create volatility in the market and affect both the cost of inputs we require for our projects and the price environment for tungsten.

The recent and evolving introduction and removal of various tariffs and reciprocal trade measures between major economies, including the United States, China and the European Union has destabilized trade practices. For example, on April 2, 2025, the United States government announced that a 10% base tariff will be applied to all imports to the United States effective April 5, 2025, subject to limited exceptions for Mexico and Canada and that almost 60 countries will, in lieu of the 10% base tariff, be assigned higher reciprocal tariffs on imports that extend as high as 50%, effective April 9, 2025. Most of the reciprocal tariffs were later suspended and replaced by a base tariff of 10% for a period of 90 days. It remains uncertain to what extent such tariffs or restrictions may be reimposed or expanded in the future. Tariffs and any additional changes in U.S. trade policy could result in one or more other jurisdictions adopting responsive trade policies. The adoption and expansion of trade restrictions, the occurrence of a trade war or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact us and the global economy.

The imposition of any tariff on tungsten ore, concentrates, oxide and related materials produced and sold by us may adversely affect our business, financial condition and results of operations. In addition, tariffs on the import of critical equipment or materials required for either the capital development or operating phases of our projects could materially increase our capital or operating costs. Elevated tariffs could also limit the supply or availability of such equipment or materials, which may have a material adverse impact on our business.

Changes in geopolitical conditions, including a reduction or reversal of current trade restrictions and critical-minerals policies, could materially reduce the strategic importance of domestic tungsten projects like ours and adversely affect our business.

Our business strategy is premised in part on the current geopolitical and national-security environment, including ongoing trade tensions between the United States and China, China’s restrictions on exports of certain strategic minerals and U.S. government policies aimed at strengthening domestic supply chains for critical minerals. These developments have increased interest in and potential support for U.S.-based tungsten projects such as ours.

There is no assurance that these conditions will continue. Any improvement or de-escalation in U.S.-China relations, a reduction or removal of tariffs or export controls or a shift in U.S. government priorities regarding access to critical minerals could lessen or eliminate the perceived strategic value of domestic tungsten production. Similarly, if China were to resume or expand exports of tungsten or other related materials, global supply and pricing dynamics could change materially, which could reduce the demand for U.S. domestic tungsten production.

In addition, the U.S. Department of War and other federal agencies may decide not to continue, or may significantly reduce, efforts to promote domestic critical-minerals development. If government interest or policy support for domestic tungsten projects declines, our ability to attract financing, secure commercial partnerships or advance the development of our projects could be adversely affected. These developments could have a material negative impact on our business, prospects and the potential economic viability of our projects.

Increases in production costs may adversely affect our business.

Changes in our production costs could have a major impact on our profitability. Our principal production expenses are contractor costs, equipment, materials, personnel costs and energy. Changes in

 

23

 

costs at any of our current or future mining and processing operations could occur as a result of unforeseen events, including international and local economic and political events, weather and climate conditions, increases in the costs of explosives, oil, steel, reagents, power supply and other consumables, union demands and scarcity of labor and could result in changes in profitability or reserve or resource estimates. Many of these factors may be beyond our control. For example, the availability of grid power in Nevada in the near term remains uncertain. Any delays in the delivery of grid power could significantly and adversely affect our ability to develop and operate mining projects, including Pilot Mountain and Tempiute and our financial condition and results of operations.

We rely on third-party suppliers for equipment hire and for a number of raw materials, including but not limited to fuel and, if we proceed to scale and advance towards production operations, steel and reagents. Any material increases in the cost of equipment hire or raw materials, or our inability to source viable and economic alternative third-party suppliers for the supply of our equipment and raw materials, could have a materially adverse effect on our results of operations or financial position.

We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs.

In order to fund the costs associated with the exploration, development, mining and processing of minerals from our properties and our mine plans and to meet expected future obligations, we may, from time to time, be required to obtain additional financing. Given that our Pilot Mountain and Tempiute projects are currently in the exploration-stage and are not generating operating cash flows, our ability to fund such activities will depend heavily on access to external financing. Although we recently raised approximately $21 million in aggregate gross proceeds through a private placement of ordinary shares and received a $6.2 million award from the U.S. Department of War, we expect that we will continue to incur significant expenditures and may require additional capital in future periods to advance feasibility and construction. Metal prices, environmental rehabilitation and restitution, revenue and income taxes, transportation and other operating costs, working capital needs, capital expenditures and geological results are also factors which may have an impact on the amount of additional financing that may be required.

Equity and debt markets are subject to significant volatility and because the Pilot Mountain and Tempiute projects have no recent production history, obtaining financing may be more difficult. In addition, tungsten prices are reported only in weekly quotations rather than through continuous live markets and this relative lack of transparency may make financing our projects more challenging compared to other metals with more liquid markets. Further, debt financing, if available, may also impose certain restrictions on our operating activities or include financial covenants, such as accompanying tungsten hedging requirements and minimum liquidity levels, or restrict our ability to enter into additional financing arrangements. There is no guarantee that such equity or debt financing will be available to us or that these financings would be obtained on terms favorable to us. Any inability to secure financing on favorable terms or at all may adversely affect our business and financial position and may result in a delay or indefinite postponement of exploration, development or production of any or all of our properties, or even a loss of exploration or development rights.

See “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations — Liquidity and Capital Resources.”

If we incur indebtedness in the future, we may be subject to restrictive covenants and security arrangements that could limit our operational and financial flexibility and a default could have a material adverse effect on our business.

Any debt financing we obtain in the future may contain covenants that impose restrictions on our operations, such as limitations on additional indebtedness, liens, asset sales, investments, acquisitions, dividends, share repurchases or other distributions, as well as requirements to maintain certain financial ratios or other performance metrics. These restrictive covenants could restrict our ability to pursue strategic opportunities, respond to changing market conditions or fund necessary capital expenditures and could place us at a competitive disadvantage relative to peers not subject to such restrictions.

If our indebtedness is secured by some or all of our assets, including our mineral properties, a default under the relevant financing agreements could result in the lender foreclosing on the collateral, which could

 

24

 

include our most significant operating assets. In the event of a default, lenders may accelerate repayment of outstanding amounts and exercise remedies that could materially and adversely affect our financial condition and ability to continue as a going concern. Even if we are able to comply with these restrictive covenants, the need to monitor and manage compliance could divert management attention from operations. There can be no assurance that we will be able to meet any future debt service obligations or comply with restrictive covenants in any future debt instruments and any failure to do so could have a material adverse effect on our business, financial condition and results of operations.

We are subject to costs and risks associated with increased or changing laws and regulations affecting our business, including the need to obtain government permits, consents and licenses.

Exploration, development and mining activities are subject to laws and regulations governing health and work safety, employment standards, environmental matters, social matters, mine development, prospecting, mineral production, exports, taxes, labor standards, reclamation obligations and other matters. In Nevada, where our Pilot Mountain and Tempiute projects are located, our operations are also subject to U.S. federal laws as well as permitting requirements administered by the Nevada Division of Environmental Protection (“NDEP”) and the federal Bureau of Land Management (“BLM”). For example, development of the Pilot Mountain project will require a Plan of Operations (“PoO”) and related Environmental Assessment (“EA”) from the BLM, as well as applicable NDEP permits (including water pollution control, reclamation and air quality permits, as required). Future changes in applicable laws, regulations, agreements or changes in their enforcement or regulatory interpretation could result in changes in the legal requirements or in the terms of permits and agreements applicable to us or our properties, which could have a material adverse impact on our operations, including our exploration programs and future development projects. Although recent Executive Orders, including numerous issued in 2025 relating to energy security, critical-mineral production and supply chain resilience, have emphasized federal priorities to strengthen domestic critical-minerals development, there can be no assurance that such priorities will continue.

Our projects are subject to review and permitting by both the Nevada Department of Environmental Protection and federal authorities. Obtaining necessary permits and licenses can be a complex, time consuming process and there can be no assurance that required permits will be obtainable on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict us from proceeding with the development of an exploration project or the operation or further development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations or material fines, administrative or legal proceedings brought by governmental agencies or other third parties, penalties or other liabilities, which could have an adverse effect on our business, financial condition or results of operation.

We are also subject to laws and regulations and acts by authorities related to environmental protection, health and safety, cultural and natural resource protection, water usage and reclamation that may limit or modify our exploration and development plans or impact our work programs, production volumes, costs and any future reserves and resources. For example, we acquired key water rights at Pilot Mountain; however, additional approvals may be required as projects advance. The Pilot Mountain and Tempiute projects will require an approved PoO, environmental assessments and reclamation bonding before construction can commence. The Company has filed a PoO for the Pilot Mountain project for exploration and pre-feasibility work to expand the disturbed land area in connection with drilling and related activities. The PoO and the related EA are currently under review with federal and state regulators. There can be no assurance that the PoO or the EA will be accepted as submitted, or that they will not be significantly modified in a manner that could delay or prevent the planned works or the quality of our potential reserves or resources.

For any future mine development contemplated by the ongoing pre-feasibility study, the Company will be required to submit additional filings to federal and state agencies, including an updated PoO and EA, or potentially a more expansive Environmental Impact Statement. There can be no assurance that any such filings will result in the required approvals to advance the projects as planned, or at all.

Disagreements with local communities and other stakeholders could adversely impact our business and reputation.

As a mining business, we may come under pressure in the jurisdictions in which we operate, or will operate in the future, to demonstrate that (i) other stakeholders (including employees, communities

 

25

 

surrounding our operations and the countries in which we operate) benefit and will continue to benefit from our commercial activities and/or (ii) we operate in a manner that will minimize any potential damage or disruption to the interests of those stakeholders. We may face opposition with respect to our current and future development, exploration and operation of projects and mines, which could materially adversely affect our business, results of operations and financial condition. Further, certain non-governmental organizations are often critical of the mining industry and related practices, including the use of hazardous substances in processing activities. The adverse publicity generated by these organizations or others related to extractive industries generally, or to our operations specifically, could negatively impact our reputation, financial condition and relationships with the communities in which we operate or our stakeholders generally. They may engage in protests or bring administrative or legal proceedings to object to the issuance of required permits, require environmental reviews or seek damages. These actions may be related not only to current activities, but also the historic mining activities of previous owners. Any such opposition, criticism, adverse publicity protests or proceeding could adversely affect us and result in the potential loss of our rights or failure of our projects.

Our business could be adversely affected by the failure or unavailability of certain critical assets or infrastructure.

Mining, processing, development and exploration activities depend on access to and an ability to maintain adequate and reliable infrastructure, including roads, railways, power sources and water supply. If the required infrastructure is not readily available, it may have to be built and there is no assurance that it can be built in a timely manner or at all. There is no assurance that we can access and maintain the infrastructure needed, or, where necessary, obtain rights of way, government authorizations and permits to construct or upgrade the same at a reasonable cost, in a timely manner, or at all. Access to infrastructure may also be interrupted by natural causes, such as drought, floods, earthquakes, landslides and other weather phenomena, or man-made causes, such as blockades, sabotage, conflicts, government issues, political events, protests, rationing or competing uses, as well as global pandemics. Inadequate, inconsistent or costly infrastructure could compromise many aspects of the project’s feasibility, viability and profitability, including, but not limited to the construction schedule, capital and operating costs.

In Nevada, our projects are located in remote areas and depend on the availability and maintenance of access roads, power lines and water infrastructure. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our business, financial condition and results of operations. NVEnergy, the electricity utility serving the area of the Pilot Mountain project, has indicated that it could take five years or more to deliver grid power to the site. As a result, alternative power sources will need to be evaluated for our Nevada projects, which may significantly increase potential operating costs or delay or prevent advancement. At the Tempiute project, although a power substation is located on the property, the condition, capacity and timing of any connection to key property infrastructure are uncertain and may require significant upgrades, so the availability of electricity from the grid may present a significant issue that could delay or prevent the advancement of the project. Changes in the quantity of water in regions where we operate, whether excessive or deficient amounts, may affect exploration and development activities, mining and processing operations, water management and treatment facilities, tailings storage facilities, closure and reclamation efforts and may increase levels of dust in dry conditions and land erosion and slope stability in case of prolonged wet conditions. Water shortages may also result from environmental and climate events that are out of our control and ability to manage. For example, inadequate rainfall or the occurrence of drought may stop operations, which could materially affect production. Conversely, excessive rainfall or flooding may also result in operational difficulties, including geotechnical instability, increased dewatering demands and additional water management requirements. In addition, we cannot predict the potential outcome of pending or future legal proceedings or negotiations related to water rights, claims, contracts and uses, which may impact our operations. The loss of water rights, in whole or in part, or shortages of water to which we have established rights, could impact existing operations or prevent future exploration. Further, laws and regulations may be introduced in the jurisdictions in which we operate that could limit our access to sufficient water resources. Additionally, failure to manage water discharge or contamination risks could lead to environmental liabilities and reputational damage.

 

26

 

Concessions, authorizations, licenses and permits are subject to expiration, limitation on renewal and various other risks and uncertainties.

Our operations and exploration activities depend on permits, approvals and licenses from governmental regulatory agencies and other authorities (including federal agencies such as BLM, state agencies and county authorities) in the jurisdictions in which we operate. Our Pilot Mountain project currently consists of unpatented mining claims located on land managed by the BLM and we conduct exploration and early development work there through our U.S. subsidiaries. Our Tempiute project, by contrast, consists of both patented claims and unpatented mineral claims. We are subject to laws and regulations that can change at any time and changes in laws and regulations may require modifications to our plans and operations and result in unanticipated capital expenditures. We are also exposed to political and regulatory risk in our relationship with governmental and regulatory authorities that issue these permits and approvals.

Apart from unpatented mining claims, we may need to obtain various federal, state and county authorizations, licenses and permits from governmental or other regulatory bodies in connection with the planning, maintenance, operation and closure of our projects, which may be subject to fixed expiration dates or periodic review or renewal. There is no assurance that renewals will be granted as and when sought and there is no assurance that new conditions will not be imposed in connection with renewal. In addition, failure to comply with applicable laws and regulations, including failure to pay annual BLM and county claim maintenance fees, may invalidate title to mineral rights held by us.

If so, the costs of holding or renewing our unpatented mining claims and other approvals may render our business objectives unviable. Accordingly, we need to continually assess the economic and technical potential of each project to determine if the costs of maintaining the claims and permits are justified by the results of operations to date and we might elect to let some of our claims lapse. There can be no assurance that permits and approvals will be obtained on terms favorable to us, or at all, for our future intended exploration or development targets.

We are also subject to laws and regulations and acts by authorities, related to dams, caves, Indigenous People and Traditional Communities that may limit or modify our mining plans, impact our production volumes, costs and reserves and resources.

Our business faces uncertainties and risks relating to the development of its Pilot Mountain and Tempiute tungsten projects.

Our ability to achieve tungsten production in the future is dependent on the successful development of the Pilot Mountain and Tempiute tungsten projects. Pilot Mountain is in the advanced exploration and pre-feasibility study stage and Tempiute is a historic producing tungsten mine where drilling is underway as of H1 2026. There are many risks and unknowns inherent in all projects. For example, the economic feasibility of projects is based upon many factors, including:

•

the accuracy of the resource estimates;

​

•

metallurgical recoveries from scoping work at Pilot and historical records at Tempiute;

​

•

capital and operating costs of such projects;

​

•

the timetables for the construction, commissioning and ramp-up of such projects and any delays or interruptions;

​

•

the reliability of construction designs and accuracy of engineering;

​

•

changes in scope;

​

•

the ability to manage large-scale construction;

​

•

the future prices of commodities, including tungsten, to which our projects’ economics are highly sensitive; and

​

•

changes and restrictions from new or current environmental rules as they apply to the planned projects.

​

 

27

 

Unforeseen circumstances, including those related to the amount and nature of the mineralization at the development site, technological impediments to extraction and processing, legal requirements, governmental intervention, infrastructure limitations, transport issues, environmental issues and local community relations or other events, could result in the development of the Pilot Mountain and Tempiute tungsten projects becoming impractical or uneconomic. Further, actual costs and economic returns may differ materially from our estimates, or we may fail or be delayed in obtaining the governmental permits and approvals necessary in connection with the projects, in which case, the projects may not proceed either on their anticipated timing or at all.

Frequently, new and/or expanded mining operations experience unexpected problems during the start-up phase and delays can often occur prior to production reaching its expected steady state levels. We may also experience actual capital and operating costs and operating results that differ materially from those anticipated. In addition, experience from actual mining or processing operations may identify new or unexpected conditions that could reduce production below, or increase capital or operating costs above, current estimates. Accordingly, we cannot provide assurance that our activities will result in profitable mining operations at the Pilot Mountain and Tempiute tungsten projects.

The development of the Pilot Mountain project is assisted by a $6.2 million award from the U.S. Department of War, which is milestone-based and earmarked for specific feasibility and pre-development activities. Reimbursement to the Company of certain exploration and engineering costs on the project is contingent on meeting agreed milestones and delays or failures in doing so could jeopardize this funding. We expect to fund the planned pre-feasibility study from cash on hand, including amounts received under the award. We have not yet secured the additional financing required to complete the detailed engineering, permitting and development of the Pilot Mountain project. Current expenditures relating to the Tempiute tungsten project are minimal. We expect to fund exploration work and initial scoping and engineering activities at Tempiute from available cash resources and a portion of the net proceeds of this offering, as described under “Use of Proceeds.”

The development and operation of the Pilot Mountain and Tempiute tungsten projects are subject to obtaining and maintaining various permits, licenses and regulatory approvals from local, regional and national authorities, including federal permits from the BLM for activities on unpatented mining claims and related annual BLM maintenance fees and filings, as well as state environmental approvals. The permitting process can be lengthy, complex and subject to change and there is no guarantee that all necessary approvals will be obtained in a timely manner or at all.

Cyberattacks, including unauthorized disclosure, destruction or modification of data through cybersecurity breaches, computer viruses or otherwise may adversely affect our business and reputation.

We are reliant on the continuous and uninterrupted operations of our information technology systems, including our networks, equipment, hardware, software, telecommunications and other information technology (collectively, “IT Systems”) and the IT Systems of our vendors and third-party service providers, to operate our business. User access and security of all IT Systems are critical elements to our operations. Our operations depend, in part, on how well we and our suppliers protect IT Systems against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. These risks are evolving as IT Systems and cyberattacks or breaches become more sophisticated and prevalent. These cyberattacks are also becoming increasingly sophisticated through the use of artificial intelligence and machine learning tools and tactics and are often well-funded, including in some cases by state sponsors. These disruptions may also occur for non-malicious reasons, such as the widespread server-related outages caused by CrowdStrike’s defective software update in July 2024. Any IT System’s failure pertaining to availability, access or system security could result in disruption for personnel and could adversely affect our reputation, operations or financial performance.

Our operations also depend on the timely maintenance, upgrade and replacement of IT Systems, as well as pre-emptive expenses to mitigate the risks of failures. Increasingly, the operating and control systems at our projects rely on IT Systems to monitor ongoing operations and optimize performance. Our financial control and accounting systems depend on our IT Systems and our workforce increasingly works remotely, which has further increased our reliance on our IT Systems and associated risks. Adoption of new

 

28

 

technology that promotes operational efficiency, such as the use of artificial intelligence, fleet electrification and autonomous vehicles, may further expose our IT Systems to risk. As our use of IT Systems increases and evolves and cybersecurity attacks become more sophisticated or pervasive, we may have to incur significant costs to upgrade our IT Systems to protect against any failures. New or improved IT Systems that we procure may have defects, not be installed properly or not integrate with our other IT Systems.

Our IT Systems could be compromised by unauthorized parties attempting to extract sensitive, confidential or personal information, corrupting information or disrupting business processes or by inadvertent or intentional actions by our employees or vendors. A cybersecurity incident (including system-encrypting ransomware) resulting in a security breach or failure to identify a security threat could disrupt our business and could result in the loss of sensitive, confidential or personal information or other assets, as well as litigation, regulatory enforcement, violation of privacy and security laws and regulations and remediation costs.

The occurrence of one or more IT System’s failure could have effects including damage to our equipment, operational delays, loss or corruption of data, compromise of confidential or otherwise protected information, delay in the delivery of supplies and services, increased health and safety risks, increases in capital expenditures, loss of production, accidental discharge of regulated materials, expensive remediation efforts, distraction of management, damage to our reputation and events of non-compliance, which could lead to regulatory fines or penalties, or ransom payments. Any of the foregoing could have a material adverse effect on our results of operations and financial performance.

Although to date we have not experienced any material losses relating to cyberattacks or other information security breaches, there can be no assurance that we will not incur such losses in the future. Because critical minerals are considered strategically important in the United States, companies involved in their exploration and development may attract heightened attention from threat actors and our operations may face an elevated risk of cyberattacks compared to other mining companies. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Mining operations involve significant hazards and a high degree of risk.

Our exploration, development and mining operations are subject to significant risks inherent to the mining industry, some of which are beyond our control. Such risks include, but are not limited to, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding, pit wall failure and other conditions involved in the drilling, blasting, mining and processing of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage, delays, suspensions or permanent cessation of activities, monetary losses and possible legal liability. Although we believe adequate precautions to minimize risk are being taken, mineral-process operations are subject to hazards such as fire, equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability.

In addition, from time to time, we may be subject to governmental investigations and claims and litigation filed on behalf of persons who are harmed while at our properties or otherwise in connection with our operations. To the extent that we are subject to personal injury or other claims or lawsuits in the future, it may not be possible to predict the ultimate outcome of these claims and lawsuits due to the nature of personal injury litigation. Similarly, if we are subject to governmental investigations or proceedings, we may incur significant penalties and fines and enforcement actions against us could result in the closing of certain of our mining operations. If claims and lawsuits or governmental investigations or proceedings are ultimately resolved against us, it could have a material adverse effect on our financial performance, financial position and results of operations. Also, if we mine on property without the appropriate licenses and approvals, we could incur liability or our operations could be suspended.

 

29

 

Our business is exposed to the cyclicality of global economic activity.

Our business, financial performance and results of operations are significantly affected by the market prices and demand for the metals we are developing and expect to produce in the future, particularly tungsten from our Pilot Mountain and Tempiute projects, which in turn is driven by a wide variety of cyclical global macroeconomic factors.

Historically, prices and demand for metals have been subject to wide fluctuations which can be material and can occur over short periods of time and are affected by numerous factors beyond our control, including the cyclicality of consumer and industrial consumption. We cannot predict whether and to what extent metal prices and demand will rise or fall in the future. An increase in the production of metals worldwide or changes in, among other things, technology, industrial processes or consumer habits, including increased demand for substitute materials, may decrease the demand for these metals.

A fall in demand, resulting from economic downturns or other factors, could also decrease the volume of metals that are able to sell once in production and, therefore, materially adversely impact our results of operations and financial position.

Future declines in tungsten prices could have an adverse impact on our results of operations and financial position and we may consider curtailing, modifying or discontinuing certain exploration, development or production operations. In addition, we may not be able to adjust production volume in a timely or cost-efficient manner in response to sustained changes in tungsten prices.

Lower utilization of capacity during periods of weak prices may expose us to higher unit production costs since a significant portion of our cost structure is fixed in the short-term due to the high capital intensity of mining operations. If tungsten prices drop significantly, the economic prospects of the Pilot Mountain, Tempiute or any other tungsten projects we may acquire or develop could be significantly reduced or rendered uneconomic.

Low tungsten prices would affect our liquidity and ability to raise equity capital and borrow for any future mine development. If these conditions persist for an extended period, we may have to look for other sources of cash. Conversely, during periods of high demand, our ability to rapidly increase production capacity is limited, which could prevent us from meeting demand for our products and make acquiring long lead capital items more challenging and expensive.

Our business is subject to health, safety and environmental laws and regulations and concessions, authorizations, licenses and permits are subject to expiration, suspension, limitation on renewal and various other risks and uncertainties.

Environmental laws and regulations may affect us. These laws and regulations set various standards regulating environmental quality, natural resources, reclamation and workplace health and safety. These laws and regulations are administered and enforced by a number of governmental authorities, such as the U.S. Environmental Protection Agency, the U.S. Mine Safety and Health Administration, the BLM, the Nevada Bureau of Mining Regulation and Reclamation and the NDEP. We may incur substantial costs to maintain compliance with environmental, health and safety laws and regulations and such costs could increase if existing laws and regulations are revised or reinterpreted or if new laws or regulations become applicable to our operations. Failure to comply with these environmental, health and safety laws and regulations may result in the orders suspending or restricting our operations, administrative civil or criminal liabilities, injunctions, third-party property damage or personal injury claims, investigatory cleanup or other remedial obligations, or other adverse effects on our business, financial condition or operations. Current and future legislative, regulatory and judicial action could result in changes to operating permits, material changes in operations and increased capital and operating expenditures, among others.

These laws and regulations require us to obtain federal and state permits and approvals for our operations and projects, including, for example, an approved PoO, environmental assessments, environmental impact statements and reclamation bonding for the Pilot Mountain and Tempiute projects. The Company has filed for such a plan for the Pilot Mountain project to expand the disturbed land area in connection with drilling and related activities. The PoO and the related EA are currently under review with federal and state regulators. We also expect that any future exploration or development activities at our Tempiute project would

 

30

 

require obtaining additional federal and/or state permits and approvals and may be subject to further environmental review. These permits and approvals are often necessary to start construction, continue operations or in connection with significant changes in existing operations. Our permits may be suspended or revoked in connection with violations of permit conditions or applicable environmental, health and safety laws and regulations, the impact of our operations on the environment or changes in the nature and scope of our activities. 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 authorities. We may not be able to obtain or renew licenses or permits that are necessary to our operations, or the cost to obtain or renew licenses or permits may exceed what we believe we can recover from the property. Any unexpected delays or costs associated with the licensing or permitting process could delay the exploration or development or impede the operation of any of our projects, which could adversely impact our operations and profitability.

Certain environmental laws, such as the federal Comprehensive Environmental Response, Compensation and Liability Act, impose strict, joint and several liability for costs to investigate, remediate and restore sites where hazardous substances have been stored or released, including sites subject to legacy contamination. We may be required to investigate or remediate contaminated properties currently or formerly owned or operated by us or third-party sites at which waste materials we generated were disposed, regardless of whether such contamination resulted from our actions or from the conduct of others. Additionally, claims for damages to persons or property, including damages to natural resources, may result from the environmental, health and safety impacts of our operations.

In addition, mining is subject to potential risks and accidents that could result in serious injury or death to employees or members of our human capital. The impact of any such accidents and liabilities could affect the profitability of our operations, cause an interruption to operations, lead to a loss of permits or licenses, affect our reputation and our ability to obtain further permits or licenses, damage community and stakeholder relations and reduce our perceived appeal as an employer.

Substantial and increasingly intense competition may harm our business.

The mineral exploration, development and production industry is intensely competitive in all of its phases and we must compete in all aspects of our operations with a substantial number of large established mining companies, as well as mid-tier and junior miners and exploration 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 greater ability than us to withstand losses.

Many of these companies currently have greater resources than we do to be able to identify and evaluate prospective mineral projects or titles and often have greater financial resources to be able to pursue their acquisition. In addition, we also encounter competition for the hiring of key personnel whether as employees, consultants or other service providers. The mineral exploration and mining industry is currently facing a shortage of experienced mining professionals. Moreover, the demand for exploration equipment (including drilling rigs), technical consultants and assay labs is very high and such personnel and services may not be available, or if they are, at costs that are greater than expected resulting in an increase in our costs. This competition affects us by increasing the time and cost to conduct exploration activities.

There is also a limited supply of desirable mineral properties available for claim staking, leasing, exploration or acquisition in the areas where we operate, such as Nevada and in other jurisdictions where we may contemplate conducting activities. Many companies and individuals are engaged in the mining business and, as a result, the competition for these properties is intense. We may be at a competitive disadvantage in acquiring ore, talent or mining properties, as we must compete with these companies and individuals, some of which may have greater financial resources and larger technical staff than us or be able to leverage synergies that are not available to us.

Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies or devote greater resources to the expansion 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, there can be no assurance that we will be able to compete successfully for new mining properties.

 

31

 

As global efforts to reduce dependency on Chinese tungsten increase and Chinese export bans come into effect, competition among non-Chinese producers and new entrants into the tungsten supply chain may also intensify. This new competitive dynamic could impact pricing, market share and long-term profitability. Failure to maintain cost competitiveness or secure strategic partnerships may adversely affect our market position.

See “Business — Competitive Environment.”

If we lose key personnel, our business, financial condition and results of operations may be adversely affected.

Our business is dependent on retaining the services of our key management personnel with a variety of skills and experience, including in relation to the development and operation of our projects in Nevada and any other jurisdictions in which we may operate in the future. Our success is and will continue to be dependent to a significant extent on the expertise and experience of our directors and senior management. The loss of the services of key personnel could have a materially adverse effect on our business. Our success will also depend to a significant degree upon the contributions of qualified technical personnel and our ability to attract and retain highly skilled personnel. Competition for such personnel is significant. Any inability to attract and retain these people could have a material adverse effect on our business and operations.

Labor disputes may disrupt our operations from time to time.

Production at our mining operations and development projects is dependent upon the efforts of our employees and our operations would be adversely affected if we fail to maintain satisfactory labor relations. Factors such as work slowdowns or stoppages caused by the attempted unionization of operations and difficulties in recruiting qualified miners and hiring and training new miners in Nevada and other jurisdictions where we operate could materially adversely affect our business and results of operations. Such events could reduce production, delay project timelines and result in us not meeting our business objectives.

In addition, relations between us and our employees may be affected by changes in the scheme of labor relations and employment laws introduced by the relevant governmental authorities in whose jurisdictions we carry on business. Changes in such legislation or in the relationship between us and our employees may have a material adverse effect on our business, financial condition and results of operations. Furthermore, we are reliant on the integrity and good conduct of our employees and are subject to the risk that employee misconduct could occur. Although we take precautions to prevent and detect employee misconduct, these precautions may not be effective and we could be exposed to unknown and unmanaged risks or losses, including regulatory sanctions and serious harm to our reputation. Our adoption of the QCA Corporate Governance Code and the Code of Conduct (as defined below), among other governance and compliance policies and processes, may not prevent incidents of theft, dishonesty or other fraudulent behavior nor can we guarantee compliance with legal and regulatory requirements. If material employee misconduct does occur, our business, financial condition and results of operations could be adversely affected.

Our business could be adversely affected by the performance of our counterparties and outside contractors we do not control.

It is common industry practice for certain aspects of mining operations including, but not limited to, drilling, blasting and construction, to be conducted by one or more outside contractors and we may rely on outside contractors for such future activities. We also rely on third parties for certain transportation, logistics, maintenance and sample analysis. Deficient or negligent work, or work not completed in a timely manner, could have a material adverse effect on our business and operations. We are also subject to a number of risks associated with the use of such contractors, including, but not limited to: (a) us having reduced control over the aspects of the operations that are the responsibility of a contractor; (b) failure of the contractor to perform work properly or at a satisfactory level of quality and safety; (c) failure of a contractor to perform under its agreement(s), including, but not limited to, inability to meet the contractual timelines or to otherwise deliver in accordance with the terms of the contract; (d) inability to replace the contractor if the contractual relationship is terminated; (e) interruption of operations in the event the contractor ceases operations as a result of a contractual dispute with us or as a result of insolvency or other unforeseen events (including events of force majeure); (f) failure of the contractor to comply with applicable legal and regulatory requirements; and (g) inadequate contractor cybersecurity program or customer data management

 

32

 

and privacy, exposing us to external attacks or leaking of our confidential information, any of which could have a material adverse effect on our business, financial condition or results of operations.

Our directors and officers are or may become subject to conflicts of interest.

Certain of our directors and officers are or may become associated with other mining and/or mineral exploration and development companies, including entities with current or potential operations in Nevada or in the tungsten sector, which may give rise to conflicts of interest. Directors who have a material interest in any person who is a party to a material contract or a proposed material contract with us are required to disclose that interest and abstain from voting on any resolution to approve such a contract. In addition, directors and officers are required to act honestly and in good faith with a view to our best interests. Further, any failure of our directors or officers to address these conflicts in an appropriate manner or to allocate opportunities that they become aware of to us in accordance with applicable corporate governance policies and relevant laws could have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects.

The acquisition of title to mineral properties is a detailed and time-consuming process and there is no guarantee that title to such mineral properties will not be contested or challenged.

The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to and the area of mineral concessions may be defective or disputed. Although we believe we have taken reasonable measures to ensure proper title to our interests in our properties, there is no guarantee that title to such mineral property interests will not be contested or challenged. Third parties may have unregistered or unknown valid claims underlying portions of our interest, including prior unregistered liens, agreements, transfers, royalties or claims and title may be affected by, among other things, undetected defects. In some cases, title to mineral rights and surface rights has been divided and we may hold only surface rights or only mineral rights over a particular property, which can lead to potential conflict with the holder of the other rights. In the United States, unpatented mining claims are subject to oversight by BLM and require the payment of annual maintenance fees and compliance with other regulatory obligations; failure to meet such requirements could result in loss of title.

Our mineral property interests may be subject to prior unregistered agreements or transfers and ownership may be affected by undetected irregularities. Mining rights may be contested and, if such contest is successful, the development of our assets and/or operations may be adversely affected.

Title insurance is generally not available for mineral properties and our ability to ensure that we have obtained secure claim to individual mineral properties or mining concessions may be severely constrained. We rely on title information and/or representations and warranties provided by our grantors. Any challenge to our title could result in litigation, insurance claims and potential losses, delay the exploration and development of a property and ultimately result in the loss of some or all of our interest in the property. In addition, if we mine on property without the appropriate title, we could incur liability for such activities.

Our insurance policies may not be sufficient to cover all claims.

Our business and operations are subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, catastrophic equipment failures, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes, as well as potential supply chain disruptions and cybersecurity incidents. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although we maintain insurance to protect against certain risks in such amounts as we consider reasonable, our insurance will not cover all the potential risks associated with a mining company’s operations. We may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration, development and production is not generally available to us or to other companies in the

 

33

 

mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards that may not be insured against or that we may elect not to insure against because of premium costs or other reasons. Losses from these events or delays in cash receipt from an insurance claim recovery may cause us to incur significant costs and cash outflows that could have a material adverse effect upon our financial performance and results of operations. In addition, certain policies may include deductibles, exclusions or coverage limitations that could result in us bearing a portion of any loss. The Company carries certain insurance coverage, including for third-party liability and directors’ and officers’ liability, but there can be no assurance that such insurance will be adequate to cover any particular loss or that it will continue to be available on acceptable terms, if at all.

Natural disasters, as well as geotechnical and hydrological conditions, such as landslides, droughts, pit wall failures, tailings dam failures, dry stack tailings failures and rock fragility and climate change may have an adverse effect on our business.

We and the mining industry are facing continued geotechnical challenges, which could adversely impact our production and profitability. Unanticipated adverse geotechnical and hydrological conditions, such as landslides, droughts, pit wall failures, tailings dam failures, dry stack failures and rock fragility may occur in the future and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can be difficult to predict and are often affected by risks and hazards outside of our control, such as severe weather, including extreme heat events and significant rainfall, which may lead to periodic floods, mudslides, wall instability and seismic activity, which may result in slippage of material. There can be no assurance that future weather events will not adversely affect mining and exploration activities at our Nevada projects or at any other locations we may operate in the future. In particular, mining, drilling and exploration activities may be suspended due to poor ground conditions, ore haulage activities may be slowed or delayed as roads may be temporarily flooded and deposits where the host rock is clayish in nature may have to be mined or processed at slower than anticipated rates and/or mixed with lower grade stockpile ore. At certain locations, recoveries may be affected by water availability and quality, which is a material consideration in arid regions such as Nevada. Furthermore, the occurrence of physical climate change events may result in substantial costs to respond to the event and/or recover from the event and to prevent recurrent damage, through either the modification of, or addition to, existing infrastructure at our operations. The scientific community has predicted an increase, over time, in the frequency and severity of extraordinary or catastrophic natural phenomena as a result of climate change. We can provide no assurance that we will be able to predict, respond to, measure, monitor or manage the risks posed as a result.

Geotechnical failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, increased monitoring costs, remediation costs, loss of ore and other impacts, which could cause one or more of our projects to be less profitable than currently anticipated and could result in a material adverse effect on our results of operations and financial position.

Our potential mining and processing operations are, in some instances, energy intensive. While we have initiated numerous processes to reduce our overall environmental impact, we acknowledge climate change as an international and community concern. Physical climate change events and the trend toward more stringent regulations aimed at reducing the effects of climate change could adversely impact our operations, the operations of our supply chain partners, the demand for the minerals produced by our operations, our decisions to pursue future opportunities or maintain existing operations, which could have an adverse effect on our business and future operations. We can provide no assurance that efforts to mitigate the risks of climate change will be effective and that the physical risks of climate change will not have an adverse effect on our operations and profitability. In addition, as climate change is increasingly perceived as an international and community concern, stakeholders may increase demands for emissions reductions and call upon mining companies to better manage their consumption of climate-relevant resources. Such regulatory requirements and stakeholder requests and demands may have an adverse impact on us.

Our business may be adversely affected by increasing environmental, social and governance related legal requirements or stakeholder-driven demands, including pertaining to climate change.

Recent regulatory, compliance and transparency demands on environmental, social and governance (“ESG”) matters by regulatory authorities, investors, financial institutions, insurers and reinsurers, among

 

34

 

others, may represent a challenge for us in terms of transparency, timeliness, veracity and depth of the information revealed. ESG requirements and disclosure expectations differ across jurisdictions and stakeholders and are subject to change over time at the local, state or federal level. ESG is a complex and evolving area of regulatory and stakeholder requirements and our communications or actions in this area may give rise to scrutiny, protests or legal challenges by special interest groups or others. Our disclosures with respect to ESG matters may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Mandatory ESG-related disclosures are also emerging as an area where we may be, or may become, subject to required disclosures in certain jurisdictions and any such mandatory disclosures may similarly necessitate the use of hypothetical, projected or estimated data, some of which is not controlled by us and is inherently subject to imprecision. Disclosures reliant upon such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. Although we may adopt ESG-related targets, we may not be able to meet them in the manner or on such a timeline as initially contemplated and we cannot guarantee that such targets will improve our ESG profile, including, but not limited to, as a result of unforeseen costs or technical difficulties associated with achieving such results. Further, despite any voluntary actions, we may receive pressure from certain investors, lenders, employees or other groups to adopt more aggressive ESG-related targets or policies, but we cannot guarantee that we will be able to implement such targets because of potential costs or technical or operational obstacles. Furthermore, our approach to ESG matters may become the subject of scrutiny by stakeholders that may have divergent or conflicting views regarding ESG or in connection with laws, regulations and policies aimed at restricting or discouraging the consideration of ESG factors by companies, which could adversely affect our reputation, business, financial performance, market access and growth.

Our reputation, as well as our stakeholder relationships, could be adversely impacted as a result of, among other things, any failure to meet our ESG plans or targets or stakeholder perceptions of statements made by us, our employees and executives, agents or other third parties or public pressure from investors or policy groups to change our policies. Furthermore, public statements with respect to ESG matters, such as emission reduction goals, other environmental targets or other commitments addressing certain social issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential ESG benefits. We may face increased litigation risk from private parties and governmental authorities related to our ESG efforts. Additionally, any such alleged claims of greenwashing against us or others in our industry could lead to negative sentiment and the diversion of investment. To the extent that we are unable to respond timely and appropriately to any negative publicity, our reputation could be harmed. Damage to our overall reputation could have a negative impact on our financial results and require additional resources to rebuild our reputation.

In addition, certain governments have introduced or are introducing climate change legislation and treaties at the international, national, state/provincial and local levels. Regulation relating to greenhouse gas emissions (such as carbon taxes) and energy efficiency is becoming more stringent in certain jurisdictions. If these regulatory trends continue, this may result in increased costs at our operations.

We may pursue strategic acquisitions or investments. The failure of an acquisition or investment to produce the anticipated results, or the inability to integrate an acquired company fully, could harm our business.

We may actively pursue the acquisition of exploration, development and production assets consistent with our acquisition and growth strategy. From time to time, we may also acquire securities of or other interests in companies with respect to which we may enter into acquisitions or other transactions. Acquisition transactions involve inherent risks, including but not limited to: (i) accurately assessing the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates; (ii) ability to achieve identified and anticipated operating and financial synergies; (iii) unanticipated costs; (iv) diversion of management attention from existing business; (v) potential loss of our key employees or key employees of any business acquired; (vi) unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition; and (vi) decline in the value of acquired properties, companies or securities.

 

35

 

To acquire properties and companies, we may be required to use available cash, incur debt, issue additional ADSs or other securities or a combination of any one or more of these. This could affect our future flexibility and ability to raise capital, to explore, develop and operate our properties and could dilute existing shareholders and decrease the trading price of the ADSs. There is no assurance that when evaluating a possible acquisition, we will correctly identify and manage the risks and costs inherent in the business to be acquired. There may be no right for our shareholders to evaluate the merits or risks of any future acquisition undertaken by us, except as required by applicable laws and regulations.

Evaluating, negotiating and completing an acquisition may also require substantial management time commitments, regardless of whether the acquisition is completed. 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.

Any one or more of these factors or other risks could cause us not to realize the anticipated benefits of an acquisition of properties or companies and could have a material adverse effect on our financial condition.

We may enter into joint ventures or other strategic arrangements, which could limit our ability to control project development and expose us to additional risks.

We may from time to time enter into joint ventures, partnerships or other strategic arrangements with third parties in connection with the exploration, development or operation of our projects. These arrangements may involve the sharing of ownership, management and operational control, which could result in us having to rely on our partners for technical expertise, access to financing, regulatory compliance or day-to-day operational decisions. Our interests may not be aligned with those of our partners and disagreements or disputes could arise that may delay decision-making, result in litigation or arbitration or otherwise impair the development or operation of the project.

In addition, our partners may fail to meet their obligations, experience financial or operational difficulties or take actions contrary to our interests, including failing to fund their share of project costs. If we are unable to enforce our rights under the relevant agreements, we may be required to contribute more capital or assume additional obligations to protect our investment.

Any loss of control over a material project, or a failure by a partner to perform its obligations, could have a material adverse effect on our business, results of operations and financial condition.

Our reputation could be damaged, including as a result of the actual or perceived occurrence of any number of events and could include any negative publicity, whether true or not, which could have an adverse impact on our financial performance, cash flows and growth prospects.

As a result of the increased usage and the speed and global reach of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users, companies today are at a much greater risk of losing control over how they are perceived in the marketplace. Damage to our reputation can be the result of the actual or perceived occurrence of any number of events, including environmental incidents, safety events, permit or regulatory compliance issues, disputes with local communities or negative commentary from stakeholders or media and could include any negative publicity, whether true or not. While we intend to protect our image and reputation, we do not ultimately have direct control over how we are perceived by others.

Reputational damage, including reputational damage to other mining companies operating in jurisdictions where we operate, may result in decreased investor confidence, increased challenges in developing and maintaining community and stakeholder relations, increased regulatory scrutiny and an impediment to our overall ability to advance our projects and strategy, which could have a material adverse impact on our results of operations, financial condition and prospects. While we intend to operate in a socially responsible manner, there is no guarantee that our efforts in this respect will mitigate this potential risk.

Uncertainties relating to taxes in the countries in which we have operations could materially adversely affect our financial condition and results of operations and reduce net returns to our shareholders.

Our taxes are affected by several factors, some of which are outside of our control, including the application and interpretation of the relevant tax laws and treaties. If our filing position, application of tax

 

36

 

incentives or similar “holidays” or our eligibility for treaty benefits were to change or be challenged for any reason, this could have a material adverse effect on our business, financial condition and results of operations. For example, if we were to fail to qualify for benefits under the U.S.-U.K. income tax treaty (such as due to the lack of sufficient trading of our ADSs), we could be subject to withholding taxes on payments we receive from our U.S. subsidiaries.

We may be subject to tax audits by various tax authorities in the jurisdictions where we operate. Tax audits may result in additional tax, interest payments and penalties which would negatively affect our financial condition and operating results. New laws and regulations or changes in tax rules and regulations or the interpretation of tax laws by the courts or the tax authorities may also have a substantial negative impact on our business. There is no assurance that our current financial condition will not be materially adversely affected in the future due to such changes.

We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices in jurisdictions in which we operate, could increase the estimated tax liability that we have expensed to date and paid or accrued on our balance sheets and otherwise affect our financial position, future results of operations, cash flows in a particular period and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our shareholders and increase the complexity, burden and cost of tax compliance.

Our ability to utilize tax losses carryforwards or any other tax attributes to offset taxable income may be subject to various limitations under U.S. or U.K. tax laws. Furthermore, it is possible that amounts shown on our financial statements as deferred tax assets may in fact not be utilized in full to reduce our future taxable income and such amounts may require adjustments from time to time.

We will incur increased costs as a result of operating as a public company in the United States.

We are a public company with shares admitted to trading on AIM, and we have applied to list our ADSs on the NYSE American and, as a result, we have incurred and will continue to incur significant legal, accounting and other expenses that we would not incur if our share were traded solely on AIM. As a public company listed on a stock exchange in the United States, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted and to be adopted, by the SEC and the NYSE American. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives and may not effectively or efficiently manage the transition to also being a public company in the United States. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

In addition, these rules and regulations are often subject to varying interpretations and evolving guidance, which may create continuing uncertainty regarding compliance obligations and require ongoing revisions to our disclosure and governance practices, further increasing compliance costs.

Certain members of our management team have experience managing a company publicly traded in the United States and complying with the increasingly complex laws pertaining to public companies in the United States. However, other members of the Board and management do not have such experience. The additional demands associated with being a public company in the United States may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses.

 

37

 

In addition, pursuant to Section 404(a) of the Sarbanes-Oxley Act, our senior management will be required to furnish a report on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report on Form 20-F after becoming a public company. While we remain an emerging growth company, we will not be required to include an attestation report from our independent registered public accounting firm mandated by Section 404(b). However, preparing for eventual compliance with Section 404 will nonetheless require dedicating internal resources, potentially engaging outside consultants and adopting detailed work plans and testing procedures. Despite these efforts, there is a risk that we may be unable to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective. If we identify one or more material weaknesses, it could result in a loss of confidence in the reliability of our financial statements and an adverse reaction in the financial markets.

Our management team may not successfully or efficiently manage our transition to being a public company in the United States subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors.

In addition, the public reporting obligations associated with being a public company in the United States may subject us to litigation as a result of increased scrutiny of our financial reporting. If we are involved in litigation regarding our public reporting obligations, this could subject us to substantial costs, divert resources and management attention from our business and seriously undermine our business.

Failure to comply with existing and future rules and obligations of the stock exchanges on which our securities are listed may subject us, our subsidiaries and/or members of our management team to, among other things, delisting, litigation, investigations, expenses, fines and other applicable sanctions.

Any of these effects could harm our business, financial condition and results of operations.

Adverse outcomes in legal proceedings could subject us to substantial damages and adversely affect our results of operations and profitability.

We may from time to time be party to civil, environmental, tax, labor, criminal, regulatory and administrative or legal proceedings, as well as arbitration and administrative proceedings. We cannot guarantee that the outcome will be favorable to us and that we have adequately recorded provisions for any such proceedings.

Decisions contrary to our interests that involve substantial amounts, especially in cases in which we have not recorded provisions or in which the amounts provisioned are lower than final adjudicated amounts, could prevent our conduct of business as planned and may have an adverse effect on our results of operations and business. In addition, government authorities may have understandings or interpretations different from ours in connection with the conduct of our business and may subject us to contingencies for other reasons that require us to spend significant amounts or lead to the loss of grants from government authorities.

Moreover, we may not have sufficient funds to post collateral or provide guarantees in judicial or administrative proceedings involving substantial amounts. Even if we do not post such collateral or provide guarantees, we will be liable for paying any amounts due pursuant to any unfavorable outcomes in legal proceedings. We cannot assure you that, if we cannot make such payments, our assets, including financial assets, will not be attached or that we will be able to obtain tax good-standing certificates, all of which may have a material adverse effect on our business, financial condition and results of operations.

See “Business — Legal Proceedings.”

We may identify material weaknesses in our internal control over financial reporting and, if we fail to maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations and/or prevent fraud.

Prior to this offering, we were not an SEC registrant and were not required to assess or report on the effectiveness of our internal control over financial reporting under the Sarbanes-Oxley Act.

 

38

 

In connection with the audit of our annual consolidated financial statements for the fiscal year ended June 30, 2025, our external auditors obtained an understanding of our internal controls relevant to their audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of our internal controls in accordance with the provisions of the Sarbanes-Oxley Act.

Upon completion of this offering and the listing of our ADSs on the NYSE American, we will be required to comply with the requirements of the Sarbanes-Oxley Act, including establishing and maintaining effective internal control over financial reporting and disclosure controls and procedures. As an emerging growth company, we will not be required to comply with the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act until we cease to qualify as an emerging growth company. However, our management will be required to assess the effectiveness of our internal control over financial reporting under Section 404(a) beginning with our second annual report on Form 20-F following this offering.

If we fail to maintain an effective internal control environment, we could suffer material misstatements in our financial statements, fail to meet our reporting obligations or fail to prevent fraud, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the NYSE American, regulatory investigations and civil or criminal sanctions.

Our testing of internal controls may in the future reveal deficiencies that are considered material weaknesses or significant deficiencies, any of which could have a material adverse effect on our business and results of operations.

Disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud.

Disclosure controls and procedures, including internal controls over financial reporting, are designed to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to management and recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

These disclosure controls and procedures have inherent limitations, which include the possibility that judgments in decision-making can be faulty and result in errors or mistakes. Additionally, controls can be circumvented by any unauthorized override of the controls. Consequently, our business is exposed to risk from potential noncompliance with policies, employee misconduct, negligence and fraud, which could result in regulatory sanctions, civil claims and serious reputational or financial harm. In particular, it is not always possible to deter employee misconduct and the precautions we take to prevent and detect this activity may not always be effective. Accordingly, because of the inherent limitations in the control system, misstatements due to error or fraud may occur and not be detected.

We may also acquire businesses with unknown liabilities, contingent liabilities, internal control deficiencies or other risks. We have policies and procedures to review potential acquisition candidates for a variety of due diligence matters, including compliance with applicable regulations, laws and title records prior to acquisition. Despite these efforts, realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations (including as a result of difficulties in integrating different internal control systems with our existing internal control systems).

We are subject to anticorruption, anti-bribery and anti-money laundering laws and regulations.

We are subject to various anticorruption, anti-bribery and anti-money laundering laws and regulations of the United Kingdom, the United States and other jurisdictions in which we operate, that prohibit, among other things, our involvement in improper payments to certain public officials for the purpose of obtaining advantages or in transferring the proceeds of criminal activities. We have adopted a set of policies, initially put in place at the time of our AIM listing and we continue to update them as our business evolves. These

 

39

 

policies are supported by procedures and resources designed to address both new and existing legal and regulatory requirements, including through the engagement of qualified compliance professionals and, where appropriate, external advisors. However, any errors, failures or delays in complying with anticorruption, anti-bribery and anti-money laundering laws and regulations could result in significant criminal and civil lawsuits, penalties, forfeiture of significant assets or other enforcement actions, as well as reputational harm.

Regulators may increase enforcement of these obligations, which may require us to further revise or expand our compliance program, including the procedures we use to verify the identity of our customers and to monitor our counterparties and to monitor transactions and business relationships. Regulators regularly reexamine the transaction volume thresholds at which we must obtain and keep applicable records or verify identities of customers and any change in such thresholds could result in greater costs for compliance. Costs associated with fines or enforcement actions, changes in compliance requirements or limitations on our ability to grow could harm our business and any new requirements or changes to existing requirements could impose significant costs, result in delays or disruptions to our operations, make it more difficult for us to conduct business with certain counterparties and reduce the attractiveness of our business.

Proposed changes to United States federal mining and public land law could impose, among other things, royalties and fees paid to the United States government by mining companies and royalty holders.

Periodically, members of the United States Congress have introduced bills which would supplant or alter the provisions of The General Mining Law of 1872 which governs the disposition of metallic minerals on lands owned by the federal government. Some of our mineral properties occur on unpatented mining claims located on United States federal lands. There have been recent proposals to amend the United States mining law to impose royalties or other fees on the production of select hardrock minerals, such as tungsten, from U.S. federal lands, as well as reclamation fees on production from federal and other lands.

Any such proposal, if enacted by the United States Congress, could substantially increase the cost of holding mining claims and could reduce our revenue from unpatented mining claims and on other lands in the United States. Moreover, such legislation could significantly impair the ability of our properties to develop mineral resources on unpatented mining claims. Although at this time we are not able to predict what royalties and fees may be imposed in the future, the imposition of such royalties and fees could adversely affect the potential for development of such mining claims and the economics of existing operating mines. Passage of such legislation may result in a material and adverse effect on our profitability, results of operations, financial condition and the trading price of our ADSs.

Land reclamation and mine closure may be burdensome and costly.

Land reclamation and mine closure requirements are generally imposed on mineral exploration companies, such as ours, which require us, among other things, to minimize the effects of land disturbance. Such requirements may include controlling the discharge of potentially dangerous effluents from a site and restoring a site’s landscape to its pre-exploration form. The actual costs of reclamation and mine closure are uncertain and planned expenditures may differ from the actual expenditures required. Therefore, the amount that we are required to spend could be materially higher than current estimates. Any additional amounts required to be spent on reclamation and mine closure may have a material adverse effect on our financial performance, financial position and results of operations and may cause us to alter our operations. In addition, we may be in the future required to maintain financial assurances, such as letters of credit, to secure reclamation obligations under certain laws and regulations. The failure to acquire, maintain or renew such financial assurances could subject us to fines and penalties or suspension of our operations. Letters of credit or other forms of financial assurance may represent only a portion of the total amount of money that may be spent on reclamation over the life of a mine’s operation. Although we include liabilities for estimated reclamation and mine closure costs in our financial statements, it may be necessary to spend more than what is projected to fund required reclamation and mine closure activities.

Transitioning to a lower-carbon economy may entail extensive policy, legal, technology and market changes to address mitigation and adaptation requirements related to climate change.

As an exploration-stage company focused on tungsten and other critical minerals in the United States, we are exposed to various risks in the transition to a lower-carbon economy across our operations, supply

 

40

 

chain and downstream industries. These risks stem from potential government or other third-party commitments to reducing greenhouse gas emissions in the short, medium and long term, which could in the future require us to make significant investments and incur significant expenses. We may not be able to adequately adapt our business to any economic transitions geared towards limiting global warming.

As part of global value chains and with evolving policy actions around climate change, we face uncertainty and potential misalignment between national and regional governments and sectoral actions. We are exposed to significant financial burdens to comply with and adapt to new climate change regulations and standards. Our failure to make progress in these areas on a timely basis, or revisions of our initiatives and goals, could adversely affect our businesses, access to capital and reputation.

We intend to monitor identified transition risks, such as (i) potential changes in environmental or climate-related regulations that could increase permitting or compliance requirements for mining and exploration projects, (ii) evolving investor and lender expectations regarding environmental, social and governance performance, (iii) reputational risks or challenges in maintaining stakeholder support if sustainability standards are perceived as inadequate and (iv) market or supply chain developments that may require demonstrating low-carbon or responsibly sourced production to secure offtake or financing. While we currently consider our exposure to such transition risks to be limited given our focus on exploration and development of critical minerals that support the energy transition, ongoing policy, market or investor developments could, over time, increase compliance obligations, affect permitting timelines or influence access to capital.

Our holding company structure makes us dependent on the operations of our subsidiaries.

The only material asset of our holding company is all of the outstanding capital stock of our operating subsidiaries. As such, we are dependent on the earnings and cash flow of and dividends and distributions from our operating subsidiaries to pay our expenses incidental to being a public holding company and to pay any cash dividend or distribution on our ADSs, in each case that may be authorized by our board of directors. The ability of our subsidiaries to pay dividends or make other distributions to us is subject to applicable law and may be restricted by covenants in future debt or other financing agreements, as well as the need to retain funds for their own operations, development projects and obligations. In the event of a subsidiary’s liquidation, we may lose all or a portion of our investment in that subsidiary. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on our valuation and the price of our ADSs.

Concentration of future sales among a limited number of customers could expose us to significant risks.

We currently do not generate revenue from the sale of tungsten concentrate or other mineral products and do not have any binding offtake or sales agreements in place. If production begins at the Pilot Mountain and Tempiute tungsten projects, we expect that sales of our products may be concentrated among a limited number of customers, particularly in the early years of production. Dependence on a small number of customers could expose us to a variety of risks, including reduced pricing leverage, higher credit risk and the potential loss of a significant portion of our future revenues if any such customer reduces or ceases purchases from us. In addition, the loss of any major customer, delays in entering into offtake agreements or failure to secure new customers on favorable terms could materially and adversely affect our business, financial condition and results of operations. The Company has entered into a preliminary letter of intent with Global Tungsten and Powders, located in Towanda, Pennsylvania. The letter of intent is non-binding and does not establish any firm offtake commitments or conditions.

We have not yet secured any binding offtake agreements for our products and may be unable to do so on commercially acceptable terms or at all.

We have not entered into any binding offtake or sales agreements for tungsten or any other products that may be produced from our Pilot Mountain and Tempiute tungsten projects. Offtake agreements are often an important component in securing project financing, as they can provide revenue certainty and demonstrate market demand. If we are unable to negotiate offtake agreements on terms acceptable to us, or at all, we may face challenges in obtaining the financing required to develop and operate our projects.

 

41

 

In addition, without binding offtake agreements in place prior to production, we will be exposed to prevailing market prices at the time of sale, which may be volatile and could be materially lower than projected prices used in our feasibility studies. The absence of committed buyers could also result in delays in selling our production, potentially leading to reduced revenues, lower cash flows and adverse impacts on our business, financial condition and results of operations. Even if we secure offtake agreements, they may contain conditions precedent, termination rights or other provisions that could limit their effectiveness in supporting project financing or guaranteeing sales

Risks Relating to Our ADSs and the Offering

The price of our ADSs may be volatile and may fluctuate due to factors beyond our control.

The initial public offering price for the ADSs will be determined through negotiations between the underwriters and us and may vary from the market price of ADSs following this offering. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies and the trading price of our ADSs may be volatile due to factors beyond our control. As a result of this volatility, if you purchase ADSs in this offering, you may not be able to resell those ADSs at or above the initial public offering price. The market price of our ADSs may fluctuate significantly due to a variety of factors, including, among others:

•

operating results that vary from the expectations of securities analysts and investors;

​

•

the perceived value and development progress of our mineral projects;

​

•

changes in the price of tungsten and other commodities we may produce;

​

•

the operating and securities price performance of companies that investors consider to be comparable to us;

​

•

announcements of strategic developments, acquisitions and other material events by us or our competitors;

​

•

failure to meet or exceed project development timelines or cost estimates;

​

•

issuance of new or updated research or reports by securities analysts;

​

•

changes in government regulations

​

•

significant legal proceedings;

​

•

financing or other corporate transactions;

​

•

the loss of any of our key personnel;

​

•

sales of our ADSs or ordinary shares by us, our executive officers and board members or our shareholders in the future;

​

•

price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; or volatility in the metals and mining sector; and

​

•

other events and factors discussed in this “Risk Factors” section and elsewhere in this prospectus, many of which are beyond our control.

​

These and other market and industry factors may cause the market price and demand for our ADSs to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from readily selling their ADSs and may otherwise negatively affect the liquidity of our ADSs. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. In the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer. If any of the holders of our ADSs were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the attention of our senior management would be diverted from the operation of our business. Any adverse determination in litigation could also subject us to significant liabilities.

 

42

 

There has been no public market for our ADSs prior to this offering, and an active market may not develop in which investors can resell our ADSs.

Prior to this offering, there has been no public market for our ADSs, although our ordinary shares have traded on AIM and our ADSs are expected to be listed on the NYSE American. We cannot predict the extent to which an active market for our ADSs will develop or be sustained or how the development of such a market might affect the market price for our ADSs. The initial public offering price of our ADSs will be agreed upon between us and the underwriters. Among the factors considered in determining the initial public offering price of our ADRs are our future prospects and the prospects of the industry in general, our revenue, net income and certain other financial and operating information in recent periods and market conditions in effect at the time of the offering, which may not be indicative of the price at which our ADSs will trade following completion of the offering. Investors may not be able to sell their ADSs quickly or at or above the initial public offering price.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our ADSs and our trading volume could decline.

The trading market for our ADSs will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently and may never, publish research on us. Given our current stage of development and lack of revenue from operations, analysts may be less inclined to initiate or maintain coverage. If no or too few securities or industry analysts commence coverage on us, the trading price for our ADSs would likely be negatively affected. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our ADSs or publish inaccurate or unfavorable research about our business, the price of our ADSs would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our ADSs could decrease, which might cause the price of our ADSs and trading volume to decline. In addition, because our ADSs may be thinly traded, any such changes in coverage or sentiment could result in increased price volatility.

We have broad discretion in the use of the net proceeds from this offering, and we may use these proceeds in ways with which you may not agree.

We intend to use the proceeds from this offering to create a public market for our ADSs in the United States, facilitate greater access to the public equity markets, increase our visibility in the marketplace and to obtain additional capital to advance the development of our mining projects. However, we have broad discretion in the application of the proceeds. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our results of operations or enhance the price of our ADSs. The failure by our management to apply these funds effectively could result in financial losses. Pending their use, the net proceeds from this offering may also be placed in investments that do not produce income or that lose value. Please see “Use of Proceeds” below for more information.

The dual listing of our ordinary shares and our ADSs following this offering may adversely affect the liquidity and value of our ordinary shares and ADSs.

Following this offering and after our ADSs begin trading on the NYSE American, our ordinary shares will continue to be admitted to trading on AIM. We cannot predict the effect of this dual listing on the value of our ADSs and ordinary shares. However, the dual listing of our ADSs and ordinary shares may dilute the liquidity of these securities in one or both markets and may adversely affect the development of an active trading market for our ADSs in the United States. The price of our ADSs could also be adversely affected by trading in our ordinary shares on AIM. In the event that we decided to cancel admission of our ordinary shares to trading on AIM, requisite consent of shareholders in a general meeting would be required pursuant to the AIM Rules for Companies, unless the London Stock Exchange agrees otherwise. We cannot predict the effect such cancellation would have on the market price of our ADSs or ordinary shares.

 

43

 

The NYSE American may in the future delist our securities from its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We have applied to list our ADSs for trading on NYSE American under the trading symbol “GMTL”. We cannot assure you that our securities will continue to be listed on NYSE American. If NYSE American delists any of our securities from trading on its exchange, we could face significant material adverse consequences, including:

•

a limited availability of market quotations for our securities;

​

•

a determination that our ADSs are “penny stock” which will require brokers trading in our ADSs to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our ADSs;

​

•

a limited amount of news and analyst of coverage for our Company; and

​

•

a decreased ability to issue additional securities or obtain additional financing in the future.

​

We are an “emerging growth company,” a “smaller reporting company” and a “foreign private issuer” and we cannot be certain if the reduced reporting requirements applicable to “emerging growth companies” and “smaller reporting companies” will make our ADSs less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As an emerging growth company, we are required to report only two years of financial results and selected financial data in our initial public offering registration statement, as compared to three and five years, respectively, for comparable data reported by other public companies. We may take advantage of these exemptions until we are no longer an emerging growth company. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the aggregate market value of our ADSs and ordinary shares held by non-affiliates exceeds $700 million as of any December 31 (the end of our second fiscal quarter) before that time, in which case we would no longer be an emerging growth company as of the following June 30 (our fiscal year-end). We cannot predict if investors will find our ADSs less attractive because we may rely on these exemptions. If some investors find our ADSs less attractive as a result, there may be a less active trading market for our ADSs, and the price of our ADSs may be more volatile.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting ordinary shares held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting ordinary shares held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.

In addition, upon the closing of this offering, we will report under the Exchange Act as a “foreign private issuer.” As a foreign private issuer, we are permitted to take advantage of certain provisions under the rules that allow us to follow the laws of the United Kingdom for certain corporate governance matters. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies. Foreign private issuers, like emerging growth companies and smaller reporting companies, also are exempt from certain more stringent executive compensation disclosure rules. Thus, if we remain a foreign private issuer, even if we no longer qualify as an emerging growth company or smaller reporting company, we will continue to be exempt from the more stringent compensation

 

44

 

disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer. We may take advantage of these exemptions until such time as we are no longer a foreign private issuer.

We qualify as a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon the closing of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) 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 (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, as a foreign private issuer with a fiscal year ending on June 30, the Company is not required to file its annual report on Form 20-F until 120 days after fiscal year-end, whereas U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers also are exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers, some investors may find the ADSs less attractive and there may be a less active trading market for the ADSs.

As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE American corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE American corporate governance listing standards.

As a foreign private issuer listed on the NYSE American, we will be subject to corporate governance listing standards. However, the NYSE American rules permit a foreign private issuer like us to follow the corporate governance practices of its home country in lieu of certain NYSE American corporate governance listing standards, provided that we disclose which requirements that we have not complied with in any year and confirm the U.K. corporate governance practices we have complied with. Certain corporate governance practices in the United Kingdom, which is our home country, may differ significantly from the NYSE American corporate governance listing standards. For example, neither the laws of the United Kingdom nor our articles of association (“Articles of Association”) have quorum requirements similar to Section 123 of the NYSE American LLC Company Guide. Although we voluntarily comply with the higher corporate governance standards of the QCA Corporate Governance Code, we could include non-independent directors as members of our nomination and remuneration committee and our independent directors would not necessarily hold regularly scheduled meetings at which only independent directors are present. We may in the future elect to follow home country practices in the United Kingdom with regard to other matters. Therefore, our shareholders may be afforded less protection than they otherwise would have under the NYSE American corporate governance listing standards applicable to U.S. domestic issuers. See “Management — Corporate Governance Practices and Foreign Private Issuer Status.”

We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

As a foreign private issuer, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign private issuer, and be required to transition on January 1 of the following year, at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies:

•

the majority of our executive officers or directors are U.S. citizens or residents;

​

 

45

 

•

more than 50% of our assets are located in the United States; or

​

•

our business is administered principally in the United States.

​

If we lose our status as a foreign private issuer, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, including the requirement to prepare our financial statements in accordance with U.S. generally accepted accounting principles, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and NYSE American rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time consuming and costly. If we lose foreign private issuer status and are unable to comply with the reporting requirements applicable to a U.S. domestic issuer by the applicable deadlines, we would not be in compliance with applicable SEC rules or the rules of the NYSE American, which could cause investors to lose confidence in our public reports and could have a material adverse effect on the trading price of our ADSs. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain director and officer liability insurance and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors.

Future sales, or the possibility of future sales, of a substantial number of our ADSs could adversely affect the price of our ADSs.

Future sales of a substantial number of our ADSs, or the perception that such sales will occur, could cause a decline in the market price of our ADSs. Based upon the number of shares outstanding as of March 12, 2026, after giving effect to this offering, we will have 184,018,716 ordinary shares outstanding (or 186,312,314 ordinary shares if the underwriters exercise their option to purchase additional ADSs from us in full). ADSs sold in this offering may be resold in the public market immediately without restriction, unless purchased by our affiliates. Upon completion of this offering, we will have 184,018,716 ordinary shares outstanding (or 186,312,314 ordinary shares if the underwriters exercise their option to purchase additional ADSs from us in full), approximately 89,470,899 of which will be subject to 90-day lock-up agreements entered into by our directors and officers and certain of our shareholders described in “Ordinary Shares and ADSs Eligible for Future Sale” and “Underwriters.” The representatives of the underwriters may, in their sole discretion, release all or any portion of the equity securities subject to the lock-up agreements prior to the expiration of the lock-up agreements. If, after the end of such lock-up agreements, these shareholders sell substantial amounts of ADSs in the public market, or the market perceives that such sales may occur, the market price of our ADSs and our ability to raise capital through an issue of equity securities in the future could be adversely affected.

Moreover, certain shareholders have rights, subject to specified conditions, to require us to file registration statements covering their ordinary shares (including in the form of ADSs) or to include their ordinary shares (including in the form of ADSs) in registration statements that we may file for ourselves or other shareholders. Sales of these ordinary shares under any such registration statement would result in these ordinary shares and ADSs, if applicable, becoming freely tradable without restriction under the Securities Act of 1933, as amended (the “Securities Act”). See “Description of Share Capital and Articles of Association — Registration Rights.”

If you purchase ADSs in this offering, you will suffer immediate dilution of your investment.

We expect the initial public offering price of our ADSs in this offering to be substantially higher than the net tangible book value per ADS prior to this offering. Therefore, if you purchase ADSs in this offering, you will pay a price per ADS that substantially exceeds our net tangible book value per ADS after this offering. To the extent outstanding options are exercised for ordinary shares, you may experience further dilution. Based on the assumed initial public offering price of $16.35 per ADS, which reflects the U.S. dollar

 

46

 

equivalent of the closing price of our ordinary shares on AIM of £2.45 on March 12, 2026 (based on an assumed exchange rate of £1.00 to $1.3349), you will experience immediate dilution of $14.93 per ADS, representing the difference between our net tangible book value per ADS and per ordinary share after giving effect to this and the assumed offering price. See “Dilution.”

UCAM beneficially owns approximately 28% of our ordinary shares prior to this offering. This concentration of ownership and voting power will limit your ability to influence corporate matters.

Immediately following this offering, UCAM will beneficially own approximately 26% of our issued and outstanding ordinary shares (equivalent to approximately 9,482,270 ADSs), assuming no exercise of the underwriters’ option to purchase additional ADSs (or 25% if the underwriters’ option to purchase additional ordinary shares is exercised in full) and taking into account that UCAM has declined to exercise its pro rata right of first refusal in connection with this offering under the terms of the Right of First Refusal Agreement (as defined herein) between us and UCAM. Please see “Description of Share Capital and Articles of Association” for more information on UCAM’s right of first refusal.

As a result, UCAM will have the power to exercise significant influence over matters requiring shareholder approval, including the election of directors, amendments to our Articles of Association and certain transactions. Furthermore, we could be prevented from entering into transactions that could be beneficial to us or other shareholders, or third parties could be discouraged from making an offer or take-over bid to acquire us at a price per ADS that is above the then-current market price. In addition, if UCAM were to sell a substantial amount of its ordinary shares, the market price of our ADSs could fall. The perception that such a sale could occur may also adversely affect the market price of our ADSs.

Fluctuations in the exchange rate between the U.S. dollar and the pound sterling may increase the risk of holding ADSs.

The share price of ordinary shares is quoted on AIM in pounds sterling, while our ADSs will trade on the NYSE American in U.S. dollars. Fluctuations in the exchange rate between the U.S. dollar and the pound sterling may result in differences between the value of our ADSs and the value of ordinary shares, which may result in heavy trading by investors seeking to exploit such differences. In addition, as a result of fluctuations in the exchange rate between the U.S. dollar and the pound sterling, the U.S. dollar equivalent of the proceeds that a holder of our ADSs would receive upon the sale in the United Kingdom of any ordinary shares withdrawn from the depositary and the U.S. dollar equivalent of any cash dividends paid in pound sterling on ordinary shares represented by our ADSs could also decline.

If we issue shares in future financings, shareholders may experience dilution, our operations may become restricted or we may have to relinquish valuable rights, all of which could cause our ADS price to decline.

We may from time to time issue additional shares at a discount from the trading price of our shares. As a result, our shareholders would experience immediate dilution upon the issuance of any of our shares at such discount. In addition, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including but not limited to public and private equity offerings, debt financings and strategic partnerships and alliances. To the extent that we raise additional capital through the sale of equity, convertible debt securities or other equity-based derivative securities, our shareholders’ interests will be diluted, and the terms of the securities may include liquidation or other preferences that may be senior to our shareholders’ rights as holders of ADSs.

Any indebtedness we incur would result in increased payment obligations and could involve restrictive covenants, such as limitations on our ability to incur additional debt and other operating restrictions that could adversely impact our ability to conduct our business. Any debt or additional equity financing that we raise may contain terms that are not favorable to us or our shareholders. Furthermore, the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our ADSs to decline and existing shareholders may not agree with our financing plans or the terms of such financings. If we raise additional funds through strategic partnerships, collaborations and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our IP or products, or grant licenses on terms unfavorable to us.

 

47

 

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to holders in the U.S. unless we register the offer and sale of the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available.

Because we may not pay any cash dividends on our ADSs in the future, capital appreciation, if any, may be your sole source of gains and you may never receive a return on your investment.

We have never declared or paid cash dividends on our ordinary shares. Under current U.K. law, a company’s accumulated realized profits, so far as not previously utilized by distribution or capitalization, must exceed its accumulated realized losses so far as not previously written off in a reduction or reorganization of capital duly made (determined by reference to our relevant (non-consolidated) accounts), before dividends can be paid. Moreover, in respect of a U.K. public company, both before and after any distribution is made, the amount of the company’s net assets must not be less than the aggregate of its called-up share capital and undistributable reserves. Therefore, we must have distributable profits and sufficient net assets before issuing a dividend. In the future, our board of directors may decide, in its discretion, whether dividends may be declared and paid. As a result, capital appreciation, if any, on our ADSs may be your sole source of gains, and you will suffer a loss on your investment if you are unable to sell your ADSs at or above the offering price. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends for the foreseeable future. See “Dividend Policy.”

Securities traded on AIM may carry a higher risk than securities traded on other exchanges, which may impact the value of your investment.

Our ordinary shares are currently traded on AIM. Investment in equities traded on AIM is sometimes perceived to carry a higher risk than an investment in equities quoted on exchanges with more stringent listing requirements, such as the main market of the London Stock Exchange, NYSE or Nasdaq. This is because AIM imposes less stringent corporate governance and ongoing reporting requirements than those other exchanges. In addition, AIM requires only half-yearly, rather than quarterly, financial reporting. You should be aware that the value of our ordinary shares may be influenced by many factors, some of which may be specific to us and some of which may affect AIM-traded companies generally, including the depth and liquidity of the market, our performance, a large or small volume of trading in our ordinary shares, legislative changes and general economic, political or regulatory conditions and that the prices may be volatile and subject to extensive fluctuations. Therefore, the market price of our ordinary shares, our ADSs or of the ordinary shares underlying our ADSs, may not reflect the underlying value of our company. In addition, because AIM operates during different trading hours than the U.S. markets, discrepancies in timing may contribute to increased volatility in the trading price of our securities.

You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.

ADS holders may only exercise voting rights with respect to the ordinary shares underlying their respective ADSs in accordance with the provisions of the deposit agreement.

Pursuant to the deposit agreement, the depositary will solicit voting instructions from ADS holders only if it receives notice of a shareholders’ meeting and sufficient information in a timely manner and if such solicitation is practicable and permitted under applicable law. Upon receipt of such notice, and subject to the terms of the deposit agreement and applicable law, the depositary will endeavor, insofar as practicable, to notify holders of ADSs and solicit voting instructions.

If timely notice is not received, or if solicitation is not practicable or permitted under applicable law, ADS holders may not receive voting materials or be able to instruct the depositary to vote the ordinary shares underlying their ADSs.

You will not be directly holding our ordinary shares. Holders of the ADSs will not be able to exercise the preemptive subscription rights related to the ordinary shares that they represent and may suffer dilution of their equity holding in the event of future issuances of our ordinary shares.

English law generally provides shareholders with preemptive rights when new shares are issued for cash. Shareholders’ preemptive subscription rights, in the event of issuances of ordinary shares against cash

 

48

 

payment, may be disapplied by a special resolution of the shareholders at a general meeting of our shareholders. On December 17, 2025, our shareholders approved the exclusion of preemptive rights, with such authority expiring on the earlier of 15 months from the date of approval of that exclusion or the conclusion of our next annual general meeting. Such exclusion will need to be renewed upon expiration (i.e., on the earlier of the date that is 15 months after December 17, 2025, or the conclusion of our next annual general meeting) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period). The absence of preemptive rights for existing equity holders may cause dilution to such holders.

Furthermore, ADS holders would not be entitled, even if such rights accrued to our shareholders in any given instance, to receive such preemptive subscription rights related to the ordinary shares that they represent. Under the deposit agreement, the depositary will not make rights available to ADS holders unless the rights and any related securities are registered under the Securities Act or exempt from registration under the Securities Act. The depositary may attempt to sell any such subscription rights relating to the ordinary shares underlying the ADSs and distribute the net proceeds of any such sale to ADS holders pro rata, after deduction of applicable fees, taxes and expenses. However, the depositary is under no obligation to make any such sale. If the depositary determines that the sale of rights is unlawful or not reasonably practicable, it will allow the rights to lapse, in which case ADS holders will receive no value for these rights.

Further, if we offer holders of our ordinary shares the option to receive dividends in either cash or ordinary shares, under the deposit agreement, ADS holders will not be permitted to elect to receive dividends in ordinary shares or cash, but will receive whichever option we provide as a default to shareholders who fail to make such an election.

Purchasers of ADSs in this offering may not receive distributions on our ordinary shares in the form of ADSs or any value for them if it is illegal or impractical to make them available to holders of ADSs.

The depositary for our ADSs has agreed to pay to purchasers of ADSs in this offering the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. Purchasers of our ADSs will receive these distributions in proportion to the number of our ordinary shares their ADSs represent. However, in accordance with the limitations set forth in the deposit agreement, it may be unlawful or impractical to make a distribution available to holders of ADSs. We have no obligation to take any other action to permit the distribution of our ADSs, ordinary shares, rights or anything else to holders of our ADSs. This means that purchasers of ADSs in this offering may not receive the distributions we make on our ordinary shares or any value from them if it is unlawful or impractical to make them available to them. These restrictions may have a material adverse effect on the value of a purchaser’s ADSs.

You may be subject to limitations on transfers of the ADSs.

The ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason, in accordance with the terms of the deposit agreement.

ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by applicable law, holders and beneficial owners of ADSs irrevocably waive the right to a jury trial of any claim that they may have against us or the depositary arising from or relating to our ordinary shares, our ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. The waiver continues to apply to claims that arise during the period when a holder holds the ADSs, even if the ADS holder subsequently withdraws the underlying ordinary shares.

 

49

 

However, you will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. In fact, you cannot waive our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. If we or the depositary opposed a demand for jury trial relying on above-mentioned jury trial waiver, it is up to the court to determine whether such waiver was enforceable considering the facts and circumstances of that case in accordance with the applicable state and federal law.

If this jury trial waiver provision is prohibited by applicable law, an action could nevertheless proceed under the terms of the deposit agreement with a jury trial. To our knowledge, the enforceability of a jury trial waiver under the federal securities laws has not been finally adjudicated by a federal court or by the United States Supreme Court. Nonetheless, we believe that a jury trial waiver provision is generally enforceable under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York. In determining whether to enforce a jury trial waiver provision, New York courts will consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party has knowingly waived any right to trial by jury. We believe that this is the case with respect to the deposit agreement and the ADSs. In addition, New York courts will not enforce a jury trial waiver provision in order to bar a viable setoff or counterclaim sounding in fraud or one which is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case of an intentional tort claim, none of which we believe are applicable in the case of the deposit agreement or the ADSs. If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary relating to the matters arising under the deposit agreement or our ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not have the right to a jury trial regarding such claims, which may limit and discourage lawsuits against us or the depositary. If a lawsuit is brought against us or the depositary according to the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may have different outcomes compared to that of a jury trial, including results that could be less favorable to the plaintiff(s) in any such action.

Moreover, as the jury trial waiver relates to claims arising out of or relating to the ADSs or the deposit agreement, we believe that, as a matter of construction of the clause, the waiver would likely continue to apply to ADS holders who withdraw the ordinary shares from the ADS facility with respect to claims arising before the cancellation of the ADSs and the withdrawal of the ordinary shares, and the waiver would most likely not apply to ADS holders who subsequently withdraw the ordinary shares represented by ADSs from the ADS facility with respect to claims arising after the withdrawal. However, to our knowledge, there has been no case law on the applicability of the jury trial waiver to ADS holders who withdraw the ordinary shares represented by the ADSs from the ADS facility.

ADS holders have limited choice of forum, which could limit your ability to obtain a favorable judicial forum for complaints against us, the depositary or our respective directors, officers or employees.

The deposit agreement governing our ADSs provides that the deposit agreement and the ADSs will be interpreted in accordance with the laws of the State of New York. Under the deposit agreement, by holding or owning an ADR or ADS or an interest therein, ADS holders and beneficial owners irrevocably agree that any legal suit, action or proceeding against or involving ADS holders or beneficial owners brought by us or the depositary, arising out of or based upon the deposit agreement, the ADSs, the ADRs or the transactions contemplated therein or thereby, may be instituted in a state or federal court in New York, New York, and by holding or owning an ADR or ADS or an interest therein each irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding.

Under the deposit agreement, by holding or owning an ADR or ADS or an interest therein, ADS holders and beneficial owners each irrevocably agree that any legal suit, action or proceeding against or involving the depositary and/or us brought by ADS holders or beneficial owners, arising out of or based upon the deposit agreement, the ADSs, the ADRs or the transactions contemplated therein or thereby, including, without limitation, claims under the Securities Act, may be instituted only in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York

 

50

 

if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable).

These choice of forum provisions may increase your cost and limit your ability to bring a claim in a judicial forum that you find favorable for disputes with us, the depositary or our and the depositary’s respective directors, officers or employees, which may discourage such lawsuits against us, the depositary and our and the depositary’s respective directors, officers or employees. However, it is possible that a court could find such choice of forum provisions to be inapplicable or unenforceable. The enforceability of similar choice of forum provisions has been challenged in legal proceedings.

Under the deposit agreement, the depositary may bring actions against us arising out of or based upon the deposit agreement, the ADSs, the ADRs or the transactions contemplated thereby in the state or federal courts located in New York, New York or, at the depositary’s option, in any competent court in England and Wales.

Notwithstanding the foregoing, ADS holders will not be deemed to have waived compliance with the federal securities laws and the rules and regulations promulgated thereunder. Claims arising under the Securities Act may be brought in federal or state courts as provided in Section 22 of the Securities Act, and claims arising under the Exchange Act are subject to the exclusive jurisdiction of the federal courts pursuant to Section 27 of the Exchange Act.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

We are incorporated under English law. The rights of holders of ordinary shares and, therefore, certain of the rights of holders of ADSs, are governed by English law, including the provisions of the U.K. Companies Act 2006 (as amended) (the “Companies Act 2006”) and by our Articles of Association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations. See “Description of Share Capital and Articles of Association — Differences in Corporate Law” in this prospectus for a description of the principal differences between the provisions of the Companies Act 2006 applicable to us and, for example, the Delaware General Corporation Law relating to shareholders’ rights and protections.

We are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, or to terminate the deposit agreement, without the prior consent of the ADS holders.

We are entitled to amend the deposit agreement and to change the rights of the ADS holders under the terms of such agreement without the prior consent of the ADS holders. We and the depositary may agree to amend the deposit agreement in any way we decide is necessary or advantageous to us. Amendments may reflect, among other things, operational changes in the ADS program, legal developments affecting ADSs or changes in the terms of our business relationship with the depositary. In the event that the terms of an amendment impose or increase any fees on a per ADS basis, charges or expenses (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, the transaction fee per cancellation request (including any cancellation request made through SWIFT, facsimile transmission or any other method of communication), applicable delivery expenses or other such fees, charges or expenses, or that would otherwise prejudice any substantial existing right of the ADS holders, such amendment will not become effective as to outstanding ADSs until the expiration of 30 days after notice of that amendment has been disseminated to the ADS holders, but no prior consent of the ADS holders is required under the deposit agreement. Furthermore, we may decide to terminate the ADS facility at any time for any reason. For example, terminations may occur when the ADSs are delisted from the stock exchange in the United States on which the ADSs are listed and we do not list the ADSs on another stock exchange in the United States, nor is there a symbol available for over-the-counter trading of the ADSs in the United States. If the ADS facility will terminate, ADS holders will receive at least 30 days’ prior notice, but no prior consent is required from them. Under the circumstances that we decide to make an amendment to the deposit agreement that is disadvantageous to ADS holders or terminate the deposit agreement, the ADS holders may choose to sell their ADSs or surrender their ADSs and become direct holders of the underlying ordinary shares, but will have no right to any compensation whatsoever.)

 

51

 

Claims of U.S. civil liabilities may not be enforceable against us.

We are incorporated under English law. Substantially all of our assets are located outside the United States. The majority of our management and board of directors reside outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce judgments obtained in U.S. courts against them or us, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.

The United States and the United Kingdom do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Consequently, a final judgment for payment given by a court in the United States, whether or not predicated solely upon U.S. securities laws, would not automatically be recognized or enforceable in the United Kingdom. In addition, uncertainty exists as to whether U.K. courts would entertain original actions brought in the United Kingdom against us or our directors or senior management predicated upon the securities laws of the United States or any state in the United States. Any final and conclusive monetary judgment for a definite sum obtained against us in U.S. courts would be treated by the courts of the United Kingdom as a cause of action in itself and sued upon as a debt at common law so that no retrial of the issues would be necessary, provided that certain requirements are met. Whether these requirements are met in respect of a judgment based upon the civil liability provisions of the U.S. securities laws, including whether the award of monetary damages under such laws would constitute a penalty, is an issue for the court making such decision. If an English court gives judgment for the sum payable under a U.S. judgment, the English judgment will be enforceable by methods generally available for this purpose. These methods generally permit the English court discretion to prescribe the manner of enforcement.

As a result, U.S. investors may not be able to enforce against us or our executive officers, board of directors or certain experts named herein who are residents of the United Kingdom or countries other than the United States any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws.

We cannot express any expectation regarding our passive foreign investment company (“PFIC”) status for our current taxable year or future taxable years. If we are a PFIC for any taxable year during which a U.S. investor owns our ADSs or ordinary shares, the investor will generally be subject to adverse U.S. federal income tax consequences.

In general, a non-U.S. corporation will be a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 75% or more of its gross income consists of passive income, or (ii) 50% or more of the average value of its assets (generally determined on a quarterly basis) consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that directly or indirectly owns at least 25% by value of the ordinary shares of another corporation is generally treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes interest, dividends, certain rents and royalties, net gains from assets that produce passive income and net gains from transactions in commodities, with an exception for certain active business commodities income (the “Commodities Exception”). Cash is generally a passive asset for PFIC purposes. The value of a company’s goodwill and other intangible assets is active under the PFIC rules to the extent attributable to activities that produce active income.

Our PFIC status for the current or any future taxable year is an annual factual determination that can be made only after the end of that year and will depend on the composition of our income and assets and the value of our assets from time to time. Prior to our mines becoming operational, our gross income may consist primarily of government grants and consultancy and technical service fees, if any (which we believe are likely to be treated as active income) and interest (which is passive income). The receipt of government grants and consultancy and technical service fees may be non-recurring in nature, and the government grants may be subject to various conditions. Therefore, there can be no assurance as to the amount of non-passive income that we will earn for any taxable year. It is possible that our non-passive gross income (if any) for our current taxable year, and possibly our future taxable years, will constitute 25% or less of our total gross income, in which case we will be a PFIC for such years. Once we commence earning income from sales of

 

52

 

minerals in future taxable years, our PFIC status for any taxable year may depend upon the extent to which our income will be treated as active under the Commodities Exception, the application of which may not be entirely clear in all cases.

Furthermore, because we expect to hold a significant amount of cash, our PFIC status for any taxable year may depend in part on the value of our goodwill and other intangible assets. If the value of our goodwill and other intangible assets for any taxable year is determined by reference to our market capitalization (which may be volatile, particularly prior to the commencement of sales of minerals from our mines), the risk of us being or becoming a PFIC for any taxable year will increase if our market capitalization fluctuates or declines significantly following this offering.

For the reasons explained above, we may be a PFIC for our current or any other taxable year.

If we are a PFIC for any taxable year during which a U.S. investor owns our ADSs or ordinary shares, the U.S. investor generally will be subject to adverse U.S. federal income tax consequences, including increased tax liability on disposition gains and “excess distributions,” and additional reporting requirements. This will generally continue to be the case even if we ceased to be a PFIC in a later taxable year, unless certain elections are made. See “Taxation — Material U.S. Federal Income Tax Consequences” below.

 

53

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Some of the statements under “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and elsewhere in this prospectus contain forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “aim,” “possible” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.

These statements involve risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this prospectus include, but are not limited to, statements about:

•

the volatility of tungsten and other commodity prices and the impact of commodity-price fluctuations on our project economics;

​

•

the presence, continuity, quality and quantity of mineralization at our projects, including the accuracy of mineral resource estimates and metallurgical recoveries;

​

•

our ability to successfully carry out exploration, drilling, pre-feasibility and feasibility programs and to develop the Pilot Mountain and Tempiute projects into commercial mining operations;

​

•

actual capital and operating costs, which may differ materially from our estimates and the availability and cost of equipment, contractors, fuel, energy, water and other key inputs;

​

•

our ability to obtain, maintain and renew required permits, licenses, approvals, mining claims, water rights and other authorizations on acceptable terms and in a timely manner;

​

•

our ability to secure adequate financing for exploration, development, construction and potential production and the terms, availability and cost of future debt or equity financings;

​

•

future geopolitical, economic, inflationary, interest-rate, trade and export policy, supply chain and currency-exchange conditions that may affect our costs, financing options and project timelines or demand for U.S. domestic tungsten supply;

​

•

the performance, availability and reliability of third-party contractors, suppliers, consultants and service providers on whom we depend for key aspects of our operations;

​

•

our ability to access, secure, upgrade or construct necessary infrastructure, including roads, power, water and processing facilities;

​

•

the risks inherent in mining, exploration and development activities, including geologic, hydrologic, geotechnical, environmental, safety and operational hazards;

​

•

our ability to protect our IT systems, data and operations from cybersecurity threats and system failures;

​

•

our ability to attract, retain and manage qualified personnel and maintain satisfactory labor relations;

​

•

the availability, cost and sufficiency of insurance coverage for potential operating risks, environmental liabilities and other hazards;

​

•

the competitive environment for mineral exploration and development, including competition for properties, financing, personnel and equipment; and

​

 

54

 

•

our ability to maintain valid title to our mineral properties and mining claims and to defend against potential title defects or challenges.

​

You should refer to the “Risk Factors” section of this prospectus for a discussion of other important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

55

 

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $44.3 million (or approximately $51.4 million if the underwriters exercise their option to purchase additional ADSs from us in full), after deducting the underwriting commission and estimated offering expenses payable by us, based on an assumed initial public offering price of $16.35 per ADS, which reflects the U.S. dollar equivalent of the closing price of our ordinary shares on AIM of £2.45 on March 12, 2026 (based on an assumed exchange rate of £1.00 to $1.3349).

Each $1.00 increase (decrease) in the assumed initial public offering price of $16.35 per ADS would increase (decrease) the net proceeds to us from this offering by approximately $2.9 million, assuming the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions. We may also increase or decrease the number of ADSs we are offering. Each increase (decrease) of 1,000,000 ADSs in the number of ADSs offered by us would increase (decrease) the net proceeds to us from this offering by approximately $15.4 million, assuming that the assumed initial public offering price remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We do not expect that a change in the initial public offering price or the number of ADSs by these amounts would have a material effect on our uses of the proceeds from this offering, although it may accelerate the time when we need to seek additional capital.

The principal purposes of this offering are to create a public market for our ADSs in the United States, facilitate greater access to the public equity markets, increase our visibility in the marketplace and to obtain additional capital to advance the development of our mining projects. We plan to use the net proceeds of this offering as follows:

​

•

approximately $24.4 million to fund the Phase 1 work program at our Pilot Mountain project, including (i) core drilling at the Desert Scheelite, Garnet and Gunmetal deposits and exploration targets, (ii) assay costs, (iii) metallurgical test work, (iv) geological modeling, (v) hydrology baseline studies, (vi) ore characterization studies, (vii) permitting and bonding activities, (viii) pre-feasibility study work, (ix) reporting, (x) labor and support staff and (xi) equipment and materials;

​

​

•

approximately $8.5 million for the Phase 2 work program at Pilot Mountain, including (i) additional core drilling, (ii) follow-up metallurgical test work, (iii) expanded permitting and bonding, (iv) feasibility study preparation, (v) labor and support staff and (vi) field infrastructure;

​

​

•

approximately $7.2 million for exploration work and initial scoping and engineering at Tempiute and other exploration projects; and

​

​

•

the remainder for general corporate purposes.

​

The foregoing represents our current intentions to use and allocate the net proceeds of this offering based upon our present plans and business conditions. Our management, however, will have broad discretion in the way that we use the net proceeds of this offering. The amounts and timing of our actual expenditures may vary significantly and will depend on numerous factors, including market conditions, cash generated or used by our operations, business developments, industry developments and opportunities that may arise. We may find it necessary or advisable to use portions of the proceeds we receive for other purposes. See “Risk Factors — Risks Relating to Our ADSs and the Offering — We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.”

 

56

 

DIVIDEND POLICY

We have never declared or paid cash dividends on our ordinary shares. We currently intend to retain any future earnings to fund the operation and expansion of our business, and we do not expect to declare or pay any dividends for the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.

Under English law, among other things, we may only pay dividends if we have sufficient distributable reserves (determined by reference to our relevant (non-consolidated) accounts), which are our accumulated realized profits that have not been previously distributed or capitalized less our accumulated realized losses, so far as such losses have not been previously written off in a reduction or reorganization of capital. In addition, as a public limited company incorporated in England and Wales, we will only be able to make a distribution if the amount of our net assets is not less than the aggregate of our called-up share capital and undistributable reserves and if, and to the extent that, the distribution does not reduce the amount of those assets to less than that aggregate.

See “Risk Factors — Because we may not pay any cash dividends on our ADSs in the future, capital appreciation, if any, may be your sole source of gains and you may never receive a return on your investment.”

 

57

 

CAPITALIZATION

The following table sets forth our cash and cash equivalents and total capitalization as of December 31, 2025, as follows:

•

on an actual basis; and

​

​

•

on an as adjusted basis to reflect (i) the issuance of 229,249 ordinary shares subsequent to December 31, 2025 but prior to the date of this prospectus pursuant to our equity incentive plans and (ii) the issuance and sale of ADSs in this offering at the assumed initial public offering price of $16.35 per ADS, which reflects the U.S. dollar equivalent of the closing price of our ordinary shares on AIM of £2.45 on March 12, 2026 (based on an assumed exchange rate of £1.00 to $1.3349), after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

​

You should read this information in conjunction with our consolidated financial statements and the related notes appearing at the end of this prospectus and “Use of Proceeds,” “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information contained in this prospectus.

(1)

Cash and cash equivalents consist of bank balances.

​

(2)

Trade and other payables are the sum of trade payables, other payables and accrued expenses.

​

(3)

Total capitalization is the sum of our total liabilities and total equity.

​

​

(4)

As adjusted to give effect to the sale by us of 3,058,100 ADSs at a public offering price of $16.35 per ADS, which reflects the U.S. dollar equivalent of the closing price of our ordinary shares on AIM of £2.45 on March 12, 2026 (based on an assumed exchange rate of £1.00 to $1.3349), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase or decrease in the assumed initial public offering price of $16.35 per ADS, which reflects the U.S. dollar equivalent of the closing price of our ordinary shares on AIM of £2.45 on March 12, 2026 (based on an assumed exchange rate of £1.00 to $1.3349), would increase or decrease the as adjusted amount of each of cash and cash equivalents, share premium, total equity and total capitalization by

​

 

58

 

approximately $2.9 million, assuming the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. An increase or decrease of 1,000,000 ADSs in the number of ADSs offered by us, as set forth on the cover page of this prospectus, would increase or decrease the as adjusted amount of each of cash and cash equivalents, share premium, total equity and total capitalization by approximately $15.4 million, assuming no change in the assumed initial public offering price per ADS and after deducting the estimated underwriting discounts and commissions.

Other than the following share issuances and warrant exercises, there have been no material changes in our capitalization since December 31, 2025:

•

On January 2, 2026, we issued 229,249 new ordinary shares of £0.01 each pursuant to our Short Term Incentive Plan awards for 2025.

​

As of December 31, 2025, we had 168,498,967 ordinary shares outstanding.

As adjusted equity amounts shown in the table above exclude the impact of 13,943,886 ordinary shares issuable upon exercise of outstanding warrants and options and under the Company's existing equity incentive plans:

​

•

4,089,027 ordinary shares issuable upon exercise of share warrants outstanding as of March 12, 2026; and

​

​

•

9,854,859 ordinary shares issuable upon exercise of options outstanding as of March 12, 2026.

​

 

59

 

DILUTION

If you invest in our ADSs pursuant to this offering, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and the as adjusted net tangible book value per share immediately following the consummation of this offering.

At December 31, 2025, we had a historical net tangible book value of $7.9 million, corresponding to a net tangible book value of $0.05 per share or $0.24 per ADS based on an ordinary share to ADS ratio of five to one. Net tangible book value per share represents the amount of our total assets less our total liabilities, excluding goodwill and other intangible assets, divided by the total number of our ordinary shares outstanding.

After giving effect to the sale by us of 3,058,100 ADSs (representing an aggregate of 15,290,500 ordinary shares) in this offering at the assumed initial public offering price of $16.35 per ADS, which reflects the U.S. dollar equivalent of the closing price of our ordinary shares on AIM of £2.45 on March 12, 2026 (based on an assumed exchange rate of £1.00 to $1.3349), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value at December 31, 2025, would have been approximately $52.2 million, representing $0.28 per share or $1.42 per ADS. This represents an immediate increase in net tangible book value of $0.24 per share or $1.19 per ADS to existing shareholders and an immediate dilution in net tangible book value of $2.99 per share or $14.93 per ADS to new investors purchasing ADSs in this offering at the assumed initial public offering price. Dilution in net tangible book value per ADS to new investors is determined by subtracting as adjusted net tangible book value per ADS after this offering from the assumed initial public offering price per ADS paid by new investors.

The following table illustrates this dilution to new investors purchasing ADSs in the offering.

If the underwriters exercise their option to purchase additional ADSs from us in full, our as adjusted net tangible book value per ADS after this offering would be $1.38 per ADS, representing an immediate increase in as adjusted net tangible book value per ADS of $1.14 per ADS to existing shareholders and immediate dilution of $14.97 per ADS in as adjusted net tangible book value per ADS to new investors purchasing ADSs in this offering, based on an assumed initial public offering price of $16.35 per ADS, which reflects the U.S. dollar equivalent of the closing price of our ordinary shares on AIM of £2.45 on March 12, 2026 (based on an assumed exchange rate of £1.00 to $1.3349).

Each $1.00 increase (decrease) in the assumed initial public offering price of $16.35 per ADS, which reflects the U.S. dollar equivalent of the closing price of our ordinary shares on AIM of £2.45 on March 12, 2026 (based on an assumed exchange rate of £1.00 to $1.3349), respectively, would increase (decrease) the as adjusted net tangible book value after this offering by $0.01 per ADS and the dilution per share to new investors in the offering by $14.92 per ADS, assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same.

The following table summarizes, as of December 31, 2025, on an as adjusted basis the total number of ordinary shares purchased from us (including those represented by ADSs), the total consideration paid to us and the average price per share paid by the existing shareholders and by new investors purchasing ADSs in this offering.

 

60

 

To the extent any of our outstanding options are exercised, there will be further dilution to new investors.

If the underwriters exercise their option to purchase additional ADSs from us in full:

​

•

the percentage of ordinary shares held by existing shareholders will decrease to approximately 90.6% of the total number of our ordinary shares outstanding after this offering; and

​

​

•

the number of shares (including those represented by ADSs) held by new investors will increase to approximately 9.4% of the total number of our ordinary shares outstanding after this offering.

​

 

61

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion together with “Selected Consolidated Financial and Other Data” and the consolidated financial statements and related notes included elsewhere in this prospectus. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Overview

We are a U.S.-focused exploration-stage critical minerals company with a portfolio of tungsten and polymetallic exploration projects located in the State of Nevada. Our principal tungsten asset is the Pilot Mountain project, followed by the Tempiute project, which are both situated in historic tungsten districts with well-known occurrences of scheelite-bearing skarn mineralization that have seen prior tungsten mining activity by third parties. In addition, we hold early-stage copper, gold, silver and lithium exploration properties, which we believe provide optionality and exposure to broader critical-minerals thematic trends.

Tungsten is designated as a critical mineral in the United States and the European Union. A diversified, domestic supply of tungsten in the United States is increasingly viewed as strategically important due to concentrated global production and recent export controls in China, which accounted for approximately 84% of global output in 2024. Over the past year, we have advanced our flagship Pilot Mountain project through a drilling program that returned tungsten, copper and silver intercepts, and have continued geological, metallurgical, environmental and engineering work to support future development planning.

Key Factors Affecting Our Financial Condition and Results of Operations

Our financial condition and results of operations are influenced by a combination of external market forces and internal development milestones. As an exploration-stage company with assets located in Nevada and no operating revenue, the following factors are expected to have the most significant impact on our financial condition and results of operations:

•

Commodity prices. Our project economics are directly affected by movements in the price of tungsten, which remains the key value driver across our portfolio. Tungsten prices strengthened during the period following China’s February 2025 export restrictions and have remained subject to heightened volatility. Future declines or volatility could adversely impact our ability to advance the development of our projects, access the capital markets and attract project financing.

​

•

Supply and demand fundamentals. Global demand for tungsten is closely linked to industrial output, defense spending and investment in energy-transition technologies. Any sustained slowdown in these sectors, or material changes in Chinese export policy or global trade dynamics, could affect long-term pricing and the pace at which new projects are brought online.

​

•

Input-cost inflation. Increases in the cost of drilling, fuel, power and contract services can affect the economics of exploration and future development studies. Broader inflationary pressures and supply-chain constraints in the U.S. mining and construction sectors may also influence our cost base and by extension the economics of our projects.

​

•

Government policy and funding. As a participant in the U.S. critical-minerals and defense supply chain initiatives, our progress has been and we believe will continue to be influenced by the timing and availability of federal support. We intend to, where available, take advantage of any future additional funding opportunities under the Defense Production Act or other government programs that provide important levers for accelerating project development.

​

•

Access to capital markets. Our ability to fund ongoing exploration and development depends on conditions in the capital markets and investor sentiment towards the critical-minerals sector. We believe maintaining strong trading liquidity on AIM will remain essential to meeting our medium-term objectives.

​

 

62

 

•

Foreign-exchange movements. We report and hold most of our cash in U.S. dollars but we are a public company incorporated in England and Wales and have raised capital in pounds sterling. Movements in the USD/GBP exchange rate can therefore influence our reported results and available working capital.

​

•

Tariffs and trade restrictions. Any changes in tariffs or export control policies on tungsten ore, concentrates or finished products could alter global trade flows and pricing structures, which may influence the economics and attractiveness of our project or potentially affect future sales and competitiveness once in production.

​

Collectively, these factors will determine the pace at which we can advance the Pilot Mountain and Tempiute projects, secure financing and position the Company to transition from exploration toward development.

Components of Our Results of Operations

Our results of operations reflect our activities as an exploration-stage company. We do not yet generate revenue, and our expenses mainly relate to corporate, exploration and project-related activities.

Revenue

We are an exploration-stage company and do not currently generate revenue. We expect to begin earning revenue only once our projects are developed and enter production.

Gross profit

Gross profit represents revenue less the direct costs of generating that revenue, such as production or service delivery costs. As we do not yet have commercial operations or sales, we have not recorded any gross profit for the periods presented.

Other income

Other income generally includes items such as consultancy or technical service fees, government grants, or other non-recurring receipts that are not part of our core exploration activities. During the fiscal year ended June 30, 2025, this primarily related to consultancy work performed for a third party, unrelated to our existing product portfolio.

Administrative expenses

Administrative expenses primarily relate to consulting and director fees. Other administrative expenses include professional services fees for auditing, tax and general legal services, investor relations, as well as expenses associated with the requirements of being a listed public company on AIM. We expect that our administrative expenses will increase in the future as our business expands. These increases will likely include increased costs related to the hiring of additional personnel and fees to outside consultants, lawyers and accountants, among other expenses. Additionally, we anticipate increased costs associated with being a U.S. public company, including expenses related to services associated with maintaining compliance with NYSE American rules and SEC requirements, director compensation, insurance and investor relations costs.

Finance income

Finance income mainly represents interest earned on cash and short-term deposits.

Taxation

Taxation represents income tax expense or benefit, including the impact of tax losses that may be available to offset future taxable profits under applicable tax rules.

 

63

 

Exchange translation

In preparing our financial information, transactions in currencies other than our functional currency, which is USD, are recorded at the rates of exchange prevailing on the dates of the respective transactions. At the respective balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at such balance sheet date. Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are included in our results of operations.

Segment Reporting

We operate and report one business segment, which is the exploration and evaluation (“E&E”) of mineral resources in Nevada, United States.

Results of Operations

Six months ended December 31, 2025 compared to the six months ended December 31, 2024

The following table sets forth our results of operations for the six months ended December 31, 2025 and 2024:

Revenue

We did not generate revenue for the six months ended December 31, 2025 and 2024, as our projects remain in the exploration-stage.

Gross profit

We did not generate a gross profit for the six months ended December 31, 2025, compared to $2,000 for the six months ended December 31, 2024.

Other income

We did not have other income for the six months ended December 31, 2025, compared to $2,000 for the six months ended December 31, 2024.

 

64

 

Administrative expenses

Administrative expenses increased to $4,792,000 in the six months ended December 31, 2025, from $988,000 in the six months ended December 31, 2024. This increase mainly reflects higher corporate and professional-service costs associated with advanced project work, meeting public-company reporting requirements, capital markets and investors relations and general cost inflation.

Finance income

Finance income was $21,000 in the six months ended December 31, 2025, compared to $0 for the six months ended December 31, 2024, which was derived primarily from interest earned on short-term cash deposits.

Taxation

We recorded no tax expenses for the six months ended December 31, 2025 and 2024, as we did not generate taxable profits in either year.

Exchange translation

Exchange translation losses were $427,000 in the six months ended December 31, 2025, compared with negative $101,000 in the six months ended December 31, 2024. The loss is mainly driven by the depreciation of the pound sterling against the U.S. dollar, resulting in adverse transaction effects on our non-USD-denominated net assets.

Net loss

Our loss for the six months ended December 31, 2025 was $5,198,000, compared with $1,087,000 in the six months ended December 31, 2024. The wider loss was driven mainly by higher corporate and professional-service costs associated with advanced project work, meeting public-company reporting requirements, capital markets and investors relations and general cost inflation.

Fiscal year ended June 30, 2025 compared to the fiscal year ended June 30, 2024

The following table sets forth our results of operations for the fiscal years ended June 30, 2025 and 2024:

 

65

 

Revenue

We did not generate revenue for the fiscal years ended June 30, 2025 and 2024, as our projects remain in the exploration-stage.

Gross profit

We did not generate a gross profit for the fiscal years ended June 30, 2025 and 2024.

Other income

Other income increased to $2,000 in the fiscal year ended June 30, 2025, compared to $0 for the fiscal year ended June 30, 2024, representing a small amount of consultancy work performed for a third party, unrelated to our existing project portfolio.

Administrative expenses

Administrative expenses increased to $2,719,000 in the fiscal year ended June 30, 2025, from $1,376,000 in the fiscal year ended June 30, 2024. This increase mainly reflects higher corporate and professional-service costs associated with advanced project work, meeting public-company reporting requirements and general cost inflation.

Finance income

Finance income was $6,000 in the fiscal year ended June 30, 2025, compared to $0 in the fiscal year ended June 30, 2024, which was derived primarily from interest earned on short-term cash deposits.

Taxation

We recorded no tax expenses for fiscal years ended June 30, 2025 and 2024, as we did not generate taxable profits in either year.

Exchange translation

Exchange translation gains were $908,000 in the fiscal year ended June 30, 2025, compared with negative $13,000 in the fiscal year ended June 30, 2024. The gain mainly reflects the strengthening of pound sterling against the U.S. dollar during the year, which increased the translated value of sterling-denominated balances.

Net loss

Our loss for the fiscal year ended June 30, 2025 was $2,711,000, compared with $1,376,000 in the fiscal year ended June 30, 2024. The wider loss was driven mainly by higher administrative expenses as we advanced corporate and technical activities.

Liquidity and Capital Resources

We finance our operations primarily through the sale of equity securities. As an exploration-stage company, our cash needs relate mainly to project evaluation, permitting, corporate overhead and working-capital requirements.

 

66

 

As of December 31, 2025, we had cash and cash equivalents of $10,562,000, compared with $2,489,000 as of December 31, 2024. As of June 30, 2025, we had cash and cash equivalents of $1,873,000, compared with $3,033,000 as of June 30, 2024. Our cash and cash equivalents consist of balances held at banks and short-term deposits that are readily available to meet our obligations.

Our approach to managing liquidity is to maintain sufficient cash resources to meet our liabilities as they fall due under both normal and stressed conditions, while limiting credit exposure and preserving capital. We monitor liquidity on a rolling basis, considering expected cash inflows from financing activities and anticipated exploration and administrative expenditures.

As of December 31, 2025, we had trade and other receivables of $245,000 and trade and other payables of $2,896,000, compared with $179,000 and $368,000, respectively, as of December 31, 2024. As of June 30, 2025, we had trade and other receivables of $175,000 and trade and other payables of $1,776,000, compared with $236,000 and $826,000, respectively, as of June 30, 2024. Working-capital movements primarily reflect the timing of project and corporate payments.

We believe our existing cash resources will be sufficient to fund current operations and planned exploration activities for at least the next 12 months. Future funding needs will depend on the pace of project development, the results of ongoing technical studies and the timing of regulatory milestones. We expect to access the equity markets opportunistically and as needed to support these activities and may also evaluate potential strategic or government-funding opportunities.

The following table presents the summary consolidated statement of cash flows for the periods presented.