OTC: BLTH
AMERICAN BATTERY MATERIALS, INC.CIK 0001487718 · Mining & Quarrying
We operate as a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. On November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus… About this business →
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About AMERICAN BATTERY MATERIALS, INC.
Source: Item 1 (Business) from the 10-K filed March 19, 2026. Description as filed by the company with the SEC.
Item
1. Business.
Overview
of Our Company
We
operate as a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally
responsible manner. On November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah
for $100,000 plus the future payment of royalties based on a percentage of the net revenue (2%) from the sale of all minerals produced
from this portion of the mining property. The acquisition was driven by historical mineral data from seven existing wells with brine
aquifer access. We have not yet commenced any mining operations, and we are an exploration stage issuer, as defined in SEC Regulation
S-K Item 1300 (“Regulation S-K 1300”). An independent third-party technical report indicated that further investment and
development in the claims was warranted, although no determination has been made whether we have any reserves of minerals. Similarly,
no determination has been made whether mineralization could be economically and legally produced or extracted. We have no mineral reserves
as defined by Regulation S-K 1300 and have had no mining revenue to date.
In
July 2023, we acquired and staked additional mining claims adjacent to our Lisbon Valley Project in Utah. The new claims have been
registered with the Bureau of Land Management (BLM). We now own a total of 743 placer claims over 14,320 acres, comprised of the 102
original claims held and the 641 new claims.
Read full description ↓
Our
Growth Strategy
Our
strategic goal is to become a producer of lithium and magnesium in the United States. Currently, the U.S. has no domestic primary magnesium
production since the last facility idled in 2020 amid high energy costs, stringent regulations, and competition from low-cost Chinese
import, leaving the nation 100% import-dependent for primary magnesium metal. We are one of only three major domestic efforts underway
to restart primary production: alongside startups like Magrathea Metals (developing seawater electrolysis tech with DoD backing) and
Tidal Metals (pioneering zero-carbon electrical extraction from seawater brines), Our company is positioned to help rebuild a secure,
sustainable U.S. supply chain for this critical mineral essential to defense, automotive lightweighting, and clean energy technologies.
We
believe that a strategy centered on advanced brine extraction technologies, specifically Direct Lithium Extraction (DLE), a process that
pumps lithium-rich brine to the surface and selectively extracts lithium on-site using sorbents, ion exchange, or membranes before reinjecting
the lithium-depleted brine back into the subsurface, represents the most cost-effective, environmentally responsible, and capital-efficient
pathway currently available for domestic lithium and magnesium production compared to traditional hard-rock mining or conventional solar
evaporation. DLE enables accelerated production timelines (months rather than years), lithium recovery rates exceeding 90%, markedly
lower water consumption, a minimal surface footprint, and the ability to co-produce high-value magnesium while reinjecting spent brine
into the formation to maintain reservoir pressure and eliminate tailings entirely. By avoiding surface disturbance and permanent land
deconstruction, this closed-loop approach aligns fully with our sustainability and ESG objectives. We intend to develop our projects
on a measured timeline that balances near-term cash flow generation with long-term value maximization, delivering secure, low-carbon
domestic supply of these critical minerals in a manner that is both economically superior and environmentally responsible.
We
have been executing the necessary steps to determine analytical results for our technical report, which should provide current results,
analytical, geotechnical modeling, aquifer modeling, recharge, flows and depth. We have engaged RESPEC Company LLC (“RESPEC”)
as our geotechnical, engineering and resource management firm to assist in the exploration of the Lisbon Valley brine extraction project
(the “Lisbon Valley Project”). Leveraging the expertise of both our management team and RESPEC, our plan is to focus on several
initiatives, including:
●
advancement
of geotech, engineering, geology and fieldwork to complete technical reports on the Lisbon Valley Project;
●
understanding
Lisbon Valley brines, on and around owned leases;
●
develop
a well plan to re-enter, sample and test the “Superior Well,” that has a historical lithium concentration of 340 ppm
(parts per million) and 74,400 ppm of magnesium;
●
enter
other prospective plugged and abandoned wells, taking brine samples and performing hydrological testing at each identified high potential
zone to evaluate the properties of the clastic formation;
●
as
information collection and analysis advances, prepare technical reports following the Regulation S-K Subpart 1300’s standards
of disclosure for mineral projects, including an initial assessment, preliminary feasibility study and feasibility study;
●
not
only test the collected brines for lithium and magnesium, but also for previously identified high value elements such as cobalt,
manganese, suites of metals in the alkaline earth metals, transition metals and halogens group; and
●
based
on the results of the Superior well, develop area resource estimates.
1
The
Lisbon Valley of Utah provides a number of collaborative benefits to attain these initiatives, including:
●
an
area historically rich with industrial and natural resource extraction;
●
a
developed infrastructure including access to high voltage electrical power as well as proximity to major roadways and rail spurs;
and
●
state
and local agency support through the Utah Division of Oil, Gas and Mining (UDOGM) and the Trust Land Administration (SITLA).
We
will also look to expand our holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities.
We continue to explore and evaluate opportunities to further expand our resource base and production capacity through the possible acquisition
of properties and projects in other areas of the United States and South America.
As
part of our strategy for growth, our projects and strategic investments will be developed on a measured timeline, and we will evaluate
all opportunities to further expand our resource base and production capacity. We understand that our timelines are subject to a variety
of risks and variables, including, without limitation, obtaining permits, approvals and funding. We are also focused on the implementation
of direct lithium extraction (DLE) technologies, which we believe have the potential to significantly increase the supply of lithium
and magnesium from our brine projects, similar to the impact which shale did for oil.
To
achieve our goal of becoming a producer of lithium, we will rely on our competitive strengths and experienced management team to explore
and consider all opportunities to generate revenue and increase our projects, properties and assets, as well as all potential funding
options. Some opportunities for growth may be in the form of (i) strategic partnerships, (ii) off-take agreements, (iii) diversification
of projects and properties, (iv) acquisitions of companies and technologies, and (v) participation in related commercial development
activities.
The
Lithium and Magnesium Market
Lithium
and magnesium are on the list of the 35 minerals considered critical to the economic and national security of the United States, as first
published by the U.S. Department of the Interior on May 18, 2018.
On
March 20, 2025, President Donald J. Trump signed an Executive Order aimed at increasing American mineral production to enhance national
security, reduce reliance on foreign minerals, and create jobs. The order directs federal agencies to expedite permitting for mineral
projects, prioritize critical mineral deposits on federal lands, and utilize the Defense Production Act to expand domestic capacity.
The Executive also establishes a critical minerals fund and encourages collaboration with private industry to secure a resilient supply
chain for materials like rare earths, uranium, copper, and coal. Highlighting the strategic importance of critical minerals for emerging
technologies and military readiness, the administration seeks to address the U.S.’s significant import dependence—particularly
on China, which supplies 70% of rare earths— and signal a clear shift in focus toward U.S.-centric projects and national security.
In an article from April 4, 2024, titled “US lithium demand predicted to grow nearly 500% by 2030”, Fastmarkets forecasts
a significant growth in demand for lithium in the US of 487% to almost 412,000 tonnes of lithium carbonate equivalent by 2030.
In
August 16, 2022, Section 45X Advanced Manufacturing Production Tax Credit (AMPTC) was enacted as part of the Inflation Reduction Act.
For critical minerals listed under Section 45X(c)(6) (explicitly including lithium and magnesium) the credit delivers a 10% cash tax
credit (or direct-pay equivalent for certain entities) on the taxpayer’s eligible costs of production. IRS final regulations issued
October 28, 2024 clarified that the cost basis can include U.S.-based extraction costs and both direct and indirect material costs (even
if sourced internationally), provided proper supplier certifications are obtained to prevent double-claiming. On July 4, 2025, President
Trump signed H.R.1, the One Big Beautiful Bill Act (OBBBA), into law, introducing revisions to the Section 45X Advanced Manufacturing
Production Tax Credit for critical minerals. The OBBBA eliminates this exemption, imposing a phasedown to 75% (7.5%) in 2031, 50% (5%)
in 2032, and 25% (2.5%) in 2033 before full termination on December 31, 2033, limiting full access to pre-2032 operational projects.
2
In
June 2021, the U.S. Department of Energy published a report titled “National Blueprint for Lithium Batteries 2021-2030” (the
“NBLB Report”) which was developed by the Federal Consortium for Advanced Batteries (“FCAB”), a collaboration
by the U.S. Departments of Energy, Defense, Commerce, and State. According to the Report, one of the main goals of this U.S. government
effort is to “secure U.S. access to raw materials for lithium batteries”. The NBLB Report summarizes the U.S. government’s
views on the need for lithium and the expected growth of the lithium battery market as follows:
●
“A robust, secure,
domestic industrial base for lithium-based batteries requires access to a reliable supply of raw, refined, and processed material inputs…”;
and
●
“The worldwide
lithium battery market is expected to grow by a factor of 5 to 10 in the next decade.”
The
magnesium market presents significant growth opportunities across multiple high-demand sectors. In the automotive industry, magnesium’s
lightweight properties are essential for meeting stringent weight performance metrics in cars and trucks, enhancing fuel efficiency and
performance. Similarly, in aerospace, magnesium’s exceptional strength-to-weight ratio, corrosion resistance, and efficient heat
dissipation make it indispensable for cutting-edge applications. Furthermore, magnesium’s designation as a critical mineral by
the U.S. Geological Survey (2022) qualifies it for Defense Production Act Title III support, bolstering domestic supply chains and reinforcing
its strategic importance. The U.S. budget reconciliation bill’s allocation of $20 billion to domestic munitions production underscores
the need for reliable magnesium supplies, critical for advanced weaponry. The U.S. now relies entirely on magnesium imports and recycling
to meet domestic demand. Global primary magnesium production in 2023 was estimated at 940,000 metric tons, with China dominating at nearly
90% of the supply. The last remaining primary facility, US Magnesium LLC’s electrolytic plant in Rowley, Utah (which drew magnesium
chloride brine from the Great Salt Lake) effectively ceased primary magnesium output in late 2019/early 2020 and has remained idled ever
since.
The
growth in electric vehicles (“EVs”) will provide the greatest needs for lithium-based batteries. The BloombergNEF Electric
Vehicle Outlook 2024 presents an optimistic view of EV demand and sales growth, albeit not at the accelerated pace witnessed during 2020-2024.
According to that report, global passenger EV sales are projected to climb from 13.9 million in 2023 to over 30 million by 2027, with
the EV share of new vehicle sales reaching 33%, driven by declining battery costs—down 90% over the past decade—and innovative
models from automakers. Meanwhile, the report notes that the commercial sector is accelerating, with electric vans and buses poised for
significant gains; sales of electric light-duty delivery vans and trucks are spreading rapidly in China, South Korea, and Europe, approaching
one-third of sales by 2030, while municipal buses are expected to exceed 60% of sales by the same year.
The
U.S. EV market is showing promising growth, with Kelley Blue Book reporting in an article from January 14, 2025, titled “America
Set EV Sales Record in 2024” that 1.3 million EVs were sold in 2024—a 7.3% rise from 2023—bolstered by a strong fourth
quarter where sales grew over 15% compared to the previous year. Cox Automotive’s 2025 outlook offers a positive forecast, predicting
EVs and hybrids will account for 25% of U.S. car sales, with full EVs expected to reach 10%, up from 7.5% last year, suggesting steady
progress in electrification. Despite uncertainties around tariffs and potential changes to federal clean vehicle credits, EV adoption
continues to climb—Rho Motion, in a press release from March 12, 2025 titled “Global EV Sales Up 50% in February 2025”,
notes an encouraging 28% increase in sales for fully electric and plug-in hybrid models in the first two months of 2025 in the U.S. and
forecast a 16% growth in U.S. and Canada in 2025 versus 2024, reflecting a resilient and growing interest in EVs among American buyers.
The
Canaccord Genuity report from March 20, 2025, highlights that while EV sales are expected to grow at a slower pace —with a revised
forecast showing more modest 10% CAGR to 2035, down from a 40% CAGR between 2020 and 2024—the burgeoning Battery Energy Storage
Systems (BESS) market will help offset this decline. BESS installations have surged at a 150% CAGR since 2020, reaching 166 GWh in 2024,
and are projected to grow to 2,100 GWh by 2035 at a 20% CAGR. This growth is driven not only by traditional grid and behind-the-meter
applications but also by increasing integration with renewable energy sources for data centers, which are expected to account for 5%
of global electricity demand by 2035 (up from 3%). This expansion in BESS capacity provides a robust counterbalance to the tempered EV
market, supporting continued demand for battery materials despite the EV slowdown.
Despite
current oversupply and low prices in battery raw material markets, in an article from January 7, 2025, titled “Battery minerals
deficits continue to be expected within a decade”, Benchmark Minerals forecasts significant deficits within a decade, with lithium
and nickel facing shortfalls of 572,000 tonnes and 839,000 tonnes by 2034—seven times larger than today’s surpluses. To meet
2030 battery demand, $514 billion in investment is needed, including $220 billion for upstream projects, with nickel ($66 billion) and
lithium ($51 billion) requiring the most. Lithium is seen as the primary bottleneck, needing mined supply to jump from over 1 million
tonnes in 2024 to 2.7 million tonnes by 2030, driven largely by EVs. Western efforts to reduce reliance on China, where costs are lower
due to lax regulations, may increase this investment figure, while the slow pace of mine development (5-25 years) versus faster midstream/downstream
projects (under 5 years) highlights a critical disconnect, underscoring the urgent need for upstream investment to support gigafactories
and future EV growth.
While
these figures are robust relative to historical data, there can be no guarantee that ultimate consumer adoption for EVs and plug-in-hybrid
vehicles will drive lithium demand as predicted.
3
Lithium
and Magnesium Brine Deposits and Direct Lithium Extraction
Lithium
and magnesium are mined from three different deposit types: brine deposits, pegmatite deposits (also referred to as “hard rock”)
and sedimentary deposits (also referred to as clay deposits). Brine deposits are the most common, accounting for more than half of the
world’s known lithium reserves and often contain magnesium as a significant co-occurring element. The economic focus in pegmatite
and sedimentary deposits typically remains on lithium or other primary minerals. All of our current projects focus on brine deposits,
where both lithium and magnesium are present, with magnesium often considered a key co-product or impurity. In 2023, Fastmarkets projected
that by 2030, 13% of global lithium production will come from DLE, with Chile and Argentina currently leading in brine-based lithium
production.
We
intend to recover lithium, magnesium and other potential minerals from brine through DLE rather than evaporation ponds. We believe the
DLE method has been gaining favor in the lithium industry over the last several years because it does not involve the use of evaporation
ponds. DLE is more acceptable from an environmental standpoint because it requires a much smaller footprint and minimal water consumption.
To date, we have not done any testing for the possibility of using DLE and will not be able to do any testing until samples of brine
are acquired from the target formations. See “Risk Factors – Our success as a company producing lithium, magnesium and related
products depends to a great extent on our research and development capabilities for direct lithium extraction and our ability to secure
capital for the implementation of brine processing plants.”
Direct
extraction technologies isolate lithium and magnesium out of brine using filters, membranes, ceramic beads or other equipment, which
is often housed in a small warehouse, significantly shrinking the environmental footprint of evaporation ponds used to produce commercial
quantities of lithium and magnesium. In DLE, subsurface lithium and magnesium from brine is pumped to a processing unit where an adsorption,
resin or membrane material is used to extract only the lithium and magnesium from the brine, while spent brine can be reinjected into
the basin aquifers. The extracted solution is then polished of impurities to yield battery-grade lithium or magnesium chloride product
suitable for sale in the global market for batteries and other applications. The more rapid production timeframe and possible brine reinjection
into the aquifer is a key environmental differentiator between the DLE process and traditional lithium process that uses evaporation
ponds.
Removing
magnesium from brines prior to the DLE process significantly enhances its efficiency by addressing the challenges posed by high Mg/Li
ratios, which often exceed 40:1 in natural brines. Implementing a dedicated magnesium extraction (DME) package before DLE reduces this
ratio, enabling higher lithium selectivity and recovery rates by minimizing magnesium’s interference with sorbents or extractants.
This pretreatment also prolongs the lifespan of adsorbents by preventing magnesium-induced fouling or scaling, which can degrade equipment
performance and increase maintenance costs. By reducing these operational costs through lower maintenance and reagent consumption, magnesium
stripping further optimizes the process. Additionally, if pH adjustments are required during DLE, removing magnesium first allows the
resulting solid waste to be repurposed as magnesia salt, creating a value-added byproduct stream that enhances the process’s economic
viability. By streamlining lithium extraction and mitigating operational issues, magnesium stripping optimizes DLE efficiency and supports
sustainable, cost-effective lithium production.
There
are several technologies to extract lithium and magnesium, broadly grouped into four main categories: adsorption, ion exchange, solvent
extraction and chemical precipitation:
●
Adsorption
physically absorbs lithium chloride (“LiCl”) or magnesium chloride (“MgCl2”) molecules onto the surface of
a sorbent from a loaded solution, with the lithium and magnesium then stripped from the surface of the sorbent using water.
●
Ion
exchange takes lithium or magnesium ions from the solution and replaces them with a different positively charged cation that is contained
in the sorbent material. An acidic (or basic) solution is required to strip the lithium and magnesium from the material and regenerate
the sorbent material.
●
Solvent
extraction removes lithium and magnesium ions from solution by contacting the solution with an immiscible fluid (i.e., oil or kerosene)
that contains an extractant that attaches to lithium and magnesium ions and brings them into the immiscible fluid, with the lithium
and magnesium then stripped from the fluid with water or chemical treatment. This is the most effective direct extraction technology
for magnesium and reduces the Mg/Li ratio in the brine, facilitating easier lithium extraction.
●
Chemical
precipitation is a physical-chemical process that uses a water-soluble salt that reacts with dissolved Li or Mg ions generating an
insoluble salt that is removed from solution by filtration. This typically occurs in the pH adjustment of brines or for the isolation
of magnesium from seawater and brine.
Our
identification as an “environmentally minded” business is evidenced by our commitment to deploy DLE rather than the typical
extraction techniques of hard-rock mining or underground brine water. Unlike those traditional methods for producing lithium and magnesium,
DLE uses filters, membranes or resin materials to extract the mineral from brine water, resulting in:
●
usage
of less water;
●
recycling
of the majority of the brine water used;
●
consumption
of less fossil fuels;
●
reduction
in the need for additional processing and alternative mining sources; and
●
leaving
an anticipated smaller physical and environmental footprints than would be required for the use of evaporation ponds.
4
Traditionally,
lithium and magnesium produced from brine water is stored in evaporation ponds. As the water evaporates, the other elements of the brine
such as magnesium or calcium precipitate out, leaving the brine more concentrated to produce lithium carbonate or magnesium chloride.
The evaporation process can take from 9 to 18 months depending on the type of project and weather conditions. With DLE, that process
can be shortened to days or even hours. DLE also reduces the amount of land required for the pond evaporation process, while the potential
to reinject the remaining brine water after the process further reduces the environmental impact.
Our
Market Opportunity
Our
Lisbon Valley Project (the “Project”) is located in San Juan County, Utah, approximately 35 miles southeast of the city of
Moab, part of an area known as the Paradox Basin. The Lisbon Valley Project consists of 743 placer mining claims staked on U. S. government
land administered by the BLM covering 14,320 acres, part of a semi-contiguous group named the LVL Group. The map below shows the
location of our Lisbon Valley Project, including the Superior 88-21 Peterson Federal ST1 well, and the approximate location of our claims:
5
The
maps above are referenced with Professional Land Survey System (“PLSS”) and a latitude/longitude reference coordinate, accurate
to 50 feet.
Our
placer claims are plotted on the figures above, which is a Public Land Survey System (PLSS) map using Salt Lake City Prime Meridian.
The claims are located in Southeast Utah in sections 17-18, 20-22, 25-29, 33-35 of Township 30 South and Range 25 East; sections 1, 3,
4, 8-15 of Township 31 South and Range 25 East; sections 31 of Township 30 South and Range 26 East and sections 5-9, 17 and 18 of Township
31 South and Range 26 East. The latitude and longitude of the southeast corner of Section 36, Township 30 South, 25 East is noted on
the figure is accurate to +/- 50 feet.
Oil
and gas drilling and production, along with ranching, have made the area relatively accessible. There is a network of dirt and paved
roads within the claims area, which service the oil and gas wells and the Lisbon Valley copper mine. The Lisbon Valley copper mine is
in the heart of the Lisbon Valley and is currently producing copper cathode. Two existing natural gas pipelines traverse the claims.
High voltage electrical power is supplied to the Lisbon Valley copper mine, also within the claim area, for use in the electrowinning
copper recovery process. Nine wellbores (eight oil and gas and one potash) are available for re-entry and nearby water rights and private
land are available for sale or lease.
The
region has a history of mining, primarily uranium and vanadium, that dates back as far as 1881. Moab, Utah, the nearest population center
to the property, is a city of 5,336 persons (2020 Census). It is located in a relatively remote portion of Utah but is easily accessed
by U.S. Highway 191. Highway 191 intersects with Interstate 70 about 30 miles (48 kilometers) north of Moab, at Crescent Junction. Moab
is a tourist destination and has numerous motels and restaurants. Moab is the nearest source of labor.
6
There
has been no exploration or drilling conducted on the property by ABM; however, historical drilling by oil, gas, and potash operators
on ABM claims, as well as in the surrounding area, has contributed valuable data registered with the United States Geological Survey
(USGS). It will be necessary for us to re-enter an existing well or drill a new well to obtain brine samples for further analysis and
metallurgical testing. The exploration permit for the site has been obtained from both the Federal BLM and the State UDOGM. ABM is currently
preparing for the operational drilling phase of the project subject to obtaining financing.
We
believe there is abundant evidence from oil, gas and potash wells drilled in the Paradox Basin indicating a probability of identifying
and producing super saturated brines from beneath the Project. The geology of the area of the Project and of the Paradox Basin as a whole
is complex, although zones have been targeted and proven and they are mappable within and beyond the claims area. It is not likely that
the same zones vary significantly in terms of reservoir quality and thickness as evidenced by log analysis; however, these parameters
have not been confirmed by actual testing by us.
We
have not calculated mineral and resource estimation and has no revenue being generated from the subject property. The only way to determine
if the lithium enriched brines exist and can be economically produced from the target zones is to drill exploration wells to produce
and test brine from the targeted zones. We through our wholly owned operating company Mountain Sage Minerals, LLC intends to drill two
appraisal wells on the subject property to evaluate reservoir properties (porosity, permeability and pressure), flow rates and in situ
mineral concentrations. Information from the two wells will be used to assess the resource potential and devise a detailed development
plan.
The
subsurface data collected from the two wells will be used to refine our proprietary subsurface model. The development model will include
a proprietary 3D seismic survey to refine the subsurface model and delineate reservoir(s) continuity below the subject property and allow
the team to select optimal spacing of future well locations and the network of production and injection wells required to fully develop
potential mineral (brine) resources. Based on a substantial number of studies with lithium analyses from the Paradox Basin, we believe
there is a substantial indication that lithium mineralization in brines occurs beneath the Project.
We
have retained a third-party consulting firm to assist with drilling, completion and review of test results for the two appraisal wells.
Any extracted brines should be tested to determine lithium and other important mineral concentrations and to prove the economic viability
of a pilot and permanent production program. We have identified an appraisal and development program that is proprietary. This information
will be disclosed in an advanced technical report after the appraisal wells are drilled and individual zones are identified and fully
evaluated. Cost estimates and authority for expenditures for both well tests and the 3D Survey are currently in process.
7
The
Technical Report Summary on the Project prepared by Bradley C. Peek, MSc. of CPG Peek Consulting, Inc., in accordance with Regulation
S-K 1300, is included as an exhibit to our registration statement, filed on February 12, 2024. The effective date of the report
is October 31, 2023.
Internal
Controls
Even
though we have yet to establish mineral resource and reserve estimates, we have established internal controls for reviewing and documenting
the information we intend to use to support mineral reserve and mineral resource estimates. We have engaged third party service providers
and specialists in geosciences, and data and engineering for exploration and mine productivity and efficiency. A review of all progress
on the development of our mineral resources and reserves estimates, including related assumptions, is undertaken and finalized by our
qualified person (“QP”).
When
determining resources and reserves, as well as the differences between resources and reserves, our QP will develop specific criteria,
each of which must be met to qualify as a resource or reserve, respectively. The QP and our management must agree on the reasonableness
of the criteria for the purposes of estimating resources and reserves. These criteria, such as demonstration of economic viability, points
of reference, and grade, must be specific and attainable. All estimates require a combination of historical data and key assumptions
and parameters. When possible, historical data and resources, data from public information, and generally accepted industry sources will
be used to develop these estimations.
We
have developed quality control and quality assurance (“QC/QA”) procedures at our Lisbon Valley property, which were reviewed
by our QP to ensure the process for developing mineral resource and reserve estimates is sufficiently accurate. QC/QA procedures include
independent checks on samples by third party laboratories, and duplicate sampling, among others. In addition, our QP will review the
consistency of historical production as part of its analysis of the QC/QA procedures.
We
recognize the risks inherent in mineral resource and reserve estimates, such as the geological complexity, interpretation and extrapolation
of data, changes in operating approach, macroeconomic conditions and new data, among others. Overestimated resources and reserves resulting
from these risks could have a material effect on future profitability.
Raw
Materials
We
do not have any material dependence on any raw materials or raw material suppliers. All the raw materials that we need are available
from numerous suppliers and at market-driven prices.
Intellectual
Property
We
do not own or license any intellectual property which we consider to be material.
Sales
and Marketing
We
currently do not have the commercial capabilities required to market and distribute lithium and magnesium. There is no assurance that
we will be able to attain the necessary sales and marketing capabilities or secure the services of a firm to provide those capabilities,
to achieve our sales expectations.
Customers
We
have no customers and have no off-take agreements with customers at this stage of our development.
Future
Production and Sales
We
expect the demand for our lithium and magnesium, if and when in production, to be facilitated by increasing global demand for lithium
and magnesium. We intend on utilizing intermediaries for sales in order to focus on our core competencies of exploration and extraction.
Competition
and Market Barriers
We
compete with other mineral and chemical processing companies in connection with the acquisition of suitable exploration properties and
the engagement of qualified personnel. Many of our competitors possess greater financial resources and technical facilities than we do.
Although we aspire to be a leading lithium and magnesium producer, the lithium and magnesium mining and chemical industries are fragmented.
We are one of many participants in these sectors. Many of our competitors, as compared to us, have been in business longer, have established
more strategic partnerships and relationships, and have greater financial accessibility.
8
While
we compete with other exploration companies in acquiring suitable properties, we believe there will be readily available purchasers of
lithium and magnesium chemical products or other industrial minerals if they are produced from any of our owned or leased properties.
The price of our planned products may be affected by factors beyond our control, including fluctuations in the market prices for lithium
and magnesium, supplies of lithium and magnesium, demand for lithium and magnesium, and mining activities of others. If we identify lithium
and magnesium mineralization that is determined to be of economic grade and in sufficient quantity to justify production, additional
capital would be required to develop, mine and sell that production.
Government
Regulation
Exploration
and development activities for our projects are subject to extensive laws and regulations, which are overseen and enforced by multiple
U.S. federal, state and local authorities as well as foreign jurisdictions. These applicable laws govern exploration, development, production,
exports, various taxes, labor standards, occupational and mine health and safety, waste disposal, protection and remediation of the environment,
protection of endangered and protected species, and other matters. Various permits from government bodies are required for drilling,
mining, or manufacturing operations to be undertaken, and we cannot be assured such permits will be received. Environmental laws and
regulations may also, among other things:
●
require
notice to stakeholders of proposed and ongoing exploration, drilling, environmental studies, mining, or production activities;
●
require
the installation of pollution control equipment;
●
restrict
the types, quantities and concentrations of various substances that can be released into the environment in connection with exploration,
drilling, mining, lithium manufacturing, or other production activities;
●
limit
or prohibit drilling, mining, lithium manufacturing or other production activities on lands located within wetlands, areas inhabited
by endangered species and other protected areas, or otherwise restrict or prohibit activities that could impact the environment,
including water resources;
●
impose
substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts
from our projects;
●
require
significant reclamation obligations in the future as a result of our extraction and chemical operations; and
●
require
preparation of an environmental assessment or an environmental impact statement.
Compliance
with environmental laws and regulations may impose substantial costs on us, subject us to significant potential liabilities, and have
an adverse effect on our capital expenditures, results of operations, or competitive position. Violations and liabilities with respect
to these laws and regulations could result in significant administrative, civil, or criminal penalties, remedial clean-ups, natural resource
damages, permit modifications and/or revocations, operational interruptions and/or shutdowns, and other liabilities, as well as reputational
harm, including damage to our relationships with customers, suppliers, investors, governments or other stakeholders. The costs of remedying
such conditions may be significant, and remediation obligations could adversely affect our business, results of operations, and financial
condition. Federal, state, and local legislative bodies and agencies frequently revise environmental laws and regulations, and any changes
in these regulations, or the interpretations thereof, could require us to expend significant resources to comply with new laws or regulations
or changes to current requirements and could have a material adverse effect on our business operations. As of December 31, 2025, we have
not been required to spend material amounts on compliance regarding environmental regulations.
Permits
Obtaining
and renewing governmental permits is a complex and time-consuming process and involves numerous jurisdictions, public hearings, and possibly
costly undertakings. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including
the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain
or renew permits that are necessary for our planned operations, or the cost and time required to obtain or renew such permits may exceed
our expectations. Any unexpected delays or costs associated with the permitting process could delay the exploration, development and/or
operation of our projects.
9
Environmental,
Social and Governance
We
are committed to ESG causes. As we start to hire employees for our projects, our hiring efforts will focus on hiring workers from communities
near our project areas. Many such communities have high levels of unemployment.
Human
Capital Management
As
of March 19, 2026, we had three full-time employees, who are our Chief Executive Officer, Chief Operating Officer and Chief
Financial Officer. We also utilize four independent contractors, two to provide us with accounting support and two for geological
expertise. We are committed to diversity, equity, and inclusion as part of our growth strategy. We will treat each employee and
job applicant without regard to race, color, age, sex, religion, national origin, citizenship, sexual orientation, gender identity,
ancestry, veteran status, or any other category protected by law. We believe in allocating resources and establishing, in an
equitable manner, policies and procedures that are fair, impartial, and just. To provide a diverse and inclusive workplace, we will
focus our efforts on creating a culture where all employees can contribute their skills and talents and be themselves.