Risk Factors Dashboard

Many junior miners do not have the capital or in-house capability to permit and operate their own processing facilities, yet they have a large supply of mined material requiring milling. It is often cost-prohibitive or impractical for these mine operators to send their materials to processing mills owned by large mining companies. While Nevada historically was a mining center with substantial milling capacity, over the past several decades most third-party toll milling operations in the state have been closed due to high regulatory costs and the vertical integration of major mining companies, leaving junior miners with few options for local milling services.

If and when our Tonopah processing facility is constructed, permitted, and becomes operational, management believes it could fill a critical gap by providing independent, custom toll milling capacity. The Company owns a ball mill and related equipment intended for use at the Tonopah site, and, to management’s knowledge, such equipment could represent the only operational custom toll milling ball mill within a 300-mile radius once the facility is operational. This could potentially enable the Company to serve junior miners in the western United States, Canada, Mexico, and Central America who currently lack convenient milling and processing options. However, until construction and permitting are completed and operations commence, the Company will not be able to provide these services or realize this potential competitive advantage.

In addition to the custom processing and permitted toll milling business, the Company is exploring the establishment of an industrial park on the Millers property in Esmeralda County, Nevada. The industrial park would serve as a central hub for renewable energy generation and storage, operating around the clock to attract and support tenants committed to producing NetZero goods and services, with a focus on data centers and AI farms. The industrial park will include a commercial solar farm, battery storage plus land dedicated to industrial storage, waste-to-energy generation and industrial manufacturing. The Company is actively exploring various funding sources to advance the establishment of the industrial park. Once operational the industrial park is envisioned to include a 2 GW solar farm, large battery storage centers, four 100,000 square foot data centers plus several industrial partners engaged in recycling industrial waste materials that include discarded windmill blades, corporate carpets, and other industrial manufacturing operations that are large consumers of renewable energy.

Recent Developments – Joint Venture Initiative

On November 24, 2025, the Company’s wholly owned subsidiary, Tonopah Custom Processing, Inc. (“TCP”), entered into a non-binding Joint Venture Term Sheet with ENERG4 Mining Company LLC (“ENERG4”) and certain technology contributors (the “IP Partners”). The term sheet outlines the principal terms for the proposed formation of Nexus 7 Elements LLC, a Texas limited liability company (the “JV”).

If definitive agreements are executed and the non-binding Nexus 7 Elements LLC joint venture is formed, TCP would hold a 51% interest, with ENERG4 and the IP Partners collectively holding 49%. The initial plan outlined a pilot processing operation at a 207-acre industrial site in Winnie, Texas, which offers existing processing and lab facilities in proximity to transportation infrastructure. This site would allow pilot-scale testing of advanced mineral processing technologies contributed by our JV partners. There can be no assurance, however, that the Nexus 7 JV will be consummated on the terms proposed, or at all, as it remains subject to further negotiation and execution of definitive agreements. Management believes that if successfully closed, this partnership could accelerate our technical capabilities in critical mineral processing in the interim before our Tonopah facility becomes operational. We will provide updates in our filings if and when the JV moves forward.

Toll Milling Business

Given the presence of significant historical gold and silver tailings on the Millers property, the re-establishment of the currently dormant milling operation could, if successfully permitted, financed, and constructed, provide the Company with an opportunity to establish a domestic toll milling operation. If operational, the milling facility would be designed to process previously mined tailings, which could allow for lower carbon emissions compared to traditional mining operations. However, the Company has not commenced milling operations and cannot do so until all required permits are obtained and sufficient capital is secured.

Process

The following descriptions reflect the Company’s planned toll milling processes and do not represent current operations, as the Company has not yet commenced processing activities. Toll milling is a process whereby mined material is crushed and ground into fine particles to ease the extraction of any precious minerals contained therein, such as minerals in the gold, silver and platinum metal groups. Custom milling and refining that are designed specifically for each ore load can include many different processes to maximize the extraction of precious metals from ore, carbon, or concentrates.

Toll Milling – Procedure

Ore is sent to our facility at the responsibility and cost of the customer. The Company will take a sample of the ore through a specific ore sampling procedure. The Company’s metallurgist will test the sample on site. To obtain a quantitative determination of the amount of a given substance in a particular sample, the Company can perform wet methods and dry methods. In the wet method, the sample is dissolved in a reagent, like acid, until the purified metal is separated out. In the dry method, the sample is mixed with a flux (a substance such as borax or silica that helps lower the melting temperature) and then heated so that the impurities in the metal fuse with the flux, leaving the purified metal as residue.

If it is determined that the sample is approved for processing, the customer and the Company will then agree upon a value of the metal grade per ton. If there is any disagreement on the value, a third-party referee determines the value by testing the sample. The Company charges either a flat fee per ton of the ore processed or a percentage of the precious metals extracted during processing, or a combination of both based on the amount of work that is performed.

There are various methods of extraction. The Company determines which method to use based upon the sample sent to the Company. In most situations, a series of tests will be performed on a bulk sample ranging in size from 250 to 1,000 pounds. A metallurgist will determine the best process or processes to use for the extraction based on several factors. These include the composition of the host rock, mineralization of the host rock, whether or not it is an oxide or sulfide ore body, and the particle size of the precious metal. After the metallurgist reviews these characteristics, the Company will run ore on a gold table and assays the concentrates, middlings, and tails. An assay is an investigative procedure for qualitatively assessing or quantitatively measuring the presence, or amount of, precious metals in ore. If there is too much gold in the middling or tails, the size of the grind is adjusted to increase yield or if there is not enough gold in the middlings or tails the Company grinds the material to a finer mesh.

Some of our miner customers will be able to take their tailings (the material left over after the desired minerals have been extracted) from the material they deposited with the Company and put it back in the exact same mines those particular tailings came from. This eliminates the need for the Company to dispose of those tailings.

Toll Milling – Concentrate/Leach Circuit

Concentration is the separation of precious minerals from other materials by utilizing different properties of the minerals to be separated including density, magnetic or electric and physiochemical. The Company will attempt to create a “concentrate” of minerals to reduce the size of each ton processed. The Company may also receive concentrates from customers, especially those where transport of tons of raw ore is not feasible.

The leaching process uses chemicals to extract the metals from the solid materials (concentrates) and bring them into a solution. Once the metals are in the solution, it is passed through carbon or resin columns where the precious metals are deposited onto the carbon/resin.

The metals will then be stripped from the carbon back into a different solution where they are pumped through an electrowinning circuit in a process called carbon stripping. The metals are then deposited onto stainless steel in the electrowinning circuit. After this stage, the metals are either sold or further refined off-site. The solution is recycled and used again to process additional material.

Industrial Park Business (Planned)

The industrial park initiative described below is in the conceptual and planning stage only. The Company has not commenced construction or operations related to the industrial park and will require substantial additional capital, regulatory approvals, and third-party participation to advance the project. There can be no assurance that the industrial park will be developed as currently envisioned, or at all. The planned industrial park will be called the ACRG Greenway to Power^TM Renewable Energy Industry Park It is envisioned as a large-scale industrial project planned on the 1,183 acre Millers property. The state-of-the-art facility will serve as a central hub for renewable energy generation and storage, operating 24/7/365 to attract and support tenants committed to producing NetZero goods and services. The industrial park will be designed to attract high-tech data centers and other energy-intensive industries by leveraging its unique advantages. These unique advantages include:

The above advantages are leveraged to establish a state-of-the-art industrial park centered around the ability to provide reliable power from an industrial scale solar farm supported by battery storage, the construction of four 100,000 square foot data centers, ownership of exclusive water rights, and a commitment to sustainability. ACRG is exploring opportunities in industrial storage whereby part of the 1,183 acre property will be allocated to be used for industrial storage by third-party companies. The industrial storage operations will transition over time into waste-to-energy and industrial manufacturing operations as the solar farm becomes operational, providing access to green electricity for NetZero manufacturing. We have identified the industrial storage of discarded commercial windmill blades as a potential business, where the windmill blades are initially stored and later recycled on site. The fiberglass and plastic are repurposed while the remaining residue is used for cement production and waste-to-energy processes, converting the remaining material into usable energy forms such as steam. Other waste-to-energy materials include industrial carpets and composite materials.

ACRG will seek to raise equity capital to fund the initial industrial park project development stages which include the creation of overall project plans, enhanced operational and financial analysis, screening and selection of potential partners and vendors, and securing city, state and federal support for the project. This includes, but is not limited to, laying the groundwork through infrastructure, regulatory, and labor partnerships. Parallel to the above activities ACRG will explore various grants (direct grants and matching grants) and low-cost debt funding sources to support the initial project development stages.

As the project becomes more defined, additional equity and debt will be secured to fund further project development, including the build-out of infrastructure, construction of four 100,000 square foot data farm structures, completion of the milling facility and four separate 0.5 GW solar farms in addition to attracting waste-to-energy and industrial storage operations to the location. The potential total scope of the ACRG Greenway to Power™ Renewable Energy Industrial Park, if fully developed as currently contemplated, could involve multi-year capital investment that management currently estimates could reach several billion dollars, inclusive of anticipated third-party investments. These estimates are preliminary, subject to change, and dependent on market conditions, financing availability, regulatory approvals, and execution risk.

SWIS Smart Device Business (Discontinued / Rescinded)

On September 13, 2023, the Company executed an agreement to acquire a 100% equity interest in SWIS, L.L.C. (“SWIS”). In exchange for the equity interests in SWIS, the Company issued 1,500,000 shares of restricted common stock to SWIS’s former owner, Launch IT, LLC, and assumed certain liabilities. As a result of the transaction, Launch IT, LLC became a significant stockholder of the Company and, as of December 31, 2024, beneficially owned approximately 10% of the Company’s outstanding restricted common stock.

The Company accounted for the acquisition of SWIS as an asset acquisition under ASC 805-50, as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset. The acquired asset consisted primarily of developed technology and exclusive commercialization license rights related to a patented algorithm and associated smart-device application intended to support public notification and monitoring related to Combined Sewer Overflow (“CSO”) events. The Company did not acquire ownership of the underlying patent, which had been assigned to the University of Louisville; rather, SWIS held rights intended to support commercialization of the technology.

The total purchase consideration for the SWIS acquisition was $5,007,730, consisting of restricted common stock valued at $4,875,000 and assumed accounts payable of $132,730. The restricted common stock was valued using the Company’s closing market price of $5.00 per share on the acquisition date, adjusted for a 35% liquidity discount due to the restricted nature of the shares. The total consideration was recorded as Developed Technology and Patent Rights, a definite-lived intangible asset with an estimated useful life of 14 years (150 months) from the acquisition date. Amortization was recorded on a straight-line basis through December 31, 2024.

The SWIS technology consisted of an algorithm and planned smart-device application designed to provide enhanced public notification and monitoring related to CSO events. Management initially intended to pursue pilot programs with municipal utilities and sewer districts; however, the Company did not commence any pilot program or commercial deployment due to ongoing liquidity constraints following the acquisition.

In December 2024, management concluded that the carrying value of the developed technology asset was not recoverable. In accordance with ASC 360, Impairment or Disposal of Long-Lived Assets, the Company evaluated the recoverability of the asset based on estimated future undiscounted cash flows expected to result from its use and eventual disposition. As those estimated cash flows were insufficient to recover the asset’s carrying amount, the Company recorded a full impairment charge of $4,574,871 as of December 31, 2024. Following the impairment, the developed technology asset had no remaining carrying value, and amortization ceased.

On November 21, 2025, the Company and Launch IT, LLC entered into a definitive agreement to rescind in full the prior SWIS transaction. Pursuant to the rescission agreement, Launch IT, LLC returned 1,470,000 shares of the Company’s common stock to the Company, and the Company retired such shares, resulting in a permanent reduction in the number of issued and outstanding shares. In connection with the rescission, the Company transferred back to Launch IT, LLC 100% of the equity interests in SWIS.

As a result of the rescission, SWIS was deconsolidated from the Company’s consolidated financial statements effective November 21, 2025, and the Company no longer holds any ownership interest in SWIS. Launch IT, LLC ceased to be a stockholder of the Company following completion of the rescission. The Company does not have any continuing operations, assets, or commercialization activities related to the former SWIS business.

Human Capital

As of December 31, 2025, we had 0 full-time employees and 10 consultants who devote substantial time to us.

Our Corporate Information

Our corporate headquarters are located at 12567 West Cedar Drive, Suite 104, Lakewood, Colorado 80228-2039. Our telephone number is (702) 458-1124. We maintain a website at https://acrgincorp.com to which we post copies of our press releases as well as additional information about us. Our filings with the Commission are available free of charge through our website as soon as reasonably practicable after being electronically filed with or furnished to the Commission. Information contained in our website is not a part of, nor incorporated by reference into, this Report or our other filings with the Commission, and should not be relied upon.

ITEM 1A. RISK FACTORS

An investment in our common stock is highly speculative and involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described below together with all of the other information included in this Annual Report on Form 10-K. The statements contained in or incorporated into this Annual Report that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The statements contained in or incorporated into this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occur, our business, financial condition or results of operations could be harmed. In that case, the value of our common stock could decline, and an investor in our securities may lose all or part of their investment.

WE HAVE INCURRED SIGNIFICANT LOSSES AND HAVE VERY LIMITED CASH RESOURCES, WHICH RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have not generated any operating revenues to date and have incurred recurring losses since inception. For the year ended December 31, 2025, we incurred a net loss of approximately $1.9 million, and as of December 31, 2025, we had cash of approximately $5,000 compared to current liabilities of approximately $4.5 million. As of that date, we also had an accumulated deficit of approximately $115.5 million. These conditions reflect a significant working capital deficit and severely constrain our ability to fund ongoing operations.

Our ability to continue as a going concern is dependent on our ability to obtain additional financing from our majority stockholder or other external sources. These conditions have led our independent registered public accounting firm to include an explanatory paragraph in its audit report expressing substantial doubt about our ability to continue as a going concern. There can be no assurance that we will be able to obtain additional financing when needed or on acceptable terms. We can provide no assurance that we will be able to establish strategic relationships in the future.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL FINANCING OR ACHIEVE PROFITABLE OPERATIONS, WE MAY BE UNABLE TO CONTINUE AS A GOING CONCERN AND COULD BE FORCED TO CURTAIL OR CEASE OPERATIONS.

Our existing cash resources are not sufficient to fund our planned operating expenses, capital requirements, or debt and other obligations beyond the very near term. We will require significant additional capital to execute our business plan, including obtaining permits and constructing our planned toll milling facility, as well as to fund general corporate expenses for the next twelve months. However, there is no assurance that such funding will be available when needed or at all.

We have historically relied on financing from our largest stockholder and related parties to fund operations, and this reliance represents a continuing uncertainty. If we are unable to raise sufficient capital or secure alternative financing, we could be forced to significantly curtail operations, delay or abandon our business plans, pursue strategic alternatives, or seek protection under bankruptcy or similar insolvency laws. Any of these outcomes would likely result in a total loss of value for our stockholders.

OUR CHAIR AND MAJORITY STOCKHOLDER CONTROLS A SUBSTANTIAL MAJORITY OF OUR COMMON STOCK, WHICH LIMITS THE ABILITY OF MINORITY STOCKHOLDERS TO INFLUENCE CORPORATE MATTERS.

Granite Peak Resources, LLC (“GPR”), an entity controlled by our Chair and Chief Executive Officer, owns approximately 81% of our outstanding common stock. As a result, GPR has the ability to unilaterally control the outcome of virtually all matters submitted to a vote of stockholders, including the election of all directors, approval of mergers or other significant corporate transactions, amendments to our governing documents, and any other actions requiring stockholder approval.

The interests of our majority stockholder may not always align with the interests of our minority stockholders. For example, the majority stockholder could approve transactions or corporate actions, including related-party transactions, equity issuances, or strategic decisions, that primarily benefit itself but may not be favorable to minority investors. This concentration of ownership could also discourage, delay, or prevent a change in control, merger, or unsolicited acquisition proposal that minority stockholders might otherwise support.

In addition, the presence of a controlling stockholder significantly reduces the public float of our common stock, which may limit trading liquidity and contribute to increased stock price volatility. Investors purchasing our common stock will have limited ability to influence the Company’s management, board composition, or strategic direction through proxy voting. This lack of influence and limited board independence increases the risk of corporate governance challenges and could adversely affect the value of our common stock.

Risks Related to Our Capital Stock

INVESTORS MAY BE UNABLE TO ACCURATELY VALUE OUR COMMON STOCK.

Investors often value companies based on the stock prices and results of operations of other comparable companies. Currently, we do not believe another publicly traded permitted custom processing toll milling company exists that is directly comparable to our size and scale. Prospective investors, therefore, have limited historical information about our permitted custom processing toll milling capabilities on which to base an evaluation of our performance and prospects and an investment in our common stock. As such, investors may find it difficult to accurately value our common stock.

INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO FEDERAL REGULATION OF PENNY STOCKS.

The SEC has defined any equity security with a market price of less than $5.00 per share as a “penny stock.” Penny stocks are subject to the requirements or Rule 15(g)-9 of the Securities Exchange Act of 1934. Our common stock is quoted on the Over the Counter (“OTC”) Markets under the symbol ACRG and despite recent trading prices above $5.00 per share, has historically been below $5.00 per share. Therefore, our common stock is deemed a “penny stock” and is subject to the requirements of Rule 15(g)-9. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser’s consent prior to the transaction. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

WE DO NOT INTEND TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE.

We have never declared or paid any dividends on our common stock. We intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the future. Our Board of Directors retains the discretion to change this policy.

THE MARKET FOR OUR COMMON STOCK MAY FLUCTUATE.

Currently, our common stock is traded on the OTC Market. Stock prices on the OTC Markets can be more volatile than stocks trading on national market systems such as NSADAQ, NYSE or AMEX. Our stock price may be affected by factors outside of our control and unrelated to our business operations.

Risks Related to Our Financial Condition

WE CURRENTLY DO NOT HAVE ENOUGH CASH TO FUND OPERATIONS AND/OR REDUCE OUR DEBT DURING 2026.

We have very limited funds, and such funds are not adequate to develop our current business plan, or even to satisfy our existing working capital requirements. We will be required to raise additional funds to effectuate our current business plan for permitted custom processing toll milling and to satisfy our working capital requirements. Without significant additional capital, we will be unable to start operations. With respect to our proposed permitted custom processing toll milling operations, the costs and ability to successfully operate have not been fully verified because none of our proposed tolling operations have begun and we may incur unexpected costs or delays in connection with starting operations. The cost of designing and building our operations and of finding customers and sources of ore for our toll milling sources can be extensive and will require us to obtain additional financing, and there is no assurance that we will have the resources necessary or the financing available to attain operations or to acquire customers and ore sources necessary for our long-term business. Our ultimate success will depend on our ability to raise additional capital. Additionally, such additional capital may not be available to us at acceptable terms or at all. Further, if we increase our capitalization and sell additional shares of our capital stock, a shareholder’s position in our Company will be subject to dilution. In the event we are unable to obtain additional capital, we may be forced to cease our search for additional business opportunities, reduce our operating expenditures or to cease operations altogether.

WE HAVE NOT YET BEGUN OPERATIONS AND WE EXPECT TO INCUR LOSSES FOR THE FORESEEABLE FUTURE.

We have yet to commence active operations. We have no prior operating history from which to evaluate our success, or our likelihood of success in operating our business, generating any revenues, or achieving profitability. This provides a limited basis for you to assess our ability to commercialize our services and the advisability of investing in our securities. We have not generated revenue from our toll milling services to date and there can be no assurance that our plans for permitted custom processing toll milling will be successful, or that we will ever attain significant revenue or profitability. Also, toll milling is a new area of business for us, and our management team has little experience in permitted custom processing toll milling operations. Although we intend to hire knowledgeable and experienced employees and/or consultants with significant experience in toll milling operations, there is no guarantee that we will reach profitability in the near future, if at all. As we develop our Tonopah property to prepare for operations, we are subject to unforeseen costs, expenses, problems and difficulties inherent in new business ventures.

OUR MANAGEMENT HAS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The consolidated financial statements for each of these periods were prepared assuming that we would continue as a going concern. We have had net losses for each of the years ended December 31, 2025 and 2024, and we have an accumulated a deficit as of December 31, 2025, of $115,474,299. Virtually all of the Company’s assets are encumbered or pledged under senior secured debt that is in default. These conditions raise substantial doubt about our ability to continue as a going concern. Furthermore, since we do not expect to generate any significant revenues from operations for the foreseeable future, our ability to continue as a going concern depends, in large part, on our ability to raise additional capital through equity or debt financing transactions. If we are unable to raise additional capital, we may be forced to discontinue our business.

Risks Related to the Company

WE HAVE LIMITED ASSETS.

Our assets to be used in the development of a toll milling service have not yet been utilized, we will need to acquire additional equipment and construct additional facilities and there can be no guarantee that we will be successful in utilizing our current assets or obtaining the additional equipment and facilities that we will need to operate going forward. We do not anticipate having any revenues from our permitted custom toll milling processing for the foreseeable future. Additionally, without adequate funding, we may never produce any significant revenues.

OUR MAJOR ASSETS WERE PREVIOUSLY ENCUMBERED UNDER A DEED OF TRUST AND WE REMAIN HIGHLY DEPENDENT ON A CONTROLLING STOCKHOLDER.

Historically, substantially all of the Company’s real and personal property was pledged as collateral under a line of credit (“LOC”) arrangement with Granite Peak Resources LLC (“GPR”), a related party and the Company’s majority stockholder. Although the outstanding balance under the LOC was fully converted into equity as of December 31, 2025 and no amounts remain outstanding, the Company continues to be highly dependent on GPR for financial support and strategic decision-making.

On March 16, 2020, the Company entered into a Line of Credit (“LOC”) agreement with Granite Peak Resources LLC (“GPR”), a related party and the majority shareholder of the Company. The initial LOC provided for borrowings up to $2.5 million, with a maturity date of March 16, 2023. At GPR’s sole discretion, the LOC could be increased by an additional $1.0 million and extended for two years. The LOC accrued interest at 10% per annum and was convertible into common stock at $2.00 per share, based on the closing price on the date of issuance. The LOC was secured by substantially all of the Company’s real and personal property.

On July 12, 2021, the LOC was amended (the “First Amendment”) to:

The First Amendment also granted GPR the option to further increase the LOC by $5.0 million and extend the maturity date by an additional five years.

On January 5, 2023, the Company entered into a Second Amendment to the LOC (the “Second Amendment”) with GPR. The amendment significantly restructured the existing LOC agreement. Key terms of the Second Amendment included:

The Company evaluated the amendment under ASC 470-50 and ASC 470-60 and concluded it constituted a debt extinguishment, as the present value of the revised cash flows exceeded the 10% threshold. No gain or loss was recognized, as the reacquisition price equaled the carrying amount of the extinguished debt.

On June 12, 2023, the Company entered into a Third Amendment to the LOC (the “Third Amendment”) with GPR. Key terms of the Third Amendment included:

The Company determined the amendment met the criteria for a troubled debt restructuring (TDR) under ASC 470-60, as the Company was experiencing financial difficulty and GPR granted a concession. The amendment was accounted for as a debt extinguishment under ASC 470-50, with no gain or loss recognized.

On August 2, 2023, GPR converted $5,250,000 of LOC principal into 5,000,000 shares of restricted common stock. On August 15, 2023, GPR converted the remaining $4,969,551 (principal and accrued interest) into 5,244,230 shares of restricted common stock, at the conversion price of $1.05 per share, as provided in the Third Amendment.

On December 31, 2025, GPR converted the remaining $1,727,152 (principal and accrued interest) into 1,644,906 shares of restricted common stock, at the conversion price of $1.05 per share, as provided in the Third Amendment.

As of December 31, 2025 the outstanding balance under the LOC consisted of $0 in principal and $0 in accrued interest. As of December 31, 2024, the outstanding balance was $425,589 in principal and $28,857 in accrued interest.

During the years ended December 31, 2025 and 2024, the Company received proceeds from convertible notes – related party of $1,180,258 and $77,100, respectively, under the LOC.

During the years ended December 31, 2025 and 2024, the Company recognized non-cash borrowings of $0 and $192,186, respectively, under the LOC. These amounts represent expenses paid directly by GPR on behalf of the Company and were recorded as increases to the LOC principal balance.

As of the date of this filing, GPR is the majority and controlling owner of the Company.

OUR CONTROLLING STOCKHOLDER HAS THE ABILITY TO CONTROL THE OUTCOME OF MATTERS REQUIRING STOCKHOLDER APPROVAL, WHICH COULD LIMIT THE INFLUENCE OF MINORITY STOCKHOLDERS.

Granite Peak Resources LLC (“GPR”), a related party, is the Company’s majority and controlling stockholder. As a result, GPR has the ability to control the outcome of substantially all matters submitted to a vote of our stockholders, including the election of directors, approval of significant corporate transactions, and other matters requiring stockholder approval. The interests of our controlling stockholder may not always align with the interests of minority stockholders. This concentration of ownership could discourage or prevent a change in control transaction that minority stockholders might otherwise favor and could reduce the liquidity of our common stock.

OUR MANAGEMENT TEAM MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS STRATEGIES.

If our management team is unable to execute our business strategies, then our development could be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. We may seek to augment or replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.

OUR SUCCESS IN THE FUTURE MAY DEPEND ON OUR ABILITY TO ESTABLISH AND MAINTAIN STRATEGIC ALLIANCES, AND ANY FAILURE ON OUR PART TO ESTABLISH AND MAINTAIN SUCH RELATIONSHIPS WOULD ADVERSELY AFFECT OUR MARKET PENETRATION AND REVENUE GROWTH.

We may be required to establish strategic relationships with third parties in the mining and toll milling industries. Our ability to establish strategic relationships will depend on a number of factors, many of which are outside our control, such as the suitability of our property, facilities and equipment relative to our competitors, or the quality grade of precious minerals we are able to extract from the ore we process. We can provide no assurance that we will be able to establish strategic relationships in the future.

In addition, any strategic alliances that we establish, will subject us to a number of risks, including risks associated with sharing proprietary information, loss of control of operations that are material to developed business and profit-sharing arrangements. Moreover, strategic alliances may be expensive to implement and subject us to the risk that the third party will not perform its obligations under the relationship, which may subject us to losses over which we have no control or expensive termination arrangements. As a result, even if our strategic alliances with third parties are successful, our business may be adversely affected by a number of factors that are outside of our control.

Risks Relating to Our Business

WE WILL REQUIRE ADDITIONAL FINANCING TO FUND OUR PERMITTED CUSTOM PROCESSING TOLL MILLING DEVELOPMENT AND OPERATIONS.

Substantial additional financing will be needed to fund the current plan to begin toll milling services and develop and maintain the Tonopah property. Our means of acquiring investment capital is limited to private equity and debt transactions. We have no significant sources of currently available funds to engage in additional development. Without significant additional capital, we will be unable to fund our current property interests or effectuate our current business plan for permitted custom processing toll milling and mining services. See “—Risks Relating to Our Financial Condition – We Currently Do Not Have Enough Cash to Fund Operations”. See “—Risks Relating to Our Financial Condition – We Currently Do Not Have Enough Cash to Fund Operations, and/or Reduce Debt During 2024”.

OUR PERFORMANCE MAY BE SUBJECT TO FLUCTUATIONS IN MINERAL PRICES.

The profitability of any permitted custom processing toll milling services could be significantly affected by changes in the market price of minerals. Demand for minerals can be influenced by economic conditions and attractiveness as an investment vehicle. Other factors include the level of interest rates, exchange rates and inflation. The aggregate effect of these factors is impossible to predict with accuracy.

In particular, mine production and the willingness of third parties such as central banks to sell or lease gold affects the supply of gold. Worldwide production levels also affect mineral prices. In addition, the price of gold, silver and other precious minerals have, on occasion, been subject to very rapid short-term changes due to speculative activities.

OUR PERMITTED CUSTOM PROCESSING TOLL MILLING OPERATIONS ARE SUBJECT TO ENVIRONMENTAL REGULATIONS AND PERMITTING, WHICH COULD RESULT IN THE INCURRENCE OF ADDITIONAL COSTS AND OPERATIONAL DELAYS.

All phases of our operations are subject to current environmental protection regulation. There is no assurance that future changes in environmental regulation, such as greenhouse gas emissions, carbon footprint and the like, will not adversely affect our operations. Some of our proposed operations will require additional permits, which could incur additional cost and may delay start up and cash flow. In addition, each toll milling mineral source must be fully permitted for its own operation, a process over which we have no control.

OUR PERMITTED CUSTOM PROCESSING TOLL MILLING OPERATIONS WILL REQUIRE US TO DEPEND ON THIRD PARTIES AND OTHER ELEMENTS BEYOND OUR CONTROL, WHICH COULD RESULT IN HARM TO OUR BUSINESS.

Our permitted custom processing toll milling operations will rely on mineral material produced by others, and we have no control over their operations. Delivery of ore to our processing facilities is also subject to the risks of transportation, including trucking and aviation operations run by others, regulations and permits, fuel cost, weather, and travel conditions. Toll milling requires that the mineral producer and the mineral processor agree on the grade of the incoming material, which can be a source of conflict between parties. Although a third party will be utilized for any such conflict, any disagreements with mineral producers, or problems with the delivery of ore, could result in additional costs, disruptions and other problems in the operation of our business.

U.S. FEDERAL LAWS

Under the U.S. Resource Conservation and Recovery Act, companies such as ours may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste. Our permitted custom processing toll milling operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the rules.

The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA”) imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. The groups who could be found liable include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our property.

THE GLOBAL FINANCIAL MARKET MAY HAVE IMPACTS ON OUR BUSINESS AND FINANCIAL CONDITION THAT WE CURRENTLY CANNOT PREDICT.

The global financial market, especially the precious metal market and its market price fluctuations have, and may continue to have, an impact on our business and our financial condition. We may face significant challenges if the price of the minerals we intend to process does not achieve or stay at adequate price levels. Our ability to access the capital markets may be severely restricted at a time when we would like, or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions. The market price of ores, metals and precious metals could have an impact on any potential lenders or investors or on our customers, causing them to fail to meet their obligations to us.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

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