The Company may be subject to claims and contingencies in the normal course of business. As of June 30, 2026, the Company is not aware of, and has not recorded any expenses related to, any material legal proceedings requiring disclosure.


Right-of-Use Assets and Lease Liabilities	June 30, 2026 ($)		December 31, 2025 ($)
ROU lease asset, net	$	569	$	602
Lease liability, current	68		2
Lease liability, long-term	501		536
Total lease liability	$	569	$	538

On November 20, 2025, the Company executed three development agreements with SRC covering the pilot-scale metallization process, the commercial-scale metallization facility and the upgrade of SRC’s existing Rare Earth Processing Facility. See Note 5 – Prepaid Expenses and Project Deposits for additional details. The Company currently anticipates that, subject in all cases to progress, scope refinement, and the Company’s ongoing approval, it may advance the following in relation to the SRC arrangements:


Agreement	Advances paid		Total Commitments		Remaining Commitments
Pilot HREE Metallization	$	1,315	$	10,492	$	9,177
Commercial HREE Metallization	8,370		40,219		31,849
SRC REPF Upgrade	3,898		20,615		16,717
Total	$	13,583	$	71,326	$	57,743


SRC Commitments - before payments - by Year (In thousands)
Agreement	2026 ($)		2027 ($)		2028 ($)		Total
Pilot HREE Metallization	$	4,973	$	5,519	$	-	$	10,492
Commercial HREE Metallization	22,833		15,474		1,912		40,219
SRC REPF Upgrade	6,530		7,968		6,117		20,615
Total	$	34,336	$	28,961	$	8,029	$	71,326

Concurrently, the Company entered into a long-term supply arrangement with SRC pursuant to which SRC will supply the Company with rare earth oxide and metal products produced using the expanded processing capabilities. In consideration of the prepaid advances, the Company is entitled to priority off-take rights, including an upfront allocation of 80% of the NdPr metal and dysprosium and terbium oxides produced at the existing Rare Earth Processing Facility and a right of first refusal on uncommitted volumes. Products are purchased at SRC’s cost of production plus an agreed margin at reasonable commercial rates, subject to customary adjustments and applicable taxes. The supply arrangement includes standard delivery, take-or-pay, and force majeure provisions and is non-recourse to the Company beyond its obligation to pay for approved expenditures and delivered product.

The Hoidas Lake Property asset that was acquired on May 29, 2024, is subject to a 1.8% Net Smelter Return (“NSR”) royalty. The NSR royalty has a maximum value of $1 million Canadian Dollars. Per the agreement, the royalty is paid quarterly from gross revenue after the project attains commercial production. These royalty payments represent a contingent consideration liability that the Company will recognize when it becomes probable and reasonably estimable or when the contingency is resolved.

Pursuant to the Merger with Blackbox, the Company entered into a Contingent Value Rights Agreement (the "CVR Agreement"). The CVR Agreement provides that each share of Blackbox Common Stock held by stockholders immediately prior to the Merger’s closing will receive a dividend of one contingent value right (“CVR”) entitling such holders to receive, in connection with certain transactions involving Blackbox.io, Inc. ("Blackbox Operating") (a “CVR Transaction”), an amount equal to the net proceeds received by the Company at the closing of such transaction. A CVR Transaction is generally a transaction pursuant to which (i) Blackbox Operating grants, sells, licenses or otherwise transfers some or all of the rights to the Blackbox Operating assets, or other monetizing event of all or any part of the Blackbox Operating assets and (ii) the Company receives or Blackbox Operating determines to distribute net proceeds from such transaction as a dividend to its stockholders.

The CVR payment obligations will expire February 24, 2028. The CVRs are not transferable, except in certain limited circumstances, are not certificated or evidenced by any instrument, will not accrue interest and will not be registered with the SEC or listed for trading on any exchange. There is no guarantee that any CVR Transaction or payment pursuant thereto will be earned and no amounts were known to be or probable of being payable under the agreement at June 30, 2026. Blackbox Operating ceased to be a subsidiary of the Company on May 5, 2026, and the Company does not control whether a CVR Transaction occurs. See Note 4 – Blackbox Reverse Recapitalization and Deconsolidation of Blackbox.io, Inc..