Related Party Transactions |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2026 | |||
| Related Party Transactions [Abstract] | |||
| Related Party Transactions |
The Company has entered into a number of transactions with related parties. These related parties include GPR; entities affiliated with GPR, including SMS Lakewood and SMS; executive officers and consultants who provide executive and strategic services; and the Company’s consolidated joint venture, ACE.
Granite Peak Resources, LLC
GPR is controlled by the Company’s Chief Executive Officer and Chairwoman of the Board, Tawana Bain, and is the Company’s controlling stockholder. As of June 30, 2026, GPR beneficially owned 11,476,572 shares of the Company’s common stock, representing approximately 81.4% of the outstanding common stock. The Company’s convertible promissory note – related party is owed to GPR (see Note 5); as of June 30, 2026, outstanding principal and accrued interest owed to GPR totaled $447,464 and $11,656, respectively.
Related-Party Operating Lease
The Company leases its principal office space from SMS Lakewood, an affiliate of its majority stockholder. See Note 4 – Operating Lease – Related Party for the lease terms and balances.
Master Services Agreement – Sustainable Metals Solutions, LLC
In March 2026, the Company and SMS, an entity under common control with the Company (SMS is majority-owned by GPR), entered into a Master Services Agreement (the “SMS MSA”) that establishes an administrative and funding framework under which the Company, with SMS’s prior approval, may engage and pay certain third-party legal, regulatory, and other professional advisors in connection with regulatory and permit matters in which SMS also has an interest. The Company charges no fee, markup, or interest under the arrangement. During the three and six months ended June 30, 2026, the Company incurred and paid $36,051 of such third-party costs, comprising legal fees of $24,201 and consulting fees of $11,850. Because no enforceable and collectible right to reimbursement existed at June 30, 2026, the Company recognized these amounts within general and administrative expenses and did not record a related-party receivable; no amounts were due from SMS at June 30, 2026. A work order under the SMS MSA was executed subsequent to June 30, 2026, which had no effect on the recognition or measurement of amounts at that date. Executive Consultants and Other Related-Party Balances
The Company engages certain individuals as independent contractors to provide executive and strategic services; these individuals are considered related parties due to their roles as executive officers or their involvement in the Company’s strategic decision-making. Accounts payable – related parties consists primarily of fees for executive and consulting services and amounts due to SMS Lakewood, and totaled $78,569 and $45,155 as of June 30, 2026 and December 31, 2025, respectively. Accrued expenses – related parties totaled $8,102 and $7,500 as of June 30, 2026 and December 31, 2025, respectively. All related-party payables are unsecured, non-interest bearing, and due on demand.
The Company evaluates the aggregate of its related-party transactions against the disclosure threshold in Item 404 of Regulation S-K and provides the disclosures required by that item in its Annual Report on Form 10-K and proxy statement, as applicable. |