# Sinda (SIND) S-1 SEC filing - Filed: Jul 27, 2026, 8:00 PM EDT - Accession: 0001140361-26-029787 - OpenCapital page: https://www.opencapital.sh/filings/0001140361-26-029787 - Markdown URL: https://www.opencapital.sh/filings/0001140361-26-029787.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/2096861/0001140361-26-029787-index.htm ## Filing documents - [S-1 (ny20077487x1_s1.htm)](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_s1.htm) - [EXHIBIT 5.1 (ny20077487x1_ex5-1.htm)](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex5-1.htm) - [EXHIBIT 10.10 (ny20077487x1_ex10-10.htm)](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex10-10.htm) - [EXHIBIT 10.12 (ny20077487x1_ex10-12.htm)](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex10-12.htm) - [EXHIBIT 10.19 (ny20077487x1_ex10-19.htm)](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex10-19.htm) - [EXHIBIT 23.1 (ny20077487x1_ex23-1.htm)](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex23-1.htm) - [EXHIBIT 23.3 (ny20077487x1_ex23-3.htm)](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex23-3.htm) - [EX-FILING FEES (ny20077487x1_ex107.htm)](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex107.htm) --- ## S-1 SEC source: [ny20077487x1_s1.htm](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_s1.htm) PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire prospectus carefully, including the “Risk Factors” section and our consolidated financial statements and related notes included elsewhere in this prospectus. ### The Company We hold title to, or have exploration and exploitation rights on, five contiguous mining concessions covering a large-scale, high-grade, silver-gold greenfield discovery located in the historic Guanajuato epithermal silver belt of Mexico (the “Sinda Property” or the “Project”). The Sinda Property is a large primary silver asset that we believe has the potential to be a globally significant mining operation. The Sinda Property is located approximately 22 miles (35 kilometers) from the colonial city of San Miguel de Allende in the Mexican state of Guanajuato, approximately 180 miles (290 kilometers) northwest of Mexico City and 28 miles (45 kilometers) southeast of the Guanajuato Mining District, in close proximity to several of the world’s largest and historically most productive silver deposits and mines. The location of the Sinda Property provides access to existing regional infrastructure and an established labor force to support current and future exploration and mining activities. Mexico is the world’s top silver mining jurisdiction, accounting for approximately 20% of all global mined silver production in 2025. Recent policy shifts in Mexico have reignited investment and exploration, and we expect that this will provide a positive backdrop for our exploration and development plans. Large primary silver assets such as the Sinda Property are rare, with only approximately 26% of global mined silver supply coming from primary silver mines in 2025. Additionally, the universe of primary silver companies is small, creating a scarcity of options for investors seeking silver exposure, which has been exacerbated by recent consolidation among public silver mining companies. ### Project Mineral Resource Estimate According to the Sinda Technical Report Summary, as of November 24, 2025, the Project boasts an estimated 369 million silver-equivalent ounces of Inferred Mineral Resources and approximately 16 million silver-equivalent ounces of Indicated Mineral Resources, placing it among the top notable underground primary silver assets in Latin America. The Mineral Resource estimate for the Project is based on an estimated average resource grade of 386 silver-equivalent grams per tonne of mineralized material for Inferred Mineral Resources and 692 silver-equivalent grams per tonne of mineralized material for Indicated Mineral Resources. This positions the silver-equivalent resource grade profile of the Sinda Property among the highest of notable underground primary silver assets in Latin America. The disparity in grade between Indicated Mineral Resources and Inferred Mineral Resources is primarily driven by drill density and the corresponding level of geological confidence. Indicated Mineral Resources are supported by closer-spaced drilling, enabling more robust estimation of grade continuity, whereas Inferred Mineral Resources are supported by wider drill spacing, which requires a more conservative approach. Accordingly, our Mineral Resources estimate may be considered partially data constrained, and we believe the relatively limited tonnage of Indicated Mineral Resources reflects drill spacing rather than inherent geological limitations. As part of our ongoing infill drilling program discussed in “—Recent Developments and Near-Term Exploration Plan,” we believe drilling that advances outward from Section LC10 (where the current Indicated Mineral Resource and discovery hole CECA-18-001 are located) will support the conversion of Inferred Mineral Resources to Indicated Mineral Resources, and further demonstrate the continuity of higher-grade mineralization. Given the Sinda Property’s Mineral Resource estimate and grades, we believe the Project can become a globally significant underground mining operation, producing silver and gold for decades. Further, the Mineral Resource estimate is based on drilling and study of only 38% of the veins identified at the Sinda Property as of February 16, 2023, with AgEq cut-off grade assumptions as of November 24, 2025. ### Exploration Target Estimate According to the Sinda Technical Report Summary, the same 38% of identified veins contain additional Exploration Targets of approximately 32 to 37 million incremental tonnes at grades ranging from 400 to 440 silver-equivalent grams per tonne of mineralized material. These ranges of potential tonnage and grade of the Exploration Targets are conceptual in nature, there has been insufficient exploration to estimate a Mineral Resource with respect to 1 --- these Exploration Targets, and it is uncertain if further exploration will result in the estimation of a Mineral Resource. The Exploration Targets therefore do not represent, and should not be construed to be, an estimate of a Mineral Resource or Mineral Reserve. See “Business—The Sinda Property—Exploration Target Estimate.” The remaining 62% of identified veins at the Sinda Property have not yet been drilled sufficiently to indicate whether they contain definable Exploration Targets or Mineral Resources. According to SRK, for every vein that has been mapped at surface, drilling has consistently intersected multiple subparallel “blind” veins that do not crop out. On average, about four blind veins accompany each mapped vein, suggesting roughly five distinct structures per surface vein. Importantly, about half of these blind veins carry mineralization above potential mining cut-off grades with at least 2-meter true thickness, suggesting discovery upside beyond what surface mapping indicates. Based on consistent surface mapping and fact-based regional geology, we believe that there is significant potential for Mineral Resource discovery and conversion from these 62% of identified veins at the Sinda Property. Our strategy for the Sinda Property is to develop the identified Mineral Resources and progress the Project towards commercial production while concurrently developing additional Exploration Targets and exploring for new discoveries. ### Principal Asset The Sinda Property currently spans approximately 6,232 contiguous hectares in the most prolific area of Mexico’s world-famous epithermal silver belt — home to several iconic silver mines, several of which have produced over 1 billion ounces of silver. The Sinda Property’s Mineral Resources are comprised of multiple low-sulfidation epithermal vein systems with high-grade silver and gold mineralization. We estimate the combined strike length of vein systems that have been identified within the Sinda Property to be approximately 113 miles (182 kilometers). Despite a long history of mining in this region, the primary mineralization at the Sinda Property went undiscovered until 2016, when exploration activities found evidence of significant metals at depth, despite an apparent lack of mineralization near the surface. Following detailed surface mapping and rock chip sampling programs in 2016, the Sinda Property was drilled to target high-grade silver and gold mineralization hosted in the epithermal veins. From 2017 through January 11, 2023, we have drilled a total of 229,843 meters from 216 drill holes at the Sinda Property. Select intercepts include: - hole CECA-18-001 (Caracol area, Dolores vein system), including 4.53 meters with an average grade of 8,500 silver-equivalent grams per tonne of mineralized material; - hole CEMO-19-003 (Caracol area, Morita vein system), including 2.92 meters with an average grade of 2,548 silver-equivalent grams per tonne of mineralized material; 2 --- - hole CEAG-19-012 (Agaves area, Agaves vein system), including 3.64 meters with an average grade of 2,010 silver-equivalent grams per tonne of mineralized material; and - hole CETA-22-040 (Caracol area, Lara vein system), including 4.45 meters with an average grade of 3,580 silver-equivalent grams per tonne of mineralized material. Several third-party Mineral Resource estimates were completed between 2021 and 2024, and the Mineral Resource estimate contained in the Sinda Technical Report Summary incorporates the majority of drilling at the Sinda Property (except for the recent infill and exploration drilling activities described under “—Recent Developments and Near-Term Exploration Plan”). Regional Geology Illustration of Sinda Geological Theory Sinda Vein System Is Interpreted to be a Southeast Extension of the Guanajuato System 28 Miles (45 Kilometers) Away Overlooked Deposit Due to Depth: Ore Horizon Between 250-450 and 500-900 Meters Two distinct primary areas have been discovered and delineated so far within the Sinda Property: the Caracol area and the Agaves area. The Caracol area is located within the northwest area of the Sinda Property, and consists of five vein systems identified as of November 24, 2025: Dolores, Morita, Santiago, Lara and Adriana. The Caracol area hosts approximately 70% of the Sinda Property’s estimated Inferred Mineral Resources, with approximately 257 million silver-equivalent ounces of Inferred Mineral Resources at an average resource grade of 410 silver-equivalent grams per tonne of mineralized material. It also hosts 100% of the Sinda Property’s Indicated Mineral Resources, with approximately 16 million silver-equivalent ounces of Indicated Mineral Resources at an average resource grade of 692 silver-equivalent grams per tonne of mineralized material. The Agaves area, which consists of the Agaves vein system, is located approximately 3 miles (5 kilometers) southeast of the Caracol area, and currently represents approximately 30% of the Sinda Property’s estimated Inferred Mineral Resources, containing 112 million silver-equivalent ounces at an average resource grade of 341 silver-equivalent grams per tonne of mineralized material. The Sinda Property’s deposits are typically low-sulfidation epithermal vein systems with high-grade silver and gold mineralization. As of November 24, 2025, 135 individual veins have been identified at the Sinda Property, totaling 113 miles (182 kilometers) in strike length. The Sinda Property is considered to be an extension of the Guanajuato Trend, which hosts silver-rich, polymetallic mines exploiting epithermal veins. The Sinda Property displays strong vertical zoning, a feature common to many epithermal districts, with the most consistently mineralized interval, the Favorable Interval (Buchanan, 1981), topping out approximately 1,310 feet (450 meters) below the surface and extending down-dip for 820 to 1,310 feet (250 to 450 meters). Above the Favorable Interval, the veins are generally thinner. Veins that carry potentially mineable mineralization at depth are wider and often reach “bonanza” grades over shorter intervals. In the Favorable Interval at the Sinda Property, silica (mostly in the form of micro-crystalline quartz) becomes more dominant, and precious metal grades are elevated. 3 --- The map below indicates the geographic location and boundaries of the Sinda Property, illustrating the extent of the approximately 1,610 hectares of the Sinda Property that have been explored (representing approximately 26% of the total land package (in green)), and the remaining approximately 4,622 hectares of the Sinda Property that have yet to be fully explored (representing approximately 74% of the total land package (in pink)). Additionally, the map below indicates the location and strike and length of the veins that have been identified and drilled (in red) (representing approximately 38% of the total identified veins), as well as the remaining veins that have been identified but not yet fully drilled (in black) (representing approximately 62% of the total identified veins). 4 --- Finally, the map below illustrates the estimated geographic expanse of the Caracol area (in blue) and the Agaves area (in green). ### Illustration of Caracol Area and Agaves Area The Sinda Property’s defined estimated Mineral Resources are based on drilling and study of only 38% of the veins that have been identified at the Sinda Property as of February 16, 2023, with AgEq cut-off grade assumptions as of November 24, 2025. We believe there is additional upside potential within this 38% of identified veins through closer-spaced infill drilling, as well as further upside potential from continued exploration activity within the 62% of identified veins that have not yet been fully drilled. In addition, we believe step-out and regional exploration drilling elsewhere within our land package has the potential to discover economic mineralization in prospective areas where no exploration has previously occurred. Our goal is to explore, develop and de-risk the Sinda Property to become a globally significant producer of silver and gold. Based on the attributes of the vein systems at the Sinda Property and the Mineral Resource estimate outlined in the Sinda Technical Report Summary, we currently anticipate future mining would be an underground operation. ### Silver Industry Overview ### Metal Overview Silver is a precious metal occurring naturally in its solid metallic state and is commonly associated with deposits of gold, copper, lead and zinc. It is widely used in both industrial applications and as an investment asset. Unlike many other commonly mined major metals, approximately 74% of mined silver supply is delivered as a by-product from the mining of other metals. This makes primary silver deposits of scale, like we expect the Sinda Property to be, rare. Silver’s distinct physical and chemical properties drive diversified and growing industrial demand for silver, including from applications in artificial intelligence. Silver is the best metallic conductor of electricity, and its sensitivity to and high reflectance of light, along with its strength and ability to withstand extreme temperature changes, restrict silver’s substitution in most applications. Silver has also been used throughout much of human history as a store of value. As an investment asset, silver is viewed as an attractive hedge against inflation or devaluation of fiat currencies, and as a risk-off asset during times of economic or geopolitical uncertainty. 5 --- ### Demand Side Industrial demand accounted for approximately 58% of total silver demand in 2025, according to the Silver Institute’s “World Silver Survey 2026” Report (the “Silver Institute Report”). Industrial demand for silver is expected to increase by 17% by 2032 over 2026 levels, according to the “Silver 10-Year Projections” report published by CPM Group in June 2026 (the “CPM Silver Data Report”). Silver is essential in solar panels, superconductors and personal electronics due to its conductivity and temperature-resistance. Photovoltaic cells rely on silver to optimize energy output, while electric vehicles use silver in sensors, wiring and control modules. Silver is also used in energy storage. Demand for silver from solar applications has accelerated in recent years, given solar’s key role in the transition to green energy. Additionally, increased volatility in the global energy markets due to armed conflicts and geopolitical uncertainty have historically driven up demand for alternative energy sources, such as solar, that are less vulnerable to global supply chain disruptions. As a result, we believe current energy security dynamics may accelerate demand for silver. We expect other emergent themes, including artificial intelligence, nano silver, biocides and other applications to continue driving industrial demand growth for silver. ### Forecast Industrial Demand for Silver (1) Source: CPM Silver Data Report. Silver is an essential component used in technology driving the energy transition and in most consumer electronics. Silver’s diversified industrial uses contribute to demand resilience, and because most applications require only small quantities of metal, substitution is limited and industrial demand has historically been relatively price inelastic. Silver has also served as a safe haven asset, a portfolio diversifier and a form of currency with no default risk for approximately 4,000 years. We expect investment demand for silver to continue rising, as it has historically grown during periods of sustained geopolitical, macroeconomic and financial risks, and devaluation of fiat currencies. 2025 highlighted silver’s utility as an investment asset, with signs of increasing institutional demand. Against the current geopolitical and macroeconomic backdrop, and given the under-ownership of silver in current institutional portfolios relative to gold and other real assets, we believe there is substantial runway for investment demand growth. ### Supply Side Silver supply is largely driven by mined silver production, which accounted for approximately 78% of total silver supply in 2025. Mined supply is sourced primarily from Mexico, China and Peru, which collectively accounted for approximately 49% of global mined supply in 2025. Mexico is the world’s top silver mining jurisdiction, accounting for approximately 20% of all global mined silver production in 2025. Mined supply has been in a declining trend since 2016 due to reserve depletion, declining ore grades, limited new discoveries and a long period of under-investment in new capacity. Annual additions to silver mining capacity in near-term mine development projects fell 80% between 2013 and 2024, and only approximately 26% of global mined supply in 2025 came from primary silver mines. Due to the by-product nature of most mined silver, project sanctioning decisions that would increase silver supply often depend on the economics of other metals being mined, instead of the underlying fundamentals of the silver market, thereby reducing supply-side response to growing silver demand. In addition, as of January 1, 2026, exports of silver from China are subject to a licensing regime, requiring exporters to obtain government approvals prior to export. While the ultimate impact of this policy on global silver supply and pricing remains uncertain, any restrictions or delays in exports from China (which accounted for approximately 13% of global mined silver supply in 2025) could further constrain global silver availability. 6 --- ### Pricing and Outlook The silver market remains in a supply deficit. This dynamic creates a highly supportive structural backdrop for spot silver prices and an attractive opportunity for silver explorers and producers. Silver prices rose sharply in 2025, from $29.56 per ounce on January 2, 2025 to approximately $72.15 per ounce on December 31, 2025, representing an increase of approximately 144%, and have remained strong in 2026. The spot price of silver was $76.90 per ounce as of June 1, 2026, as per APMEX. The silver supply deficit, combined with macroeconomic factors such as declining interest rates, inflation, geopolitical uncertainty and devaluation of fiat currencies, provides additional tailwinds for potential further price appreciation. While higher silver prices can positively affect the economics of silver exploration and development projects, silver prices are volatile and subject to significant fluctuations based on macroeconomic, monetary and geopolitical factors. ### Business Strengths and Competitive Advantages ### Among the top notable underground primary silver assets in Latin America We believe the Project has the potential to be a globally significant mining operation. With estimated Inferred Mineral Resources of 369 million silver-equivalent ounces and Indicated Mineral Resources of 16 million silver-equivalent ounces, the Sinda Property is already among the largest notable underground primary silver assets in Latin America. Further, this Mineral Resource estimate is based on drilling and study of only 38% of the veins identified at the Sinda Property as of February 16, 2023, with AgEq cut-off grade assumptions as of November 24, 2025. We believe there is significant potential for Mineral Resource discovery and conversion through closer-spaced infill drilling within the 38% of identified veins at the Sinda Property that we have drilled and from continued exploration activity within the 62% of identified veins at the Sinda Property that we have not yet fully drilled, as well as from additional veins that we believe have yet to be identified on the Sinda Property. ### Notable Underground Primary Silver Assets in Latin America (1) Source: Company Disclosures, Sinda Technical Report Summary. (2) Shown in millions of silver-equivalent ounces. (3) Based on silver price of $32.00 per ounce, gold price of $2,750.00 per ounce, copper price of $4.25 per pound, zinc price of $1.30 per pound and lead price of $0.94 per pound. (4) All Measured Mineral Resources and Indicated Mineral Resources are inclusive of Mineral Reserves where applicable. (5) Based on underground primary silver assets in Latin America with silver-equivalent Measured Mineral Resources and Indicated Mineral Resources greater than 15 million ounces and Inferred Mineral Resources greater than 20 million ounces. We believe the mineralization of the Sinda Property provides substantial future mining potential, as the estimated Mineral Resources are located in veins that are roughly the same size as the nearby Fresnillo, Guanajuato and Pachuca vein systems. We estimate that the average vein widths at the Sinda Property are between two meters and four meters (average composite vein intercept of 4.2 meters at the Agaves vein system, the Dolores vein system and the Lara vein system) hosting high-grade silver and gold mineralization. We estimate the combined strike length of the vein systems that have been identified within the Sinda Property to be approximately 113 miles (182 kilometers). The average resource grade of our estimated Inferred Mineral Resources is 386 silver-equivalent grams per tonne of mineralized material and the average resource grade of our estimated Indicated Mineral Resources is 692 silver-equivalent grams per tonne of mineralized material, which is among the highest silver-equivalent resource grade profiles of notable underground primary silver assets in Latin America. We believe the breadth and location of the Sinda Property’s vein systems, as well as the high-grade nature of mineralization, create meaningful potential economic advantages for a future underground mining operation as compared to those with lower resource grades or fewer Mineral Resources. 7 --- ### Inferred Mineral Resource Grade Profile of Notable Underground Primary Silver Assets in Latin America (1) Source: Company Disclosures, Sinda Technical Report Summary. (2) Shown in silver-equivalent grams per tonne of mineralized material. (3) Based on silver price of $32.00 per ounce, gold price of $2,750.00 per ounce, copper price of $4.25 per pound, zinc price of $1.30 per pound and lead price of $0.94 per pound. (4) Based on underground primary silver assets in Latin America with silver-equivalent Measured Mineral Resources and Indicated Mineral Resources greater than 15 million ounces and Inferred Mineral Resources greater than 20 million ounces. ### Measured Mineral Resource and Indicated Mineral Resource Grade Profile of Notable Underground Primary Silver Assets in Latin America (1) Source: Company Disclosures, Sinda Technical Report Summary. (2) Shown in silver-equivalent grams per tonne of mineralized material. (3) Based on silver price of $32.00 per ounce, gold price of $2,750.00 per ounce, copper price of $4.25 per pound, zinc price of $1.30 per pound and lead price of $0.94 per pound. (4) All Measured Mineral Resources and Indicated Mineral Resources are inclusive of Mineral Reserves where applicable. (5) Based on underground primary silver assets in Latin America with silver-equivalent Measured Mineral Resources and Indicated Mineral Resources greater than 15 million ounces and Inferred Mineral Resources greater than 20 million ounces. 8 --- Underground Mineral Resource Estimates at Cut-off Grade of 150 Silver-Equivalent Grams per Tonne(1)(2)(3)(4)(5) (As of November 24, 2025) | Classification | Vein | Tonnage (kilotonnes) | Ag Grade (grams per tonne) | Au Grade (grams per tonne) | Ag Eq Grade (grams per tonne)(6) | Contained Ag (koz) | Contained Au (koz) | Contained Ag Eq (koz)(6) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Indicated | Dolores | 711 | 432 | 3.02 | 692 | 9,870 | 69 | 15,797 | | Total Indicated | | 711 | 432 | 3.02 | 692 | 9,870 | 69 | 15,797 | | Inferred(7) | Adriana | 129 | 147 | 0.19 | 163 | 609 | 0.8 | 676 | | | Agaves | 10,250 | 267 | 0.86 | 341 | 87,966 | 283 | 112,320 | | | Dolores | 5,326 | 214 | 1.90 | 377 | 36,610 | 325 | 64,540 | | | Lara | 8,799 | 260 | 1.77 | 412 | 73,557 | 500 | 116,549 | | | Morita | 4,503 | 277 | 1.58 | 413 | 40,064 | 229 | 59,745 | | | Santiago | 737 | 490 | 1.84 | 648 | 11,601 | 44 | 15,351 | | Total Inferred | | 29,743 | 262 | 1.45 | 386 | 250,407 | 1,382 | 369,180 | (1) Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resources will be converted into Mineral Reserves in the future. There has been insufficient exploration to define the Indicated Mineral Resources and Inferred Mineral Resources tabulated above as Measured Mineral Resources. The Mineral Resource estimates contained in this prospectus may be materially affected by changes to the geological, geotechnical and geometallurgical models, infill drilling to convert material to a higher classification, drilling to test for extensions to known Mineral Resources, collection of additional bulk density data and significant changes to commodity prices, and by environmental permitting, legal, title, taxation, socio-political, marketing or other relevant issues. (2) The definitions for Mineral Resources in S-K 1300, which are consistent with the classification scheme under the Committee for Reserves International Reporting Standards, were followed for the classification of Mineral Resources. (3) Mineral Resources with reasonable prospects for economic extraction stated as contained within estimation domains above a cut-off grade of 150 silver-equivalent grams per tonne. The estimation domain wireframes targeted 2-meter minimum thickness during modeling, which considers likely mining dilution. The summarized tonnage and grades are in situ and not reported, nor diluted, within any mineable stope optimization volumes. (4) Cut-off grade calculations considered a mining cost of $75.00 per tonne, a processing and tailings cost of $20.00 per tonne, general and administrative expenses of $10.00 per tonne, treatment and refining charges of $1.00 per ounce, freight and marketing costs of $1.00 per ounce, a silver price of $32.00 per ounce and a gold price of $2,750.00 per ounce, variable metallurgical recoveries based on available data (silver recovery of 94% from an overall average of testwork to November 24, 2025) and silver payability of 97.5%. (5) All quantities are rounded to the appropriate number of significant figures; consequently, totals and sums presented in this prospectus may not add up due to rounding. (6) Silver-equivalent calculations assumed a silver price of $32.00 per ounce and gold price of $2,750.00 per ounce, independent of potentially variable metallurgical recovery by metal, as recovery is assumed to be equal for both silver and gold for purposes of calculating silver-equivalent values. (7) Inferred Mineral Resources are considered geologically speculative and are based on limited geological evidence and sampling. High geological uncertainty prevents the application of technical and economic factors to evaluate economic viability. ### Strong exposure to a compelling silver market We believe the strong attributes of the Sinda Property’s Mineral Resource estimate, as well as its Exploration Targets, will provide scaled, long-term production of silver and gold amidst a robust silver market that is benefiting from stable, secular trends. Primary silver discoveries of the Sinda Property’s size and resource grade are rare, and only approximately 26% of global mined supply was produced from primary silver mines in 2025. Additionally, the universe of primary silver companies is small, creating a scarcity of investor options for silver exposure. This dynamic has been exacerbated by recent consolidation among public silver mining companies, including Pan American Silver Corp.’s acquisition of MAG Silver Corp. in September 2025, Coeur Mining Inc.’s purchase of SilverCrest in February 2025 and First Majestic Silver Corp.’s acquisition of Gatos Silver in January 2025. ### Access to strong regional infrastructure and established labor force The Sinda Property’s location in the Guanajuato Mining District in central Mexico provides immediate access to mature infrastructure and a deep pool of skilled labor. The state of Guanajuato is an established and recognized manufacturing and mining jurisdiction, home to global brands and a highly rated mining engineering university. The Sinda Property is approximately a 40-minute drive from major urban centers such as San Miguel de Allende and Celaya, Guanajuato. We believe the location of the Sinda Property differentiates the Project in infrastructure and 9 --- labor access from many discoveries and mineral resources worldwide that are in remote regions and face challenges requiring substantial initial capital expenditure for the build-out of logistics and power infrastructure and recruiting and retaining high-quality mining human capital. The Sinda Property is connected by paved roads to federal and state highways, and is in close proximity to (i) the Mexican cargo rail system, SIPSA Bajío Rail Terminal (approximately 9 miles (15 kilometers) to the Sinda Property), (ii) the colonial city of San Miguel de Allende (approximately 22 miles (35 kilometers) to the Sinda Property), (iii) two international airports: Guanajuato International Airport (approximately 75 miles (121 kilometers) to the northwest) and Querétaro International Airport (approximately 64 miles (103 kilometers) to the east), and (iv) container port terminals on both the Pacific coast, Manzanillo (approximately 393 miles (625 kilometers) to the southwest), and Atlantic coast, Veracruz (approximately 393 miles (633 kilometers) to the southeast). The Sinda Property benefits from reliable power from the national grid, supplied by a national utility transmission line. We also have several potential options for water. Additionally, the location of the Sinda Property within Guanajuato’s established mining ecosystem offers proximity to established mining contractors and service providers, ensuring ready access to specialized labor, equipment and support. We anticipate our location and infrastructure advantage will help reduce the Project’s development timeline, future potential capital intensity, unit costs and operating risk. We believe these advantages position the Project more competitively as compared to other projects in less established mining regions and those in remote locations. ### Potential to become a highly efficient mining operation with a favorable cost structure We believe the Project’s profile may enable a future mining operation with structurally lower operating costs and capital intensity, providing us with competitive advantages. The Sinda Property’s vein systems and the supporting estimated Mineral Resources are predominantly at depth from surface, which we believe could support future potential underground mining production. Underground mining has been undertaken safely and productively for many decades in the area where the Sinda Property is located, as well as in other areas throughout the state of Guanajuato and Mexico. Furthermore, the quality of the Sinda Property, underpinned by its large Mineral Resource estimate (including approximately 135 identified veins over at least two distinct areas) and the average resource grade of its Inferred Mineral Resources and Indicated Mineral Resources (386 and 692 silver-equivalent grams per tonne of mineralized material, respectively) support potential efficient mining operations. Our preliminary metallurgical studies also show that a high proportion of silver and gold at the Sinda Property occurs as discrete minerals, making them highly amenable to conventional flotation processing. We expect this mineralogical characteristic will support robust and predictable metal recoveries, while reducing processing complexity and enhancing the marketability of metal produced at the Sinda Property in the future. ### Situated in Mexico, one of the world’s largest silver mining jurisdictions, with legally enforceable long-term concessions Mexico is the world’s largest silver mining jurisdiction, accounting for approximately 20% of all global mined silver production in 2025. Recent policy shifts in Mexico have reignited investment and exploration in the mining sector. The five concessions to which we hold either title or exploration and exploitation rights have terms expiring between 2051 and 2058, and are each renewable for an additional term of at least 25 years, subject to compliance with applicable legal requirements, providing long-term security for our operations. With a strong local management team with decades of experience, deep relationships at all levels of government and extensive experience working with federal, state, and municipal authorities, as well as a proven track record of community engagement, we believe we are well-positioned to benefit from Mexico’s commitment to responsible mining. Identified Exploration Targets and continued exploration activity in our land package provide opportunity for expansion of Mineral Resources beyond the Sinda Property’s existing Mineral Resource estimate Our estimated Inferred Mineral Resources of 369 million silver-equivalent ounces and Indicated Mineral Resources of 16 million silver-equivalent ounces are based on drilling and study of just 38% of the veins that have been identified at the Sinda Property as of February 16, 2023, with AgEq cut-off grade assumptions as of November 24, 2025. According to the Sinda Technical Report Summary, the same 38% of identified veins at the Sinda Property contain Exploration Targets. If the Exploration Targets from these 38% of identified veins were fully converted to Mineral Resources, we estimate the Mineral Resource at the Sinda Property would rank among the top two notable underground primary silver assets in Latin America. 10 --- In addition, we believe there is significant potential for Mineral Resource discovery and conversion from the 62% of identified veins at the Sinda Property that we have not yet fully drilled. Moreover, we believe there is potential for many additional high-grade intercepts and “blind” veins to be identified across the 6,232 contiguous hectares of the Sinda Property, approximately 74% of which has yet to be explored. As of June 2026, we have mobilized a total of 15 drill rigs. The potential for additional exploration across the Sinda Property could materially increase our Mineral Resource base and expand potential future production. See “Business—The Sinda Property—Exploration Target Estimate.” ### Demonstrated focus on environmental stewardship and social responsibility We are committed to maintaining “best-in-class” environmental and social practices that reflect our role as a responsible participant in the local communities within and surrounding the Sinda Property. Our approach is embedded throughout our business strategy and operations. Our approach is intended to support sustainable long-term operational success and lead to significant value creation for our Company and our community. Environmental Stewardship Our environmental management program is designed to meet or exceed applicable standards established by Mexican environmental regulations administered by the Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales or “SEMARNAT”). Our environmental stewardship program emphasizes conservation of water resources and biodiversity protection at the Sinda Property. Social Responsibility and Community Engagement We recognize that meaningful engagement with our local communities is essential to our long-term success. We maintain very active consultation and community engagement programs, which we believe are best-in-class compared to other silver exploration companies in Mexico. Our community engagement program focuses on initiatives in education, health and local enterprise development. ### Highly experienced management team and Board of Directors Our management team and Board of Directors feature top talent across geology, exploration, mine development, permitting, community engagement and finance, including industry veterans from leading Mexican companies including Grupo Mexico, S.A.B. de C.V. (“Grupo México”), one of the world’s largest publicly traded copper producers and the parent company of Southern Copper Corporation, and Industrias Peñoles, S.A.B. de C.V. (“Industrias Peñoles”), a subsidiary of Grupo Bal, one of the largest Mexican mining companies and one of the largest producers of refined silver worldwide. Daniel Muñiz Quintanilla, our Executive Chairman, is a seasoned mining executive with nearly 30 years of global experience leading large public mining companies across the gold, silver, and copper sectors. He previously served as managing director and executive vice chair of Americas Mining (the mining division of Grupo México). In this role, he oversaw a multinational portfolio of large-scale open-pit and underground operations and major growth initiatives across copper and precious-metals assets. Before that, Mr. Muñiz was chief executive officer of Industrial Minera Mexico (the underground mining division of Grupo México), and earlier served as chief financial officer of Grupo México, directing global finance, capital markets, and M&A during a period of significant expansion. Our management team has deep experience and networks in Mexico, with an established track record of identifying and developing mineral discoveries, and is based near-site in San Miguel de Allende. We believe our leadership team and their commitment to Sinda and the local community are key differentiators for us. Luis Barreto, our Chief Financial Officer, has more than 25 years of experience in infrastructure, transportation and energy, with extensive global transaction, capital markets and asset management expertise. Since 2022, he has served as co-founder and president of MegaFlux Inc., a manufacturer of electric powertrains for commercial vehicles and buses and a provider of fleet electrification solutions focused on Mexico and the United States. Previously, Mr. Barreto spent over a decade at Brookfield Asset Management’s Infrastructure Group, serving in senior leadership roles including managing director within the North America and Latin America teams and global deputy chief investment officer for transportation. At Brookfield Asset Management, he led the execution of infrastructure equity 11 --- investments exceeding $10 billion across the Americas. Earlier in his career, Mr. Barreto held investment banking roles at Citigroup in New York and London. Mr. Barreto holds a master’s degree in business administration from Columbia Business School and a bachelor’s degree in business administration from Florida International University. Fabián Galindo, our Country Manager, has more than 17 years of experience in the mining and natural resources sector, with a background spanning operations, strategic planning, finance and mergers and acquisitions. Prior to joining the Company, Mr. Galindo held senior leadership roles at Grupo México, including overseeing its U.S. copper mining, smelting and refining operations in Arizona and Texas from 2018 to 2023. Earlier in his career at Grupo México, Mr. Galindo served in progressively senior roles within the strategic planning and mergers and acquisitions functions for Americas Mining (the mining division of Grupo México). Since joining the Company in 2023, Mr. Galindo has led our Mexican operations, supported strategic planning and financing initiatives and worked closely with our Board of Directors in connection with our initial public offering. Maria José Romero leads our technical services team. Ms. Romero is a mining engineer with more than 20 years of experience across exploration, project evaluation, mine development and underground operations. Since joining the Company, she has led the technical services function for the Project, including oversight of exploration data management, QA/QC programs, drill planning, cost control and budgeting and the preparation of technical disclosures supporting regulatory filings and independent technical reviews. Prior to joining the Company, Ms. Romero held senior technical and engineering roles at Coeur Mining Inc., Silver Bull Resources Inc., Industrias Peñoles and Gammonlake. Her experience includes supporting exploration and infill drilling programs, geological modeling, economic assessments, underground mine development and permitting, and acting as the primary technical liaison with independent engineering consultants. Ms. Romero holds a bachelor of mining engineering from the University of Sonora and has completed a Citation Program in Applied Geostatistics at the University of Alberta. Jaime Cortés Álvarez, our General Counsel and Secretary, has more than 30 years of experience as a transactional lawyer in mergers and acquisitions, private equity, structured finance, securitization, capital markets, restructuring and corporate governance. He has served as counsel in numerous Mexican and international equity offerings, including initial public offerings of Mexican issuers. Previously, he was a partner at leading Mexican law firms. Scott Cole, our Vice President of Finance, has more than 30 years of experience in finance, accounting, treasury and operational finance leadership, primarily within the mining and metals industry. Prior to joining the Company, Mr. Cole served as finance manager for the U.S. operations of Jervois Global, where he led finance, treasury, accounting and supply chain functions during the construction and start-up of an underground cobalt mine and supported government-funded drilling and refinery feasibility initiatives. From 2006 to 2022, Mr. Cole held progressively senior leadership roles at ASARCO, the U.S. subsidiary of Grupo México, including treasurer and team leader of finance and accounting and operations controller, and was a member of the executive leadership team overseeing treasury, accounting, insurance, budgeting, forecasting and capital transactions across multiple large-scale mining, smelting and refining operations. Earlier in his career, Mr. Cole held senior finance roles at Environmental Systems Products, Eagle Family Foods, BHP Copper and the Federal Bureau of Investigation, with experience spanning financial planning and analysis, controllership, internal audit, SEC-related reporting for public debt issuances and operational management. Mr. Cole holds a master of business administration in accounting from the University of Phoenix and a bachelor of business administration in finance from The University of Texas at Arlington, and is a certified public accountant. Carla Llantada leads our institutional relations. Ms. Llantada has over 30 years of experience leading governance, institutional relations, stakeholder engagement and legal strategy across the public and private sectors. Ms. Llantada’s experience spans trade and industrial policy, renewable energy development, institutional justice reform and government affairs. Estefania Nevarez, our sustainability director, has over 30 years of experience as an environmental lawyer across leading Mexican law firms, with responsibilities ranging from permitting, project development and litigation, as well as environmental management programs. Lourdes McPherson, our community relations director, has over 10 years of experience in corporate affairs and as manager of environmental, social and governance responsibilities across the government of Sonora, and the development of the Cerro del Gallo project previously owned by Argonaut Gold Inc. (now Heliostar Metals Ltd.). We have also established an advisory board of experts with widely-recognized major contributions who are able to add significant value through their expertise and network in Mexico. We believe that the specialized skills and knowledge of our management team, our Board of Directors and our advisory board enhance our ability to create value. 12 --- ### Backed by Electrum, with 30-year track record of success in natural resources We were founded by and are backed by Electrum, a privately-held global natural resources investment management company, which controls approximately 77.4% of the voting power of our common stock. Electrum has a 30-year track record of success in natural resources. Historically, Electrum has focused on a select few, large and world-class precious metals assets located in North America and other “Tier 1” jurisdictions. In addition to its extensive experience in advancing multiple high-quality projects, Electrum has deep and long-held relationships with important stakeholders in the global resources ecosystem. We believe access to Electrum’s specialized skills, knowledge and network substantially enhances our ability to execute our business strategy. ### Business Strategy Our business strategy for the Sinda Property is to develop the identified Mineral Resources and progress toward commercial production while concurrently developing additional Exploration Targets and exploring for new discoveries. ### Conduct infill drilling and develop Mineral Resources at the Sinda Property We believe we have obtained all material permits required for our current surface and underground exploration and infill drilling activities at the Sinda Property. The objective of our infill drilling program is to enhance Mineral Resource confidence by converting a portion of the existing Inferred Mineral Resources to Indicated Mineral Resources and to add new mineralization based on Exploration Targets identified in the Sinda Technical Report Summary, and the objective of our exploration drilling program is to discover and delineate new areas currently not included in the Mineral Resource estimate and add incremental high-quality silver-gold Mineral Resources. ### Advance the Project through a disciplined and methodical approach to development, supported by rigorous technical review Our phased approach to develop the Sinda Property will utilize near and mid-term infill drilling, technical work and test programs to methodically de-risk the Project. In parallel with our exploration activities, we expect to advance technical studies such as Initial Assessments and Pre-Feasibility Studies on our most advanced targets where drilling results are available. We believe our current initiatives will provide support for an updated Mineral Resource estimate and a pathway for economic studies at the Sinda Property, which are expected to include an Initial Assessment and subsequent Preliminary Feasibility Study and/or Feasibility Study. Prior to the establishment of a formal mine plan, it is standard industry practice to evaluate Mineral Resources under a range of assumptions, including scenarios in which lower-grade material may be excluded in order to assess the impact on overall grade. This reflects the inherent trade-off between tonnage and grade that is fundamental to mineral project evaluation. The determination of an appropriate balance between these factors is an iterative process that forms part of the technical and economic analysis undertaken in advance of defining a final mine plan. We expect these efforts to advance the Project towards mine permitting, and our objective is to achieve initial production at the Sinda Property by 2031. ### Continue to explore the Sinda Property to support a future potential generational silver mining complex encompassing multiple mineable deposits With only 38% of identified veins drilled, we believe the large land package at the Sinda Property offers significant exploration upside. Concurrently with advancing the Project to production, we plan to systematically explore the Sinda Property, targeting Mineral Resource expansion at the Caracol area, the Agaves area and other identified Exploration Targets. We also plan to continue developing additional Exploration Targets in the 62% of identified veins that have yet to be fully drilled and continue exploring for new discoveries on the Sinda Property. Our goal is to establish a major mining complex sourcing future production ore from multiple deposits with decades of production potential. ### Partner with local communities through meaningful engagement and responsible development We recognize that meaningful engagement with our local communities is essential to our long-term success. We maintain very active consultation and community engagement programs, which we believe are best-in-class compared to other silver exploration companies in Mexico. Our community engagement program focuses on initiatives in education, health and local enterprise development. As we continue our exploration activities, we plan to continue engaging with local residents, local ejidos and the regional government to streamline the ongoing environmental review and permitting process. Community engagement 13 --- and our environmental and governmental strategies and awareness programs represent crucial elements of our development plans for the Project. With our strong ties to the community, we believe we are well-positioned to generate and maintain strong stakeholder support for the Project. ### Recent Developments and Near-Term Exploration Plan ### Infill and Exploration Drilling In October 2025, we initiated additional infill and exploration drilling activities at the Sinda Property from surface, with the objective of upgrading and expanding our Mineral Resource base. The planned drilling activities comprise approximately 183,000 meters of drilling in 277 drill holes and are expected to be conducted over a period of approximately 26 months. The current drill program (the “Phase 1 Surface Drill Program”) consists of approximately 61,000 meters of drilling in 88 drill holes, and is comprised of an infill drilling component (approximately 37,000 meters of drilling from 60 drill holes) and an exploration drilling component (approximately 24,000 meters of drilling from 28 drill holes). The Phase 1 Surface Drill Program is expected to be completed in the second quarter of 2026. The remaining 122,000 meters of drilling in 189 drill holes (the “Phase 2 Surface Drill Program”) is expected to be completed in the fourth quarter of 2027. We expect results from the surface exploration and drilling activities to be progressively released and expect that these results will inform the next major phases of surface drilling. The total budget for surface infill and exploration drilling activities is estimated at approximately $59 million, consisting of $20 million for the Phase 1 Surface Drill Program, which has been fully funded, and $39 million for the Phase 2 Surface Drill Program. Information set forth herein regarding recent infill and exploration drilling since the effective date of the Technical Report Summary, including information relating to drill results, is not contained in the Technical Report Summary but accurately reflects findings and conclusions of SRK. The table below sets out the distribution of planned drill holes and drilling meters for the infill drilling program at the Dolores vein system and the exploration drilling program surrounding the Dolores vein system, each as part of the Phase 1 Surface Drill Program. ### Overview of Phase 1 Surface Drill Program | Resource Definition | Drillholes | Drilling Meters | | --- | --- | --- | | Dolores | 60 | 36,918 | | Subtotal Infill | 60 | 36,918 | | Exploration Drilling | Holes | Drilling Meters | | Domo | 6 | 6,300 | | Agaves NW Corridor | 13 | 7,600 | | Lara NW Corridor | 5 | 5,500 | | Agaves NE | 2 | 2,200 | | Don Diego Arroyo NE | 2 | 2,160 | | Subtotal Exploration | 28 | 23,760 | | Total Infill + Exploration | 88 | 60,678 | 14 --- The map below illustrates the estimated geographic expanse of the additional infill and exploration drilling activities at the Sinda Property. ### Illustration of the Additional Infill and Exploration Drilling Activities at the Sinda Property Mineral Resource Definition – Dolores Infill Program A principal component of our Phase 1 Surface Drill Program is an infill drilling program at the Dolores vein system, our primary silver-gold deposit within the Caracol area (the “Dolores Infill Program”). As of May 8, 2026, we have completed 25,887 meters of infill drilling, designed to reduce drill spacing to approximately 50 meters by 50 meters in targeted areas. The objective of the Dolores Infill Program is to enhance Mineral Resource confidence by converting a portion of the existing Inferred Mineral Resources to Indicated Mineral Resources and to add new mineralization based on Exploration Targets identified in the Sinda Technical Report Summary. The results of the Dolores Infill Program are not reflected in our Mineral Resource estimate or the Technical Report Summary, but accurately reflect findings and conclusions of SRK. We anticipate that subsequent updates to the Mineral Resource estimate will incorporate the results of proposed drilling as outlined above. The Dolores Infill Program has intersected mineralized zones consistent with the Dolores vein system, with typical epithermal quartz textures and sulfide mineralization occurring as disseminations and veinlets, supporting continuity and the existing geological model. Drill intercepts from the Dolores Infill Program above 1,000 silver-equivalent grams per tonne(1) of mineralized material include the following: | Hole Id | From (m) | To (m) | Interval (m)(2) | Ag (g/t) | Au (g/t) | Ag Eq (g/t)(1) | | --- | --- | --- | --- | --- | --- | --- | | CECA-26-030-A | 296.0 | 296.5 | 0.5 | 493 | 158.5 | 14,114 | | CECA-26-031-A | 513.7 | 514.3 | 0.7 | 28 | 13.2 | 1,158 | | CECA-26-031-A | 518.7 | 519.4 | 0.7 | 576 | 7.9 | 1,254 | | CECA-26-033-A | 521.7 | 522.3 | 0.6 | 2,990 | 14.1 | 4,202 | | CECA-25-029-A | 558.4 | 559.0 | 0.6 | 965 | 2.3 | 1,158 | 15 --- | Hole Id | From (m) | To (m) | Interval (m)(2) | Ag (g/t) | Au (g/t) | Ag Eq (g/t)(1) | | --- | --- | --- | --- | --- | --- | --- | | CECA-25-027-C | 560.0 | 560.5 | 0.5 | 602 | 7.8 | 1,276 | | CECA-25-027-B | 576.3 | 578.3 | 2.0 | 997 | 5.8 | 1,495 | | CECA-26-030-A | 580.3 | 581.1 | 0.8 | 2,360 | 69.4 | 8,324 | | CECA-25-027-B | 586.5 | 587.1 | 0.6 | 965 | 5.1 | 1,404 | | CECA-25-027-C | 601.6 | 602.4 | 0.8 | 1,260 | 9.3 | 2,057 | | CEDO-25-008 | 624.7 | 625.4 | 0.7 | 753 | 15.1 | 2,051 | | CECA-25-027-A | 692.9 | 693.9 | 1.0 | 3,290 | 2.5 | 3,503 | | CECA-26-033-A | 718.7 | 719.3 | 0.6 | 3,630 | 19.4 | 5,297 | | CECA-25-027-C | 719.7 | 720.2 | 0.5 | 8,120 | 28.5 | 10,569 | | CECA-26-032-A | 732.5 | 733.0 | 0.5 | 72 | 38.2 | 3,355 | | CECA-26-032-A | 734.2 | 734.8 | 0.6 | 717 | 4.5 | 1,102 | | CEAG-26-062 | 977.0 | 977.5 | 0.5 | 3,080 | 1.4 | 3,204 | | CEAG-26-062 | 981.6 | 982.3 | 0.8 | 1,350 | 0.7 | 1,408 | (1) Silver-equivalent calculations assumed a silver price of $32.00 per ounce and gold price of $2,750.00 per ounce, independent of potentially variable metallurgical recovery by metal, as recovery is assumed to be equal for both silver and gold for purposes of calculating silver-equivalent values. For the table above, the AgEq calculation is derived from the following simplified formula: AgEq = Ag grade + (Au grade \* ($2,750.00 ÷ $32.00)). Unlike the AgEq calculation methodology used throughout this prospectus, as described in “Notice Regarding Mineral Disclosure,” this simplified formula does not apply the 31.10348 grams-per-troy-ounce conversion factor. The resulting differences in calculated values are a few parts per million and are not material. (2) Drillhole intervals are reported downhole and may not equate to vein true thickness. Exploration Drilling – Developing New Potential In parallel, we intend to undertake exploration drilling across multiple high-priority Exploration Targets surrounding the Dolores vein system to test for new mineralized structures and expand the known mineralized footprint of the Sinda Property (the “Exploration Drilling Program”). Our objective is to discover and delineate new areas not currently included in the Mineral Resource estimate and to add incremental high-quality silver-gold Mineral Resources. The Exploration Drilling Program includes initial drilling at the Don Diego area, located between the Caracol area and the Agaves area, which we interpret as a prospective corridor that may represent a structural linkage between these mineralized trends and part of a broader district-scale mineralized system. The Company’s current geological interpretation, supported by recent drilling results, indicates that Don Diego may represent a significant linking structure between the Caracol and Agaves systems. The Exploration Drilling Program commenced in February 2026. Recent drillholes, including holes CEAG-26-060, CEAG-26-062 and CEAG-26-063, have demonstrated encouraging indications of continuity between the Caracol and Agaves areas and support the interpretation of a larger interconnected mineralized framework. Geological logging has identified epithermal-style vein textures and visual indications of mineralization, including visible silver-bearing sulfide minerals in drill cores. Recent drilling within the Don Diego area has also returned encouraging intercepts, including drillhole CEAG-26-062, which intersected approximately 3 meters grading approximately 727 silver-equivalent grams per tonne, including 0.5 meters grading in excess of 3,200 silver-equivalent grams per tonne. These intercepts occur within the interpreted extension of the Agaves structural system and at elevations consistent with the projected mineralized horizon between approximately 1,000 and 1,200 meters elevation. These observations are qualitative in nature, and there has been insufficient exploration to define a Mineral Resource in the Don Diego area at this time. Additional assays are pending and there can be no assurance that mineralization will be confirmed. However, initial drilling results have increased our confidence in the mineralization potential of the Don Diego area and support the interpretation that Don Diego may represent a significant mineralized corridor connecting the Caracol and Agaves systems. Although exploration at Don Diego remains at an early stage, the drilling results obtained to date continue to support the district-scale exploration potential and warrant continued exploration and evaluation. Exploration results to date for the Don Diego area are not included in the Sinda Technical Report Summary, but accurately reflect the findings and conclusions of SRK. 16 --- ### Select Don Diego Cores and Intercepts (2026 Exploration Drilling Program) CEAG-26-062: 3.05M(1)(2) CEAG-26-063: 11.35M(1)(2) (1) Drillhole intervals are reported downhole and may not equate to vein true thickness. (2) Silver-equivalent calculations assumed a silver price of $32.00 per ounce and gold price of $2,750.00 per ounce, independent of potentially variable metallurgical recovery by metal, as recovery is assumed to be equal for both silver and gold for purposes of calculating silver-equivalent values. For the table above, the AgEq calculation is derived from the following simplified formula: AgEq = Ag grade + (Au grade \* ($2,750.00 ÷ $32.00)). Unlike the AgEq calculation methodology used throughout this prospectus, as described in “Notice Regarding Mineral Disclosure,” this simplified formula does not apply the 31.10348 grams-per-troy-ounce conversion factor. The resulting differences in calculated values are a few parts per million and are not material. 17 --- ### Cross-Section of Don Diego Showing Select Holes CEAG: 26-060, 26-062 and 26-063 ### Underground Development and Drilling In March 2026, we obtained the environmental impact authorization required to develop a decline for underground drilling at the Caracol area. The permit required to develop the decline was obtained approximately nine months following the submission of an Environmental Impact Assessment to obtain it. The decline at the Caracol area is intended for Mineral Resource drilling and definition, and is expected to facilitate efficient underground infill drilling to enhance Mineral Resource confidence. The decline is also expected to support future development, as all workings are dimensioned and aligned for compatibility with future production. Underground drilling leveraging the decline will commence as soon as there is drilling accessibility to the targeted veins. The underground drilling program would initially comprise 223,000 meters of drilling in 557 planned drill holes. The three-year budget for the exploration decline is estimated at approximately $98 million. The initial underground drilling program budget is estimated at approximately $44 million. About 9 kilometers of development length has been designed that will include two ramps to access both Dolores and Lara vein systems. The exploration decline development will enable easier access to deeper infill drilling targets than surface drill pads. The decline openings will be driven at 5.5 meters by 5.5 meters, which will allow underground exploration drilling and eventually may be converted for mine production use. 18 --- While the decline development is progressed, drilling will begin to be initiated on drill targets and thus continual advancement of the decline will overlap with underground drilling. Based on the development schedule for the decline and the veins targeted for drilling, underground drilling is currently anticipated to commence towards the latter part of 2026 and gradually increase as the decline is advanced with more substantial drilling. Upon completion, we expect the development of the Caracol area will provide the technical foundation and spatial framework for full-scale extraction operations and long-term underground expansion of the Project. Highlighted Exploration and Development Strategy: Indicative Timeline ### Initial Public Offering On June 29, 2026 we completed our initial public offering of 17,750,000 shares of our common stock at a public offering price of $12.00 per share, resulting in gross proceeds of approximately $213.0 million, before deducting underwriting discounts and commissions and offering expenses. In connection with our initial public offering, we granted to the underwriters of our initial public offering an option to purchase a maximum of 2,662,500 additional shares of common stock from us to cover over-allotments. On July 14, 2026, the underwriters of our initial public offering exercised this option in part, and on July 15, 2026, we issued and sold 1,915,328 shares of our common stock resulting in gross proceeds of approximately $23.0 million, before deducting underwriting discounts and commissions and offering expenses. ### Concurrent Placement In connection with our initial public offering, the Company entered into a Common Stock Purchase Agreement, dated June 22, 2026, with Fresnillo, pursuant to which the Company agreed to sell and issue, and Fresnillo agreed to purchase from the Company, in an offering exempt from the registration requirements of the Securities Act and in reliance of Section 4(a)(2) thereof (the “Concurrent Placement”), at a price per share equal to the initial public offering price, a number of shares of our common stock such that Fresnillo would beneficially own up to 5.0% of our issued and outstanding shares of common stock at the time of issuance. The closing of the Concurrent Placement took place on July 27, 2026, with Fresnillo purchasing 7,939,544 shares of our common stock for gross proceeds of approximately $95.3 million. In connection with the closing of the Concurrent Placement and pursuant to the terms of the Common Stock Purchase Agreement, on July 27, 2026, the Company entered into an investor rights agreement (the “Investor Rights Agreement”) with Fresnillo, which provides Fresnillo with certain rights and obligations, including the following: Participation Right. A participation right in future equity offerings for cash, subject to certain exceptions including ATM programs, that will allow Fresnillo to maintain or acquire, as applicable, up to the greater of: (x) an ownership percentage that is the same as the ownership percentage that Fresnillo had immediately prior to completion of such offering; and (y) an ownership percentage equal to 5.0% of our issued and outstanding shares of common stock, in each case after giving effect to such offering. Top-up Right. The right to top up its ownership percentage to the aforementioned thresholds following cumulative dilutive issuances of at least 1.0% (the “Top-up Threshold”), subject to certain exceptions, at a price per share equal 19 --- to the Market Price (as defined in the Investor Rights Agreement) on the date on which Fresnillo delivers an exercise notice in respect of the top-up right. The top-up right covers dilutive issuances arising from the conversion, exercise or exchange of convertible securities, issuances under ATM programs, issuances as consideration for acquisitions and other similar events that are not part of an offering in which Fresnillo is entitled to participate. Registration. The Company has agreed to use commercially reasonable efforts to file the registration statement of which this prospectus forms a part and to cause such registration statement to be declared effective. We are entitled to suspend the use of this prospectus for up to 60 consecutive days, and not more than 120 days in the aggregate in any 12-month period, if our Board of Directors determines in good faith that disclosure of certain information would be detrimental to the Company. Standstill. The Investor Rights Agreement also contains customary standstill provisions restricting Fresnillo from, among other things, acquiring additional shares of our common stock (if such acquisition would increase Fresnillo’s ownership percentage above 9.99% of our issued and outstanding shares of common stock), seeking to effect extraordinary transactions, making proposals to change our Board of Directors or management, soliciting proxies or forming groups with respect to our securities, in each case without the prior consent of the Company, for a period commencing on the completion of our initial public offering and ending on the second anniversary of the completion of our initial public offering. Termination. The Investor Rights Agreement, other than certain surviving provisions, will terminate when Fresnillo’s ownership percentage is less than 1.0% of our issued and outstanding shares of common stock. The Investor Rights Agreement also contains standard representations, warranties, covenants and other terms customary in similar transactions, including provisions relating to the Company’s obligation to maintain its reporting issuer status and listing of shares of common stock, and provisions restricting any shareholder rights plan adopted by the Company from conflicting with Fresnillo’s participation right or top-up right. ### Equity Awards On June 29, 2026, we awarded stock options and restricted stock units (“RSUs”) to Mr. Galindo as follows: (i) stock options to purchase 125,000 shares of common stock (the “Galindo IPO Stock Options”) and (ii) RSUs covering 62,500 shares of common stock (the “Galindo IPO RSUs”). The Galindo IPO Stock Options and the Galindo IPO RSUs will vest in equal installments on each of the first four anniversaries of the grant date, subject to Mr. Galindo’s continued service on the applicable vesting date. On June 29, 2026, we also awarded stock options and restricted stock units to each of Messrs. Barreto and Cortés Álvarez as follows: (i) stock options to purchase 833,334 shares of common stock (the “Initial Executive Stock Options”) and (ii) RSUs covering 416,668 shares of common stock (the “Initial Executive RSUs”). The Initial Executive Stock Options and the Initial Executive RSUs will vest in equal installments on each of first four anniversaries of the grant date, subject to continued employment or service through each applicable vesting date. On June 29, 2026, we also awarded stock options and restricted stock units to Mr. Muñiz as follows: (i) stock options to purchase 940,649 shares of common stock (the “Muñiz Stock Options”) and (ii) RSUs covering 940,649 shares of common stock (the “Muñiz RSUs”). The Muñiz Stock Options and the Muñiz RSUs will vest in equal installments on each of first four anniversaries of the grant date, subject to Mr. Muñiz’s continued service with the Company through each applicable vesting date. RISK FACTORS You should carefully consider the following risk factors that may affect our business, future operating results and financial condition, as well as the other information set forth in this prospectus, before making a decision to invest in our common stock. If any of the following risks actually occurs, our business, financial condition or results of operations would likely be materially and adversely affected. In such case, the trading price of our common stock would likely decline, and you may lose all or part of your investment. The risks below are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also adversely affect us. ### Risks Related to Our Business and Industry ### We have a history of negative operating cash flows and net losses and we may never achieve or sustain profitability. We are a silver exploration company and have a history of negative operating cash flows and net losses. We expect to continue to incur negative operating cash flows and net losses until such time as we generate sufficient revenues to fund our continuing operations. For the three months ended March 31, 2026 and 2025, our net loss was $11.6 million and $2.6 million, respectively. For the years ended December 31, 2025 and 2024, our net loss was $18.7 million and $10.7 million, respectively. Given our history of negative operating cash flows and net losses, and potential future negative operating cash flows and net losses, we may never achieve or sustain profitability. To become and remain profitable, we must generate significant revenues from silver and gold production, which will require us to be successful in a range of challenging activities and is subject to numerous risks, including the risk factors set forth in this “Risk Factors” section. While our objective is to achieve initial production at the Sinda Property by 2031, this objective is not based on, and is not yet supported by, any technical or economic study, including an Initial Assessment, Preliminary Feasibility Study or Feasibility Study. In addition, we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our revenues, expenses and profitability. Our failure to achieve or sustain profitability would depress our market value, could impair our ability to execute our business plan, raise capital or continue our operations and could cause our stockholders to lose all or part of their investment. ### Our future operations are dependent on the Sinda Property, which consists of multiple vein systems, none of which currently has Mineral Reserves. The Sinda Property’s Mineral Resources are comprised of multiple low-sulfidation epithermal vein systems with high-grade silver and gold mineralization. No Mineral Reserves have been identified at our vein systems. The costs, timing and complexities of upgrading the Mineral Resources at the Sinda Property to Mineral Reserves may be greater than we anticipate. Mineral exploration and development involves a high degree of risk that even a combination of careful evaluation, experience and knowledge cannot eliminate, and few properties that are explored are ultimately developed into producing mines. Our mineral exploration programs at the Sinda Property may not establish the presence of any Mineral Reserves. The failure to establish any Mineral Reserves would severely restrict our ability to implement our strategies for long-term growth. ### Mineral Resource and Exploration Target statements at our vein systems are only estimates. Statements of Mineral Resources and Exploration Targets at our various vein systems are only estimates and depend on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which might prove to be materially inaccurate. There is a degree of uncertainty attributable to the calculation of Mineral Resources and Exploration Targets. Until Mineral Resources and Exploration Targets are actually mined and processed, the quantity of metal and grades must be considered as estimates only and the indicated levels of metals may not be produced. Exploration Targets relate to potential mineralization for which there has been insufficient exploration to estimate either Mineral Resources or Mineral Reserves. In addition, Mineral Resources require a lower degree of certainty of economic viability than Mineral Reserves. In making determinations about whether to advance our project to development, we must rely upon estimated calculations for the Mineral Resources and Exploration Targets and grades of mineralization at the Sinda Property. The estimation of Mineral Resources and Exploration Targets 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. The ranges of 27 --- potential tonnage and grade of the Exploration Targets are conceptual in nature. There has been insufficient exploration of the relevant property to estimate a Mineral Resource with respect to these Exploration Targets. It is uncertain if further exploration will result in the estimation of a Mineral Resource. The Exploration Targets therefore do not represent, and should not be construed to be, an estimate of a Mineral Resource or Mineral Reserve. Exploration Targets could change as the proposed exploration activities are completed. Estimated Mineral Resources and Exploration Targets may have to be recalculated based on changes in metal prices, further exploration or development activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated metallurgical recovery or other important factors that influence Mineral Resource and Exploration Target estimates. The extent to which Mineral Resources may ultimately be reclassified as Mineral Reserves is dependent upon the demonstration of their profitable recovery. Any material changes in volume and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital. Mineralization may not be mined or processed profitably. Mineral Resource and Exploration Target estimates have been determined and valued based on assumed future metal prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in the market price for silver and gold may render portions of our mineralization uneconomic and result in reduced reported volume and resource grades, which in turn could have a material adverse effect on our financial performance, financial position and results of operations. In addition, Mineral Resource estimates involve significant reliance on Inferred Mineral Resources, which may increase the risk of overestimation. Inferred Mineral Resources are subject to significant 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. Similarly, the ranges of potential tonnage and resource grade (or quality) of the Exploration Targets are conceptual in nature because there has been insufficient exploration to estimate a Mineral Resource. It is uncertain whether further exploration will result in the estimation of any Mineral Resources. Exploration Targets therefore do not represent, and should not be construed to be, an estimate of a Mineral Resource or Mineral Reserve. ### Our mineral exploration efforts are highly speculative in nature and may be unsuccessful. Mineral exploration is highly speculative in nature, involves many uncertainties and risks and is frequently unsuccessful. It is performed to demonstrate the dimensions, position and mineral characteristics of mineral deposits, estimate Mineral Resources, assess amenability of the deposit to mining and processing scenarios and estimate potential deposit value. Once mineralization is discovered, it may take a number of years from the initial exploration phases before production is possible, during which time the feasibility of the Project may change adversely. Substantial expenditures are required to establish Mineral Reserves, to determine processes to extract the metals and, if required, to construct mining and processing facilities and obtain the rights to the land and resources required to develop the mining activities. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Short-term factors, such as the need for orderly development of mineral deposits or the processing of new or different resource grades, may have an adverse effect on mining operations and on our results of operations. Mineralization recovery in small scale laboratory tests may not be duplicated in large scale tests under on-site conditions or in production scale operations. Material changes in geological resources, resource grades, stripping ratios or metallurgical recovery may affect the economic viability of our project. Exploration stage properties have no Mineral Reserves disclosed, and only have estimates of Mineral Resources and/or Exploration Targets. Mineral Resource and Exploration Target estimates are, to a large extent, based upon the interpretation of geological data and modeling obtained from drill holes and other sampling techniques, initial assessments that derive estimates of operating costs based upon anticipated tonnage and grades of material to be mined and processed, the assumed configuration of the deposit, expected recovery rates of metal from the mill feed material, facility and equipment capital and operating costs, anticipated climatic conditions and other factors. As a result, actual operating costs and economic returns based upon development of Mineral Resources and Exploration Targets may differ significantly from those originally estimated. Significant decreases in actual or expected commodity prices may also mean mineralization, once found, will be uneconomical to mine. 28 --- ### Our anticipated processing ability may be adversely impacted by certain circumstances. A number of factors could affect our ability to process the quantities of metals that we recover and our ability to efficiently handle certain quantities of processed materials, including, but not limited to, the presence of oversized material at the crushing stage; material showing breakage characteristics different than those planned; material with resource grades outside of planned range; the presence of deleterious materials in ratios different than expected; material drier or wetter than expected, due to natural or environmental effects; and materials having viscosity or density different than expected. The occurrence of one or more of the circumstances described above could affect our ability to process the number of tonnes planned, recover valuable materials, remove deleterious materials and produce planned quantities of concentrates. In turn, this may result in lower throughput, lower recoveries, increased downtime, increased costs or some combination of all of the foregoing. While issues of this nature are part of normal operations, unexpected conditions may materially and adversely affect our business, results of operations or financial condition. Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and any future development activities may not result in profitable mining operations. The actual operating costs at the Sinda Property will depend upon changes in the availability and prices of labor, equipment and infrastructure, variances in metal recovery and mining rates from those assumed in the mining plan, operational risks, changes in governmental regulation, including taxation, environmental, permitting and other regulations and other factors, many of which are beyond our control. Due to any of these or other factors, the operating costs at the Sinda Property may be significantly higher than we expect. As a result of higher capital and operating costs, production and economic returns may differ significantly from our expectations and future development activities may not result in profitable mining operations. ### Land reclamation and mine closure may be burdensome and costly. Land reclamation and mine closure requirements are generally imposed on mining companies in Mexico, 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 Sinda Property remains at the exploration stage and we have not established a mine plan or a mine closure plan. In the absence of a defined mining method, production scenario, processing facilities, tailings management strategy or site closure framework, reclamation and mine closure costs cannot be reasonably estimated. Accordingly, we have not recorded any asset retirement obligation as of March 31, 2026 or December 31, 2025. However, any amount 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 are required to maintain financial assurances, such as letters of credit, to secure mine closure and reclamation obligations and social and/or environmental obligations under applicable Mexican mining 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 represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine’s operation. ### We will be subject to certain risks associated with establishing new mining operations. The development of the Sinda Property will require obtaining additional permits and financing for the construction and operation of the Sinda Property, processing plants and related infrastructure. As a result, we will be subject to certain risks associated with establishing new mining operations, including: - the timing and cost, which can be considerable, of the construction of mining and processing facilities and related infrastructure; - the availability and cost of skilled labor, mining equipment and principal supplies needed for operations, including explosives, fuels, chemical reagents, water, power, equipment parts and lubricants; - the availability and cost of appropriate smelting and refining arrangements; - the need to obtain necessary environmental and other governmental approvals and permits, the timing of the receipt of those approvals and permits and the restrictions set forth in those approvals and permits; - the availability of funds to finance construction and development activities; 29 --- - industrial accidents; - mine failures, shaft failures or equipment failures; - natural phenomena such as inclement weather conditions, floods, droughts, rockslides and seismic activity; - unusual or unexpected geological and metallurgical conditions; - exchange rate and commodity price fluctuations; - high rates of inflation; - interest rate fluctuations; - health pandemics; - potential opposition from non-governmental organizations, environmental groups or local communities, which may delay or prevent development activities; and - restrictions or regulations imposed by governmental or regulatory authorities, including with respect to environmental matters or environmental permits. The costs, timing and complexities of developing the Sinda Property may be greater than anticipated. Cost estimates may increase significantly as more detailed engineering work is completed. It is common in mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. In addition, the cost of producing silver-bearing concentrates that are of acceptable quality to smelters may be significantly higher than expected. We may encounter higher than acceptable contaminants in our concentrates such as arsenic, antimony, mercury, copper, iron, selenium or other contaminants that, when present in high enough concentrations, can result in penalties or outright rejection of the metals concentrates by the smelters or offtakers. Accordingly, our activities may not result in profitable mining operations. ### Our operations involve significant risks and hazards inherent to the mining industry. Our operations involve the operation of large machines, heavy mobile equipment and drilling equipment. Hazards such as adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground control problems, cave-ins, changes in the regulatory environment, metallurgical and other processing problems, mechanical equipment failure, facility performance problems, fire and natural phenomena such as inclement weather conditions, floods and earthquakes are inherent risks in our operations. Hazards inherent to the mining industry can cause injuries or death to employees, contractors or other persons at our mineral property, severe damage to and destruction of our property, plant and equipment, and contamination of, or damage to, the environment, and can result in the suspension of our exploration activities and future development and production activities. While we aim to maintain best safety practices as part of our culture, the safety measures that we implement may not prevent or mitigate accidents. 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 the Sinda Property or otherwise in connection with our operations. We may also face environmental claims or community actions. 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. ### Our business is sensitive to nature and climate conditions. A number of governments have introduced or are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels, including in Mexico. Regulation relating to emission levels (such as carbon taxes), water use and discharge, land disturbance, environmental impact and energy efficiency may become more stringent, which may materially and adversely affect our operations and may result in increased operating costs. 30 --- In addition, the physical risks of climate change may also have an adverse effect on our operations. These risks include the following: - extreme weather events, including prolonged droughts, periods of water scarcity, flooding, heat waves and other weather patterns that affect central Mexico, have the potential to disrupt operations at our mines and may require us to make additional expenditures to mitigate the impact of such events. Extended disruptions to transportation routes, utilities or other material infrastructure could result in interruption to production once it commences; and - our facilities depend on regular supplies of consumables to operate efficiently. These materials are expected to be transported primarily by land within Mexico and North America, and in the event that the effects of climate change or extreme weather events cause prolonged disruption to road, rail or other land-based transportation networks, production levels at our operations may be reduced. Furthermore, water availability is a critical operational requirement for mining activities in central Mexico. Community opposition or competing uses may limit our access to water or require additional investments in water efficiency, recycling or alternative supply. Climate-related changes in precipitation patterns, increased frequency or severity of drought conditions, increased competition for water resources or regulatory restrictions on water extraction or use in Mexico could adversely affect our ability to operate or expand our projects on commercially reasonable terms. Our efforts to mitigate the risks of climate changes may not be effective and the physical risks of climate change may have an adverse effect on our operations and profitability. ### We may be materially and adversely affected by challenges relating to slope and stability of our future underground mining operations. Once we commence mining operations, we expect to build deep underground mines which may present certain geotechnical challenges, including the possibility of failure of underground openings. If we are required to reinforce such openings or take additional actions to prevent such a failure, we could incur additional expenses, and our future operations could be negatively affected. Unexpected failures of underground openings or additional requirements to prevent such failures may adversely affect our future costs and expose us to health and safety and other liabilities in the event of an accident, and in turn materially and adversely affect our future operations and profitability. ### The mining industry is very competitive. The mining industry is very competitive. We compete in efforts to obtain financing to explore and develop the Sinda Property with other silver exploration and mining companies operating in Mexico. Many of these companies are larger, more established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment and/or a greater ability than us to withstand losses. Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency 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, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to our detriment. We may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition or results of operations. ### The title to, or relevant rights on, the five contiguous mining concessions underpinning the Sinda Property may be challenged or impaired, thus risking our investment in the Sinda Property. Under the laws of Mexico, Mineral Resources belong to the state, and government concessions are required to explore for or exploit Mineral Resources. Mineral rights derive from concessions granted by the Ministry of Economy, pursuant to the Mining Law (Ley de Minería) and the regulations thereunder. While we hold title to, or have been assigned exploration and exploitation rights on, five contiguous mining concessions containing multiple vein systems, including those in the Caracol area and the Agaves area, title to these concessions (or assignment of the relevant rights thereon) may be challenged or impaired under certain circumstances, including as a result of administrative proceedings, judicial challenges or defects in the granting or registration of such concessions. Although we have taken steps to verify title to these concessions, including a review of concession titles and registration in the Mexican Public Mining Registry and the receipt of a title opinion from VHG Servicios Legales, S.C., dated as of August 13, 2021, and DBR Abogados, S.C., dated as of December 11, 2025, these procedures do not 31 --- guarantee title against all possible claims or challenges. A title defect on any of the five concessions underpinning the Sinda Property (or any portion thereof) could adversely affect our ability to explore and/or mine some or all of the Sinda Property and/or process the minerals that we may mine in the future. Mining concessions may be terminated if the obligations to maintain the concessions in good standing are not satisfied, including obligations to pay applicable concession duties, to provide required technical and administrative information to the Mexican Ministry of Economy, to allow inspections by the Mexican Ministry of Economy and to comply with applicable environmental, safety and other regulatory requirements. Recent legislative changes and regulatory developments in Mexico may impose additional requirements in connection with environmental permitting, water use, site closure and consultation with impacted local communities, and failure to comply with applicable requirements could result in sanctions, suspension or, in certain cases, termination of mining concessions. In addition, failure to make timely concession maintenance payments and otherwise comply with applicable laws and regulations relating to mineral right tenure could result in the loss of concession rights following applicable administrative or judicial procedures. As the legal titleholder of the El Milagro Concession, Agustín Mesita and J. Bernabé Silva Sánchez, the co-holders of the mining concession, who subsequently assigned the concession to Ejido Delgado, were originally responsible for making concession maintenance payments and complying with applicable regulatory requirements with respect to the El Milagro Concession. Pursuant to the El Milagro Contract (as defined below), our wholly owned Mexican subsidiary SNDA Exploración, S. de R.L. de C.V. (“SNDA Exploración”) has been assigned exploration and exploitation rights for the El Milagro Concession and is now responsible for all such payment and compliance obligations. If we fail to pay concession duties, submit required technical information, allow inspections or comply with environmental, safety or other applicable requirements, Mexican authorities may sanction, suspend or cancel the concession following applicable procedures, which would negatively impact the exploration and exploitation rights assigned to us. Title insurance is generally not available for mineral properties and our ability to ensure that we have obtained secure title to, or unencumbered exploration and exploitation rights on, the five mining concessions underpinning the Sinda Property (or relevant rights thereon) may be subsequently challenged and/or constrained. Any challenge to our title or rights 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 Sinda Property. In addition, if we mine on property without the appropriate title or right, we could incur liability for such activities. Our rights to surface access for the five mining concessions underpinning the Sinda Property, and our exploration and exploitation rights for the El Milagro Concession, could be limited, impaired or terminated, which could materially and adversely affect our operations and plans. Our access to the surface where the five mining concessions underpinning the Sinda Property are located is granted through temporary land use agreements, some of which are still in process of being registered in the Mexican Agrarian Registry (Registro Agrario Nacional) to be enforceable vis à vis third parties. Any unenforceability or early termination of such temporary land use agreements could be triggered by alleged breaches, and we may have limited ability to prevent or remedy termination. If any of these temporary land use agreements are terminated or rescinded, whether due to an alleged breach or otherwise, our ability to access the Sinda Property could be hindered and our exploration operations could be affected. Our access, exploration and exploitation rights at the El Milagro Concession derive from a contract with the individual co-holders of the mining concession (who subsequently assigned the concession to Ejido Delgado) for mining exploration and surface access (the “El Milagro Contract”), which has been assigned to SNDA Exploración, rather than from direct title to the El Milagro Concession. The El Milagro Contract is expressly governed by Mexican federal and local laws and subject to the jurisdiction of courts in Guanajuato, Mexico, and therefore any disputes regarding enforceability, interpretation, performance or termination would be adjudicated in Mexico under Mexican laws. Remedies available to us may differ from, and be less predictable than, those available under U.S. laws, and the timing, consistency and reliability of outcomes may be further affected by recent and pending changes to Mexico’s judicial framework. Adverse judgments or delays in Mexican proceedings could limit our access to the El Milagro Concession, disrupt exploration activities and result in increased costs or loss of rights. 32 --- Termination of the El Milagro Contract could be triggered by alleged breaches, and we may have limited ability to prevent or remedy termination. If the El Milagro Contract is terminated or rescinded, whether due to an alleged breach or otherwise, our ability to access, explore and develop the El Milagro Concession could cease, and we could incur costs to demobilize personnel and remove equipment within a limited period. ### We will require additional financing in the future to develop the Sinda Property. We will require additional funding in the future for construction and development activities on the Sinda Property and to commence production. Before we can make any future construction decision or obtain construction financing, we expect that we will be required to complete our exploration program and technical work, including various scientific and technical studies for any construction and associated financing for a mine on the Sinda Property, and obtain key permits and approvals. Our ability to raise additional financing will depend on a number of factors, including the results of our exploration and drilling programs, the completion of required technical studies, prevailing metal prices, capital markets conditions and our ability to obtain required governmental approvals. We expect to raise additional funds through sales of equity or debt, or a combination thereof. Access to additional capital may not, however, be available on terms acceptable to us, at acceptable prices, or at all. Failure to obtain sufficient financing to complete construction and development activities, and commence production, at the Sinda Property may result in delays in the development of the Sinda Property. Furthermore, even if we raise sufficient additional capital, we may not achieve profitability or positive cash flow. In addition, any future equity offering will further dilute your equity interest in us and any future debt financing may limit our flexibility in planning for or reacting to changes in our business. See “—We may incur debt in the future, which could adversely affect our financial health, limit our ability to obtain financing in the future and pursue certain business opportunities and reduce the value of your investment.” ### Inflation, restrictive exchange control policies and fluctuations in the exchange rate of the Mexican peso to the U.S. dollar may adversely affect our financial condition and results of operations. Increased inflation has resulted in, and may continue to result in, higher interest rates and capital costs, increased shipping costs, supply shortages, increased costs of labor, weakening exchange rates, additional government intervention through stimulus spending or additional regulations and other similar effects. Our ability to conduct exploration of the Sinda Property is dependent on the acquisition of goods and services at a reasonable cost, such as drilling equipment and skilled labor and assay laboratory testing in a timeframe that allows us to execute on follow-up exploration phases expeditiously. If we are unable to take effective measures in a timely manner to mitigate the impact of the inflation, the scope of our exploration of the Sinda Property may decrease and our business, financial condition and results of operations could be adversely affected. Additionally, when inflation in Mexico increases without a corresponding depreciation of the Mexican peso, the net income generated by our operations is adversely affected. Inflation in Mexico was 3.7% in 2025, 4.2% in 2024, 4.7% in 2023 and 7.8% in 2022. The Mexican peso has fluctuated significantly in past years. Relative to the U.S. dollar, the Mexican peso appreciated to Ps.19.47 per $1.00 as of December 31, 2022, further appreciated to Ps.16.90 per $1.00 as of December 31, 2023, depreciated to Ps.20.86 per $1.00 as of December 31, 2024 and appreciated to Ps.18.01 per $1.00 as of December 31, 2025. Overall, from December 31, 2019 to December 31, 2025, the peso appreciated by 4.5% from Ps.18.86 per $1.00 to Ps.18.01 per $1.00. The peso continues to be affected by uncertainty and volatility in the global markets. The Mexican government has occasionally implemented measures to limit the volatility of the Mexican peso, including auctions of U.S. dollars in the foreign exchange market and the regulation of hedges of foreign currency-denominated liabilities of Mexican banks and other financial entities. However, we cannot be sure that such measures will be put in place if new episodes of volatility materialize, or that they will be effective if they are implemented, or how such measures would impact the Mexican economy. Accordingly, inflation and any governmental response thereto may have a material adverse effect on our business, results of operations, cash flow, financial condition and the price of our securities. Although we report our financial statements in U.S. dollars, purchases of labor, operating supplies and capital assets by our wholly owned Mexican subsidiaries are denominated in Mexican pesos. As a result, any significant and sustained appreciation of the Mexican peso against the U.S. dollar may materially increase the costs of our operations. We measure and record actual foreign exchange gains and losses arising from remeasurement of monetary assets and liabilities. The net foreign exchange gain / (loss) for the three months ended March 31, 2026 and March 31, 2025 was 33 --- $0.0 million. For the years ended December 31, 2025 and 2024, we recorded a net foreign exchange gain of $0.2 million and a net foreign exchange loss of $0.2 million, respectively. While the Mexican government does not currently restrict, and for several decades has not restricted, the right or ability of Mexican or foreign persons or entities to convert pesos into U.S. dollars or to transfer other currencies outside of Mexico, the Mexican government has taken such measures in the past and could institute restrictive exchange control policies in the future. The imposition of exchange control policies could impair our ability to obtain imported goods and to meet our U.S. dollar-denominated obligations and could have an adverse effect on our business and financial condition. We do not currently intend to enter into hedging arrangements with respect to silver and other minerals and our hedging activities, or our decision not to hedge, with respect to our expenses, could expose us to losses. We do not currently intend to enter into hedging arrangements with respect to silver and other minerals. As such, we will not be protected from a decline in the price of silver and other minerals. This strategy may have a material adverse effect upon our financial performance, financial position and results of operations. Additionally, we are, and will be, exposed to the potentially adverse effects of fluctuations in input costs, such as diesel fuel, and if we borrow funds at floating interest rates. We may seek to enter into hedging arrangements to hedge some of our input costs, such as diesel fuel, and our currency exposure with respect to the portion of our costs and expenses incurred in Mexican pesos. In the future we may also seek to enter into interest rate hedge agreements in connection with future indebtedness we may incur that bears interest at a floating rate. We currently, however, have not entered into any such hedging arrangements, or made a decision to do so, and cannot assure you that we will be able to do so on acceptable terms, or at all. Even if we seek and are able to enter into hedging contracts, such hedging program may not be effective, and any hedging program would also prevent us from benefitting fully from applicable input cost or rate decreases. In addition, we may in the future experience losses if a counterparty fails to perform under a hedge arrangement. ### Our insurance may not provide adequate coverage. Our business and operations are subject to a number of risks and hazards, including, but not limited to, adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground control problems, cave-ins, changes in the regulatory environment, metallurgical and other processing problems, mechanical equipment failure, facility performance problems, theft, fires and natural phenomena such as inclement weather conditions, floods and earthquakes. These risks could result in damage to the Sinda Property, personal injury or death, environmental damage, delays in exploration, mining or processing, increased production costs, asset write downs, monetary losses and legal liability. Any losses from these events may cause us to incur significant costs that could have a material adverse effect on our financial performance, financial position and results of operations. Our property and liability insurance may not provide sufficient coverage for losses related to these or other hazards. Insurance against certain risks, including those related to environmental matters or other hazards resulting from exploration and production, is generally not available to us or to other companies within the mining industry. Our current insurance coverage may not continue to be available at economically feasible premiums, or at all. We may elect not to insure where premium costs are disproportionate to our perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities. We do not currently maintain any business interruption insurance, and any prolonged interruption to our operations could have a material adverse effect on our business, financial condition and results of operations. ### Access to existing infrastructure may be limited or curtailed, and suitable infrastructure may not be available on a continuous or reliable basis. Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, rail transportation, power sources, water supply and access to key consumables are important determinants for capital and operating costs. Our operations remain dependent on continued access to, and the ongoing availability, reliability and security of, the existing road and rail and other infrastructure near San Miguel de Allende, Guanajuato, Mexico. The loss of access to, unavailability on acceptable terms of, or disruption, damage, congestion, curtailment or delay in the availability or use of any one or more of these items could prevent or delay exploration, development or exploitation of the Sinda Property. If access to, or use of, adequate infrastructure is not available in a 34 --- timely manner, exploration or development of the Sinda Property may not be commenced or completed on a timely basis, or at all, the resulting operations may not achieve the anticipated production volume, and the construction costs and operating costs associated with the exploration and/or development of the Sinda Property may be higher than anticipated. In addition, extreme weather phenomena, accidents, transportation bottlenecks, security incidents, sabotage, vandalism, government action, labor disruptions, regulatory changes, road or rail blockades or closures, non-governmental organization and community or other interference in the maintenance, operation or provision of such infrastructure—including risks associated with operating in Mexico—could adversely affect our operations and profitability. ### If we are unable to retain key members of management or highly skilled outside consultants, our business might be harmed. Our exploration activities and any future development and construction or mining and processing activities depend to a significant extent on the continued service and performance of our senior management team. We depend on a relatively small senior management team, and we currently do not, and do not intend to, have key-person insurance for these individuals. Departures by members of our senior management team could have a negative impact on our business, as we may not be able to find suitable personnel to replace departing management on a timely basis, or at all. The loss of any member of our senior management team could impair our ability to execute our business plan and could, therefore, have a material adverse effect on our business, results of operations and financial condition. In addition, the international mining industry is very active and we are facing increased competition for personnel in all disciplines and areas of operation. We may not be able to attract and retain personnel to sufficiently staff our development and operating teams. ### We rely on third-party contractors. We have relied upon third-party contractors, including, among others, outside consultants, geologists, drilling and mine development contractors and engineers, and intend to rely on these parties for exploration and development activities. Substantial expenditures are required to construct mines, to establish Mineral Resource and Mineral Reserve estimates through drilling, to carry out environmental and social impact assessments, to establish closure requirement estimates, to develop metallurgical processes and to develop plant infrastructure at any particular site. As we continue with the exploration of the Sinda Property and any other properties we may acquire in the future, timely and cost-effective completion of work will depend largely on the performance of our contractors. If any of these contractors or consultants do not perform to accepted or expected standards, we may be required to hire different contractors to complete tasks, which may impact schedules and add costs to the Project and any other projects we may acquire in the future, and in some cases, lead to significant risks and losses. A major contractor default or the failure to properly manage contractor performance could have a material adverse effect on our business, financial condition and results of operations. The prices of silver and gold are subject to change and a substantial or extended decline in the prices of silver or gold could materially and adversely affect our revenues and the value of the Sinda Property. Our business and financial performance will be significantly affected by fluctuations in the prices of silver and gold. The prices of silver and gold are volatile, can fluctuate substantially and are affected by numerous factors that are beyond our control. For example, silver prices rose sharply in 2025 from $29.56 per ounce on January 2, 2025, to approximately $72.15 per ounce on December 31, 2025, representing an increase of approximately 144%, and have remained strong in 2026. The spot price of silver was $76.90 per ounce as of June 1, 2026, as per APMEX. However, the prices of silver and gold have historically fluctuated widely and may decline materially in the future. Prices are affected by numerous factors beyond our control, including: - international economic and political trends, including hostilities in Latin America, Ukraine and the Middle East; - uncertainty with respect to international trade regimes; - currency exchange rate fluctuations; - prevailing interest rates and returns on other asset classes; - expectations regarding inflation, monetary policy and currency values; 35 --- - other macro political and economic conditions; - speculation; - worldwide production and inventory levels; - governmental and exchange decisions regarding the disposal of precious metals stockpiles, including the decision by the CME Group, the owner and operator of the futures exchange, to raise silver’s initial margin requirements on futures contracts; - available supplies of silver and gold from mine production, inventories and recycled metal; - sales by holders and producers of silver and gold; - sales programs by central banks; - demand for products containing silver and gold; and - consumption patterns. Because we expect to derive the substantial majority of our revenues from sales of silver and gold, our results of operations and cash flows will fluctuate as the prices for these metals increase or decrease. Periods of rising metal prices may be followed by periods of rapid or sustained price declines, and fluctuations in commodity prices will influence the willingness of investors to fund mining and exploration companies. A sustained period of declining prices could materially and adversely affect our financial performance, financial position and results of operations. Furthermore, Mineral Resource and Exploration Target estimates and mine life plans using significantly lower metal prices could result in material write-downs of our investment in mineral properties and increased depreciation, depletion, amortization, reclamation and closure charges. In addition to adversely affecting our possible future Mineral Reserve estimates and our financial condition, declining metal prices may impact operations by requiring a reassessment of the feasibility of a particular project. Even if the Project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed. Furthermore, we may occasionally hold silver or gold in inventory due to market conditions, in anticipation of higher prices, which may expose us to pricing risk. ### Changes in the future demand for the silver and gold we produce could adversely affect our future sales volume and revenues. Our future revenues will depend, in substantial part, on the volume of silver and gold we sell and the prices at which we sell, which in turn will depend on the level of industrial and consumer demand. Demand for silver is driven by its general perception as a store of value as well as its uses in industrial processes and products, such as solar panels, superconductors, personal electronics, electric vehicles, sensors, photovoltaic cells and corrosive-resistant welding, and other emergent themes including artificial intelligence, nano silver and biocides. See “Business—Silver Industry Overview.” An increase in the production of silver worldwide or changes in technology, industrial processes or consumer habits, including increased demand for substitute materials, may decrease the demand for silver. Increased demand for substitute materials may be either technologically induced, when technological improvements render alternative products more attractive for first-use or end-use than silver or allow for reduced application of silver, or price induced, when a sustained increase in the price of silver leads to partial substitution for silver by a less expensive product or reduced application of silver. Demand for gold is primarily driven by the demand for jewelry, investment products, central bank reserves and industrial applications. Any substitution of these materials may decrease the demand for the silver and gold we produce. A fall in demand, resulting from economic slow-downs or recessions or other factors, could also decrease the price and volume of silver and gold we sell and therefore materially and adversely impact our results of operations and financial condition. ### We are a holding company, and as such, we depend on our subsidiaries to generate cash to fund our operations and expenses. We are a holding company and our only assets are our equity ownership interests in our subsidiaries. As a result, our investors are subject to the risks attributable to our subsidiaries. As a holding company, we conduct all of our business through our subsidiaries. Therefore, our ability to fund and conduct our business, service our debt, if any, and pay dividends, if any, in 36 --- the future will principally depend on the ability of our subsidiaries to generate sufficient cash flow to make upstream cash distributions to us. Our subsidiaries are separate legal entities, and although they are wholly owned and controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends or otherwise. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing any debt obligations. In the event of a bankruptcy, liquidation or reorganization of any of our material subsidiaries, holders of indebtedness and trade creditors may be entitled to payment of their claims from the assets of those subsidiaries before us. ### Our information technology systems may be vulnerable to disruption, which could place our systems at risk from data loss, operational failure or compromise of confidential information. We rely on various information technology systems. These systems remain vulnerable to disruption, damage or failure from a variety of sources, including, but not limited to, errors by employees or contractors, computer viruses, cyberattacks, including phishing, ransomware and similar malware, misappropriation of data by outside parties and various other threats. Techniques used to obtain unauthorized access to or sabotage our systems are under continuous and rapid evolution, and such attacks no longer primarily target entities from the financial or retail sectors. We may be unable to detect efforts to disrupt our data and systems in advance. Breaches and unauthorized access carry the potential to cause losses of assets or production, operational delays, equipment failure that could cause other risks to be realized, inaccurate recordkeeping, disclosure of confidential information, or damage to our reputation or our relationship with suppliers and/or counterparties, any of which could result in financial losses and regulatory or legal exposure, and could have a material adverse effect on our cash flows, financial condition or results of operations. Although to date we have not experienced any material losses relating to cyberattacks or other information security breaches, we may incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As such threats continue to evolve, we may be required to expend additional resources to modify or enhance any protective measures or to investigate and remediate any security vulnerabilities. ### We may be subject to claims and legal proceedings that could materially and adversely impact our financial position, financial performance and results of operations. We may be subject to claims or legal proceedings covering a wide range of matters that arise in the ordinary course of business activities. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. The results of litigation or any other proceedings cannot be predicted with certainty. These matters may result in litigation or unfavorable resolution which could materially and adversely impact our financial performance, financial position and results of operations. See “Business—Legal Proceedings.” The Mexican government may order salary increases to be paid to employees in the private sector or reductions in the number of hours that employees in the private sector can work, which could increase our operating costs and adversely affect our results of operations. In the past, the Mexican government has passed laws, regulations and decrees requiring companies in the private sector to increase minimum wages, reduce the number of hours that employees work and provide specified benefits to employees and may do so again in the future. Mexican employers, both in the public and private sectors, have experienced significant pressure from their employees and labor organizations to increase wages and to provide additional employee benefits. For example, the Mexican government increased the minimum salary by 20% in each of January 2022, January 2023 and January 2024, 12% in January 2025 and 13% in January 2026. Additional salary raises or reductions in permissible number of employee work hours could increase our operating costs. ### We are subject to the risk of labor disputes, which could adversely affect our business. Although we have not experienced any significant labor disputes in recent years and none of our employees are currently party to a collective bargaining agreement, we may experience labor disputes in the future, including protests, blockades and strikes, which could disrupt our business operations and have an adverse effect on our business and results of operation. Although we consider our relations with our employees to be good, we may not be able to maintain a satisfactory working relationship with our employees in the future. As our operations expand, some of our employees may become affiliated with one or more labor unions, and relations with each of these labor unions will need to be governed by one or more collective bargaining agreements and we may be required to negotiate separately and annually with each such union. If any significant conflicts arise during such negotiations our business, financial condition and results of operations could be adversely affected. 37 --- Additionally, any significant increase in labor costs, deterioration of employee relations, slowdowns or work stoppages, whether due to union activities, employee turnover or changes in the Federal Labor Law (Ley Federal del Trabajo) or the interpretation thereof, could have a material adverse effect on our business, financial condition, results of operations and prospects. We may incur debt in the future, which could adversely affect our financial health, limit our ability to obtain financing in the future and pursue certain business opportunities and reduce the value of your investment. Any indebtedness that we may incur in the future may contain certain covenants and restrictions such as requirements to use a substantial portion of funds from operations to make required payments of principal and interest and to retain certain levels of funds in reserve accounts, to maintain specified financial ratios or metrics or to pledge certain assets as collateral to secure our obligations under the debt agreements. Any such covenants and restrictions may reduce funds available for operations and capital expenditures, future business opportunities, future dividends to us and other purposes; make us more vulnerable to economic and industry downturns and reduce flexibility in responding to changing business and economic conditions; limit flexibility in planning for, or reacting to, changes in the business and the industry in which we operate; place us at a competitive disadvantage compared to our competitors that have less debt; or limit our ability to borrow more money for operations and sustaining capital or to finance acquisitions in the future. ### Our success depends on developing and maintaining relationships with local communities and stakeholders. Our ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding our operations and other stakeholders in our operating locations. We believe our operations can provide valuable benefits to surrounding communities in terms of direct employment, training and skills development and other benefits associated with ongoing payment of taxes. We are in the process of implementing a comprehensive community relations program designed to promote constructive engagement with local communities and stakeholders and to support long-term, mutually beneficial relationships. Notwithstanding our ongoing efforts, local communities and stakeholders can become dissatisfied with our activities or the level of benefits provided, which may result in legal or administrative proceedings, civil unrest, protests, direct action or campaigns against us. Any such occurrence could materially and adversely affect our business, financial condition or results of operations. ### Our directors may have conflicts of interest as a result of their relationships with other mining companies. Our directors may serve as directors, officers and stockholders of other companies that are similarly engaged in the business of developing and exploiting natural resource properties, and may devote a portion of their time to manage other business interests. Consequently, there is a possibility that our directors may be in a position of conflict in the future. To the extent that such other companies may participate in ventures in which we are also participating, or may compete with us for mineral properties, personnel, capital or other business opportunities, and to the extent that such companies may receive funds from Electrum, such directors may have a conflict of interest in negotiating and reaching an agreement with respect to the extent of each company’s participation. Services for other companies may divert directors’ attention from the Company, which could adversely affect our business and operating results. Some of our directors are also directors of The Electrum Group LLC and certain of its affiliates and/or portfolio companies, which could create, or appear to create, conflicts of interest with respect to matters involving both us and Electrum. For example, certain of our directors serve as directors of (i) Sunshine Silver Mining & Refining Company, an Electrum-controlled silver mining company, (ii) NOVAGOLD Resources Inc., a company in which Electrum has a significant minority interest, and (iii) First Majestic Silver Corp., a silver mining company with operations in Mexico that may compete directly with us. Additionally, our Amended and Restated Certificate of Incorporation and Stockholders’ Agreement provide that we renounce any interest or expectancy in the business opportunities of Electrum Global Holdings L.P. (“EGH”), Electrum Strategic Opportunities Fund II L.P. (“ESOF II,” and together with EGH and their respective affiliates, the “Electrum Parties”) and certain of our directors, and acknowledge that none of EGH and ESOF II, nor any of their respective officers, directors, agents, stockholders, members, partners, affiliates or subsidiaries, has any obligation to offer us those opportunities (unless offered in their capacity as a director or officer of the Company). Accordingly, affiliates of EGH and ESOF II who serve on our Board of Directors have no duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate and may pursue certain corporate opportunities that may be complementary to our business. These potential conflicts of interest could have a material adverse effect on our financial performance, financial position and results of operations. See 38 --- “Risks Related to Ownership of Our Common Stock—Our Amended and Restated Certificate of Incorporation and Stockholders’ Agreement contain a provision renouncing our interest and expectancy in certain corporate opportunities.” ### Our business could be adversely affected by the effects of public health crises worldwide. Global financial conditions and the global economy in general have at various times in the past and may in the future experience extreme volatility in response to economic shocks or other events, as most recently seen during the COVID-19 pandemic. Many industries, including the mining industry, are impacted by volatile market conditions in response to the widespread outbreak of epidemics, pandemics or other health crises. Such public health crises and the responses of governments and private actors can result in disruptions and volatility in economies, financial markets and global supply chains as well as declining trade and market sentiment and reduced mobility of people, all of which could impact commodity prices, interest rates, credit ratings, credit risk and inflation. Our business could be materially adversely affected by the effects of such public health crises. In addition, parties with whom we do business or on whom we are reliant, including suppliers and refineries, may also be adversely impacted by public health crises, which may in turn cause further disruption to our business, including delays or halts in availability or delivery of consumables and delays or halts in refining of Mineral Resources from our mines. The impact of public health crises and government responses thereto may also have an impact on financial markets and could constrain our ability to obtain equity or debt financing in the future, which may have a material and adverse effect on our business, financial condition and results of operations. Changes in macroeconomic conditions, including inflation, interest rate exposures and disruptions to global trade could have a material adverse effect on our business, financial position, results of operations and cash flows. Unfavorable or unstable macroeconomic conditions may have a material adverse impact on our business development and operations. Increased inflation may result in increased operating costs (including our labor costs), reduced liquidity and limitations on our ability to access credit or otherwise raise debt and equity capital. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks, which may have a material and adverse effect on our business, financial condition and results of operations. If tariffs or other restrictions are placed on foreign imports to the United States, or any related countermeasures are taken by impacted foreign countries, it could have a material adverse effect on our business, financial position, results of operations and cash flows. ### We are subject to taxation risk under the U.S. tax rules for investments in “controlled foreign corporations.” As a Delaware corporation, we may be subject to U.S. federal income tax on income earned in Mexico under the rules applicable to a U.S. stockholder of a “controlled foreign corporation” (“CFC”) as a result of our ownership interest in SNDA Exploración, through SNDA Holding, S. de R.L. de C.V. Under these rules, we will be required to recognize as income a pro rata share of SNDA Exploración’s “Subpart F income” and “net CFC tested income,” even if no distributions have been made to us. Subpart F income generally includes dividends, interest, rents and royalties, gains from the sale of securities and income from certain transactions with related parties and is subject to tax at the 21% statutory rate before applying foreign tax credits. Beginning January 1, 2026, net CFC tested income is, generally, all other income of a CFC. Under current law, we may deduct 40% of our pro rata share of SNDA Exploración’s net CFC tested income for an effective tax rate of 12.6% before applying foreign tax credits. ### Changes in tax law may increase our future tax liabilities. The United States, as well as foreign, state and local governments, may consider changes to their tax laws that may affect our future results of operations and financial condition. New tax laws, tax reforms, regulations or rules may be enacted and existing tax laws, regulations or rules may be changed, interpreted or applied in a manner which could result in our profits being subject to additional taxation, interest and penalties, or which could otherwise have a material adverse effect on us. 39 --- ### Risks Related to Government Regulations and International Operations The Mexican government, as well as local governments, extensively regulate mining operations, which impose significant actual and potential costs on us, and future regulation or regulatory enforcement could increase those costs, delay receipt of regulatory refunds or limit our ability to produce silver and other metals. The mining industry is subject to increasingly strict regulation by federal, state and local authorities in Mexico, including in relation to: - limitations on land use; - mine permitting and licensing requirements; - social obligations; - reclamation and restoration of properties after mining is completed; - management of materials generated by mining operations; - water use and discharge; and - storage, treatment and disposal of wastes and hazardous materials. The liabilities and requirements associated with the laws and regulations related to these and other matters, including with respect to air emissions, water discharges, reclamation of lands affected by exploration and mining operations and other environmental or social matters, may be costly and time-consuming and may restrict, delay or prevent commencement or continuation of exploration or production operations. We are subject to financial assurance requirements for reclamation costs and other liabilities for certain environmental matters, including, without limitation, in connection with water treatment and tailings management. We cannot assure you that we have been or will be at all times in compliance with all applicable laws and regulations. Failure to comply with applicable laws and regulations may result in the assessment of administrative, civil and criminal penalties, such as the imposition of cleanup and site restoration costs and liens, the issuance of injunctions to limit or cease operations, the suspension or revocation of permits or authorizations and other enforcement measures that could have the effect of limiting or preventing production from our operations. We may incur material costs and liabilities resulting from claims for damages to property or injury to persons arising from our operations. We may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations, licensing requirements or permitting requirements. If we are pursued for sanctions, costs and liabilities in respect of these matters, our mining operations and, as a result, our financial performance, financial position and results of operations could be materially and adversely affected. See “Business—Environmental, Social, Health and Safety Matters.” Any new legislation or administrative regulations, changes in regulatory interpretation or new judicial interpretations or administrative enforcement of existing laws and regulations that would further regulate and tax the mining industry may also require us to change operations significantly or incur increased costs. Such changes could have a material adverse effect on our financial position and results of operations. The Sinda Property is subject to regulation by the Political Constitution of the United Mexican States and extensive legislation in Mexico, including the Mining Law (Ley de Minería), the General Waters Law (Ley General de Aguas), the National Waters Law (Ley de Aguas Nacionales) and its regulations, the Federal Labor Law (Ley Federal del Trabajo), the Federal Law of Firearms and Explosives (Ley Federal de Armas de Fuego y Explosivos), the General Law on Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente) and its regulations, the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos) and its regulations, the Federal Environmental Liability Law (Ley Federal de Responsabilidad Ambiental) and the applicable Official Mexican Standards (Normas Oficiales Mexicanas). Our operations at the Sinda Property also require us to obtain local authorizations and, under the Agrarian Law (Ley Agraria), to comply with the uses and customs of communities located within the Sinda Property. Mining, environmental and labor authorities may inspect our operations on a regular basis and issue citations and orders when they believe a violation has occurred under the relevant statute. If inspections in Mexico result in an alleged violation, we may be subject to fines, penalties or sanctions, our mining operations could be subject to temporary or extended closures, and we may be required to incur capital expenditures to re-commence our operations. Any of these actions could have a material adverse effect on our financial performance, financial position and results of operations. 40 --- In May 2023, the Mexican government enacted a decree amending several provisions of the Mining Law, the National Waters Law, the General Law on Ecological Equilibrium and Environmental Protection and the General Law for the Prevention and Integral Management of Waste (collectively, the “Mining Law Reforms”). The Mining Law Reforms amend the aforementioned mining and water laws, including: (i) the duration of mining concession titles, (ii) the process for obtaining new mining concessions (through a public tender), (iii) conditions on water use and availability of mining concessions, (iv) the elimination of the “free land and first applicant” scheme, (v) new social and environmental requirements for obtaining and keeping mining concessions, (vi) the authorization by the Ministry of Economy of any mining concession’s transfer, (vii) new penalties and cancellation of mining concessions grounds due to non-compliance with applicable laws, (viii) the automatic dismissal of any application for new concessions, (ix) the prohibition of the transfer of concessions for the exploitation of water from other uses to industrial use in mining and (x) the addition of financial instruments or collateral to guarantee preventive, mitigation and compensation plans resulting from social impact assessments, among other amendments. The main aspects of our business that will be affected by the Mining Law Reforms are (i) the reduction in the terms for mining concessions from 50 years to 30 years, extendable for up to 25 additional years; (ii) conditions on water use and availability, including the obligation to recycle 60% of concessioned water; (iii) the provision of guarantees for site closure and remediation; (iv) conditioning the granting of concessions on water availability; (v) new causes for termination, including imminent risk of ecological disequilibrium, irreversible damage to natural resources and pollution cases with dangerous repercussions to ecosystems and public health; and (vi) requirements for consultation with impacted local communities and a new 5% contribution of net earnings to impacted local communities for new projects, as well as significant changes to exploration rules, including the Mexican government’s exclusivity to conduct mineral exploration activities. These amendments could have an impact on our current and future exploration activities and operations in Mexico. On June 25, 2025, the Supreme Court of Justice in Mexico issued a ruling confirming the constitutionality of the Mining Law Reforms and the applicability of the Mining Law Reforms to mining concessions existing prior to the Mining Law Reforms, which provides greater legal certainty regarding the validity of these amendments; however, the manner in which such amendments will be implemented, interpreted and enforced in practice, and their ultimate impact on our operations, costs and timelines, remain uncertain. In addition, on September 15, 2024, the Mexican Congress and a majority of state legislatures approved amendments to the Mexican Constitution to implement certain structural changes to the Mexican judiciary (the “Judiciary Reform”). The Judiciary Reform introduces significant changes to the Mexican judiciary, including (i) shifting from an appointment-based system to one in which judges are elected by popular vote and (ii) replacing the Federal Judicial Council with two new entities responsible for judicial administration and discipline. These changes may affect the independence, consistency and predictability of judicial decisions in Mexico. Although constitutional challenges to the Judiciary Reform are pending before the Supreme Court of Justice in Mexico, the potential effects of these reforms on the Mexican court system, regulatory enforcement and our ability to effectively assert or defend our legal rights cannot be predicted at this time. Our mining, exploration and development operations could be adversely affected by amendments to such laws and regulations, future laws and regulations, changes in regulatory enforcement, changes in applicable government policies affecting investment, mining and repatriation of financial assets, changes in the independence and reliability of Mexican courts, shifts in political attitudes, changes in trade policy and the imposition of tariffs, non-tariff trade barriers or exchange controls. The effect, if any, of these factors cannot be accurately predicted. The costs of discovering, evaluating, planning, designing, developing, constructing, operating and closing our mining, exploration and development activities and operations in compliance with such laws and regulations are significant. It is possible that the costs and delays associated with compliance with such laws and regulations, including the Mining Law Reforms and related implementing regulations, and any new taxes or fees, could become such that we would not proceed with mining, exploration and development at the Sinda Property. Moreover, it is possible that future regulatory developments, such as increasingly strict environmental protection laws, regulations and enforcement policies thereunder, could result in substantial costs and liabilities for us, such that we would halt or not proceed with mining, exploration and development at the Sinda Property. 41 --- ### Activities carried out in the Presa Neutla Natural Protected Area are subject to heightened and evolving environmental restrictions. Certain portions of our exploration footprint are adjacent to the Presa Neutla Natural Protected Area, a state protected area (rather than a federal protected area), which was divided into four zones (protection, sustainable use, public use and restoration) by the Presa Neutla management program, each with distinct objectives and restrictions. Although none of our current exploration activities are carried out in the Presa Neutla Natural Protected Area, future activities conducted in or near this area will be subject to heightened and more restrictive environmental requirements. For activities conducted in this area, these requirements may materially delay, limit or prevent our ability to progress from exploration to development and production, increase our costs and otherwise adversely affect the timing, scope or overall economics of such activities. We are currently authorized to conduct only mineral exploration activities within the Presa Neutla Natural Protected Area. We may not be able to obtain the additional permits required to advance to development or production on terms that are commercially viable or at all. Any expansion, modification or advancement of activities beyond the scope of the current authorization would require a new environmental impact authorization and, where applicable, the forestry land use change authorization. Any such approvals may be denied outright or issued subject to conditions that materially restrict or delay our plans. The area located within the Presa Neutla Natural Protected Area represents approximately 17% of our total concession package. We are evaluating the administrative subdivision of our concessions and the four zones in the Presa Neutla Natural Protected Area to isolate the overlapping areas so that any future regulatory considerations apply solely to those overlapping portions and not to the remainder of our concession package. However, we cannot guarantee that we will be able to successfully isolate the overlapping areas between our concessions and the four zones in the Presa Neutla Natural Protected Area. If we are unable to isolate such overlapping areas, we may be subject to heightened and more restrictive environmental requirements that could apply to our entire concession package. This could result in material limitations on our ability to explore and develop the Sinda Property, increased costs or significant delays, and could have a material adverse effect on our business, results of operations or financial condition. ### Amendments to the Federal Rights Law (Ley Federal de Derechos) could significantly increase financial burdens on us. On December 19, 2024, a decree amending the Federal Rights Law (Ley Federal de Derechos) was published in the Federal Official Gazette. As a result of this amendment, (1) the applicable rate for concession and assignment holders and related rights acquirers increased from 7.5% to 8.5% of mining profits as determined by Article 268 of the Federal Rights Law; (2) the rate applicable to the sale of gold, silver and platinum increased from 0.5% to 1% of the sales amount as determined by Article 270 of the Federal Rights Law; (3) the fee structure shifted from being based on the number of hectares to instead covering title issuance for mining concessions or assignments; and (4) the allocations of collected funds for the mining sector were reduced from 5% to 4% as determined by Article 275 of the Federal Rights Law. These amendments are currently in effect and could significantly increase financial burdens on mining companies in Mexico like us. These and other amendments could alter the legal and regulatory framework applicable to mining activities in Mexico and create uncertainty in our operations and our ability to meet our financial obligations. In addition, further amendments to the Federal Rights Law, changes in its interpretation or application by tax or mining authorities, or more stringent enforcement practices could increase our tax and fee obligations or otherwise adversely affect our operations. Furthermore, we cannot guarantee that these amendments, or any future changes to the Federal Rights Law, will not negatively affect our business, financial position, operating results, cash flows and/or prospects. ### We could face heightened compliance, operational and capital expenditure risks arising from the General Law on Circular Economy. On January 19, 2026, Mexico published the General Law on Circular Economy (Ley General de Economía Circular) in the Federal Official Gazette of Mexico (Diario Oficial de la Federación), with an effective date of January 20, 2026. Holders and operators of mining projects face heightened compliance, operational and capital expenditure risks under this new framework. The law embeds circularity criteria across value chains, contemplates the establishment of sector-by-sector “Extended Producer Responsibility” schemes through future implementation agreements and requires the registration and oversight of circular management plans for producers and importers, with verification and sanctions enforced under the General Law of Ecological Balance and Environmental Protection. Although mining activity is not typically considered a “producer” in the traditional sense of consumer goods, mining 42 --- units are significant and complex generators of waste including tailings, waste rock, hazardous waste associated with chemical inputs and containers that must align with principles of circularity, source separation, traceability and maximized material recovery and valorization under the reformed General Law for the Prevention and Integral Management of Wastes. Non-compliance may expose both the operator and on-site contractors to administrative sanctions. Additionally, uncertainty regarding the scope of the General Law on Circular Economy and the timing of regulatory obligations thereunder amplifies these risks. Several obligations, including Extended Producer Responsibility targets, methodologies, indicators, requirements for the registration regime for circular management plans, as well as the “national distinctive” label and voluntary audits, depend on secondary regulation and implementation agreements, which have not yet been issued. Our ability to meet these heightened requirements may require additional investments in segregation and storage infrastructure, traceability and reporting systems, adjustments to tailings and process-water management facilities and reverse logistics programs, with potential adverse impact on operating costs, project schedules and financial results. Changes in Mexican water laws and regulations, including the General Waters Law (Ley General de Aguas) and recent reforms to the National Waters Law (Ley de Aguas Nacionales), could adversely affect water access for future mining and processing operations. The development and potential future mining and processing operations at the Sinda Property will require reliable access to substantial amounts of water. Water use in Mexico has been regulated primarily under the National Waters Law (Ley de Aguas Nacionales). On December 11, 2025, a decree (the “2025 Decree”) was published in Official Federal Gazette of Mexico that enacts the General Waters Law (Ley General de Aguas) and reforms, amends and repeals multiple provisions of the National Waters Law (Ley de Aguas Nacionales). This new regime places heightened emphasis on access to water as a human right and may result in additional restrictions, obligations and enforcement actions affecting non-residential users, including commercial and industrial (mining) users. For example, the reforms and implementing actions by the water authority (including National Water Commission (Comisión Nacional del Agua or CONAGUA) and other competent authorities) could (i) prioritize personal, residential and urban public uses over other uses, including in drought conditions or where infrastructure constraints exist; (ii) impose new conditions on the granting, renewal, extension (prórroga), modification or reassignment of water rights, including through basin planning measures; and (iii) increase the frequency or severity of temporary limitations, regulatory closures (veda), regulated zones or reserves, or other public-interest measures that restrict extraction or use in specific regions. In addition, the 2025 Decree contemplates a material change in the transferability and mobility of water rights. The reformed framework states that rights covered by water concessions and assignments are not transferable and provides for reassignment mechanisms (including through new processes and issuance of new titles preserving volume, use and remaining term). It also includes transitional provisions under which, while secondary regulations are developed, prior rules generally continue to apply except as to transmissions and changes of use. It also provides timelines for the implementation of reassignment-related mechanisms. These changes could limit our ability to acquire, consolidate or reconfigure water rights in connection with any future mining and processing operations at the Sinda Property. If any of the foregoing measures (or related implementing regulations, criteria, administrative guidelines, inspections or enforcement actions) limit or delay water access at mining and processing operations or require new infrastructure or treatment solutions, we could incur increased compliance, remediation, treatment and sanitation costs, or be required to fund additional capital expenditures (including storage, efficiency retrofits, reuse systems or alternative sourcing). These developments could increase our operating and capital costs, delay or restrict our development activities or adversely affect the timing, scope or economics of any future mining and processing operations at the Sinda Property. Our proposed water strategy or other water management measures may not offset the impact of changes in water laws, regulations or governmental policy, and we may not be able to obtain, maintain or renew all water rights, permits or authorizations that may be required for our future operations on acceptable terms, or at all. Any inability to secure sufficient water access, or any material increase in the cost of water supply or compliance with applicable water regulations, could have a material adverse effect on our business, financial condition, results of operations and prospects. 43 --- ### We have not received confirmation from SEMARNAT of the name change of our Mexican subsidiary from “Minera Adularia Exploración, S. de R. L. de C.V.” to “SNDA Exploración, S. de R.L. de C.V.” On August 1, 2023, at a general shareholders’ meeting, we approved and effected the change of our Mexican subsidiary’s name from “Minera Adularia Exploración, S. de R. L. de C.V.” to “SNDA Exploración, S. de R.L. de C.V.” (the “Name Change”). Although the Name Change is legally effective, and we have received official communications addressed to SNDA Exploración that lead us to believe that the SEMARNAT records have been updated to reflect the Name Change, we have not yet received a response from SEMARNAT directly addressing our request to update its records to reflect the Name Change. There is no guarantee we will obtain confirmation that the SEMARNAT records have been updated to reflect the Name Change in the near term. Failure to receive confirmation from SEMARNAT of the Name Change could expose us to various legal, operational and regulatory risks, including regulatory non-compliance with the terms of our permits, legal uncertainty regarding the validity and enforceability of our permits, potential delays, confusions or temporary shutdowns of our operations subject to the permits, challenges in future permit modifications or renewals and potential fines and penalties. Any of such risks, if materialized, could adversely affect our business, results of operations or financial condition. ### We may not be able to reach or maintain agreements for the use of lands with local communities and may be subject to the risks of civil disobedience. In Mexico, an Ejido is a form of communal ownership of land recognized by Mexican federal laws with respect to groups of farmers known as Ejidos. While mineral rights are administered by the federal government through federally issued mining concessions, in many cases, an Ejido may control surface rights over communal property. We have entered into short-term and long-term surface access and lease agreements with the relevant Ejidos and other titleholders that allow us to conduct our current surface exploration activities on the Sinda Property. However, these agreements generally do not cover all of the surface rights that would be required for the construction and operation of a future mine, and certain agreements may be subject to renegotiation or renewal from time to time. Changes to, or termination or non-renewal of, existing agreements may have a significant impact on our exploration activities and any future development plans. Furthermore, we may need to enter into new or amended agreements with Ejidos or other titleholders for any portion of the Sinda Property that we may seek to develop or operate in the future. If we are not able to reach or maintain agreements for the use of lands with Ejidos or other titleholders, we may be required to modify our exploration activities or plans for the development of the Sinda Property. In the event that we conduct activities in areas where no valid agreements exist with holders of surface rights, including Ejidos, we may face legal action. If we lose or fail to reach a favorable settlement in such actions, we could face higher costs, delays, restrictions on access to the Sinda Property or mandated payments for use of the land, any of which could materially adversely affect our operations. Additionally, acts of civil disobedience are common in Mexico. In recent years, many mining companies have been targets of actions to restrict their legally entitled access to mining concessions or surface lands. Such acts of civil disobedience often occur with little or no warning and can result in significant direct and indirect costs. Our operations have not in the past but may in the future be subject to protests, roadblocks or other public actions against our activities regardless of our comprehensive community relations program. Any disruption to workforce availability or site access could negatively impact our exploration activities and any future development or operation of mines at the Sinda Property and could have a material adverse effect on our business, financial position and results of operations. ### Because substantially all of our operations are located in Mexico, our business is subject to additional political, economic and other uncertainties not generally associated with U.S. operations. Substantially all of our operations, including the Sinda Property, are located in Mexico. As a result, our business, financial condition and results of operations are highly dependent on economic, political, regulatory, security and social conditions in Mexico, and are subject to significant risks inherent in exploration and resource extraction by foreign companies operating in Mexico. Exploration, development, production and closure activities in Mexico are potentially subject to heightened political, economic, regulatory, security and social risks that are beyond our control. These risks include: - the possible unilateral cancellation or forced renegotiation of contracts and licenses; - unfavorable changes in laws and regulations (including import and export regulations and environmental, social and permitting regulations); 44 --- - royalty and tax increases; - claims by governmental entities or local communities (including the imposition of import and export tariffs or duties); - expropriation or nationalization of property; - political instability; - fluctuations in currency exchange rates; - trade disputes; - high rates of inflation; - social and labor unrest, organized crime, hostage taking, terrorism and violent crime; - uncertainty regarding the enforceability of contractual rights and judgments; and - other risks arising out of foreign governmental sovereignty over areas in which the Sinda Property is located. Local economic conditions can also increase costs and adversely affect the security of our operations and the availability of skilled workers and supplies. Higher incidences of criminal activity and violence in the area of the Sinda Property could adversely affect our ability to operate in an optimal fashion or at all and may impose greater risks of theft and higher costs, which would adversely affect our results of operations and cash flows. We currently have no insurance against these risks. The right to export silver-bearing concentrate and other metals may depend on obtaining certain licenses, which could be delayed or denied at the discretion of the relevant regulatory authorities, or meeting certain quotas. Furthermore, the United States has recently instituted or proposed other changes in trade policies that include the negotiation or termination of trade agreements, including free trade agreements, economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the United States and other countries. It may be time-consuming and expensive for us to alter our operations in order to adapt to or comply with any such changes. Any of these conditions could lead to lower productivity and higher costs, which would adversely affect our financial performance, financial position and results of operations. Because we do not have material operations outside of Mexico, adverse developments affecting Mexico may have a disproportionately greater impact on us than on companies with more geographically diversified operations. Generally, our operations may be affected to varying degrees by changing government regulations in the United States and/or Mexico with respect to, among other things, restrictions on production, price controls, export controls, currency remittance, importation of products and supplies, income and other taxes, royalties, the repatriation of profits, expropriation of mineral property, foreign investment, maintenance of concessions, licenses, approvals and permits, environmental and social matters, land use, land claims of local communities and workplace safety. Such developments could require us to curtail or terminate operations at the Sinda Property, incur significant costs to meet newly imposed environmental or other standards, pay greater royalties or higher prices for labor or services and recognize higher taxes, which could materially and adversely affect our results of operations, cash flows and financial condition. Furthermore, failure to comply strictly with applicable laws, regulations and local practices could result in loss, reduction or expropriation of licenses, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. We continue to monitor developments and policies in Mexico and assess the impact thereof on our operations; however, such developments cannot be accurately predicted and could have an adverse effect on our business, financial condition and results of operations. Adverse effects on the economy of the United States or trade between the United States and Mexico could have a negative impact on our business, financial position, operating results, cash flows and prospects. Economic conditions in Mexico are highly correlated with economic conditions in the United States due to the high degree of economic activity between the two countries, as well as their geographical proximity. Adverse economic conditions in the United States or any related events could have a significant negative effect on the Mexican economy, 45 --- which could negatively impact our business. Similarly, political events in the United States, including changes in administration and government policies, could also affect the exchange rate between the U.S. dollar and the Mexican peso and the economic conditions in Mexico and the global stock market. The United States-Mexico-Canada Agreement (the “USMCA”), which replaced the North American Free Trade Agreement, contains provisions requiring periodic review and potential modification, including a scheduled joint review process expected to occur in 2026. If the President of the United States or other governmental authorities take action to withdraw from, materially modify or fail to renew the USMCA or other international trade agreements involving Mexico, then our business, financial condition and results of operations could be adversely affected. In recent years, the United States has imposed tariffs and other trade measures affecting imports from Mexico and other trading partners, and such measures have at times been modified, suspended or subject to exemptions, including for goods qualifying for preferential treatment under the USMCA. The scope, duration and application of existing trade measures, as well as the potential for additional tariffs, quotas, trade restrictions or retaliatory actions by Mexico or other countries, remain uncertain and could adversely affect our operations. The future evolution of trade relations between the United States and Mexico is beyond our control and could significantly affect our business and results. Future U.S. laws and policies governing foreign trade and foreign trade relations could have a negative impact on the Mexican economy by reducing the level of commercial activity between Mexico and the United States or effecting a slowdown in direct U.S. foreign investment in Mexico. Furthermore, the increase or perception of greater economic protectionism in the United States and other countries could potentially lead to lower levels of trade, investment and economic growth, which could have a similar negative impact on the Mexican economy. These economic and political consequences could adversely affect our business, financial position, operating results, cash flows and/or prospects. ### We may experience incidents of violence and other criminal activities in Mexico, which could have a material adverse effect on our business. Certain areas of Mexico have experienced outbreaks of localized violence, threats, thefts, kidnappings and extortion associated with drug cartels and other criminal organizations in various regions. Because substantially all of our operations are located in Mexico, any increase in the level of violence in the country, or a concentration of violence and/or criminal extortion in areas near the Sinda Property, which is located in a rural area near San Miguel de Allende, Guanajuato, could have an adverse effect on our business, financial results and financial condition. Increased levels of violence and criminal activity have had, and may continue to have, an adverse impact on economic activity throughout Mexico. Moreover, social instability in Mexico or adverse social or political developments in the country could adversely affect our ability to conduct our business, protect our personnel and assets and obtain financing. Violent crime and organized criminal activity may materially increase our security, insurance and operating costs. Because we do not have material operations outside of Mexico, adverse security developments affecting Mexico could have a disproportionately greater impact on us than on companies with more geographically diversified operations. Levels of violent crime in Mexico, over which we have no control, may increase and adversely impact Mexico’s economy and our business. ### We are required to obtain, maintain and renew environmental, construction and mining permits, which is often a costly and time-consuming process and may ultimately not be possible. Mining companies in Mexico, including ours, need many environmental, construction and mining permits, each of which can be time-consuming and costly to obtain, maintain and renew, and may impose financial assurance requirements. In connection with our current and future operations, we must obtain and maintain certain permits that impose strict conditions, requirements and obligations, including those relating to various environmental, social and health and safety matters. Our operations are subject to various local legal and regulatory obligations and requirements, including requirements for obtaining permits and licenses. Local regulations, including municipal or local bylaws, zoning restrictions and covenants, may restrict the use of the Sinda Property and may require that approvals be obtained from local authorities or private community organizations. Our operations require environmental and other governmental permits which can be difficult, expensive and time-consuming to obtain and maintain compliance with, and for which review timelines and conditions have become increasingly uncertain. 46 --- We believe we have obtained all material permits required for our current surface and underground exploration and infill drilling activities at the Sinda Property. We will need to maintain all required permits in force, timely file renewal applications and comply with all the obligations established therein. In addition, we have not yet obtained the environmental and construction permits that would be required to construct and operate a mine and commence production on the Sinda Property. To obtain, maintain in force and renew certain permits, we have been and may in the future be required to conduct environmental and social studies, and make associated presentations to Mexican governmental authorities, pertaining to the potential impact of our current and future operations upon the environment and to take steps to avoid or mitigate those impacts. Permit terms and conditions can impose restrictions on how we conduct our operations and limit our flexibility in developing the Sinda Property. Many of our permits are subject to renewal from time to time, and applications for renewal may be denied or the renewed permits may contain more restrictive conditions than our existing permits, including those governing impacts on the environment. We will be required to obtain new permits to construct and operate any future mine, and the grant of such permits may be subject to an expansive governmental review of our operations. We may not be successful in obtaining such permits, which could prevent us from commencing construction or production or otherwise adversely affect our business. Renewal of existing permits or obtaining new permits may be more difficult if we are not able to comply with terms and conditions of our current permits. Applications for permits, permit area expansions and permit renewals can also be subject to challenge by interested parties in Mexico, which can delay or prevent the issuance of needed permits. The permitting process can vary by jurisdiction in terms of its complexity and likely outcomes. The applicable laws and regulations, and the related judicial interpretations and enforcement policies in Mexico, change frequently, which can make it difficult for us to obtain and renew permits and to comply with applicable requirements. Accordingly, permits required for our operations may not be issued, maintained in force or renewed on a timely basis or at all, may be issued or renewed upon conditions that restrict our ability to conduct our operations economically, or may be subsequently revoked. Any such failure to obtain, maintain or renew permits, or other permitting delays or conditions, including in connection with any environmental and social impact analyses, could have a material adverse effect on our business, results of operations and financial condition. In regard to the construction of any mine and the commencement of production from the various vein systems on the Sinda Property, Mexico has adopted laws and guidelines for environmental permitting that are similar to those in effect in the United States and South American countries. We are currently operating under permits regulating exploration activities, including surface disturbance, water use and related activities at the Sinda Property. We will be required to apply for additional environmental and construction authorizations prior to any mine construction or production on the Sinda Property, and there can be no certainty as to whether, or the terms under which, such authorizations will be granted or renewed. Any failure to obtain authorizations and permits, or other authorization or permitting delays or conditions, could have a material adverse effect on our business, results of operations and financial condition. ### We are subject to environmental, social and health and safety laws, regulations and permits that may subject us to material costs, liabilities and obligations. Our Mexican operations are subject to federal, state and local environmental authorities, laws, regulations, Mexican official standards and other technical standards. The distribution of jurisdiction over environmental matters among governmental authorities at the federal, state and municipal levels establishes that those matters which are not expressly reserved to the Mexican federal government fall under the concurrent jurisdiction of the local governments. Pursuant to these environmental laws, the Mexican government has implemented a program to protect the environment by enacting regulations concerning subjects such as planning, ecology, risk and environmental impact assessment, air pollution, natural areas, protected areas, protection of flora and fauna, conservation and rational use of natural resources, pollution (water, soil, air), remediation of soil, reclamation and closure of properties, including tailings and waste storage facilities, groundwater quality and availability, and the handling, storage, transport and disposal of wastes and hazardous materials. Mexican federal authorities, such as SEMARNAT, the Federal Attorney for Environmental Protection (Procuraduría Federal de Protección al Ambiente or PROFEPA), CONAGUA and Mexican state and municipal governments have the authority to initiate civil, administrative and criminal lawsuits against entities that violate applicable environmental laws and may suspend the activities of anyone that fails to comply with such laws. 47 --- We anticipate that regulation of our business operations under federal, state and local environmental laws and regulations will increase and become more restrictive over time. We cannot predict the effect, if any, that the adoption of additional or more restrictive environmental laws and regulations may have on our results of operations, cash flows, capital expenditure requirements or financial condition. Pursuant to such requirements, we may be subject to inspections or reviews by PROFEPA or other governmental authorities, and are subject to financial assurance requirements for reclamation costs and other liabilities. Failure to comply with these environmental requirements may expose us to litigation, fines or other sanctions, including the revocation of permits and suspension of operations. We expect to continue to incur significant capital and other compliance costs related to such requirements. If our noncompliance with such regulations were to result in a release of hazardous materials into the environment, such as soil or groundwater, we could be required to take remediation action, which could be costly. Moreover, noncompliance could subject us to private claims for property damage or personal injury based on exposure to hazardous materials or unsafe working conditions. As described below, even if we are compliant with all such regulations, we could still be subject to liability or private claims for any release of hazardous substances at, under or from the Sinda Property, without regard to fault or the legality of our conduct. In addition, changes in applicable requirements or stricter interpretation of existing requirements may result in costly compliance requirements or otherwise subject us to future liabilities. The occurrence of any of the foregoing, as well as any new environmental, social and health and safety laws and regulations applicable to our business or stricter interpretation or enforcement of existing laws and regulations, could have a material adverse effect on our business, financial condition and results of operations. We could be liable for any environmental contamination at, under or released from the Sinda Property or our predecessors’ currently or formerly owned or operated properties or third-party waste disposal sites. Certain environmental laws impose joint and several strict liability for releases or inadequate handling of hazardous substances at such properties or sites, without regard to fault or the legality of the original conduct. A generator of waste can be held responsible for contamination resulting from the treatment or disposal of such waste at any off-site location (such as a landfill), regardless of whether the generator arranged for the treatment or disposal of the waste in compliance with applicable laws. Costs associated with liability for removal or remediation of contamination or damage to natural resources could be substantial and liability under these laws may attach without regard to whether the responsible party knew of, or was responsible for, the presence of the contaminants. Accordingly, we may be held responsible for more than our share of the contamination or other damages, up to and including the entire amount of such damages. In addition to potentially significant investigation and remediation costs, such matters can give rise to claims from governmental authorities and other third parties, including for orders, inspections, fines or penalties, natural resource damages, personal injury, property damage, toxic torts and other damages. Our costs, liabilities and obligations relating to environmental, social and health and safety matters could have a material adverse effect on our financial performance, financial position and results of operations. ### We may be responsible for violations of anti-corruption and anti-bribery laws. Our operations are governed by, and involve interactions with, various levels of government in Mexico. As a result, we are required to comply with anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar laws in Mexico. These laws generally prohibit companies and company employees from engaging in bribery or other prohibited payments to government officials for the purpose of obtaining or retaining business. The FCPA also requires companies to maintain accurate books and records and internal controls. In recent years, the frequency of enforcement and the severity of penalties under such laws have fluctuated across U.S. administrations, and enforcement priorities and policies may continue to change. In June 2025, the U.S. Department of Justice (“DOJ”) issued updated guidance regarding FCPA enforcement priorities and investigative considerations, which emphasizes the exercise of prosecutorial discretion in light of U.S. national security, economic and strategic interests, as well as the circumstances of particular industries and transactions. It is unclear how this guidance may affect our industry as a whole or our business in particular, and it does not limit the applicability of the FCPA or preclude investigations or enforcement actions. A company may be found liable for violations not only by its employees, but also by its contractors and third-party agents. Our internal procedures and programs may not always be effective in ensuring that we, our employees, contractors, or third-party agents will comply strictly with all such applicable laws, particularly in rural areas of Mexico 48 --- where corruption and organized criminal activity exist. If we become subject to an enforcement action or are found to be in violation of such laws, this may have a material adverse effect on our reputation and may result in significant penalties or sanctions, which may have a material adverse effect on our cash flows, financial condition or results of operations. ### Risks Related to Ownership of Our Common Stock ### The market price of our common stock may be volatile, which could result in substantial losses for you. The market price for our common stock may fluctuate significantly and may be affected by market conditions, our operating results, developments in our business, sales of shares by the Selling Stockholder or other stockholders, the availability of research reports about us and other factors. Some of the factors that may cause the market price of our common stock to fluctuate include: - a material decrease or adverse change to our Mineral Resources at the Sinda Property; - failure to upgrade and/or reclassify Inferred Mineral Resources at the Sinda Property to either Measured Mineral Resources, Indicated Mineral Resources or Mineral Reserves; - failure to identify additional Mineral Resources at the Sinda Property; - failure to identify Mineral Reserves at the Sinda Property; - failure to achieve production at the Sinda Property; - any capital expenditure increase associated with any future construction of a mine on the Sinda Property compared with any such forecasted capital expenditure; - actual or anticipated changes in the price of silver and base metal by-products; - fluctuations in our quarterly and annual financial results or the quarterly and annual financial results of companies perceived to be similar to us; - changes in market valuations of similar companies; - success or failure of competitor mining companies; - changes in our capital structure, such as future issuances of securities or the incurrence of debt; - sales of large blocks of our common stock, including any sale by Fresnillo; - announcements by us or our competitors of significant developments, contracts, acquisitions or strategic alliances; - public filings by us with securities regulatory authorities; - changes in regulatory requirements and the political climate in the United States, Mexico or both; - litigation involving our Company, our general industry or both; - additions or departures of key personnel; - investors’ general perception of us, including any perception of misuse of sensitive information; - changes in general economic, industry and market conditions; - accidents at mining properties, whether owned by us or otherwise; - natural disasters, security incidents, terrorist attacks and acts of war; and - our ability to control our costs. The market price of mining companies has experienced substantial volatility in the past, often based on factors unrelated to the financial performance, underlying asset values or prospects of the companies involved. If the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that 49 --- stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be both costly to defend against and a distraction to management. ### Our anti-takeover defense provisions may cause our common stock to trade at market prices lower than it might absent such provisions. Our Board of Directors has the authority to issue blank check preferred stock. Additionally, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws contain several provisions that will apply after Electrum, or any person which is an express assignee or designee of Electrum, ceases to own in the aggregate more than 50% of our outstanding common stock. These provisions may make it more difficult or expensive for a third party to acquire control of us without the approval of our Board of Directors. These include provisions setting forth advance notice procedures for stockholders’ nominations of directors and proposals of topics for consideration at meetings of stockholders, provisions restricting stockholders from calling a special meeting of stockholders or requiring one to be called, provisions limiting the ability of stockholders to act by written consent and provisions requiring a 66.67% stockholder vote to amend our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Our Amended and Restated Certificate of Incorporation also provides that Section 203 of the Delaware General Corporation Law (“DGCL”), which relates to business combinations with interested stockholders, does not apply to us until such time as Electrum ceases to own more than 50% of our outstanding common stock, after which time we will be governed by those provisions. These provisions may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our stockholders receiving a premium over the market price for their common stock. In addition, these provisions may cause our common stock to trade at a market price lower than it might absent such provisions. ### Future sales of our common stock after the Lock-up Period has expired, or the perception that such sales may occur, could depress our common stock price. We have 158,790,885 shares of common stock outstanding. The 19,665,328 shares of common stock sold in our initial public offering may generally be resold in the public market. We expect that the remaining 139,125,557 shares of common stock, including the 7,939,544 shares of common stock acquired by Fresnillo in the Concurrent Placement, will become available for resale in the public market following the expiration of the Lock-up Period. All of our directors and executive officers, and the holders of substantially all of our outstanding common stock, including Fresnillo, have agreed that, subject to certain exceptions, they will not, during the Lock-up Period, without the prior written consent of Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and BMO Capital Markets Corp. on behalf of the underwriters, offer, sell, contract to sell, pledge, or otherwise dispose of, directly or indirectly, or hedge our common stock or securities convertible into or exchangeable or exercisable for our common stock. Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and BMO Capital Markets Corp. may, without notice, release all or any portion of the common stock subject to lock-up agreements. As restrictions on resale end, the market price of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. We also entered into a registration rights agreement with certain of our stockholders pursuant to which we granted them and their affiliates certain registration rights with respect to shares of our common stock owned by them following the expiration of the Lock-up Period. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.” These factors could also make it more difficult for us to raise additional funds through future offerings of our common stock or other securities. We have previously completed private placements at a price per share which may be lower than the market price of our common stock. Accordingly, our stockholders may have an investment profit that they may seek to liquidate. In addition, on June 29, 2026 we filed a registration statement registering under the Securities Act an aggregate of 22,922,341 shares of common stock reserved for issuance in respect of incentive awards to our directors and certain of our employees under the Amended and Restated LTIP. This may result in the shares of common stock underlying such awards, including an aggregate of 11,773,851 shares of common stock issuable upon the exercise of stock options outstanding as of March 31, 2026, becoming available upon issuance for resale in the public markets, subject to any applicable lock-up agreements. 50 --- ### We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock. We have never declared or paid any cash dividend on our capital stock. We do not intend to pay any cash dividends on our common stock for the foreseeable future. We currently intend to retain all future earnings, if any, to finance our business. The payment of any future dividends, if any, will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition and capital requirements, business conditions, corporate law requirements and other factors. Furthermore, we are a holding company and have no material assets other than our equity interest in our subsidiaries, and as a consequence, our ability to declare and pay dividends to our stockholders will be subject to the ability of our subsidiaries to make distributions to us. See “Dividend Policy.” ### Electrum has substantial control over us, which could delay or prevent a change of corporate control or result in the entrenchment of management and/or our Board of Directors. Electrum controls approximately 77.4% of the voting power of our common stock. As long as Electrum controls a majority of the voting power of our outstanding shares of common stock, Electrum will generally be able to control the outcome of matters submitted to our stockholders for approval, including the election of directors, without the approval of our other stockholders. We have entered into a stockholders’ agreement with EGH and ESOF II (the “Stockholders’ Agreement”) pursuant to which the Electrum Parties have the right to nominate certain members of our Board of Directors. The Stockholders’ Agreement also provides that for so long as the Electrum Parties own at least 35% of the then outstanding shares of our common stock, we must obtain the Electrum Parties’ approval prior to engaging in certain actions. See “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.” The Stockholders’ Agreement also provides that for so long as the Electrum Parties own at least 35% of the then outstanding shares of our common stock, the Electrum Parties’ approval must be obtained prior to us engaging in certain actions, including change of control transactions, the acquisition or sale of any asset or any joint venture investment in excess of $100 million, the incurrence of more than $100 million of indebtedness, making any loan, advance or capital contribution in excess of $100 million and the issuance of more than $100 million in the aggregate of equity securities. As a result, the Electrum Parties will continue to control the direction of our business and the concentrated ownership of our common stock may prevent you and other stockholders from influencing significant decisions. The concentrated ownership of our common stock, together with the Stockholders’ Agreement, may harm the market price of our common stock by, among other things: - delaying or preventing a change of control, even at a per share price that is in excess of the then-current price of our common stock; - impeding a merger, consolidation, takeover or other business combination involving us, even at a per share price that is in excess of the then-current price of our common stock; or - discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, even at a per share price that is in excess of the then current price of our common stock. ### As long as Electrum owns a majority of our common stock, we may rely on certain exemptions from the corporate governance requirements of the NYSE available to “controlled companies.” We are a “controlled company” within the meaning of the corporate governance requirements of the NYSE because Electrum owns more than 50% of our outstanding common stock. As a controlled company, we are exempt from certain corporate governance requirements, including requirements that a majority of our Board of Directors consist of independent directors and having a compensation committee and a nominating and corporate governance committee that is composed entirely of independent directors. Our Compensation, Nominating and Corporate Governance Committee currently does not meet the director independence requirements under the NYSE corporate governance requirements applicable to a company that is not a “controlled company.” As a result, you do not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. ### We have in the past entered into, and may in the future enter into, transactions with related parties and such transactions present possible conflicts of interest. We have in the past entered into, and may in the future enter into, transactions with related parties and such transactions present possible conflicts of interest. Electrum, or other related parties, may have interests in such 51 --- transactions that do not align with the interests of our stockholders. We may have been able to achieve more favorable terms, including as to value and other key terms, if such transaction had not been with a related party. We may in the future enter into transactions with entities in which our Board of Directors and other related parties hold ownership interests. Material transactions with related parties, if any, will be reviewed and approved by our Audit Committee, which is comprised solely of independent directors. Nevertheless, we may have achieved more favorable terms if such transactions had not been entered into with related parties and, in such case, these transactions, individually or in the aggregate, may have an adverse effect on our business, financial position and results of operations. ### Our Amended and Restated Certificate of Incorporation and Stockholders’ Agreement contain a provision renouncing our interest and expectancy in certain corporate opportunities. Our Amended and Restated Certificate of Incorporation and the Stockholders’ Agreement provide that we renounce any interest or expectancy in the business opportunities of the Electrum Parties and our directors. Under these provisions, none of EGH and ESOF II, nor any of their respective officers, directors, agents, stockholders, members, partners, affiliates or subsidiaries, has any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate, including any mining business. For instance, a director of the Company who serves as a director, officer or employee of the Electrum Parties may pursue certain acquisitions or other opportunities that may be complementary to our business and, as a result, such acquisitions or other opportunities may not be available to us. These potential conflicts of interest could have a material adverse effect on our financial performance, financial position and results of operations if attractive corporate opportunities are allocated by Electrum to itself or its subsidiaries or affiliates instead of to us. The terms of our Amended and Restated Certificate of Incorporation are more fully described in “Description of Capital Stock” and the terms of the Stockholders’ Agreement are more fully described in “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.” The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.” As a public company, we are required to comply with various regulatory and reporting requirements, including those required by the Securities and Exchange Commission (the “SEC”). Complying with these reporting and other regulatory requirements is time-consuming and has resulted and will continue to result in increased costs to us and could have a negative effect on our business, financial condition and results of operations. As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Sarbanes-Oxley Act, the listing requirements of the NYSE and other applicable securities rules and regulations. Compliance with these rules and regulations has increased and will continue to increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting to meet this standard, we will need to commit significant resources, hire additional staff and provide additional management oversight. We have implemented and will continue to implement additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management, operational and financial resources to identify new professionals to join us and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could adversely affect our business and operating results. As an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. When these exemptions cease to apply, we expect to incur additional expenses and devote 52 --- increased management effort toward ensuring compliance with them. We cannot predict or estimate the amount of additional costs we may incur as a public company or the timing of such costs. We will remain an “emerging growth company” until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues are $1.235 billion or more; (ii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iii) the date on which we are deemed to be a “large accelerated filer,” which will occur as of the end of any fiscal year in which we (x) have an aggregate market value of our common stock held by non-affiliates of $700 million or more as of the last business day of our most recently completed second fiscal quarter, (y) have been required to file annual and quarterly reports under the Exchange Act, for a period of at least 12 months and (z) have filed at least one annual report pursuant to the Exchange Act. Being a public company and complying with these rules and regulations has made and will continue to make it more 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 factors could also make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers. As a result of disclosure of information in filings required of a public company, our business and financial condition are highly visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results. As a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting. We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls. In connection with the preparation of our consolidated financial statements for the years ended December 31, 2025 and 2024, we identified material weaknesses in our internal control over financial reporting related primarily to (i) insufficient entity-level controls to maintain a control environment, risk assessment process and monitoring controls and activities to ascertain whether the components of internal control are present and functioning and (ii) insufficient design and implementation of information technology controls. In addition, in connection with the preparation of our consolidated financial statements for the years ended December 31, 2023 and 2022, our former independent auditor identified material weaknesses in our internal control over financial reporting related to (i) lack of segregation of duties in treasury activities and (ii) material deficiencies in the support and estimation of value-added tax receivable reserves, which resulted in a material adjustment to the VAT valuation allowance. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, when there is a reasonable possibility that a material misstatement in the financial statements will not be prevented or detected on a timely basis. During 2025, we began implementing remedial measures designed to address the material weaknesses identified in connection with the preparation of our consolidated financial statements for the years ended December 31, 2025 and 2024, including enhancements to our financial reporting processes, the addition of qualified accounting and finance personnel, improvements in segregation of duties and the formalization and documentation of control activities and review procedures. In response to the material weaknesses identified in prior periods, we strengthened controls over treasury activities by requiring that responsibilities for payment processing, journal entries and bank reconciliation be segregated among different personnel. We also enhanced the information and documentation supporting the valuation of VAT receivables, including obtaining additional information from external advisors involved in the recovery of such amounts and supporting our estimates with verifiable data. While these actions have mitigated these deficiencies identified in prior periods, these measures or measures we may take in the future may not fully remediate these material weaknesses in our internal control over financial reporting or prevent additional material weaknesses or significant deficiencies in the future. Additionally, certain elements of our remediation plan must operate for a sufficient period before management can conclude that the controls are operating effectively. Although we believe the material weaknesses identified in connection with the preparation of our consolidated financial statements for the years ended December 31, 2025, 2024, 2023 and 2022 did not result in any material 53 --- misstatement of our consolidated financial statements for such periods and we have begun implementing remedial measures designed to address these material weaknesses, we may identify additional control deficiencies in the future. If we are unable to maintain effective internal control over financial reporting, or if any future material weaknesses are identified and not remediated timely, our ability to accurately report our financial results and maintain investor confidence could be adversely affected. We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal controls over financial reporting for the fiscal year ending December 31, 2027 (the first fiscal year beginning after the effective date of our initial public offering). This assessment will need to include disclosure of any material weaknesses identified by our management in our internal controls over financial reporting and may need to include as well a statement that our independent registered public accounting firm has issued an opinion on our internal controls over financial reporting. If we are unable to assert that our internal controls over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC. We are required to disclose changes made in our internal controls and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the later of March 31, 2028 (the year following our first annual report required to be filed with the SEC) and the date we are no longer an “emerging growth company” as defined in the JOBS Act, if we take advantage of the exemptions contained in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future. We will remain an “emerging growth company” for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following January 1. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. ### We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors. We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive, as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements including reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements. We would also be exempt from the requirement to obtain an external audit on the effectiveness of internal control over financial reporting provided in Section 404(b) of the Sarbanes-Oxley Act. These exemptions and reduced disclosures in our SEC filings due to our status as a smaller reporting company mean our auditors do not review our internal control over financial reporting and may make it harder for investors to analyze our results of operations and financial prospects. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock prices may be more volatile. 54 --- Our Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. Our Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: - any derivative action or proceeding brought on our behalf; - any action asserting a breach of fiduciary duty owed by any director, officer or other employee of the Company to us or our stockholders; - any action asserting a claim against us arising under the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and - any action asserting a claim against us that is governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. The foregoing provision does not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. Our Amended and Restated Certificate of Incorporation further provides that if and only if the Court of Chancery of the State of Delaware dismisses any action described in the above bullets for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Our Amended and Restated Certificate of Incorporation further provides that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Our Amended and Restated Certificate of Incorporation also provides that any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of and to have consented to these choice of forum provisions. These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. While Delaware courts have determined that choice of forum provisions are facially valid, it is possible that a court of law in another jurisdiction could rule that the choice of forum provisions contained in our Amended and Restated Certificate of Incorporation are inapplicable or unenforceable if they are challenged in a proceeding or otherwise. If a court were to find the choice of forum provision in our Amended and Restated Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. ### If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our common stock and our trading volume could decline. The trading market for our common stock will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. If securities or industry analysts cease coverage of our Company or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause the price of our common stock and trading volume to decline. In the event one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, the price of our common stock would likely decline. In addition, if our operating results fail to meet the forecast of analysts, the price of our common stock would likely decline. 55 --- CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements.” Those statements include, but are not limited to, statements with respect to further exploration and production of the Sinda Property, including estimated calculations of Mineral Resources and Exploration Targets at our properties, our business strategy, general and administrative expenses, payment of any NSR Royalty, production and sale of concentrates, future strategic infrastructure development at the Sinda Property, expected cost structure, estimates of tax liabilities, our prospects, plans and objectives, industry trends, treatment under applicable government regimes for permitting or attaining approvals, reclamation expenses, government regulation, environmental risks, title disputes or claims, expected actions of third parties, limitations of insurance coverage and our requirements for additional capital. These statements may be under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business—Silver Industry Overview,” “Business” and in other sections of this prospectus. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “achieve,” “budget,” “scheduled,” “forecasts,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our industry. All forward-looking statements speak only as of the date on which they are made. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We believe that the factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include the following: - our dependence on our ability to obtain suitable financing in order to continue the exploration, permitting, development and construction of the Sinda Property and to continue as a going concern; - our history of negative operating cash flows and net losses and the lack of assurance that we will achieve or sustain profitability; - our dependence on the Sinda Property for our future operating revenues; - Mineral Resource and Exploration Target statements at the Sinda Property are only estimates; - actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated; - the title to, or relevant rights on, the five contiguous mining concessions underpinning the Sinda Property may be challenged or impaired; - our rights to access the surface of the five mining concessions underpinning the Sinda Property, and to explore and exploit the El Milagro Concession, could be limited, impaired or terminated; - the need for additional financing in the future to develop the Sinda Property; - inflation, restrictive exchange control policies and fluctuations in the exchange rate of the Mexican peso to the U.S. dollar; - our reliance on third-party contractors; - changes in the prices of and further demand for silver and gold; - claims and legal proceedings against us; - significant risk and hazards associated with mining operations; - our dependence on developing and maintaining relationships with local communities and stakeholders; - the requirements that we obtain, maintain and renew environmental, construction and mining permits, which is often a costly and time-consuming process; - heightened and evolving environmental restrictions on activities in the Presa Neutla Natural Protected Area; - the risk of failing to reach or maintain agreements for the use of lands with local communities and risks of civil disobedience; 56 --- - macroeconomic conditions, including inflation, interest rates and disruptions to global trade, including trade between the United States and Mexico; - our exposure to material costs, liabilities and obligations as a result of environmental laws and regulations and permits, including in connection with water treatment and tailings management; - political, economic or other conditions in Mexico; - the impacts of changes in the legal and regulatory environment in which we operate, including relating to state, regional, national, domestic and foreign laws, such as amendments to the Federal Rights Law (Ley Federal de Derechos) and change in Mexican environmental and water laws and regulations; and - climate strategy and expectations regarding greenhouse gas emission targets and related operating costs and capital expenditures. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in this prospectus. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We do not undertake any obligation to make any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events, except as required by law. Certain forward-looking statements are based on assumptions, qualifications and procedures which are set out only in the Sinda Technical Report Summary. For a complete description of assumptions, qualifications and procedures associated with such information, refer to the full text of the Sinda Technical Report Summary. 57 --- USE OF PROCEEDS This prospectus relates to the resale or other disposition from time to time by the Selling Stockholder of up to 7,939,544 shares of our common stock. The Selling Stockholder will receive all of the proceeds from any sale of the shares of common stock being registered for resale. We will not receive any of the proceeds from the sale or other disposition of our common stock by the Selling Stockholder pursuant to this prospectus. 58 --- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. These forward-looking statements involve risks and uncertainties. You should review “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward-looking statements. ### Overview We hold title to, or have exploration and exploitation rights on, five contiguous mining concessions covering a large-scale, high-grade, silver-gold greenfield discovery located in the historic Guanajuato epithermal silver belt of Mexico that we believe has the potential to be a globally significant mining operation. According to the Sinda Technical Report Summary, as of November 24, 2025, the Project boasts an estimated 369 million silver-equivalent ounces of Inferred Mineral Resources and approximately 16 million silver-equivalent ounces of Indicated Mineral Resources, placing it among the top notable underground primary silver assets in Latin America. The Mineral Resource estimate for the Project is based on an estimated average resource grade of 386 silver-equivalent grams per tonne of mineralized material for Inferred Mineral Resources and 692 silver-equivalent grams per tonne of mineralized material for Indicated Mineral Resources. ### Components of Results of Operations ### Exploration Expenses We conduct exploration activities under mining concessions in Mexico. Our exploration expenses primarily consist of drilling costs, assay costs and other geological and support costs at the Sinda Property. ### General and Administrative Expenses Our general and administrative expenses consist of salaries and benefits, share-based compensation, professional and consultant fees, management services expense, expenses with related parties, insurance and other general administration costs. Our general and administrative expenses are expected to increase significantly as we operate as a public company. We expect higher costs related to salaries, benefits, share-based compensation, legal fees, compliance and corporate governance, accounting and audit expenses, stock exchange listing fees, transfer agent and other stockholder-related fees, directors’ and officers’ and other insurance costs, and other administrative costs. ### Income Taxes Income taxes consist of estimated income taxes in jurisdictions in which we operate, adjusted for allowable credits, deductions, loss carryforwards, foreign tax credits and the valuation allowance against deferred tax assets. As a result of the Redomiciliation, we are required to file and pay taxes in the United States if due. Our Mexican subsidiaries, SNDA Holding, S. de R.L. de C.V. and SNDA Exploración, file tax returns in Mexico. 60 --- ### Results of Operations ### Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025 The following table presents certain information relating to our operating results for the three months ended March 31, 2026 and 2025. _(in thousands, except for share and per share amounts)_ | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Operating Expenses: | | | | Exploration expenses | $6,620 | $683 | | General and administrative expenses (including expenses with related parties) | 5,055 | 1,621 | | Total operating expenses | 11,675 | 2,304 | | Other income (expense), net: | | | | Interest expense with related parties | — | (266) | | Interest income | 38 | — | | Foreign exchange gain (loss), net | 14 | (34) | | Other income | — | — | | Total other (expense) income, net | 52 | (299) | | Net loss before income taxes | (11,623) | (2,603) | | Income tax | — | — | | Net loss | $(11,623) | $(2,603) | | Loss per share, basic and diluted | $(0.09) | $(0.02) | | Weighted average shares outstanding, basic and diluted | 129,546,420 | 119,280,248 | For the three months ended March 31, 2026, we experienced a net loss of $11.6 million compared to a net loss of $2.6 million for the three months ended March 31, 2025. The $9.0 million increase in net loss was primarily attributable to the following: - Exploration expenses increased by 869% to $6.6 million for the three months ended March 31, 2026, compared to $0.7 million for the three months ended March 31, 2025, primarily due to an increase in expenses related to our infill and exploration drilling campaign that began in October 2025. - General and administrative expenses (including expenses with related parties) increased by 212% to $5.1 million for the three months ended March 31, 2026, compared to $1.6 million for the three months ended March 31, 2025, primarily due to an increase of $2.1 million for share-based compensation expense and $0.9 million for professional fees. - Total other income, net, was $0.05 million for the three months ended March 31, 2026, compared to an expense of $0.3 million for the three months ended March 31, 2025, primarily due to accrued interest on the convertible long-term debt with related parties and exchange rate effects during the three months ended March 31, 2025. ### Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table presents certain information relating to our operating results for the years ended December 31, 2025 and 2024. _(in thousands, except for share and per share amounts)_ | Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 | | --- | --- | --- | | Operating Expenses: | | | | Exploration expenses | $6,675 | $2,615 | | General and administrative expenses (including expenses with related parties) | 10,873 | 7,396 | | Total operating expenses | 17,548 | 10,010 | 61 --- _(in thousands, except for share and per share amounts)_ | Line item | Year Ended December 31, 2025 | Year Ended December 31, 2024 | | --- | --- | --- | | Other income (expense), net: | | | | Interest expense with related parties | (1,417) | (517) | | Interest income | 23 | 38 | | Foreign exchange gain (loss), net | 233 | (247) | | Other income | 15 | 0 | | Total other (expense) income, net | (1,147) | (726) | | Net loss before income taxes | (18,695) | (10,736) | | Income tax | — | — | | Net loss | $(18,695) | $(10,736) | | Loss per share, basic and diluted | $(0.16) | $(0.09) | | Weighted average shares outstanding, basic and diluted | 120,386,699 | 119,280,248 | For the year ended December 31, 2025, we experienced a net loss of $18.7 million compared to a net loss of $10.7 million for the year ended December 31, 2024. The $8.0 million increase in net loss was primarily attributable to the following: - Exploration expenses increased by 155.3% to $6.7 million for the year ended December 31, 2025, compared to $2.6 million for the year ended December 31, 2024, primarily due to an increase in expenses related to our infill and exploration drilling activities beginning in October 2025. - General and administrative expenses (including expenses with related parties) increased by 47.0% to $10.9 million for the year ended December 31, 2025, compared to $7.4 million for the year ended December 31, 2024, primarily due to an increase of $2.2 million in professional fees and $1.0 million in share-based compensation expense. - Total other expense, net, increased by 58.0% to $1.1 million for the year ended December 31, 2025, compared to $0.7 million for the year ended December 31, 2024, primarily due to interest incurred on debt with related parties and exchange rate effects during the year ended December 31, 2025. ### Liquidity and Capital Resources As of March 31, 2026, we had cash and cash equivalents of $18.1 million and working capital of $12.1 million compared to cash and cash equivalents of $10.8 million and working capital of $8.4 million as of December 31, 2025. The increase in cash and cash equivalents and working capital was primarily due to proceeds from the sale of shares as part of the Private Placement (as defined below). As of December 31, 2025, we had cash and cash equivalents of $10.8 million and working capital of $8.4 million compared to cash and cash equivalents of $1.0 million and working capital of nil as of December 31, 2024. The increase in cash and cash equivalents and working capital was primarily due to proceeds from the sale of shares in the Private Placement (as defined below). As of December 31, 2025 and March 31, 2026, we did not have any related-party debt. As of December 31, 2024, our related-party debt was $8.1 million. Based on our currently available resources, including existing cash and cash equivalents, we estimate that we will have sufficient cash and resources to fund our projected operating expenses and capital expenditures for at least the next 12 months. We expect that we will require additional funds at a later date to support our operations. Depending upon the circumstances, those additional funds may be in the form of equity, various forms of debt, or a combination of debt and equity. There can be no assurance that additional funds will be available to us on acceptable terms, or at all. We manage liquidity risk through the management of our capital structure. 62 --- ### Term Loans and Private Placement Transaction On May 14, 2024, we entered into a term loan agreement (the “May 2024 Term Loan”) with ESOF II for an aggregate principal amount of $6.0 million, bearing interest at a rate of 12.00% per annum. On November 1, 2024, we entered into a term loan agreement (the “November 2024 Term Loan”) with EGH for an aggregate principal amount of $6.0 million, bearing interest at a rate of 12.00% per annum. On May 1, 2025, we entered into a term loan agreement (the “May 2025 Term Loan”) with EGH for an aggregate principal amount of $20.0 million, bearing interest at a rate of 12.00% per annum. On November 15, 2025, we launched a private placement offering of up to 9,714,286 shares of our common stock for an aggregate purchase price of up to $47,600,000 at a price per share of $4.90 (the “Private Placement”). On November 15, 2025, we entered into purchase agreements with EGH and ESOF II pursuant to which, among other things, EGH and ESOF II agreed to purchase an aggregate of 6,660,132 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of approximately $32.6 million (the “Initial Closing Amount”). A portion of the Initial Closing Amount was used to cancel all outstanding amounts (totaling approximately $22.6 million, including principal and accrued but unpaid interest) under the May 2024 Term Loan, the November 2024 Term Loan and the May 2025 Term Loan. On November 15, 2025, EGH also committed to purchase additional shares of our common stock at a purchase price of $4.90 per share prior to April 1, 2026 in an amount that, together with the Initial Closing Amount and any amounts received by us from EGH or qualified purchasers other than EGH during such time period, would result in total proceeds to us of $47.6 million. Between November 15, 2025 and March 27, 2026, we entered into the following purchase agreements: - a purchase agreement, dated November 17, 2025, with Douglas Groh, one of our directors, pursuant to which, among other things, we offered and sold 20,410 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of $100,009; - a purchase agreement, dated January 23, 2026, with Ajami Associates, an entity controlled by Ali Reza Erfan, one of our directors, pursuant to which, among other things, we offered and sold 20,410 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of $100,009; - additional purchase agreements, dated January 29, 2026 and March 27, 2026, with EGH, pursuant to which, among other things, we offered and sold 2,688,338 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of approximately $13.2 million; - a purchase agreement, dated March 20, 2026, with Luis Barreto, our Chief Financial Officer, pursuant to which, among other things, we offered and sold 30,000 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of approximately $147,000; - a purchase agreement, dated March 25, 2026, with Fabián Galindo, our Country Manager, pursuant to which, among other things, we offered and sold 10,000 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of approximately $49,000; - a purchase agreement, dated March 25, 2026, with Jaime Cortés Álvarez, our General Counsel and Secretary, pursuant to which, among other things, we offered and sold 60,200 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of approximately $294,980; and - purchase agreements with certain other additional investors, pursuant to which, among other things, we offered and sold 224,796 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of approximately $1.1 million. 63 --- ### Cash Flows The following table presents our sources and uses of cash for the periods indicated: _(in thousands)_ | Line item | Three Months ended March 31, 2026 | Three Months ended March 31, 2025 | Years ended December 31, 2025 | Years ended December 31, 2024 | | --- | --- | --- | --- | --- | | Net cash provided by (used in): | | | | | | Operating activities | $(7,619) | $(2,567) | $(13,302) | $(7,804) | | Investing activities | (2) | (1) | (145) | (5) | | Financing activities | 14,941 | 2,450 | 23,275 | 7,550 | | Total change in cash | 7,320 | (119) | 9,827 | (259) | Net cash used in operating activities primarily consists of geological and labor costs and significant general and administrative expenses, including, among others, professional fees and payroll. Net cash used in operating activities was $7.6 million and $2.6 million for the three months ended March 31, 2026 and 2025, respectively, with the increase in 2026 being primarily the result of higher exploration costs for the drilling campaign that began in October 2025 and higher payroll and professional service costs. Net cash used in operating activities was $13.3 million and $7.8 million for the years ended December 31, 2025 and 2024, respectively, primarily due to higher exploration costs related to the drilling campaign and higher payroll and professional services costs. Net cash used in investing activities was $0.0 million for the three months ended March 31, 2026 and 2025. Net cash used in investing activities was $0.1 million for the year ended December 31, 2025 and $0.0 million for the year ended December 31, 2024. Net cash provided by financing activities was $14.9 million for the three months ended March 31, 2026, primarily due to proceeds from the sale of shares of common stock. Net cash provided by financing activities was $2.5 million for the three months ended March 31, 2025, primarily due to proceeds from convertible long-term debt with related parties. Net cash provided by financing activities was $23.3 million for the year ended December 31, 2025, primarily due to $13.2 million of proceeds from convertible long-term debt with related parties and $10.0 million from the sale of shares of common stock. Net cash provided by financing activities was $7.6 million for the year ended December 31, 2024, primarily due to proceeds from convertible long-term debt with related parties, including, among others, $6.0 million under the May 2024 Term Loan and $1.6 million under the November 2024 Term Loan. ### Contractual Obligations As of December 31, 2025, we had the following contractual obligations: | Line item | Payments due by period (in thousands) | Payments due by period (in thousands) | Payments due by period (in thousands) | Payments due by period (in thousands) | Payments due by period (in thousands) | | --- | --- | --- | --- | --- | --- | | | Total | Less than 1 year | 1-3 years | 4-5 years | More than 5 years | | Leases | $2.1 | $0.2 | $0.3 | $0.0 | $1.6 | | Concessions | 23.1 | 0.2 | 0.3 | 0.3 | 22.3 | | Total contractual obligations | $25.2 | $0.4 | $0.6 | $0.3 | $23.9 | ### Off Balance Sheet Arrangements We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders. 64 --- ### Critical Accounting Estimates Listed below are the accounting policies that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability or expense that is being reported. ### Income Taxes We recognize the expected future tax benefit from deferred tax assets when the tax benefit is considered to be more likely than not of being realized. Assessing the recoverability of deferred tax assets requires management to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecasted cash flows and the application of existing tax laws in Mexico. To the extent that future cash flows and taxable income differ significantly from estimates, our ability to realize deferred tax assets recorded at the balance sheet date could be impacted. Additionally, future changes in tax laws in the jurisdictions in which we operate could limit our ability to obtain the future tax benefits represented by our deferred tax assets recorded at the reporting date. Our properties involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state and foreign tax audits. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues, if any, in the United States and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If an estimate of tax liabilities proves to be greater than the ultimate assessment, a tax benefit would result. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. ### VAT Receivable In Mexico, value added taxes (“VAT”) are charged on purchases of materials and services and sales of products. Businesses are generally entitled to recover the VAT they have paid related to purchases of materials and services, either as a refund or as a credit against future VAT payable. Likewise, businesses collect VAT from their customers as they sell a product or service. Amounts recognized as VAT receivable in our audited consolidated financial statements included elsewhere in this prospectus represent the net estimated VAT tax receivable. Even though we are entitled to recover the VAT receivable under current tax law, there are risks that the laws and regulations may change in the future which could decrease the amount collectable or increase the costs to collect. The risk is also related to the tax authority’s interpretations that could result in the non-refund of VAT (materiality considerations). The VAT refund process in Mexico requires a significant amount of information and follow-up with the tax authorities; the timing of collection of VAT receivables is uncertain. The allowance for uncollectible VAT receivable balance amounts to $7.6 million as of March 31, 2026 and $6.5 million as of each of December 31, 2025 and 2024. This estimate is based on the VAT amounts that were initially denied by the tax authority for the years 2015 through 2021. We continue to estimate, based on historical patterns, that the tax authority will continue rejecting a percentage of our refund requests. ### Jumpstart Our Business Startups Act of 2012 The JOBS Act permits us, as an “emerging growth company,” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies that are not emerging growth companies. ### Quantitative and Qualitative Disclosures About Market Risk ### Commodity Price Risk We intend to engage in the production of concentrates containing silver and gold at the Sinda Property. Accordingly, we expect the principal source of future revenue to be the sale of concentrates containing silver, and to a lesser extent, gold. A significant and sustained decrease in the price of these metals from current levels could have a material and negative impact on our business, financial condition and results of operations. 65 --- ### Foreign Currency Risk Although we report our financial statements in U.S. dollars, labor costs and purchases of operating supplies and capital assets by our wholly owned Mexican subsidiaries are denominated in Mexican pesos. As a result, any significant and sustained appreciation of the Mexican peso against the U.S. dollar may materially increase the costs of our operations. ### Bank Counterparty Risk We have placed nearly all of our cash investments with a single, high-quality financial institution. All cash equivalents are invested in high-quality, short-term money market instruments, including government securities, bankers’ acceptances, bank notes, certificates of deposit, commercial paper and repurchase agreements of domestic and foreign issuers. At no time have we had funds invested in asset-backed commercial paper. We have not experienced any losses on our cash investments. 66 --- BUSINESS ### The Company We hold title to, or have exploration and exploitation rights on, five contiguous mining concessions covering a large-scale, high-grade, silver-gold greenfield discovery located in the historic Guanajuato epithermal silver belt of Mexico. The Sinda Property is a large primary silver asset that we believe has the potential to be a globally significant mining operation. The Sinda Property is located approximately 22 miles (35 kilometers) from the colonial city of San Miguel de Allende in the Mexican state of Guanajuato, approximately 180 miles (290 kilometers) northwest of Mexico City and 28 miles (45 kilometers) southeast of the Guanajuato Mining District, in close proximity to several of the world’s largest and historically most productive silver deposits and mines. The location of the Sinda Property provides access to existing regional infrastructure and an established labor force to support current and future exploration and mining activities. Mexico is the world’s top silver mining jurisdiction, accounting for approximately 20% of all global mined silver production in 2025. Recent policy shifts in Mexico have reignited investment and exploration, and we expect that this will provide a positive backdrop for our exploration and development plans. Large primary silver assets such as the Sinda Property are rare, with only approximately 26% of global mined silver supply coming from primary silver mines in 2025. Additionally, the universe of primary silver companies is small, creating a scarcity of options for investors seeking silver exposure, which has been exacerbated by recent consolidation among public silver mining companies. ### Project Mineral Resource Estimate According to the Sinda Technical Report Summary, as of November 24, 2025, the Project boasts an estimated 369 million silver-equivalent ounces of Inferred Mineral Resources and approximately 16 million silver-equivalent ounces of Indicated Mineral Resources, placing it among the top notable underground primary silver assets in Latin America. The Mineral Resource estimate for the Project is based on an estimated average resource grade of 386 silver-equivalent grams per tonne of mineralized material for Inferred Mineral Resources and 692 silver-equivalent grams per tonne of mineralized material for Indicated Mineral Resources. This positions the silver-equivalent resource grade profile of the Sinda Property among the highest of notable underground primary silver assets in Latin America. The disparity in grade between Indicated Mineral Resources and Inferred Mineral Resources is primarily driven by drill density and the corresponding level of geological confidence. Indicated Mineral Resources are supported by closer-spaced drilling, enabling more robust estimation of grade continuity, whereas Inferred Mineral Resources are supported by wider drill spacing, which requires a more conservative approach. Accordingly, our Mineral Resources estimate may be considered partially data constrained, and we believe the relatively limited tonnage of Indicated Mineral Resources reflects drill spacing rather than inherent geological limitations. As part of our ongoing infill drilling program discussed in “Prospectus Summary—Recent Developments and Near-Term Exploration Plan,” we believe drilling that advances outward from Section LC10 (where the current Indicated Mineral Resource and discovery hole CECA-18-001 are located) will support the conversion of Inferred Mineral Resources to Indicated Mineral Resources, and further demonstrate the continuity of higher-grade mineralization. Given the Sinda Property’s Mineral Resource estimate and grades, we believe the Project can become a globally significant underground mining operation, producing silver and gold for decades. Further, the Mineral Resource estimate is based on drilling and study of only 38% of the veins identified at the Sinda Property as of February 16, 2023, with AgEq cut-off grade assumptions as of November 24, 2025. ### Exploration Target Estimate According to the Sinda Technical Report Summary, the same 38% of identified veins contain additional Exploration Targets of approximately 32 to 37 million incremental tonnes at grades ranging from 400 to 440 silver-equivalent grams per tonne of mineralized material. These ranges of potential tonnage and grade of the Exploration Targets are conceptual in nature, there has been insufficient exploration to estimate a Mineral Resource with respect to these Exploration Targets, and it is uncertain if further exploration will result in the estimation of a Mineral Resource. The Exploration Targets therefore do not represent, and should not be construed to be, an estimate of a Mineral Resource or Mineral Reserve. See “—The Sinda Property—Exploration Target Estimate.” 67 --- The remaining 62% of identified veins at the Sinda Property have not yet been drilled sufficiently to indicate whether they contain definable Exploration Targets or Mineral Resources. According to SRK, for every vein that has been mapped at surface, drilling has consistently intersected multiple subparallel “blind” veins that do not crop out. On average, about four blind veins accompany each mapped vein, suggesting roughly five distinct structures per surface vein. Importantly, about half of these blind veins carry mineralization above potential mining cut-off grades with at least 2-meter true thickness, suggesting discovery upside beyond what surface mapping indicates. Based on consistent surface mapping and fact-based regional geology, we believe that there is significant potential for Mineral Resource discovery and conversion from these 62% of identified veins at the Sinda Property. Our strategy for the Sinda Property is to develop the identified Mineral Resources and progress the Project towards commercial production while concurrently developing additional Exploration Targets and exploring for new discoveries. ### Principal Asset The Sinda Property currently spans approximately 6,232 contiguous hectares in the most prolific area of Mexico’s world-famous epithermal silver belt – home to several iconic silver mines, several of which have produced over 1 billion ounces of silver. The Sinda Property’s Mineral Resources are comprised of multiple low-sulfidation epithermal vein systems with high-grade silver and gold mineralization. We estimate the combined strike length of vein systems that have been identified within the Sinda Property to be approximately 113 miles (182 kilometers). Despite a long history of mining in this region, the primary mineralization at the Sinda Property went undiscovered until 2016, when exploration activities found evidence of significant metals at depth, despite an apparent lack of mineralization near the surface. Following detailed surface mapping and rock chip sampling programs in 2016, the Sinda Property was drilled to target high-grade silver and gold mineralization hosted in the epithermal veins. From 2017 through January 11, 2023, we have drilled a total of 229,843 meters from 216 drill holes at the Sinda Property. We have drilled more than 44,000 meters from October 2025 to May 2026, including over 10,000 meters in just April 2026. Select intercepts include: - hole CECA-18-001 (Caracol area, Dolores vein system), including 4.53 meters with an average grade of 8,500 silver-equivalent grams per tonne of mineralized material; - hole CEMO-19-003 (Caracol area, Morita vein system), including 2.92 meters with an average grade of 2,548 silver-equivalent grams per tonne of mineralized material; - hole CEAG-19-012 (Agaves area, Agaves vein system), including 3.64 meters with an average grade of 2,010 silver-equivalent grams per tonne of mineralized material; and 68 --- - hole CETA-22-040 (Caracol area, Lara vein system), including 4.45 meters with an average grade of 3,580 silver-equivalent grams per tonne of mineralized material. Several third-party Mineral Resource estimates were completed between 2021 and 2024, and the Mineral Resource estimate contained in the Sinda Technical Report Summary incorporates the majority of drilling at the Sinda Property (except for the recent infill and exploration drilling activities described under “Prospectus Summary—Recent Developments and Near-Term Exploration Plan”). Regional Geology Sinda Vein System Is Interpreted to be a Southeast Extension of the Guanajuato System 28 Miles (45 Kilometers) Away Illustration of Sinda Geological Theory Overlooked Deposit Due to Depth: Ore Horizon Between 250-450 and 500-900 Meters Two distinct primary areas have been discovered and delineated so far within the Sinda Property: the Caracol area and the Agaves area. The Caracol area is located within the northwest area of the Sinda Property, and consists of five vein systems identified as of November 24, 2025: Dolores, Morita, Santiago, Lara and Adriana. The Caracol area hosts approximately 70% of the Sinda Property’s estimated Inferred Mineral Resources, with approximately 257 million silver-equivalent ounces of Inferred Mineral Resources at an average resource grade of 410 silver-equivalent grams per tonne of mineralized material. It also hosts 100% of the Sinda Property’s Indicated Mineral Resources, with approximately 16 million silver-equivalent ounces of Indicated Mineral Resources at an average resource grade of 692 silver-equivalent grams per tonne of mineralized material. The Agaves area, which consists of the Agaves vein system, is located approximately 3 miles (5 kilometers) southeast of the Caracol area, and currently represents approximately 30% of the Sinda Property’s estimated Inferred Mineral Resources, containing 112 million silver-equivalent ounces at an average resource grade of 341 silver-equivalent grams per tonne of mineralized material. The Sinda Property’s deposits are typically low-sulfidation epithermal vein systems with high-grade silver and gold mineralization. As of November 24, 2025, 135 individual veins have been identified at the Sinda Property, totaling 113 miles (182 kilometers) in strike length. The Sinda Property is considered to be an extension of the Guanajuato Trend, which hosts silver-rich, polymetallic mines exploiting epithermal veins. The Sinda Property displays strong vertical zoning, a feature common to many epithermal districts, with the most consistently mineralized interval, the Favorable Interval (Buchanan, 1981), topping out approximately 1,310 feet (450 meters) below the surface and extending down-dip for 820 to 1,310 feet (250 to 450 meters). Above the Favorable Interval, the veins are generally thinner. Veins that carry potentially mineable mineralization at depth are wider and often reach “bonanza” grades over shorter intervals. In the Favorable Interval at the Sinda Property, silica (mostly in the form of micro-crystalline quartz) becomes more dominant, and precious metal grades are elevated. 69 --- The map below indicates the geographic location and boundaries of the Sinda Property, illustrating the extent of the approximately 1,610 hectares of the Sinda Property that have been explored (representing approximately 26% of the total land package (in green)), and the remaining approximately 4,622 hectares of the Sinda Property that have yet to be fully explored (representing approximately 74% of the total land package (in pink)). Additionally, the map below indicates the location and strike and length of the veins that have been identified and drilled (in red) (representing approximately 38% of the total identified veins), as well as the remaining veins that have been identified but not yet fully drilled (in black) (representing approximately 62% of the total identified veins). 70 --- Finally, the map below illustrates the estimated geographic expanse of the Caracol area (in blue) and the Agaves area (in green). ### Illustration of Caracol Area and Agaves Area The Sinda Property’s defined estimated Mineral Resources are based on drilling and study of only 38% of the veins that have been identified at the Sinda Property as of February 16, 2023, with AgEq cut-off grade assumptions as of November 24, 2025. We believe there is additional upside potential within this 38% of identified veins through closer-spaced infill drilling, as well as further upside potential from continued exploration activity within the 62% of identified veins that have not yet been fully drilled. In addition, we believe step-out and regional exploration drilling elsewhere within our land package has the potential to discover economic mineralization in prospective areas where no exploration has previously occurred. Our goal is to explore, develop and de-risk the Sinda Property to become a globally significant producer of silver and gold. Based on the attributes of the vein systems at the Sinda Property and the Mineral Resource estimate outlined in the Sinda Technical Report Summary, we currently anticipate future mining would be an underground operation. ### Silver Industry Overview ### Metal Overview Silver is a precious metal occurring naturally in its solid metallic state and is commonly associated with deposits of gold, copper, lead and zinc. It is widely used in both industrial applications and as an investment asset. Unlike many other commonly mined major metals, approximately 74% of mined silver supply is delivered as a by-product from the mining of other metals. This makes primary silver deposits of scale, like we expect the Sinda Property to be, rare. Silver’s distinct physical and chemical properties drive diversified and growing industrial demand for silver, including from applications in artificial intelligence. Silver is the best metallic conductor of electricity, and its sensitivity to and high reflectance of light, along with its strength and ability to withstand extreme temperature changes, restrict silver’s substitution in most applications. 71 --- Silver has also been used throughout much of human history as a store of value. As an investment asset, silver is viewed as an attractive hedge against inflation or devaluation of fiat currencies, and as a risk-off asset during times of economic or geopolitical uncertainty. ### Demand Side Industrial demand accounted for approximately 58% of total silver demand in 2025, according to the Silver Institute Report. Industrial demand for silver is expected to increase by 17% by 2032 over 2026 levels, according to the CPM Silver Data Report. Silver is essential in solar panels, superconductors and personal electronics due to its conductivity and temperature-resistance. Photovoltaic cells rely on silver to optimize energy output, while electric vehicles use silver in sensors, wiring and control modules. Silver is also used in energy storage. Demand for silver from solar applications has accelerated in recent years, given solar’s key role in the transition to green energy. Additionally, increased volatility in the global energy markets due to armed conflicts and geopolitical uncertainty have historically driven up demand for alternative energy sources, such as solar, that are less vulnerable to global supply chain disruptions. As a result, we believe current energy security dynamics may accelerate demand for silver. We expect other emergent themes, including AI, nano silver, biocides and other applications to continue driving industrial demand growth for silver. ### Forecast Industrial Demand for Silver (1) Source: CPM Silver Data Report Silver is an essential component used in technology driving the energy transition and in most consumer electronics. Silver’s diversified industrial uses contribute to demand resilience, and because most applications require only small quantities of metal, substitution is limited and industrial demand has historically been relatively price inelastic. Silver has also served as a safe haven asset, a portfolio diversifier and a form of currency with no default risk for approximately 4,000 years. We expect investment demand for silver to continue rising, as it has historically grown during periods of sustained geopolitical, macroeconomic and financial risks, and devaluation of fiat currencies. 2025 highlighted silver’s utility as an investment asset, with signs of increasing institutional demand. Against the current geopolitical and macroeconomic backdrop, and given the under-ownership of silver in current institutional portfolios relative to gold and other real assets, we believe there is substantial runway for investment demand growth. ### Supply Side Silver supply is largely driven by mined silver production, which accounted for approximately 78% of total silver supply in 2025. Mined supply is sourced primarily from Mexico, China and Peru, which collectively accounted for approximately 49% of global mined supply in 2025. Mexico is the world’s top silver mining jurisdiction, accounting for approximately 20% of all global mined silver production in 2025. Mined supply has been in a declining trend since 2016 due to reserve depletion, declining ore grades, limited new discoveries and a long period of under-investment in new capacity. Annual additions to silver mining capacity in near-term mine development projects fell 80% between 2013 and 2024, and only approximately 26% of global mined supply in 2025 came from primary silver mines. Due to the by-product nature of most mined silver, project sanctioning decisions that would increase silver supply often depend on the economics of other metals being mined, instead of the underlying fundamentals of the silver market, thereby reducing supply-side response to growing silver demand. 72 --- In addition, as of January 1, 2026, exports of silver from China are subject to a licensing regime, requiring exporters to obtain government approvals prior to export. While the ultimate impact of this policy on global silver supply and pricing remains uncertain, any restrictions or delays in exports from China (which accounted for approximately 13% of global mined silver supply in 2025) could further constrain global silver availability. ### Processing of Mexican Silver Concentrates Silver and gold produced in Mexico are typically sold in the form of mineral concentrates that require third-party smelting and refining prior to conversion into refined metal. Mexico’s domestic smelting capacity is limited relative to its mined silver and gold output, and a significant portion of Mexican concentrates are therefore processed at a small number of large, integrated smelting and refining facilities located within Mexico and internationally. Within North America, the primary processor of Mexican silver- and gold-bearing concentrates is Industrias Peñoles, through its Metallurgical Complex of Torreón. Mexican silver- and gold-bearing concentrates are also processed outside of North America, including at smelting and refining facilities in Asia and Europe. Historically, an important portion of such concentrates has been processed in China, as well as at facilities operated by multinational commodity trading and mining groups. China is a major global processor of silver- and gold-bearing concentrates and refined precious metals. However, in recent years China has increased regulatory oversight of precious metal exports, including the licensing regime discussed above. Although these measures do not prohibit exports of refined silver, they may increase administrative burdens, introduce delays or otherwise affect the availability of refined silver from China for delivery into international markets. As a result, our future processing arrangements, if any, may be subject to capacity constraints, treatment and refining charges, logistical considerations and regulatory and geopolitical factors beyond our control. ### Pricing and Outlook The silver market is in a supply deficit that, according to the Silver Institute Report, is expected to persist due to robust and growing demand for silver, coupled with constrained supply. This dynamic creates a highly supportive structural backdrop for spot silver prices and an attractive opportunity for silver explorers and producers. Silver prices rose sharply in 2025, from $29.56 per ounce on January 2, 2025 to approximately $72.15 per ounce on December 31, 2025, representing an increase of approximately 144%, and have remained strong in 2026. The spot price of silver was $76.90 per ounce as of June 1, 2026, as per APMEX. The silver supply deficit, combined with macroeconomic factors such as declining interest rates, inflation, geopolitical uncertainty and devaluation of fiat currencies, provides additional tailwinds for potential further price appreciation. While higher silver prices can positively affect the economics of silver exploration and development projects, silver prices are volatile and subject to significant fluctuations based on macroeconomic, monetary and geopolitical factors. ### Business Strengths and Competitive Advantages ### Among the top notable underground primary silver assets in Latin America We believe the Project has the potential to be a globally significant mining operation. With estimated Inferred Mineral Resources of 369 million silver-equivalent ounces and Indicated Mineral Resources of 16 million silver-equivalent ounces, the Sinda Property is already among the largest notable underground primary silver assets in Latin America. Further, this Mineral Resource estimate is based on drilling and study of only 38% of the veins identified at the Sinda Property as of February 16, 2023, with AgEq cut-off grade assumptions as of November 24, 2025. We believe there is significant potential for Mineral Resource discovery and conversion through closer-spaced infill drilling within the 38% of identified veins at the Sinda Property that we have drilled and from continued exploration activity within the 62% of identified veins at the Sinda Property that we have not yet fully drilled, as well as from additional veins that we believe have yet to be identified on the Sinda Property. 73 --- ### Notable Underground Primary Silver Assets in Latin America (1) Source: Company Disclosures, Sinda Technical Report Summary. (2) Shown in millions of silver-equivalent ounces. (3) Based on silver price of $32.00 per ounce, gold price of $2,750.00 per ounce, copper price of $4.25 per pound, zinc price of $1.30 per pound and lead price of $0.94 per pound. (4) All Measured Mineral Resources and Indicated Mineral Resources are inclusive of Mineral Reserves where applicable. (5) Based on underground primary silver assets in Latin America with silver-equivalent Measured Mineral Resources and Indicated Mineral Resources greater than 15 million ounces and Inferred Mineral Resources greater than 20 million ounces. We believe the mineralization of the Sinda Property provides substantial future mining potential, as the estimated Mineral Resources are located in veins that are roughly the same size as the nearby Fresnillo, Guanajuato and Pachuca vein systems. We estimate that the average vein widths at the Sinda Property are between two meters and four meters (average composite vein intercept of 4.2 meters at the Agaves vein system, the Dolores vein system and the Lara vein system) hosting high-grade silver and gold mineralization. We estimate the combined strike length of the vein systems that have been identified within the Sinda Property to be approximately 113 miles (182 kilometers). The average resource grade of our estimated Inferred Mineral Resources is 386 silver-equivalent grams per tonne of mineralized material and the average resource grade of our estimated Indicated Mineral Resources is 692 silver-equivalent grams per tonne of mineralized material, which is among the highest silver-equivalent resource grade profiles of notable underground primary silver assets in Latin America. We believe the breadth and location of the Sinda Property’s vein systems, as well as the high-grade nature of mineralization, create meaningful potential economic advantages for a future underground mining operation as compared to those with lower resource grades or fewer Mineral Resources. ### Inferred Mineral Resource Grade Profile of Notable Underground Primary Silver Assets in Latin America (1) Source: Company Disclosures, Sinda Technical Report Summary. (2) Shown in silver-equivalent grams per tonne of mineralized material. (3) Based on silver price of $32.00 per ounce, gold price of $2,750.00 per ounce, copper price of $4.25 per pound, zinc price of $1.30 per pound and lead price of $0.94 per pound. (4) Based on underground primary silver assets in Latin America with silver-equivalent Measured Mineral Resources and Indicated Mineral Resources greater than 15 million ounces and Inferred Mineral Resources greater than 20 million ounces. 74 --- ### Measured Mineral Resource and Indicated Mineral Resource Grade Profile of Notable Underground Primary Silver Assets in Latin America (1) Source: Company Disclosures, Sinda Technical Report Summary. (2) Shown in silver-equivalent grams per tonne of mineralized material. (3) Based on silver price of $32.00 per ounce, gold price of $2,750.00 per ounce, copper price of $4.25 per pound, zinc price of $1.30 per pound and lead price of $0.94 per pound. (4) All Measured Mineral Resources and Indicated Mineral Resources are inclusive of Mineral Reserves where applicable. (5) Based on underground primary silver assets in Latin America with silver-equivalent Measured Mineral Resources and Indicated Mineral Resources greater than 15 million ounces and Inferred Mineral Resources greater than 20 million ounces. Underground Mineral Resource Estimates at Cut-off Grade of 150 Silver-Equivalent Grams per Tonne(1)(2)(3)(4)(5) (As of November 24, 2025) | Classification | Vein | Tonnage (kilotonnes) | Ag Grade (grams per tonne) | Au Grade (grams per tonne) | Ag Eq Grade (grams per tonne)(6) | Contained Ag (koz) | Contained Au (koz) | Contained Ag Eq (koz)(6) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Indicated | Dolores | 711 | 432 | 3.02 | 692 | 9,870 | 69 | 15,797 | | Total Indicated | | 711 | 432 | 3.02 | 692 | 9,870 | 69 | 15,797 | | Inferred(7) | Adriana | 129 | 147 | 0.19 | 163 | 609 | 0.8 | 676 | | | Agaves | 10,250 | 267 | 0.86 | 341 | 87,966 | 283 | 112,320 | | | Dolores | 5,326 | 214 | 1.90 | 377 | 36,610 | 325 | 64,540 | | | Lara | 8,799 | 260 | 1.77 | 412 | 73,557 | 500 | 116,549 | | | Morita | 4,503 | 277 | 1.58 | 413 | 40,064 | 229 | 59,745 | | | Santiago | 737 | 490 | 1.84 | 648 | 11,601 | 44 | 15,351 | | Total Inferred | | 29,743 | 262 | 1.45 | 386 | 250,407 | 1,382 | 369,180 | (1) Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resources will be converted into Mineral Reserves in the future. There has been insufficient exploration to define the Indicated Mineral Resources and Inferred Mineral Resources tabulated above as Measured Mineral Resources. The Mineral Resource estimates contained in this prospectus may be materially affected by changes to the geological, geotechnical and geometallurgical models, infill drilling to convert material to a higher classification, drilling to test for extensions to known Mineral Resources, collection of additional bulk density data and significant changes to commodity prices, and by environmental permitting, legal, title, taxation, socio-political, marketing or other relevant issues. (2) The definitions for Mineral Resources in S-K 1300, which are consistent with the classification scheme under the Committee for Reserves International Reporting Standards, were followed for the classification of Mineral Resources. (3) Mineral Resources with reasonable prospects for economic extraction stated as contained within estimation domains above a cut-off grade of 150 silver-equivalent grams per tonne. The estimation domain wireframes targeted 2-meter minimum thickness during modeling, which considers likely mining dilution. The summarized tonnage and grades are in situ and not reported, nor diluted, within any mineable stope optimization volumes. 75 --- (4) Cut-off grade calculations considered a mining cost of $75.00 per tonne, a processing and tailings cost of $20.00 per tonne, general and administrative expenses of $10.00 per tonne, treatment and refining charges of $1.00 per ounce, freight and marketing costs of $1.00 per ounce, a silver price of $32.00 per ounce and a gold price of $2,750.00 per ounce, variable metallurgical recoveries based on available data (silver recovery of 94% from an overall average of testwork to November 24, 2025) and silver payability of 97.5%. (5) All quantities are rounded to the appropriate number of significant figures; consequently, totals and sums presented in this prospectus may not add up due to rounding. (6) Silver-equivalent calculations assumed a silver price of $32.00 per ounce and gold price of $2,750.00 per ounce, independent of potentially variable metallurgical recovery by metal, as recovery is assumed to be equal for both silver and gold for purposes of calculating silver-equivalent values. (7) Inferred Mineral Resources are considered geologically speculative and are based on limited geological evidence and sampling. High geological uncertainty prevents the application of technical and economic factors to evaluate economic viability. ### Strong exposure to a compelling silver market We believe the strong attributes of the Sinda Property’s Mineral Resource estimate, as well as its Exploration Targets, will provide scaled, long-term production of silver and gold amidst a robust silver market that is benefiting from stable, secular trends. Primary silver discoveries of the Sinda Property’s size and resource grade are rare, and only approximately 26% of global mined supply was produced from primary silver mines in 2025. Additionally, the universe of primary silver companies is small, creating a scarcity of investor options for silver exposure. This dynamic has been exacerbated by recent consolidation among public silver mining companies, including Pan American Silver Corp.’s acquisition of MAG Silver Corp. in September 2025, Coeur Mining Inc.’s purchase of SilverCrest in February 2025 and First Majestic Silver Corp.’s acquisition of Gatos Silver in January 2025. ### Access to strong regional infrastructure and established labor force The Sinda Property’s location in the Guanajuato Mining District in central Mexico provides immediate access to mature infrastructure and a deep pool of skilled labor. The state of Guanajuato is an established and recognized manufacturing and mining jurisdiction, home to global brands and a highly rated mining engineering university. The Sinda Property is approximately a 40-minute drive from major urban centers such as San Miguel de Allende and Celaya, Guanajuato. We believe the location of the Sinda Property differentiates the Project in infrastructure and labor access from many discoveries and mineral resources worldwide that are in remote regions and face challenges requiring substantial initial capital expenditure for the build-out of logistics and power infrastructure and recruiting and retaining high-quality mining human capital. The Sinda Property is connected by paved roads to federal and state highways, and is in close proximity to (i) the Mexican cargo rail system, SIPSA Bajío Rail Terminal (approximately 9 miles (15 kilometers) to the Sinda Property), (ii) the colonial city of San Miguel de Allende (approximately 22 miles (35 kilometers) to the Sinda Property), (iii) two international airports: Guanajuato International Airport (approximately 75 miles (121 kilometers) to the northwest) and Querétaro International Airport (approximately 64 miles (103 kilometers) to the east), (iv) container port terminals on both the Pacific coast, Manzanillo (approximately 393 miles (625 kilometers) to the southwest), and Atlantic coast, Veracruz (approximately 393 miles (633 kilometers) to the southeast) and (v) the Canadian Pacific Kansas City (CPKC) rail network (approximately 19 miles (30 kilometers) by road to the southwest). The Sinda Property benefits from reliable power from the national grid, supplied by a national utility transmission line. We also have several potential options for water. Additionally, the location of the Sinda Property within Guanajuato’s established mining ecosystem offers proximity to established mining contractors and service providers, ensuring ready access to specialized labor, equipment and support. We anticipate our location and infrastructure advantage will help reduce the Project’s development timeline, future potential capital intensity, unit costs and operating risk. We believe these advantages position the Project more competitively as compared to other projects in less established mining regions and those in remote locations. ### Potential to become a highly efficient mining operation with a favorable cost structure We believe the Project’s profile may enable a future mining operation with structurally lower operating costs and capital intensity, providing us with competitive advantages. The Sinda Property’s vein systems and the supporting estimated Mineral Resources are predominantly at depth from surface, which we believe could support future potential underground mining production. Underground mining has been undertaken safely and productively for many decades in the area where the Sinda Property is located, as well as in other areas throughout the state of Guanajuato and Mexico. Furthermore, the quality of the Sinda Property, underpinned by its large Mineral Resource estimate (including approximately 135 identified veins over at least two distinct areas) and the average resource grade of its Inferred 76 --- Mineral Resources and Indicated Mineral Resources (386 and 692 silver-equivalent grams per tonne of mineralized material, respectively) support potential efficient mining operations. Our preliminary metallurgical studies also show that a high proportion of silver and gold at the Sinda Property occurs as discrete minerals, making them highly amenable to conventional flotation processing. We expect this mineralogical characteristic will support robust and predictable metal recoveries, while reducing processing complexity and enhancing the marketability of metal produced at the Sinda Property in the future. ### Situated in Mexico, one of the world’s largest silver mining jurisdictions, with legally enforceable long-term concessions Mexico is the world’s largest silver mining jurisdiction, accounting for approximately 20% of all global mined silver production in 2025. Recent policy shifts in Mexico have reignited investment and exploration in the mining sector. The five concessions to which we hold either title or exploration and exploitation rights have terms expiring between 2051 and 2058, and are each renewable for an additional term of at least 25 years, subject to compliance with applicable legal requirements, providing long-term security for our operations. With a strong local management team with decades of experience, deep relationships at all levels of government and extensive experience working with federal, state, and municipal authorities, as well as a proven track record of community engagement, we believe we are well-positioned to benefit from Mexico’s commitment to responsible mining. Identified Exploration Targets and continued exploration activity in our land package provide opportunity for expansion of Mineral Resources beyond the Sinda Property’s existing Mineral Resource estimate Our estimated Inferred Mineral Resources of 369 million silver-equivalent ounces and Indicated Mineral Resources of 16 million silver-equivalent ounces are based on drilling and study of just 38% of the veins that have been identified at the Sinda Property as of February 16, 2023, with AgEq cut-off grade assumptions as of November 24, 2025. According to the Sinda Technical Report Summary, the same 38% of identified veins at the Sinda Property contain Exploration Targets. If the Exploration Targets from these 38% of identified veins were fully converted to Mineral Resources, we estimate the Mineral Resource at the Sinda Property would rank among the top two notable underground primary silver assets in Latin America. In addition, we believe there is significant potential for Mineral Resource discovery and conversion from the 62% of identified veins at the Sinda Property that we have not yet fully drilled. Moreover, we believe there is potential for many additional high-grade intercepts and “blind” veins to be identified across the 6,232 contiguous hectares of the Sinda Property, approximately 74% of which has yet to be explored. As of June 2026, we have mobilized a total of 15 drill rigs. The potential for additional exploration across the Sinda Property could materially increase our Mineral Resource base and expand potential future production. See “—The Sinda Property—Exploration Target Estimate.” ### Demonstrated focus on environmental stewardship and social responsibility We are committed to maintaining “best-in-class” environmental and social practices that reflect our role as a responsible participant in the local communities within and surrounding the Sinda Property. Our approach is embedded throughout our business strategy and operations. Our approach is intended to support sustainable long-term operational success and lead to significant value creation for our Company and our community. Environmental Stewardship Our environmental management program is designed to meet or exceed applicable standards established by Mexican environmental regulations administered by SEMARNAT. Our environmental stewardship program emphasizes conservation of water resources and biodiversity protection at the Sinda Property. Social Responsibility and Community Engagement We recognize that meaningful engagement with our local communities is essential to our long-term success. We maintain very active consultation and community engagement programs, which we believe are best-in-class compared to other silver exploration companies in Mexico. Our community engagement program focuses on initiatives in education, health and local enterprise development. 77 --- ### Highly experienced management team and Board of Directors Our management team and Board of Directors feature top talent across geology, exploration, mine development, permitting, community engagement and finance, including industry veterans from leading Mexican companies including Grupo Mexico, one of the world’s largest publicly traded copper producers and the parent company of Southern Copper Corporation, and Industrias Peñoles, a subsidiary of Grupo Bal, one of the largest Mexican mining companies and one of the largest producers of refined silver worldwide. Daniel Muñiz Quintanilla, our Executive Chairman, is a seasoned mining executive with nearly 30 years of global experience leading large public mining companies across the gold, silver, and copper sectors. He previously served as managing director and executive vice chair of Americas Mining (the mining division of Grupo México). In this role, he oversaw a multinational portfolio of large-scale open-pit and underground operations and major growth initiatives across copper and precious-metals assets. Before that, Mr. Muñiz was chief executive officer of Industrial Minera Mexico (the underground mining division of Grupo México), and earlier served as chief financial officer of Grupo México, directing global finance, capital markets, and M&A during a period of significant expansion. Our management team has deep experience and networks in Mexico, with an established track record of identifying and developing mineral discoveries, and is based near-site in San Miguel de Allende. We believe our leadership team and their commitment to Sinda and the local community are key differentiators for us. Luis Barreto, our Chief Financial Officer, has more than 25 years of experience in infrastructure, transportation and energy, with extensive global transaction, capital markets and asset management expertise. Since 2022, he has served as co-founder and president of MegaFlux Inc., a manufacturer of electric powertrains for commercial vehicles and buses and a provider of fleet electrification solutions focused on Mexico and the United States. Previously, Mr. Barreto spent over a decade at Brookfield Asset Management’s Infrastructure Group, serving in senior leadership roles including managing director within the North America and Latin America teams and global deputy chief investment officer for transportation. At Brookfield Asset Management, he led the execution of infrastructure equity investments exceeding $10 billion across the Americas. Earlier in his career, Mr. Barreto held investment banking roles at Citigroup in New York and London. Mr. Barreto holds a master’s degree in business administration from Columbia Business School and a bachelor’s degree in business administration from Florida International University. Fabián Galindo, our Country Manager, has more than 17 years of experience in the mining and natural resources sector, with a background spanning operations, strategic planning, finance and mergers and acquisitions. Prior to joining the Company, Mr. Galindo held senior leadership roles at Grupo México, including overseeing its U.S. copper mining, smelting and refining operations in Arizona and Texas from 2018 to 2023. Earlier in his career at Grupo México, Mr. Galindo served in progressively senior roles within the strategic planning and mergers and acquisitions functions for Americas Mining (the mining division of Grupo México). Since joining the Company in 2023, Mr. Galindo has led our Mexican operations, supported strategic planning and financing initiatives and worked closely with our Board of Directors in connection with our initial public offering. Maria José Romero leads our technical services team. Ms. Romero is a mining engineer with more than 20 years of experience across exploration, project evaluation, mine development and underground operations. Since joining the Company, she has led the technical services function for the Project, including oversight of exploration data management, QA/QC programs, drill planning, cost control and budgeting and the preparation of technical disclosures supporting regulatory filings and independent technical reviews. Prior to joining the Company, Ms. Romero held senior technical and engineering roles at Coeur Mining Inc., Silver Bull Resources Inc., Industrias Peñoles and Gammonlake. Her experience includes supporting exploration and infill drilling programs, geological modeling, economic assessments, underground mine development and permitting, and acting as the primary technical liaison with independent engineering consultants. Ms. Romero holds a bachelor of mining engineering from the University of Sonora and has completed a Citation Program in Applied Geostatistics at the University of Alberta. Jaime Cortés Álvarez, our General Counsel and Secretary, has more than 30 years of experience as a transactional lawyer in mergers and acquisitions, private equity, structured finance, securitization, capital markets, restructuring and corporate governance. He has served as counsel in numerous Mexican and international equity offerings, including initial public offerings of Mexican issuers. Previously, he was a partner at leading Mexican law firms. Scott Cole, our Vice President of Finance, has more than 30 years of experience in finance, accounting, treasury and operational finance leadership, primarily within the mining and metals industry. Prior to joining the Company, Mr. Cole served as finance manager for the U.S. operations of Jervois Global, where he led finance, treasury, accounting and supply chain functions during the construction and start-up of an underground cobalt mine and supported 78 --- government-funded drilling and refinery feasibility initiatives. From 2006 to 2022, Mr. Cole held progressively senior leadership roles at ASARCO, the U.S. subsidiary of Grupo México, including treasurer and team leader of finance and accounting and operations controller, and was a member of the executive leadership team overseeing treasury, accounting, insurance, budgeting, forecasting and capital transactions across multiple large-scale mining, smelting and refining operations. Earlier in his career, Mr. Cole held senior finance roles at Environmental Systems Products, Eagle Family Foods, BHP Copper and the Federal Bureau of Investigation, with experience spanning financial planning and analysis, controllership, internal audit, SEC-related reporting for public debt issuances and operational management. Mr. Cole holds a master of business administration in accounting from the University of Phoenix and a bachelor of business administration in finance from The University of Texas at Arlington, and is a certified public accountant. Carla Llantada leads our institutional relations. Ms. Llantada has over 30 years of experience leading governance, institutional relations, stakeholder engagement and legal strategy across the public and private sectors. Ms. Llantada’s experience spans trade and industrial policy, renewable energy development, institutional justice reform and government affairs. Estefania Nevarez, our sustainability director, has over 30 years of experience as an environmental lawyer across leading Mexican law firms, with responsibilities ranging from permitting, project development and litigation, as well as environmental management programs. Lourdes McPherson, our community relations director, has over 10 years of experience in corporate affairs and as manager of environmental, social and governance responsibilities across the government of Sonora, and the development of the Cerro del Gallo project previously owned by Argonaut Gold Inc. (now Heliostar Metals Ltd.). We have also established an advisory board of experts with widely-recognized major contributions who are able to add significant value through their expertise and network in Mexico. We believe that the specialized skills and knowledge of our management team, our Board of Directors and our advisory board enhance our ability to create value. ### Backed by Electrum, with 30-year track record of success in natural resources We were founded by and are backed by Electrum, a privately-held global natural resources investment management company, which controls approximately 77.4% of the voting power of our common stock. Electrum has a 30-year track record of success in natural resources. Historically, Electrum has focused on a select few, large and world-class precious metals assets located in North America and other “Tier 1” jurisdictions. In addition to its extensive experience in advancing multiple high-quality projects, Electrum has deep and long-held relationships with important stakeholders in the global resources ecosystem. We believe access to Electrum’s specialized skills, knowledge and network substantially enhances our ability to execute our business strategy. ### Business Strategy Our business strategy for the Sinda Property is to develop the identified Mineral Resources and progress toward commercial production while concurrently developing additional Exploration Targets and exploring for new discoveries. ### Conduct infill drilling and develop Mineral Resources at the Sinda Property We believe we have obtained all material permits required for our current surface and underground exploration and infill drilling activities at the Sinda Property. The objective of our infill drilling program is to enhance Mineral Resource confidence by converting a portion of the existing Inferred Mineral Resources to Indicated Mineral Resources and to add new mineralization based on Exploration Targets identified in the Sinda Technical Report Summary, and the objective of our exploration drilling program is to discover and delineate new areas currently not included in the Mineral Resource estimate and add incremental high-quality silver-gold Mineral Resources. ### Advance the Project through a disciplined and methodical approach to development, supported by rigorous technical review Our phased approach to develop the Sinda Property will utilize near- and mid-term infill drilling, technical work and test programs to methodically de-risk the Project. In parallel with our exploration activities, we expect to advance technical studies such as Initial Assessments and Pre-Feasibility Studies on our most advanced targets where drilling results are available. We believe our current initiatives will provide support for an updated Mineral Resource estimate and a pathway for economic studies at the Sinda Property, which are expected to include an Initial Assessment and 79 --- subsequent Preliminary Feasibility Study and/or Feasibility Study. Prior to the establishment of a formal mine plan, it is standard industry practice to evaluate Mineral Resources under a range of assumptions, including scenarios in which lower-grade material may be excluded in order to assess the impact on overall grade. This reflects the inherent trade-off between tonnage and grade that is fundamental to mineral project evaluation. The determination of an appropriate balance between these factors is an iterative process that forms part of the technical and economic analysis undertaken in advance of defining a final mine plan. We expect these efforts to advance the Project towards mine permitting, and our objective is to achieve initial production at the Sinda Property by 2031. ### Continue to explore the Sinda Property to support a future potential generational silver mining complex encompassing multiple mineable deposits With only 38% of identified veins drilled, we believe the large land package at the Sinda Property offers significant exploration upside. Concurrently with advancing the Project to production, we plan to systematically explore the Sinda Property, targeting Mineral Resource expansion at the Caracol area, the Agaves area and other identified Exploration Targets. We also plan to continue developing additional Exploration Targets in the 62% of identified veins that have yet to be fully drilled and continue exploring for new discoveries on the Sinda Property. Our goal is to establish a major mining complex sourcing future production ore from multiple deposits with decades of production potential. ### Partner with local communities through meaningful engagement and responsible development We recognize that meaningful engagement with our local communities is essential to our long-term success. We maintain very active consultation and community engagement programs, which we believe are best-in-class compared to other silver exploration companies in Mexico. Our community engagement program focuses on initiatives in education, health and local enterprise development. As we continue our exploration activities, we plan to continue engaging with local residents, local ejidos and the regional government to streamline the ongoing environmental review and permitting process. Community engagement and our environmental and governmental strategies and awareness programs represent crucial elements of our development plans for the Project. With our strong ties to the community, we believe we are well-positioned to generate and maintain strong stakeholder support for the Project. 80 --- ### Summary of Mineral Resources Below is a summary table of estimated Mineral Resources. Further information can be found in “The Sinda Property—Mineral Resource Estimates.” Underground Mineral Resource Estimates at Cut-off Grade of 150 Silver-Equivalent Grams per Tonne(1)(2)(3)(4)(5) (As of November 24, 2025) | Classification | Vein | Tonnage (kilotonnes) | Ag Grade (grams per tonne) | Au Grade (grams per tonne) | Ag Eq Grade (grams per tonne)(6) | Contained Ag (koz) | Contained Au (koz) | Contained Ag Eq (koz)(6) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Indicated | Dolores | 711 | 432 | 3.02 | 692 | 9,870 | 69 | 15,797 | | Total Indicated | | 711 | 432 | 3.02 | 692 | 9,870 | 69 | 15,797 | | Inferred(7) | Adriana | 129 | 147 | 0.19 | 163 | 609 | 0.8 | 676 | | | Agaves | 10,250 | 267 | 0.86 | 341 | 87,966 | 283 | 112,320 | | | Dolores | 5,326 | 214 | 1.90 | 377 | 36,610 | 325 | 64,540 | | | Lara | 8,799 | 260 | 1.77 | 412 | 73,557 | 500 | 116,549 | | | Morita | 4,503 | 277 | 1.58 | 413 | 40,064 | 229 | 59,745 | | | Santiago | 737 | 490 | 1.84 | 648 | 11,601 | 44 | 15,351 | | Total Inferred | | 29,743 | 262 | 1.45 | 386 | 250,407 | 1,382 | 369,180 | (1) Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resources will be converted into Mineral Reserves in the future. There has been insufficient exploration to define the Indicated Mineral Resources and Inferred Mineral Resources tabulated above as Measured Mineral Resources. The Mineral Resource estimates contained in this prospectus may be materially affected by changes to the geological, geotechnical and geometallurgical models, infill drilling to convert material to a higher classification, drilling to test for extensions to known Mineral Resources, collection of additional bulk density data and significant changes to commodity prices, and by environmental permitting, legal, title, taxation, socio-political, marketing or other relevant issues. (2) The definitions for Mineral Resources in S-K 1300, which are consistent with the classification scheme under the Committee for Reserves International Reporting Standards, were followed for the classification of Mineral Resources. (3) Mineral Resources with reasonable prospects for economic extraction stated as contained within estimation domains above a cut-off grade of 150 silver-equivalent grams per tonne. The estimation domain wireframes targeted 2-meter minimum thickness during modeling, which considers likely mining dilution. The summarized tonnage and grades are in situ and not reported, nor diluted, within any mineable stope optimization volumes. (4) Cut-off grade calculations considered a mining cost of $75.00 per tonne, a processing and tailings cost of $20.00 per tonne, general and administrative expenses of $10.00 per tonne, treatment and refining charges of $1.00 per ounce, freight and marketing costs of $1.00 per ounce, a silver price of $32.00 per ounce and a gold price of $2,750.00 per ounce, variable metallurgical recoveries based on available data (silver recovery of 94% from an overall average of testwork to November 24, 2025) and silver payability of 97.5%. (5) All quantities are rounded to the appropriate number of significant figures; consequently, totals and sums presented in this prospectus may not add up due to rounding. (6) Silver-equivalent calculations assumed a silver price of $32.00 per ounce and gold price of $2,750.00 per ounce, independent of potentially variable metallurgical recovery by metal, as recovery is assumed to be equal for both silver and gold for purposes of calculating silver-equivalent values. (7) Inferred Mineral Resources are considered geologically speculative and are based on limited geological evidence and sampling. High geological uncertainty prevents the application of technical and economic factors to evaluate economic viability. ### The Sinda Property The scientific and technical information contained herein with respect to the Sinda Property, including the Mineral Resource estimate, was derived from the Sinda Technical Report Summary. See “Notice Regarding Mineral Disclosure” and “Qualified Person Statement.” ### Location of the Sinda Property and Access The Sinda Property currently spans approximately 6,232 contiguous hectares in Mexico’s epithermal silver belt. The Sinda Property is centered on North 2,290,000 latitude, East 303,000 longitude under the Universal Transverse Mercator system. The Sinda Property is located in central Mexico near the colonial city of San Miguel de Allende in the state of Guanajuato, 24 miles (38 kilometers) north of the town of Celaya and 9 miles (15 kilometers) west of 81 --- Comonfort. It is approximately 180 miles (290 kilometers) northwest of Mexico City and 28 miles (45 kilometers) southeast of the Guanajuato Mining District, in close proximity to several of the world’s largest and historically most productive silver deposits and mines. The Sinda Property is connected by paved roads to federal and state highways, and is in close proximity to (i) the Mexican cargo rail system, SIPSA Bajío Rail Terminal (approximately 9 miles (15 kilometers) to the Sinda Property), (ii) the colonial city of San Miguel de Allende (approximately 22 miles (35 kilometers) to the Sinda Property), (iii) two international airports: Guanajuato International Airport (approximately 75 miles (121 kilometers) to the northwest) and Querétaro International Airport (approximately 64 miles (103 kilometers) to the east), and (iv) container port terminals on both the Pacific coast, Manzanillo (approximately 393 miles (625 kilometers) to the southwest), and Atlantic coast, Veracruz (approximately 393 miles (633 kilometers) to the southeast). The accessibility of the region has led to growth in industrial manufacturing, especially the automotive sector, as an important economic segment. Access to and from the Sinda Property is relatively simple and approachable from several alternate routes. From the city of Celaya, the Sinda Property has vehicle access via Mexico 51 multi-lane highway to the north toward Comonfort. From Comonfort, a paved road is followed west for approximately 10 miles (16 kilometers) to reach the community of Delgado de Arriba and the Sinda Property. The driving time from the city of Celaya to the Sinda Property is approximately one hour. Within the Sinda Property, an extensive network of graded dirt and gravel roads provide four-wheeled drive vehicle access to most areas. Local skilled labor is available in the region and mining forms a significant portion of the regional economy. Most of the Company’s current technician labor force are from the local Delgado de Arriba community near the Sinda Property. Professional teams, consisting of geologists and engineers, are sourced in-country and travel to site on rotations. Professionals on rotation reside in local company housing in nearby San Miguel de Allende during overlapping, rotating work schedules (i.e., 20 days on / 10 days off). Sinda Mine Location Map(1) (1) Significant Mexican silver-gold mines noted by pickaxes. 82 --- ### Ownership and Properties In 2015, Golden Minerals Company (“Golden Minerals”) completed five drillholes totaling 2,679 meters at the Sinda Property. On August 30, 2018, pursuant to an assignment agreement dated August 8, 2016, Minera Cordilleras, a subsidiary of Golden Minerals, assigned to SNDA Exploración title to the Celaya-01 Concession, Santiago de Compostela Concession and Ampliación Santiago de Compostela Concession and the exploration and exploitation rights on the El Milagro Concession. On December 14, 2020, Gustavo Rebora González and Eutimio Guerra de la Cruz, two individual concession holders, entered into an assignment agreement with SNDA Exploración, pursuant to which they transferred the La Paloma Concession to us. Limited exploration programs and no development work were conducted by historical metal mine operators prior to our ownership. There are also no known historical Mineral Resource estimates for the Sinda Property prior to our ownership. Additionally, no previous artisanal metal mining operations are known to have occurred at the Sinda Property. Small-volume, near-surface kaolin clay pits are scattered throughout the boundaries of the Sinda Property and are not considered material, as production was limited in depth and did not impact the precious and base metal mineralization. Mining Concessions We hold title to, or have been assigned exploration and exploitation rights on, five contiguous mining concessions covering 6,232 hectares. These concessions have terms expiring between 2051 and 2058, and are each renewable for an additional term of at least 25 years, subject to compliance with applicable legal requirements, providing long-term security for our operations. The following table sets out these five mining concessions and their terms: ### Mining Concession Summary | No. | Lot | Holder | Surface (ha) | Title | Type of Concession | Term | Location | | --- | --- | --- | --- | --- | --- | --- | --- | | 1 | Celaya-01 | SNDA Exploración | 5,566.74 | 232724 | Mining | October 14, 2058 | Santa Cruz de Juventino Rosas, Guanajuato | | 2 | Santiago de Compostela | SNDA Exploración | 198 | 219174 | Mining | February 13, 2053 | Santa Cruz de Juventino Rosas, Guanajuato | | 3 | Ampliación Santiago de Compostela | SNDA Exploración | 41.9925 | 214657 | Mining | October 25, 2051 | Santa Cruz de Juventino Rosas, Guanajuato | | 4 | El Milagro | Ejido “Delgado Primera Dotacíon”(1) | 400 | 239753 | Mining | January 27, 2053 | Comonfort, Guanajuato | | 5 | La Paloma | SNDA Exploración | 24.9228 | 219235 | Mining | February 19, 2053 | Comonfort, Guanajuato | (1) SNDA Exploración holds exploration and exploitation rights on the El Milagro Concession subject to the terms of the El Milagro Contract. 83 --- A plan map of the Sinda Property boundary and concessions by type is provided below: ### Sinda Property Land Tenure Map 84 --- Surface ownership for the mining concessions is a mix of private and Ejido-controlled land. Certain of our concessions are subject to royalties that are payable to parties from whom mineral rights were acquired and/or leased. SNDA Exploración holds exploration and exploitation rights on the El Milagro Concession subject to the terms of the El Milagro Contract, which establishes an NSR Royalty to the Ejido Delgado of 1.5% on payable metals derived from future production specifically from the El Milagro Concession. This NSR Royalty becomes effective only upon commencement of commercial production, and therefore no NSR Royalty payments are currently due. We also maintain valid surface access agreements with several ejidos and private landowners that control areas required for exploration, including Delgado de Abajo, Delgado de Arriba, Palmillas de San Juan and Rincón de Centeno. These surface access agreements provide access for drilling, temporary works, underground decline and improvements to existing roads. Discussions for additional surface access agreements with nearby communities are expected to continue as part of the ongoing exploration program. VHG Servicios Legales, S.C. was retained by us to perform due diligence focused on determining the current legal status, ownership and validity of five mining concessions forming the Sinda Property. The legal title opinion was reported by VHG Servicios Legales, S.C. on August 13, 2021. Additionally, in December 2025, DBR Abogados, S.C. prepared an updated legal title opinion. According to the legal title opinion by DBR Abogados, S.C., there are no liens, encumbrances or judicial or administrative proceedings in the Public Registry of Mining affecting the validity, continuity or enforceability of the concessions, other than the NSR Royalty payment related to the El Milagro Concession described above. The Celaya-01 Concession and El Milagro Concession partially overlap with the Presa Neutla Natural Protected Area. This overlap does not affect the validity of the concessions. We are evaluating the administrative subdivision of these polygons to isolate the overlapping areas, ensuring that any future regulatory considerations apply solely to those portions and not to the remainder of the concession package. ### Climate, Topography and Infrastructure The Sinda Property has an elevation varying from 6,070 to 6,726 feet (1,850 and 2,050 meters) above sea level. The general physiography of the Sinda Property is characterized as gently undulating terrain. Low sloping rocky hills are transected by relatively flat broad valleys that are utilized for farming activities. Vegetation consists mainly of cacti, dispersed trees, such as mesquite, and desert grasses among planted fields and pastures. Guanajuato is a fertile agricultural state and small local farms produce corn, onions, agave and other vegetable crops for local distribution. Additionally, goats, cattle and poultry are raised locally. Field operations at the Sinda Property occur throughout the year and there is no seasonal limitation on operations. Climatic conditions do not adversely impact exploration activities at the Sinda Property. The average annual temperature is 18.5"C. Winter lows rarely reach less than 10"C with only occasional frosts. Most of the annual rainfall occurs in the summer, between June and September, when the average monthly rainfall is 5.1 inches. Average monthly rainfall from October to May is 0.8 inches. Due to the semi-arid climate, drainages at the Sinda Property are ephemeral and rarely contain water in the dry season or between significant summer rain events. Water for the Sinda Property is currently sourced from local community groundwater wells. Supply is adequate for potable and non-potable uses that support the current exploration stage activities. The Mexican governmental power utility Comisión Federal de Electricidad supplies most of the country’s power. The Sinda Property has reliable power from the national grid, supplied by a national utility transmission line. ### Geological Setting The Sinda Property lies within and near the boundary of the Mesa Central physiographic province where it joins the easterly-trending Trans-Mexican Volcanic Belt, about 155 miles (250 kilometers) northwest of Mexico City. The Mesa Central physiographic province is an elevated plateau of Cenozoic volcanic and volcaniclastic rock (66 mega annum to present) located in central Mexico. It is bounded to the north and east by the Sierra Madre Oriental, to the west by the Sierra Madre Occidental and to the south by the Trans-Mexican Volcanic Belt. Rocks within the Mesa Central physiographic province consist of a Paleocene to Pliocene sequence of dacite-rhyolite, andesite and basalt flows and tuffaceous units, with related intrusive bodies and intercalated local basin fill deposits of coarse sandstones and conglomerates. This Cenozoic volcanic-sedimentary sequence unconformably overlies an allochthonous package of deformed and weakly metamorphosed Late Jurassic through Cretaceous marine mafic volcanic and turbidite sediments. 85 --- The Sinda Property is 28 miles (45 kilometers) southeast of the Guanajuato Mining District. The Guanajuato Mining District is situated within the Sierra de Santa Rosa, a northwest-trending (N45"W) anticlinal structure approximately 62 miles (100 kilometers) long and 12 miles (20 kilometers) wide. The Guanajuato Mining District, a globally significant epithermal camp, is estimated to have produced over one billion ounces of silver and five million ounces of gold from three north-west trending vein systems. The Sierra, Veta Madre and La Luz precious metal veins in the Guanajuato Mining District were dated at 27.4 mega annum. As the vein orientations, mineralogy and host rocks are similar in the Guanajuato Mining District and the Sinda Property, many geologists have concluded that the veins at the Sinda Property are likely southeast continuations along strike of the Guanajuato veins. We estimate that the deposit at the Sinda Property has a similar age of mineralization as the veins in the Guanajuato Mining District. The Sinda Property is underlain by weakly to intensely folded and faulted Jurassic-Cretaceous marine sediments and interbedded subaqueous mafic lava flows (252 mega annum to 66 mega annum) of the Esperanza Formation. These same host rocks represent approximately two-thirds of precious metal production within the nearby Guanajuato Mining District. The basal sequence is cut by a variety of intrusive dikes and sills, ranging in composition from lesser monzonitic to a significant dioritic component. A rhyolitic dome is evident in the southern portion of the area. The more felsic monzonite intrusions are believed to be Tertiary in age and related to the dome, while the more mafic and somewhat metamorphosed diorite intrusions are believed to be Jurassic-Cretaceous in age, like the underlying metasediments and volcanic rocks. The mineralization at the Sinda Property is hosted in classically zoned, low-sulfidation epithermal veining within the Jurassic Cretaceous metasediments and volcanic rocks. The veins at the Sinda Property have poor surface exposure with most veins visible only as short (less than 33 feet (10 meters) long) outcrops of narrow veinlets (less than 4 inches (10 centimeters) wide) that rarely reach 1.7 feet (0.5 meters) thick. The veins on surface (6,234 to 6,430 feet (1,900 to 1,960 meters) above sea level) present consistently as grey chalcedony, often crudely banded with coarse crystalline calcite, and often display quartz pseudomorphs after calcite. Iron oxides are absent to rare on outcrops and assay values are not typically remarkable. However, in the interval between the elevations of 5,085 to 3,937 feet (1,550 to about 1,200 meters) above sea level, the vein mineralogy changes to gangue minerals of chalcedony, minor adularia, calcite and amethystine quartz, fluorite and locally (especially in deeper holes) arsenopyrite and marcasite. Minerals of economic significance are acanthite/argentite, aguilarite, proustite, polybasite and gold, with minor galena, sphalerite, chalcopyrite and native silver. Veins show well-developed banded “ginguru” textures in the high-grade drill core intervals. ### Exploration The Sinda Property is without known Mineral Reserves and the proposed program is exploratory in nature. The primary method of exploration at the Sinda Property has been drilling. Historic exploration by Golden Minerals commenced in 2012 with large-scale regional mapping and culminated in the drilling of five diamond drill holes. Such exploration demonstrated that anomalous mineralization was present at depth, even though surface sample assays were known to be typically barren. Beginning in 2016, we initiated prospecting efforts to recognize and assess potential Mineral Resources in the area of the Sinda Property. Exploration commenced in earnest in 2016 with surface mapping of the entire concession. On surface, outcrops of the veins at the Sinda Property are ubiquitously barren to low grade. Out of over 900 surface samples obtained during early exploration, only five grab samples reported values greater than 1 gram of gold per tonne and only two samples assayed more than 100 grams of silver per tonne. The remaining surface samples of veins reported assay results below laboratory detection limits for gold and silver. Due to the paucity of outcrops and low geochemical trace element results, it was not deemed prudent to use trenching and/or geophysics to help outline target zones. Thus, exploration progressed immediately to a drilling program. Veins that carry potentially mineable mineralization at depth are wider and often reach “bonanza” grades over shorter intervals. In the most consistently mineralized interval at the Sinda Property (the “Favorable Interval”), silica, mostly as micro-crystalline quartz, becomes more dominant than calcite, precious metal grades are elevated and base metals are minor (usually less than 1% lead and zinc total). Base metal content increases with depth in the veins below the Favorable Interval, often without the strong silver and gold values occurring above the base metal horizon. 86 --- Within the Favorable Interval, the average vein true thickness varies from 6.6 to 19.7 feet (2 to 6 meters) and ranges from discrete veins of 1.6 feet (0.5 meters) or less, up to wider zones comprised of multiple discrete veins as wide as 24.6 feet (7.5 meters). The overall average true thickness of veins identified as of November 24, 2025 with potentially economic grades is approximately 8.2 feet (2.5 meters). For each vein drilled as of November 24, 2025 that has been mapped on surface, numerous additional, subparallel veins have been encountered during drilling that do not crop out. These “blind” veins are not visible on the surface. Overall averages of the drill results have shown about four blind veins for each mapped vein, which equates to potentially five individual structures per vein noted in surface mapping. Drilling data indicate approximately half of these blind veins are mineralized above potential mining cut-off grades at a minimum of 6.6 feet (2 meters) true thickness. As of November 24, 2025, our geologists have recognized 135 individual veins that can be identified by mapping or are blind veins encountered in drilling. In total, as of November 24, 2025, we have identified an estimated 113 miles (182 kilometers) of veins, but currently only 38% (42.8 miles (69 kilometers)) of that total strike length has been drill-tested. ### Drilling In 2015, Golden Minerals completed five diamond drill holes totaling 8,789 feet (2,679 meters) at the Sinda Property. Four of the initial drill holes were too short to encounter the Favorable Interval, and thus had no intersections that were above potential mining cut-off grades. The fifth drillhole was deeper and at 2,297 feet (700-meter) depth downhole encountered a vein with a resource grade of 403 silver-equivalent grams per tonne over a true thickness of 6.6 feet (2 meters). All drilling campaigns at the Sinda Property since 2017 have been completed by us. The fourth drill hole completed in 2017 intersected positive results. Drill hole CE-17-004 intersected 7.9 feet (2.4 meters) true thickness with a resource grade of 405 silver-equivalent grams per tonne and a deeper blind vein of 8.2 feet (2.5 meters) with a resource grade of 305 silver-equivalent grams per tonne. These intersections were followed by drill hole CE-17-005, which intersected 12.9 feet (3.9 meters) true thickness with a resource grade of 1,435 silver-equivalent grams per tonne. The initial drill testing helped define the top and bottom of the Favorable Interval at the Sinda Property, and subsequent drill holes had a high rate of successful vein intersections. Subsequently, we increased the number of drill rigs to test as many of the veins as possible and are continuing to drill across the Sinda Property. See “Prospectus Summary—Recent Developments and Near-Term Exploration Plan.” Between the commencement of drilling in 2015 and January 11, 2023, a total of 762,867 feet (232,522 meters) from 221 drill holes were completed at the Sinda Property. Within the Caracol area (which consists of the Dolores, Morita, Santiago, Lara and Adriana vein systems) and the Agaves area (which consists of the Agaves vein system) that are constrained within three dimensional wireframe domains at the Sinda Property (collectively, the “Mineral Resource Area”), a subset of 178 sampled drill holes defined the estimation domains with a total of 24,275 feet (7,399.1 meters) of assayed intercepts crossing the modeled vein wireframes. In total, 1,760 individual vein width composites were used to define 112 vein wireframes in the Mineral Resource Area. 39 drill holes explored additional potential vein systems that do not define any current estimation domains. No previous artisanal metal mining operations or additional historical drilling campaigns are known to have occurred at the Sinda Property. ### Sinda Property Mineralogy The deposits at the Sinda Property are comprised of multiple low-sulfidation epithermal vein systems with high-grade silver and gold mineralization, along with accessory copper, lead and zinc. We believe the Sinda Property is an extension of the precious metal veins in the Guanajuato Mining District, which hosts many silver-rich, polymetallic mines exploiting epithermal veins. A strong vertical zoning, common to many epithermal districts, is well-displayed at the Sinda Property with the Favorable Interval topping out at about 1,476 feet (450 meters) below the surface and extending down dip for 820 to 1,148 feet (250 to 350 meters). Above the Favorable Interval, the veins are thinner, silica is present mostly as chalcedony, calcite is more abundant than chalcedony, and well mineralized vein intercepts are exceptionally rare. At depth within the Favorable Interval, not all vein intercepts are above a reasonable cut-off grade with only approximately half of the veins encountered assaying above 200 silver-equivalent grams per tonne over a minimum 6.6 feet (2 meters) true thickness. 87 --- The mineralogy indicates that the veins are primarily quartz hosted (66%) with muscovite/illite (13%), feldspars (8%), carbonates (5%) and variable amounts of sulfides between 3.5% and 9% (average 4.5%). Sulfide mineralogy includes sphalerite, galena, pyrite and trace chalcopyrite and arsenopyrite. Silver and gold both occur in solid solution in pyrite, sphalerite, arsenopyrite and galena. Silver minerals include polybasite, acanthite, aguilarite and fine inclusions of silver associated with pyrite. A deportment study was conducted for both silver and gold to determine both the form of their occurrence and their variability among the veins. The study results show that about 92% of the silver and 95% of the gold occurs as discrete minerals with the remainder occurring as solid solution in sulfides. The high proportion of discrete minerals indicates that the material is likely amenable to either flotation or cyanidation processing options. ### Sampling, Analysis and Data Verification Mechanical preparation of the samples is a critical activity given the importance of sample homogenization and representativity in high-grade epithermal precious metal veins. The purpose of preparation is to produce a homogeneous sub-sample that is representative of the sampled drill core interval. Upon receipt, samples are organized by the laboratory with respect to the sample dispatch sheet, entered in the laboratory information management system and labeled with a barcoded sample identification tag. Then, samples go through the standard preparation procedure at the ALS Global (“ALS”) laboratory. If the samples are excessively wet, they may require time in ambient drying ovens at the laboratory. Samples are weighed and ground to 70% passing less than 0.1 inches (2 millimeters) and finally pulverized to an 85% less than 75 microns fraction. Samples are divided evenly with a riffle splitter and placed in a paper pulp envelope. A reject sample is extracted from the grinding stage and stored in the original plastic sample bag on pallets at the laboratory warehouse to later be taken back to the Sinda Property for storage. The pulp envelopes obtained from the pulverizing stage are boxed by drill hole and shipped to ALS in Vancouver, Canada for chemical analysis. All analytical samples for drill core and surface grab samples from the Sinda Property were prepared consistently and analyzed with the same assay procedures. Most samples were prepared at ALS preparation laboratory in Zacatecas, Mexico and analyzed chemically at ALS assay laboratory in Vancouver, Canada. The ALS facilities are ISO 9001:2015 certified and ISO/IEC 17025:2017 accredited methods in North America. Samples were sent to Bureau Veritas (“BV”) for assay in two separate phases: the first time in early 2020 to late 2020 due to temporary closure of ALS facilities, and the second time in late 2021 to late 2022. These samples were prepared in the Durango, Mexico preparation facility, and were analyzed in both Hermosillo, Mexico (fire assays) and Vancouver, Canada (multielement assays). Additionally, certain check assay samples have been sent to BV for third-party analytical control of the main ALS laboratory results. The BV laboratory has ISO/IEC 17025:2017 accreditation. Both ALS and BV laboratories are third-party, commercial geochemical laboratories that operate independently of us. All samples were assayed at these certified, third-party laboratories. The type of analysis performed on the samples considered the elements being detected and the detection limits and over-limits of each method for the elements of economic interest (silver and gold) and those for determination of geochemical characteristics (including copper, lead, zinc and arsenic). The type of analysis performed on the samples depended on the targeted data requirements, and not all sample batches had the full analytical suite completed. The main ALS laboratory method codes correspond to the majority of completed assay analyses and are substantially similar to limited analyses completed at the BV laboratories. Drill hole sampling was conducted by us and followed industry accepted methods for QA/QC, including the reported use of standards, blanks and duplicate samples. SRK reviewed the obtained QA/QC data to ensure the quality of information was acceptable for Mineral Resource estimation. The SRK review indicated reliability of the key economic variables of gold and silver based on Certified Reference Material standards, blanks, duplicates and check assays. Future campaigns can be improved with additional third-party check assays and the development of formal written QA/QC protocols. Additionally, a greater number of higher-grade values should be tested in future duplicate and umpire sampling programs to increase the population of results above likely mining cut-off grades. Further evaluation (using wedge drilling) is recommended to continue to study short-range grade variability. 88 --- The security, sample preparation and analytical procedures have been audited by SRK and are consistent with generally accepted industry standards. In the opinion of SRK, the QA/QC program reported by us is adequate for an acceptable level of confidence in analytical data for the reporting of Mineral Resources as per the standards required by S-K 1300. Additionally, SRK independently reviewed the core sampling, cutting, logging, sample preparation, security and laboratory analytical procedures followed at the Sinda Property during its site visit from July 26 through July 28, 2021. The exploration and sampling protocols practiced by us are consistent with or exceed generally accepted industry practice and are deemed adequate for the project stage. SRK also independently verified a subset of the database in comparison to original data sources with negligible identified errors. In the opinion of SRK, the drilling data as reported by us are sufficiently accurate and reliable to inform the Mineral Resource estimation of the Sinda Property. ### Mineral Resource Estimates A Mineral Resources statement and a classification of resources in the Sinda Technical Report Summary were prepared in accordance with the definitions for Mineral Resources in S-K 1300, which are consistent with current industry and global regulatory practices and standards, as embodied by the Committee for Reserves International Reporting Standards. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resources will be converted into Mineral Reserves in the future. The Mineral Resource estimates contained in this prospectus may be materially affected by changes to the geological, geotechnical and geometallurgical models, infill drilling to convert material to a higher classification, drilling to test for extensions to known Mineral Resources, collection of additional bulk density data and significant changes to commodity prices, and by environmental permitting, legal, title, taxation, socio-political, marketing or other relevant issues. The Mineral Resource estimate in the Sinda Technical Report Summary was completed by SRK, who is independent of us. The effective date of the Mineral Resource estimate is November 24, 2025, and the Company and SRK consider the Mineral Resource estimate to remain current as of December 31, 2025. The Mineral Resource estimate is based on the current drill hole database, discrete vein wireframe domains and current topographic data. The Mineral Resource estimate is supported by drilling and sampling current to a January 11, 2023 database cut-off date. No additional assay data was available after the database cut-off date. The Mineral Resource estimate in the Sinda Technical Report Summary was completed using a geological domain model and resource block model. The Mineral Resource estimate methodology involved the following procedures: (i) database review, (ii) data conditioning (i.e., capping and compositing) for statistical analyses, (iii) block modeling and grade interpolation, (iv) resource validation and classification, (v) assessment of “reasonable prospects for eventual economic extraction” and application of reporting cut-off grade and (vi) preparation of the Mineral Resource statement. The drill hole database we provided consisted of 221 drill holes on the Sinda Property, including more distal exploration drill holes away from the current Mineral Resource estimate focus. Within the Mineral Resource Area, a subset of 178 sampled drill holes defined the estimation domains with a total of 24,275 feet (7,399.1 meters) of sample intercepts crossing the vein wireframes. In total, 1,760 individual vein width composites were used to define 112 vein wireframes in the Mineral Resource Area. Of the intercepts defining the veins, a significant number of unsampled intervals are encountered that total 3,376 feet (1,029 meters), or approximately 13.9% of all vein bounds by sample length. Additionally, one partially assayed drill hole was used in the Mineral Resource estimate, where completed results were available for the remainder of the drill hole. Based on reviews of the database and QA/QC provided, in the opinion of SRK, the assay data is adequately reliable to support Mineral Resource estimates. Mineralization at the Sinda Property is interpreted to be hosted within structurally controlled, moderately dipping epithermal vein systems cutting mostly metasediments and lesser intermediate dikes. The mineralization in the Mineral Resource Area is controlled primarily by the location of six vein systems: Dolores, Morita, Santiago, Lara, Adriana and Agaves. SRK worked with us in defining vein bounds and constructing implicit three dimensional wireframes to capture our geological interpretation of multiple sheeted vein systems with distinct cross-cutting relationships. The Mineral Resources are classified as Indicated Mineral Resources and Inferred Mineral Resources according to S-K 1300 definitions, and reflect the relative confidence of the grade estimates and the continuity of the mineralization. This classification is based on several factors including geological understanding and uncertainty, confidence in the geological continuity of the mineralized structures, drill sample spacing on an individual domain basis, the quality and quantity of fundamental exploration data supporting the estimates, geostatistical confidence in the tonnage and grade 89 --- estimates, data QA/QC and verification to original sources, specific gravity determinations, accuracy of drill collar locations, quality of the assay data, spatial representativity of ore type interpretations and many other factors that influence the confidence of the Mineral Resource estimate. No single factor controls the Mineral Resource classification; rather, each factor influences the result. Inferred Mineral Resource classification is assigned to blocks based on moderate confidence in geology, grade continuity, moderate to low confidence based on estimation quality variables and drill spacing less than 328 feet (100 meters). Similarly, Indicated Mineral Resource classification is assigned to areas that have drilling continuity of less than 164 feet (50 meters). No Measured Mineral Resources are reported for the Sinda Property. These distance criteria were selected based on commentary from our geologists in reference to continuity, as well as SRK’s experience on these systems and their generally demonstrated maximum grade continuity. The classified blocks represent mineralized material within a modeled wireframe volume with relatively wide-spaced data and a geological model supporting the continuity. Indicated Mineral Resources occur only in the Dolores vein system where drilling is more closely spaced with an average distance of 297 feet (90.4 meters) between composites. The Indicated Mineral Resources account for less than 4% of all estimated blocks in the Dolores and Santiago vein systems. Inferred Mineral Resources have an average distance between composites of between 369 and 534 feet (112.4 and 162.8 meters), depending on vein system. The proportion of blocks classified as Inferred Mineral Resources varies from 23.0% to 58.8% of all estimated blocks, depending on vein system. The remainder of estimated blocks are considered more speculative and are not classified as Mineral Resources but are considered to have exploration potential for future drill hole targeting. In the opinion of SRK, the classification for the Mineral Resources reported at the Sinda Property is reasonable for the type of mineralization, deposit morphology and current level of exploration. Mineralization represented by the resource block model was evaluated for reasonable prospects for eventual economic extraction by applying a cut-off grade of 150 silver-equivalent ounces per tonne from underground mining methods, processing costs and other related assumptions disclosed in the Sinda Technical Report Summary. The effective date of the Mineral Resource of November 24, 2025 reflects the recent update to silver-equivalent calculation formulas in the current block model. The underlying block grade estimates are unchanged from the Mineral Resource estimate reported previously for our internal use with an effective date of February 16, 2023. The Mineral Resource estimate was constrained within discrete vein domains interpreted by us based on geology and grade. We targeted 6.6-foot (2-meter) minimum thickness during vein wireframe construction which considers likely mining dilution. To evaluate the potential for underground mining, a silver cut-off grade was calculated as follows: - Cut-off Grade = (Mining cost + Processing & Tailings cost + General & Administrative cost) - ((Silver price – Treatment & Refining Charges – Freight & Marketing) * Silver recovery * Silver payability) Cut-off grade calculations considered a mining cost of $75.00 per tonne, a processing and tailings cost of $20.00 per tonne, general and administrative expenses of $10.00 per tonne, treatment and refining charges of $1.00 per ounce, freight and marketing costs of $1.00 per ounce, a silver price of $32.00 per ounce, silver recovery of 94%, silver payability of 97.5% and mining dilution of 5%. 90 --- The table below summarizes the Mineral Resource estimates at the Sinda Property as of November 24, 2025. Underground Mineral Resource Estimates at Cut-off Grade of 150 Silver-Equivalent Grams per Tonne(1)(2)(3)(4)(5) (As of November 24, 2025) | Classification | Vein | Tonnage (kilotonnes) | Ag Grade (grams per tonne) | Au Grade (grams per tonne) | Ag Eq Grade (grams per tonne)(6) | Contained Ag (koz) | Contained Au (koz) | Contained Ag Eq (koz)(6) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Indicated | Dolores | 711 | 432 | 3.02 | 692 | 9,870 | 69 | 15,797 | | Total Indicated | | 711 | 432 | 3.02 | 692 | 9,870 | 69 | 15,797 | | Inferred(7) | Adriana | 129 | 147 | 0.19 | 163 | 609 | 0.8 | 676 | | | Agaves | 10,250 | 267 | 0.86 | 341 | 87,966 | 283 | 112,320 | | | Dolores | 5,326 | 214 | 1.90 | 377 | 36,610 | 325 | 64,540 | | | Lara | 8,799 | 260 | 1.77 | 412 | 73,557 | 500 | 116,549 | | | Morita | 4,503 | 277 | 1.58 | 413 | 40,064 | 229 | 59,745 | | | Santiago | 737 | 490 | 1.84 | 648 | 11,601 | 44 | 15,351 | | Total Inferred | | 29,743 | 262 | 1.45 | 386 | 250,407 | 1,382 | 369,180 | (1) Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resources will be converted into Mineral Reserves in the future. There has been insufficient exploration to define the Indicated Mineral Resources and Inferred Mineral Resources tabulated above as Measured Mineral Resources. The Mineral Resource estimates contained in this prospectus may be materially affected by changes to the geological, geotechnical and geometallurgical models, infill drilling to convert material to a higher classification, drilling to test for extensions to known Mineral Resources, collection of additional bulk density data and significant changes to commodity prices, and by environmental permitting, legal, title, taxation, socio-political, marketing or other relevant issues. (2) The definitions for Mineral Resources in S-K 1300, which are consistent with the classification scheme under the Committee for Reserves International Reporting Standards, were followed for the classification of Mineral Resources. (3) Mineral Resources with reasonable prospects for economic extraction stated as contained within estimation domains above a cut-off grade of 150 silver-equivalent grams per tonne. The estimation domain wireframes targeted 2-meter minimum thickness during modeling, which considers likely mining dilution. The summarized tonnage and grades are in situ and not reported, nor diluted, within any mineable stope optimization volumes. (4) Cut-off grade calculations considered a mining cost of $75.00 per tonne, a processing and tailings cost of $20.00 per tonne, general and administrative expenses of $10.00 per tonne, treatment and refining charges of $1.00 per ounce, freight and marketing costs of $1.00 per ounce, a silver price of $32.00 per ounce and a gold price of $2,750.00 per ounce, variable metallurgical recoveries based on available data (silver recovery of 94% from an overall average of testwork to November 24, 2025) and silver payability of 97.5%. (5) All quantities are rounded to the appropriate number of significant figures; consequently, totals and sums presented in this prospectus may not add up due to rounding. (6) Silver-equivalent calculations assumed a silver price of $32.00 per ounce and a gold price of $2,750.00 per ounce, independent of potentially variable metallurgical recovery by metal, as recovery is assumed to be equal for both silver and gold for purposes of calculating silver-equivalent values. (7) Inferred Mineral Resources are considered geologically speculative and are based on limited geological evidence and sampling. High geological uncertainty prevents the application of technical and economic factors to evaluate economic viability. ### Exploration Target Estimate The Sinda Property represents an early-stage exploration project hosting multiple silver-gold epithermal vein occurrences. The modeled veins are open along strike and along dip and at depth in certain areas. Additionally, exploration drilling has intersected significant results along vein trends at greater drill spacing distances (e.g., more than 820 feet (250 meters)) from neighboring samples. These zones of the block model outside of the drill hole distance buffers used for the current classification definition are considered Exploration Targets that are separate from the classified Mineral Resources disclosed in the Sinda Technical Report Summary. Currently, estimation results in these areas are considered too speculative to meet the S-K 1300 and Committee for Reserves International Reporting Standards classification definitions due to risks related to lack of data support and unknown mineralization continuity within these sparsely drilled areas of the modeled veins at the Sinda Property. The ranges of potential tonnage and grade of the Exploration Targets are conceptual in nature. There has been insufficient exploration of the relevant property to 91 --- estimate a Mineral Resource with respect to these Exploration Targets. It is uncertain if further exploration will result in the estimation of a Mineral Resource. The Exploration Targets therefore do not represent, and should not be construed to be, an estimate of a Mineral Resource or Mineral Reserve. Exploration Targets could change as the proposed exploration activities are completed. SRK tabulated quantities of conceptual Exploration Targets, exclusive of Mineral Resources, using reasonable techniques for estimating speculative tonnages and grades. These potential quantity and grade ranges are conceptual in nature and insufficient exploration has been conducted to define this material as a Mineral Resource. It is uncertain if further exploration will result in these Exploration Target estimates being delineated as Mineral Resources or converted to Mineral Reserves in the future. SRK cautions that estimates of Exploration Targets are not a defined classification category under the Committee for Reserves International Reporting Standards, are not Mineral Resources and are too speculative to fulfill the definition of Mineral Resources. Tabulation of exploration potential quantities, exclusive of Mineral Resources, is only provided for future exploration planning and internal studies and may change significantly, if and/or when further exploration is conducted. The block model estimates informing the quantity and grade ranges of Exploration Targets are derived from Pass 2, which is the least restrictive search neighborhood, within data-poor areas of the modeled vein domains. For the Exploration Target study, ranges are defined from estimated blocks between cut-off grades of 175 silver-equivalent grams per tonne and 200 silver-equivalent grams per tonne, but outside of the defined Mineral Resources. As of November 24, 2025, the Adriana vein system has indicated relatively low-grade material which is below the defined cut-off grades and therefore is not counted in the Exploration Target quantities. The following tabulations are rounded to reflect the relative risk and low confidence of the approximations based on current drill hole spacing and geological understanding of these areas outside of classified Mineral Resources. For the current known vein systems, the approximate average tonnage and grades of conceptual Exploration Target material range by area as follows: - Agaves – 17,100 to 20,300 kilotonnes of mineralized material, with average resource grades ranging from 320 to 360 grams of silver per tonne, 1.2 to 1.3 grams of gold per tonne and 430 to 470 silver-equivalent grams per tonne - Dolores – 6,300 to 7,000 kilotonnes of mineralized material, with average resource grades ranging from 180 to 190 grams of silver per tonne, 1.7 to 1.8 grams of gold per tonne, and 320 to 340 silver-equivalent grams per tonne - Lara – 3,000 to 3,600 kilotonnes of mineralized material, with average resource grades ranging from 200 to 220 grams of silver per tonne, 1.2 to 1.3 grams of gold per tonne, and 310 to 330 silver-equivalent grams per tonne - Morita – 4,600 to 5,200 kilotonnes of mineralized material, with average resource grades ranging from 270 to 290 grams of silver per tonne, 1.7 to 1.9 grams of gold per tonne, and 420 to 450 silver-equivalent grams per tonne - Santiago – 1,100 to 1,300 kilotonnes of mineralized material, with average resource grades ranging from 440 to 470 grams of silver per tonne, 1.8 to 2.0 grams of gold per tonne, and 590 to 640 silver-equivalent grams per tonne Globally, the conceptual Exploration Targets range from about 32 to 37 million tonnes of mineralized material at grades ranging from 400 to 440 silver-equivalent grams per tonne of mineralized material, which the Company estimates to be equivalent to approximately 452 to 484 million potential incremental silver-equivalent ounces, based on multiplying the high and low ranges of the tonnage by the high and low ranges of the silver-equivalent grade and converting these products from grams to ounces. In the opinion of SRK, the areas encompassing this conceptual material tabulation should be considered as potential for further exploration and a focus of future evaluation work programs with the aim of potentially upgrading a portion of the inventory into Mineral Resources. SRK recommends additional drilling and sampling to determine grade variability and better define the vein domain interpretations in these Exploration Targets as the Project progresses. In addition to the Caracol and Agaves areas, exploration prospecting on the Sinda Property has revealed other potential vein targets. We are continuing to follow-up on local and regional Exploration Targets. Further drilling has the 92 --- potential to develop additional Mineral Resources and increase confidence in existing Mineral Resources. Moreover, additional step-out and regional exploration drilling at the Sinda Property has the potential to discover economic mineralization in areas where no modern exploration has occurred in a prospective area. ### Mineral Processing and Metallurgical Testing The two most recent metallurgical test programs for the Sinda Property were conducted by XPS Expert Process Solutions in 2019 and 2020. The programs were conducted on one master composite and five variability composites from the Caracol area and included mineralogical analyses, comminution test work, flotation studies, “whole-ore” cyanidation and flotation test work followed by cyanidation of the flotation concentrate. The test program is considered suitable for this level of study. ### Processing and Recovery Operations Preliminary metallurgical test work on material from the Caracol area has demonstrated that silver and gold can be most effectively recovered in a flotation concentrator that would produce a silver- and gold-bearing concentrate that would be sent to a smelter for final processing. The process flowsheet would include conventional three-stage crushing, ball mill grinding, rougher flotation, regrinding of the rougher concentrate and three stages of cleaner flotation. ### Environmental Studies and Permitting Numerous environmental permits and approvals are required for our current and future operations. We are currently conducting exploration under a valid preventive report, which was submitted to SEMARNAT in 2024. Adequate drill platforms are permitted under the preventive report to allow us to test the vein systems currently identified, as well as new targets. See “Business—Legal Proceedings.” Exploration within the Presa Neutla Natural Protected Area, located north of the Celaya 2 exploration project, is authorized separately under the Environmental Impact Authorization number GTO.133.1/314/2022, issued by SEMARNAT on June 21, 2022, for the Project Mineral Exploration Celaya Natural Protected Area. See “Risk Factors—Risks Related to Government Regulations and International Operations—Activities carried out in the Presa Neutla Natural Protected Area are subject to heightened and evolving environmental restrictions.” On June 6, 2025, a new Environmental Impact Assessment was submitted to obtain the authorization for new surface drill pads and underground development for exploration drilling. This authorization was issued in March 2026. As the operation of the Sinda Property progresses, we will be required to maintain in force or renew existing or acquire new approvals and permits. Many of these permits are subject to renewal from time to time and can impose strict conditions, requirements or obligations on, or otherwise delay or prohibit, certain activities. See “Risk Factors—Risks Related to Government Regulations and International Operations—We are required to obtain, maintain in force and renew environmental, construction and mining permits, which is often a costly and time-consuming process and may ultimately not be possible.” Mexico’s environmental protection system is based on the General Law of Ecological Equilibrium and the Protection of the Environment (Ley General del Equilibrio Ecológico y la Protección al Ambiente) and its regulations. SEMARNAT is the Mexican federal authority overseeing the environment and natural resources. Internal regulations of SEMARNAT were issued in March 2025 to establish the organization and operation of SEMARNAT, as well as to determine the structure and attributions of its administrative units and decentralized administrative entities. In May 2023, the Mining Law Reforms shortened the new concessions period to 30 years, designating the initial five years for pre-operational activities. It permits a one-time-only 25-year extension if the titleholder has not triggered any causes for cancellation and maintains the necessary operating approvals and permits. After the extension, the concessionaire may participate in a competitive bidding process for the same lot. Additionally, in connection with the Mining Law Reforms, the General Law of Ecological Balance and Environmental Protection was amended to prohibit the granting of mining concessions in natural protected areas. Natural protected areas are designated to conserve biodiversity, maintain ecological processes and services and protect unique natural heritage sites. The Celaya-01 Concession and El Milagro Concession partially overlap with the Presa Neutla Natural Protected Area and expire in 2058 and 2053, respectively. Extensions to such concessions may not be granted to the extent they are within the Presa Neutla Natural Protected Area. 93 --- Despite the initial uncertainty following the Mining Law Reforms, two years of implementation have resulted in a more stable and predictable regulatory environment. SEMARNAT has continued to process and approve Environmental Impact Assessments for both exploration and mining projects, and the Ministry of Economy has reiterated that competitiveness, legal certainty and responsible investment remain national priorities. Recent federal messaging underscores that mining is viewed as a strategic sector for economic development, the energy transition and regional well-being. Industry indicators also point to a gradual recovery in investor confidence, including improved positioning in international benchmarking studies such as the Fraser Institute’s Investment Attractiveness Index. Overall, recent policy signals and permitting performance suggest a clearer, more functional operating framework for responsible mining development in Mexico. ### Sinda Technical Report Summary The Sinda Property represents an early-stage exploration project hosting multiple silver-gold epithermal vein occurrences. The modeled veins are open along strike and along dip and at depth in certain areas. Further infill drilling and additional sampling of completed drill holes has the potential to develop additional Mineral Resources and increase confidence in existing Mineral Resources. Additional step-out and regional exploration drilling at the Sinda Property has the potential to discover economic mineralization in areas where no modern exploration has occurred in a prospective area. Readers are cautioned that the Sinda Technical Report Summary discusses Exploration Targets. The ranges of potential tonnage and grade (or quality) of the Exploration Targets are conceptual in nature. There has been insufficient exploration of the relevant property or properties to estimate a Mineral Resource, and it is uncertain if further exploration will result in the estimation of a Mineral Resource. The Exploration Targets therefore do not represent, and should not be construed to be, an estimate of Mineral Resources or Mineral Reserves. ### Exploration and Development Since acquiring the Sinda Property, we have successfully completed the following significant exploration and development activities at the Sinda Property: - 229,843 meters of drilling from 216 drill holes (from 2017 through January 11, 2023); - metallurgical test work on the Caracol and Agaves areas, including mineralogical analyses, comminution test work, flotation studies, “whole-ore” cyanidation and flotation test work followed by cyanidation of the flotation concentrate; - acquired additional surface rights by entering into 103 short-term surface access agreements (with durations of five to seven years) covering a surface of approximately 2,823 hectares and eight long-term surface access and lease agreements (with durations of 28 years) covering a surface of approximately 40 hectares, each with the relevant Ejidos and/or landholders, within the Sinda Property; - acquired two warehouses to log, analyze and store drill core including a modern 54,250 square foot facility near Comonfort, Guanajuato (about 9 miles (15 kilometers) east of the Sinda Property); - initiated the Phase 1 Surface Drill Program (as described under “—Recent Developments and Near-Term Exploration Plan”); and - completed the Sinda Technical Report Summary in accordance with S-K 1300. We intend to use available cash, including the $307.6 million net proceeds from our initial public offering and the Concurrent Placement, together with cash from other financing sources, to continue surface exploration and infill drilling, underground exploration and infill drilling and associated underground development, in parallel with engineering and technical studies, including potential economic assessments such as an Initial Assessment and Pre-Feasibility Study in accordance with S-K 1300. ### Quality Control We generally follow industry-accepted methods for quality assurance and quality control (“QA/QC”) with regard to exploration drilling, sampling and assay procedures. No historical significant negative issues have been identified at the Sinda Property. 94 --- SRK’s review indicated reliability of the key economic variables of gold and silver based on certified reference material standards, blanks, duplicates and check assays. Future campaigns can be improved with additional third-party check assays and the development of formal written QA/QC protocols. Additionally, a greater number of higher-grade values should be tested in future duplicate and umpire sampling programs to increase the population of results above likely mining cut-off grades. Further evaluation (using wedge drilling) is recommended to continue to study short-range grade variability. The security, sample preparation and analytical procedures have been audited by SRK and are consistent with generally accepted industry standards. It is the opinion of SRK that the QA/QC program reported by us is adequate for an acceptable level of confidence in analytical data for the reporting of Mineral Resources as per S-K 1300 guidelines. ### Competition The mining industry is very competitive. We compete in efforts to obtain financing to explore and develop the Sinda Property with other silver exploration and mining companies operating in Mexico, such as Fresnillo plc (LSE: FRES), First Majestic Silver Corp. (NYSE: AG), Guanajuato Silver Company Ltd. (TSXV: GSVR), Visla Silver Corp. (NYSE: VZLA), Endeavour Silver Corp. (NYSE: EXK), Pan American Silver Corp. (NYSE: PAAS) and Coeur Mining, Inc. (NYSE: CDE), as well as other mineral miners. Many of these companies are larger, more established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment and/or a greater ability than us to withstand losses. Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than we can. In addition, we also encounter competition for the hiring of key personnel. The mining industry is currently facing a shortage of experienced mining professionals, particularly with respect to personnel experienced in mine construction and mine management. This competition affects our operations. Larger regional companies may offer better employment terms as compared to smaller companies such as us. We also compete for mine service companies, such as project coordinators and drilling companies. Potential suppliers may choose to provide better terms and scheduling to larger companies in the industry due to the scale and scope of their operations. ### Environmental, Social, Health and Safety Matters We are subject to stringent and complex environmental, social and health and safety laws, regulations and permits in the various jurisdictions in which we operate. Compliance with the requirements of these laws, regulations and permits is important to our success as our operations involve, or may in the future involve, among other things, the removal, extraction and processing of natural resources, emission and discharge of materials into the environment, remediation of soil and groundwater contamination, social obligations, workplace health and safety, reclamation and closure of waste impoundments and other properties, and handling, storage, transport and disposal of wastes and hazardous materials. Compliance with these laws, regulations and permits can require substantial capital or operating costs or otherwise delay, limit or prohibit our development or future operation of our properties. These laws, regulations and permits, and the enforcement and interpretation thereof, change frequently and generally have become more stringent over time. If we violate these environmental requirements, we could be subject to enforcement actions seeking injunctive relief, fines or other administrative sanctions, including the suspension or revocation of permits and temporary or permanent closure. Pursuant to such requirements, we also may be subject to inspections or reviews by governmental authorities. ### Permits and Approvals Our operations require environmental and other governmental permits which can be difficult, expensive and time-consuming to obtain and maintain compliance with the obligations established therein, and for which review timelines and conditions have become increasingly uncertain. We believe we have obtained all material permits required for our current surface and underground exploration and infill drilling activities at the Sinda Property. However, we will need to maintain these permits in force, timely file renewal applications and comply with all the obligations established therein. In addition, we have not yet obtained the environmental and construction permits that would be required to construct and operate a mine and commence production on the Sinda Property. Such permits and approvals may include, depending on the nature and scope of activities, environmental impact authorizations, forestry land-use change authorization, drilling and exploration notices, water-use and discharge concessions, hazardous waste 95 --- registrations, explosives handling permits and applicable municipal or state authorizations on environmental, urban development or civil protection matters. Environmental operating permits are subject to modification, renewal and revocation and can require us to make capital, maintenance and operational expenditures to comply with the applicable requirements. We may be required to conduct environmental, water-use and social-impact studies and collect and present to governmental authorities data pertaining to the potential impact that our current or future operations may have upon the environment and surrounding communities in connection with our existing permits or to secure the issuance of new permits for new activities and/or changes to (including any expansion of) operations. There can be no assurance that we will be able to obtain and renew the permits needed for operations in a timely manner and on terms and conditions that are acceptable and consistent with our business plans. Our permits impose a number of obligations on us, including record-keeping and reporting requirements, specific operational practices to minimize spills and accidents, limitations on the emission and discharge of pollutants, and monitoring activities. We could incur significant costs in the future to maintain compliance with these requirements. See “Risk Factors—Risks Related to Government Regulations and International Operations—We are required to obtain, maintain and renew environmental, construction and mining permits, which is often a costly and time-consuming process and may ultimately not be possible.” ### Hazardous Substances and Waste Management We could be liable under applicable environmental laws for environmental contamination at or from our or our predecessors’ currently or formerly owned or operated properties or third-party waste disposal sites. Certain environmental laws impose joint and several or strict liability for releases of hazardous substances at such properties or sites, without regard to fault or the legality of the original conduct. In addition, administrative and, in some cases, criminal liability may be imposed for non-compliance with permits, reporting and remediation obligations. A generator of waste can be held responsible under applicable environmental laws for contamination resulting from the management or disposal of such waste at any off-site location (such as a landfill), regardless of whether the generator arranged for the treatment or disposal of the waste in compliance with applicable laws. Costs associated with liability for removal or remediation of contamination or damage to natural resources could be substantial, and liability under these laws may attach without regard to whether the responsible party knew of, or was responsible for, the presence of the contaminants. In addition to potentially significant investigation and remediation costs, such matters can give rise to claims or proceedings by governmental authorities and other third parties for fines or penalties, natural resource damages, personal injury, and property damage. Our waste management practices are subject to permitting, recordkeeping, training and contingency planning requirements, and any deficiencies could materially increase our costs and liabilities. On January 19, 2026, Mexico published the General Law on Circular Economy in the Federal Official Gazette of Mexico, with an effective date of January 20, 2026. The law embeds circularity criteria across value chains, contemplates the establishment of sector-by-sector Extended Producer Responsibility schemes through future implementation agreements, and requires the registration and oversight of circular management plans for producers and importers, with verification and sanctions enforced under the General Law of Ecological Balance and Environmental Protection. Although mining activity is not typically considered a “producer” in the traditional sense of consumer goods, mining units are significant and complex generators of waste—including tailings, waste rock, hazardous waste associated with chemical inputs, lubricants, batteries and containers—that must align with principles of circularity, source separation, traceability and maximized material recovery and valorization under the reformed General Law for the Prevention and Integral Management of Wastes. We do not expect to produce any tailings during the exploration period. If the Sinda Property were to be developed into a producing mine in the future, mining and processing activities could generate tailings. At this stage, however, no mining method, processing method, tailings management strategy, or tailings storage facility design or location has been evaluated or selected. Any determination regarding tailings management would depend on the completion of future technical and economic studies and the approval of a mine plan, none of which currently exists. The design, construction, operation, monitoring and closure of any tailings storage facility will be subject to applicable Mexican environmental, mining and safety regulations and permit conditions, including requirements relating to stability, water management and long-term monitoring. If a mine were to be developed in the future, waste rock management requirements would depend on the mining method, production rates and site layout ultimately selected. No waste rock storage facilities or management strategies have been designed or evaluated at this stage. 96 --- In the future, we will be required under applicable mining and environmental regulations to maintain financial assurances for certain future closure obligations, including closure obligations with respect to the future tailings storage facilities at the Sinda Property. ### Mine and Occupational Health and Safety Laws We are subject to regulation by the Political Constitution of the United Mexican States, and we are also subject to various other laws in Mexico, including the Mining Law (Ley de Minería), the General Waters Law (Ley General de Aguas), the National Waters Law (Ley de Aguas Nacionales), the Federal Labor Law (Ley Federal del Trabajo), the Federal Law of Firearms and Explosives (Ley Federal de Armas de Fuego y Explosivos), the General Law on Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente) and the applicable Official Mexican Standards (Normas Oficiales Mexicanas) on occupational health and safety. Mining, environmental, labor and occupational health and safety authorities may inspect our operations on a regular or unannounced basis and issue citations, corrective measures or orders when they believe a violation has occurred under the relevant statutes. Regulations and the results of inspections may have a significant effect on our operating and capital costs in the future. Violations of such requirements may occur, which could result in additional costs. Compliance with these requirements includes the implementation of occupational health and safety programs, training, monitoring and reporting obligations, and failure to comply could result in fines, corrective measures or temporary suspension of activities. ### Other Environmental Laws We are required to comply with numerous other environmental laws, regulations and permits in addition to those previously discussed. These additional requirements include, for example, the General Law on Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente) and its regulations, the Federal Environmental Liability Law (Ley Federal de Responsabilidad Ambiental), the National Waters Law (Ley de Aguas Nacionales) and its regulations, the General Sustainable Forest Development Law (Ley General de Desarrollo Forestal Sustentable) and its regulations, the General Law on Climate Change (Ley General de Cambio Climático), the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos), the General Law on Circular Economy (Ley General de Economía Circular) and various federal or state permits regulating road construction and drilling at the Sinda Property. Further, under certain circumstances, Mexican environmental laws and regulations permit private citizens, communities and certain civil organizations to initiate administrative complaints, collective actions or other proceedings to seek enforcement of those laws and regulations. Such mechanisms may include administrative complaints before PROFEPA, collective actions (acciones colectivas) and constitutional challenges (amparos), which can result in injunctions, project delays, fines, remediation orders, partial or total shutdowns, and claims for environmental damages under the Federal Environmental Liability Law. Authorities may also impose corrective measures, increase monitoring obligations or suspend activities pending compliance. We endeavor to conduct our mining operations in compliance with all applicable federal, state, and local laws and regulations. However, due to the extensive, evolving and increasingly enforced regulatory requirements applicable to mining activities in Mexico, violations or alleged violations may occur from time to time. Inspections by SEMARNAT, PROFEPA, CONAGUA and state or municipal authorities can occur without prior notice; findings may lead to significant penalties, requirements to implement additional controls, or revocation, modification or non-renewal of permits. Changes in laws, regulations, technical standards or enforcement priorities may increase our compliance costs, constrain water availability, tighten waste handling and emissions standards, or impose new disclosure and reporting obligations. ### Environmental Stewardship Our environmental management program is designed to meet or exceed applicable standards established by Mexican environmental regulations administered by SEMARNAT. Our environmental stewardship program emphasizes conservation of water resources and biodiversity protection within the Sinda Property. Key initiatives during our exploration and development include: - conducting environmental baseline assessments prior to commencing any exploration activity; - utilizing low-impact drilling and exploration techniques; 97 --- - implementing progressive reclamation programs during and after drilling phases; - targeting environmentally friendly operations through the maintenance of our own plant nursery (with an average production of approximately 6,000 plants annually), community reforestation programs, as well as water conservation and recapture programs; and - implementing continuous wildlife monitoring and periodic water sampling to ensure regulatory and program compliance. We spent approximately $0.0 million and $0.4 million on such environmental stewardship activities during the three months ended March 31, 2026 and the year ended December 31, 2025, respectively. In the long term, we aim to establish a resilient water infrastructure that integrates a municipal wastewater reuse network with nature-based solutions and be a net positive water contributor in the area where we operate. This strategic initiative is designed to secure our future operational water requirements while simultaneously mitigating non-potable water scarcity in our neighboring communities. The implementation and operation of this strategic initiative remain subject to applicable environmental, water-use, land-use, urban development and social-impact authorizations, and there can be no assurance that all required approvals will be obtained on a timely basis, or at all. ### Social Responsibility and Community Engagement We recognize that meaningful engagement with our local communities is essential to our long-term success. We maintain active consultation and community engagement standards that we believe are consistent with leading industry practices in Mexico. Our community engagement program focuses on initiatives in education, health and local enterprise development, including: - prioritizing local recruitment for our workforce; - partnerships with local training institutions to promote workforce development; - ongoing support for public health and educational infrastructure in host communities; and - transparent disclosure of social investment and impact metrics, such as: - ten permanent community centers and recurring community spaces; - over 600 local women trained, now leading workshops, micro-businesses and community learning networks; - over 5,000 local school children benefited from the Adopt a School Program, through improved infrastructure and digital access for such local community schools; and - periodic free access to roving health and education services in partnership with CAISES Guanajuato in remote local communities. We conduct social impact assessments and community perception studies to ensure our operations align with local expectations and contribute positively to local community development. Since we implemented these programs in 2020, we have not experienced any material social conflicts with local communities, and we believe our operations are generally perceived as contributing positively to local community development. We spent approximately $0.1 million and $0.2 million on such social responsibility and community engagement programs during the three months ended March 31, 2026 and the year ended December 31, 2025, respectively. ### Properties and Facilities Through our wholly owned Mexican subsidiary, SNDA Exploración, we hold title to, or have been assigned exploration and exploitation rights on, five mining concessions that span approximately 6,232 contiguous hectares in Mexico’s epithermal silver belt, near San Miguel de Allende, in the State of Guanajuato, Mexico. See “Business—The Sinda Property—Ownership and Properties—Mining Concessions.” The total net book value of the Sinda Property and its associated plant and equipment is $9.5 million as of March 31, 2026. SNDA Exploración leases our corporate headquarters, which is located near the Sinda Property at Antiguo Camino a Don Diego S/N, Fraccionamiento Mi Bendición, Interior 6, San Miguel de Allende, Guanajuato, Mexico 37898. Through SNDA Exploración, we also own two warehouses near the Sinda Property, where drill core, rejects and analytical pulps are catalogued, labelled and stored. These warehouses currently hold more than 230 kilometers of drill 98 --- core, which are stored under documented chain-of-custody and tracked through a databases system to ensure traceability, integrity and availability for future re-assay or verification. ### Employees As of March 31, 2026, we had 84 full-time employees, of which 79 are located in Mexico. None of our employees is a party to a collective bargaining agreement, and we believe that our employee relations are good. We plan to continue to hire employees as our operations expand. ### Legal Proceedings In September 2023, SNDA Exploración, one of our wholly owned Mexican subsidiaries, filed an amparo petition challenging the reform of the mining laws in Guanajuato, Mexico. A stay was granted in January 2024, allowing it to operate under the previous regulations, which was confirmed in May 2024. Although the amparo was granted in April 2024, and a stay remains in effect allowing continued operations under the prior legal regime, the authorities appealed the ruling in July 2024, and the matter remains subject to review by the competent appellate courts. While the case remains pending resolution, and notwithstanding the evolving regulatory and judicial landscape applicable to mining operations in Mexico, we do not believe the ultimate resolution will have a material adverse effect on our business, results of operations or financial condition. In connection with our exploration activities in Guanajuato, Mexico, SNDA Exploración pursued a federal administrative nullity action before the First Specialized Chamber for Environmental and Regulatory Matters of the Federal Administrative Justice Tribunal (the “Specialized Environmental Chamber”) challenging SEMARNAT’s March 5, 2025 decision that rejected our environmental preventive report for the “Exploración SINDA” project. Although the Specialized Environmental Chamber issued a definitive judgment on August 29, 2025 declaring the challenged decision null and ordering SEMARNAT to issue a new resolution recognizing that the preventive report is procedurally applicable under the “affirmative ficta” rule, the judgment became final by operation of law on October 9, 2025. Under the Federal Administrative Contentious Procedure Law, SEMARNAT’s four-month period to comply with the judgment runs from October 10, 2025 to February 10, 2026. While compliance by SEMARNAT is pending, we do not believe the ultimate resolution will have a material adverse effect on our business, results of operations or financial condition. Recent reforms to Mexico’s mining and environmental regulatory framework have led to increased scrutiny and enforcement activity across the sector; however, other than the proceeding described above, we are not currently a party to any material legal or administrative proceedings relating to such reforms. From time to time, we and our affiliates may become subject to other legal proceedings that are incidental to the ordinary conduct of our business. We believe that none of the litigation in which we are currently involved, including the one described above, or have been involved since the beginning of our most recently completed financial year, individually or in the aggregate, is material to our consolidated financial condition, cash flows or results of operations. Although we cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, we make a provision for potential liabilities when we deem them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments. See note 12 to our consolidated financial statements included elsewhere in this prospectus for additional information regarding our assessment of contingencies related to legal matters. 99 --- MANAGEMENT ### Executive Officers and Directors The following table sets forth information regarding our executive officers and directors as of June 30, 2026: | Name | Age | Position | | --- | --- | --- | | Luis Barreto | 51 | Chief Financial Officer | | Fabián Galindo | 40 | Country Manager | | Jaime Cortés Álvarez | 54 | General Counsel and Secretary | | Daniel Muñiz Quintanilla | 53 | Executive Chairman and Director | | Ali Reza Erfan | 61 | Director | | Anna El-Erian | 61 | Director | | Douglas Groh | 70 | Director | | Graeme Cameron Maxwell Lamb | 72 | Director | | Igor Gonzales | 71 | Director | | Kalidas Madhavpeddi | 70 | Director | | Vanessa Rubio Márquez | 54 | Director | ### Biographical Information Luis Barreto has served as our Chief Financial Officer since January 2026. Mr. Barreto is a senior finance and investment executive with more than 25 years of experience in infrastructure, transportation and energy, with extensive global transaction, capital markets and asset management expertise. Since 2022, Mr. Barreto served as co-founder and president of MegaFlux Inc., a manufacturer of electric powertrains for commercial vehicles and buses and a provider of fleet electrification solutions focused on Mexico and the United States. Previously, Mr. Barreto spent over a decade at Brookfield Asset Management’s Infrastructure Group, serving in senior leadership roles including Managing Director within the North America and Latin America teams and as global deputy chief investment officer for transportation. Earlier in his career, Mr. Barreto held investment banking roles at Citigroup in New York and London. Mr. Barreto holds a master’s degree in business administration from Columbia Business School and a bachelor’s degree in business administration from Florida International University. Fabián Galindo has served as our Country Manager since May 2024 after joining the Company as chief financial officer in April 2023. Mr. Galindo has more than 17 years of experience in the mining and natural resources sector, with a background spanning operations, strategic planning, finance and mergers and acquisitions. Prior to joining the Company, Mr. Galindo held senior leadership roles at Grupo México, including overseeing its U.S. copper mining, smelting and refining operations in Arizona and Texas from 2018 to 2023. In that role, he worked closely with executive leadership on operational performance, organizational restructuring, capital allocation and strategic initiatives across multiple large-scale assets. Earlier in his career at Grupo México, Mr. Galindo served in progressively senior roles within the strategic planning and mergers and acquisitions functions for Americas Mining (the mining division of Grupo México), where he was involved in the evaluation, valuation and due diligence of mining projects and acquisitions in North America, Latin America and Europe, as well as corporate finance, treasury and commodity risk management activities. Since joining the Company in 2023, Mr. Galindo has led our Mexican operations, supported strategic planning and financing initiatives and worked closely with our Board of Directors in executing our initial public offering. Mr. Galindo holds a bachelor’s degree in finance and accounting from Universidad Anáhuac del Norte and an executive master’s degree in business administration from The University of Texas at Austin and Tecnológico de Monterrey. Jaime Cortés Álvarez has served as our General Counsel and Secretary since January 2026. Mr. Cortés Álvarez has more than 30 years of experience as a transactional lawyer in mergers and acquisitions, private equity, structured finance, securitization, capital markets, restructuring and corporate governance. Prior to joining the Company, Mr. Cortés Álvarez was a partner at Cortes & Perez Grovas from 2022 to 2026 and a partner at Gonzalez Calvillo from 2011 to 2022. In these roles, he has served as counsel in numerous Mexican and international equity offerings, including initial public offerings of Mexican issuers. Mr. Cortés Álvarez holds a bachelor’s degree in law from Universidad Nacional Autónoma de México and a master’s degree in law from Columbia University. Daniel Muñiz Quintanilla has served as a member of our Board of Directors since June 2021 and as our Executive Chairman since April 2022. He previously served as our Vice Chairman from June 2021 to April 2022. Mr. Muñiz serves 100 --- as a member of the board of directors of First Majestic Silver Corp., NOVAGOLD Resources Inc. and Brookfield Infrastructure Partners L.P. Mr. Muñiz is also a founding partner of Axkan Capital Partners S.L., and serves as a director of Sunshine Silver Mining & Refining Company. Mr. Muñiz served as the managing director and executive vice chair of Americas Mining (the mining division of Grupo México) from 2014 to 2018, as chief executive officer of Industrial Minera Mexico (the underground mining division of Grupo México) from 2010 to 2014, and as chief financial officer of Grupo México from 2007 to 2014. Mr. Muñiz served as a director of Tharsis Mining S.L. from June 2022 until November 2025, as a director of Gatos Silver from April 2021 until it was acquired by First Majestic Silver Corp. in January 2025, and as a director of Hudbay Minerals Inc. from July 2019 until May 2024. He holds a law degree from Universidad Iberoamericana, in Mexico City, a master’s degree in law from Georgetown University in Washington, D.C. and a master’s degree in business administration from Instituto de Empresa in Madrid, Spain. Mr. Muñiz was selected to serve on our Board of Directors because of his experience as an executive and director of various mining and infrastructure firms across the gold, silver, and copper sectors, as well as his expertise in the areas of capital markets, mergers and acquisitions, finance and corporate leadership. Ali Reza Erfan has served as a member of our Board of Directors since March 2020. Mr. Erfan serves as vice chairman of Electrum, which he joined in 2007. Mr. Erfan is also a member of the board of directors of NOVAGOLD Resources Inc., Gabriel Resources Ltd., Sunshine Silver Mining & Refining Company, Ajami Associates Limited, NetZeroAg Ltd and IBH Ltd. Previously, he served on the board of directors of Gatos Silver, Inc. from October 2020 until it was acquired by First Majestic Silver Corp. in January 2025, and as a founding board member of Leor Energy from 2003 until it was sold in 2007 to EnCana Oil & Gas USA Inc. Prior to joining Electrum, Mr. Erfan was a senior partner at 3i Group plc’s London headquarters. Mr. Erfan graduated from the University of Oxford with bachelor’s and master’s degrees in politics, philosophy and economics (PPE). He holds a Master of Business Administration from the London Business School. He is also a fellow of the Kauffman Institute of Venture Capital, USA. Mr. Erfan was selected to serve on our Board of Directors because of his extensive experience in strategy, finance and our industry. Igor Gonzales has served as a member of our Board of Directors since April 2026. Mr. Gonzales has served as Technical COO of Appian Capital Advisory since 2020, working alongside portfolio company management teams to ensure their businesses reach their full potential. Mr. Gonzales heads the Technical Team and operations, helps develop and implement robust plans for the life of mine, expansions, operational improvement, exploration, and growth, as well as health and safety practices. He also coordinates and participates in due diligence ahead of acquisitions by Appian and facilitates technical knowledge sharing across the firm. Prior to joining Appian, Mr. Gonzales was President and CEO of Sierra Metals Inc. from 2017 to 2020, managing operations in Mexico and Peru, and before that he was COO at Compañía de Minas Buenaventura from 2014 to 2017. Mr. Gonzales spent 16 years with Barrick Gold Corporation, most recently as COO global, where he oversaw operations globally, and served in various roles with the Southern Peru Copper Corporation for 18 years. He holds a Bachelor of Science in Chemical Engineering from the University of San Antonio Abad in Peru and a Master of Science in Extractive Metallurgy from New Mexico Institute of Mining and Technology in the United States. Mr. Gonzales was selected for this role because of his over 40 years of mining industry experience, his extensive experience in base and precious metals as well as polymetallic operations both underground and open pit, and his track record of leading operations globally with several preeminent companies, with a particular focus on North and South America. Douglas Groh has served as a member of our Board of Directors since November 2024. Mr. Groh served as a precious metals equity portfolio manager at Sprott Asset Management (“Sprott”) from 2020 to 2024, and prior to Sprott’s acquisition of the Tocqueville Gold Fund, as a fund manager at Tocqueville Asset Management since 2003. Prior to that, Mr. Groh was director of investment research at Grove Capital from 2001 to 2003 and from 1990 to 2001 held investment research and banking positions at J.P. Morgan, Merrill Lynch and ING Bank. Mr. Groh began his career as a mining and precious metals analyst in 1985 at U.S. Global Investors. Mr. Groh currently serves on the board of directors of Sunshine Silver Mining & Refining Company. Mr. Groh holds a master’s degree from The University of Texas at Austin in Mineral Economics and a bachelor’s degree from the University of Wisconsin – Madison in Geology. Mr. Groh was selected to serve on our Board of Directors because of his experience in mining finance, portfolio management, investment banking, and buy-side and sell-side credit and equity analysis. Graeme Cameron Maxwell Lamb has served as a member of our Board of Directors since June 2021. Mr. Lamb previously served as a British Army officer from 1971 to 2009, commanding Conventional, Airborne and Special Forces units at every rank, including serving as a former director of UK Special Forces from 2001 to 2003 and as Commander of the British Field Army from 2007 to 2009, and was formally recognized seven times for operational 101 --- service by Her Majesty Queen Elizabeth II. Mr. Lamb previously served on the board of directors of MKS PAMP Group, Concord Resources Holdings Limited and Silversurfers. Mr. Lamb was selected to serve on our Board of Directors because of his geopolitical perspectives and extensive experience in international security and strategic leadership. Kalidas Madhavpeddi has served as a member of our Board of Directors since April 2026. Mr. Madhavpeddi currently serves as Chair of Glencore plc and is a director of NovaGold Resources Inc. He is currently the President of Azteca Consulting LLC, an advisory firm to the metals and mining sector since 2006. From 2010 to 2018 he was CEO of China Molybdenum International, a privately held company and global producer of copper, gold, cobalt, phosphates, niobium and molybdenum. His extensive career in the mining industry includes over 25 years at Phelps Dodge Corporation (“Phelps Dodge”), a Fortune 500 company, starting as a Systems Engineer and ultimately becoming Senior Vice President for Phelps Dodge, and contemporaneously the President of Phelps Dodge Wire & Cable. Mr. Madhavpeddi is an alumnus of the Indian Institute of Technology, Madras, India, the University of Iowa, and the Harvard Business School. Mr. Madhavpeddi was selected to serve on our Board of Directors because of his 40 years of international experience in corporate strategy, mergers and acquisitions, government relations, marketing, mining engineering and capital. Vanessa Rubio Márquez has served as a member of our Board of Directors since April 2026. Ms. Rubio Márquez has served as Associate Dean of the School of Public Policy and Postgraduate Professor at the London School of Economics and Political Science (LSE), since January 2021 and as an Associate Fellow of the Royal Academy of International Affairs of the United Kingdom (Chatham House), since July 2021. In addition, Ms. Rubio Márquez serves on the Advisory Council and management committees of the Freedom and Prosperity Center of The Atlantic Council, The Marshall Institute (LSE), and the LSE-Bloomberg European City Leadership Initiative since September 2022, March 2024 and January 2025, respectively. Prior to her current roles, Ms. Rubio Márquez served as a Senator of the Republic of Mexico from September 2018 to July 2020. Over the course of her career in Mexico’s public service, she served as Deputy Minister on three occasions: she held the position of Undersecretary of Finance and Public Credit at the Ministry of Finance and Public Credit from September 2016 to January 2018; Deputy Minister of Social Development from September 2015 to September 2016; and Deputy Minister of Foreign Affairs from December 2012 to September 2015. Ms. Rubio Márquez holds a Master of Science degree in International Relations from The London School of Economics. Ms. Rubio Márquez was selected to serve on the Board of Directors based on her extensive experience in public finance and economic policy, her deep expertise in international financial institutions and multilateral affairs, and her academic leadership in public policy, all of which provide the Board with valuable perspectives on regulatory, geopolitical, and macroeconomic matters. Anna El-Erian has served as a member of our Board of Directors since May 2026. Ms. El-Erian currently serves as the chair of the board of directors of Gabriel Resources Ltd. and is a member of the board of Sunshine Silver Mining & Refining Company. Ms. El-Erian has been a member of the board of directors of Gabriel Resources Ltd. since January 2021 and a member of the board of directors of Altius Minerals Corp. since May 2015. She previously served as a member of the board of directors of Altius Renewable Royalties Corp. from December 2020 to December 2024, Sabina Gold & Silver Corp. from March 2016 to April 2023 and Entrée Resources from June 2015 to June 2022 and chair of the board of directors of Eco Oro Minerals Corp. from June 2011 to January 2021. Previously, Ms. El-Erian was a director and chief executive officer of Surgical Spaces Inc. from 2005 to 2011. She began her career in corporate law with Webber Wentzel Attorneys in 1990 before joining Investec Merchant Bank Limited in 1992. Ms. El-Erian holds a bachelor of laws from the University of the Witwatersrand in Johannesburg, South Africa. Ms. El-Erian was selected to serve on our Board of Directors because of her extensive experience in capital markets and securities as an investment banker, with a specialty in mergers and acquisitions. ### Board Composition Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that our Board of Directors shall consist of not less than three directors and not more than 12 directors, and the number of directors may be changed only by resolution adopted by the affirmative vote of a majority of the entire Board of Directors. We currently have eight directors. Our Board of Directors consists of a single class of directors and directors serve until a successor is duly elected and qualified or until a director’s earlier death, removal or resignation. Electrum has certain director nomination rights pursuant to the Stockholders’ Agreement. See “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.” 102 --- We have determined that each of Douglas Groh, Igor Gonzales, Graeme Cameron Maxwell Lamb, Kalidas Madhavpeddi, Anna El-Erian and Vanessa Rubio Marquez is an independent director within the meaning of the applicable rules of the SEC and the NYSE and that each of Douglas Groh, Kalidas Madhavpeddi and Anna El-Erian is also an independent director under Rule 10A-3 under the Exchange Act for the purpose of Audit Committee membership. In addition, our Board of Directors has determined that Kalidas Madhavpeddi is a financial expert within the meaning of the applicable rules of the SEC and the NYSE. ### Controlled Company Status Electrum controls approximately 77.4% of the voting power of our common stock. As a result, we are a “controlled company” within the meaning of the corporate governance rules of the NYSE and, therefore, qualify for exemptions from certain corporate governance requirements of the NYSE. Accordingly, we are not required to have a majority of “independent directors” on our Board of Directors as defined under the rules of the NYSE and are not required to have a compensation committee composed entirely of independent directors or a nominating and corporate governance committee composed entirely of independent directors. We have elected to take advantage of this exemption with respect to our Compensation, Nominating and Corporate Governance Committee, and our Compensation, Nominating and Corporate Governance Committee currently does not meet the director independence requirements under the NYSE corporate governance requirements applicable to a company that is not a “controlled company.” The “controlled company” exemption does not modify the independence requirements for the Audit Committee, and we comply with the applicable requirements of the Exchange Act and the NYSE. See “—Board Committees.” At the time when Electrum no longer owns a majority of the voting power of our outstanding common stock, we will no longer qualify as a “controlled company” as defined under the corporate governance rules of the NYSE. In the event that we cease to be a “controlled company,” to the extent we have not done so already, we will be required to fully implement the corporate governance requirements of the NYSE within the applicable transition periods specified in the rules of the NYSE. ### Board Committees The Audit Committee consists of Kalidas Madhavpeddi (chair), Douglas Groh and Anna El-Erian and is comprised entirely of independent directors. The Audit Committee operates pursuant to a charter approved by our Board of Directors. The Audit Committee will approve the engagement of our independent registered public accounting firm and the scope of the audit to be undertaken by such accounting firm. In connection with our Annual Report on Form 10-K, the Audit Committee shall also review with management and the independent registered public accounting firm the financial information to be included therein. In addition, the Audit Committee reviews all proposed related person transactions for the purpose of recommending to the disinterested members of our Board of Directors that the transaction should be ratified and approved. The Audit Committee also approves (or, as permitted, pre-approves) all audit and non-audit services to be performed by our independent registered public accounting firm. See “Certain Relationships and Related Party Transactions.” The Compensation, Nominating and Corporate Governance Committee consists of Douglas Groh (chair), Anna El-Erian and Ali Reza Erfan. The Compensation, Nominating and Corporate Governance Committee operates pursuant to a charter approved by our Board of Directors. The Compensation, Nominating and Corporate Governance Committee recommends and advises our Board of Directors with respect to the compensation of directors and other executive officers. The Compensation, Nominating and Corporate Governance Committee makes recommendations to our Board of Directors regarding the establishment and terms of our employee equity-based incentive plans and administers such plans. The Compensation, Nominating and Corporate Governance Committee also oversees the annual evaluation of our Board of Directors’ performance. The Technical, Safety and Sustainability Committee consists of Igor Gonzales (chair), Kalidas Madhavpeddi and Daniel Muñiz Quintanilla. The Technical Safety and Sustainability Committee operates pursuant to a charter approved by our Board of Directors. The Technical Safety and Sustainability Committee is responsible for the review of our technical, environmental, health and safety performance, and Mineral Resources and Mineral Reserve reporting. ### Compensation Committee Interlocks and Insider Participation None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more 103 --- executive officers serving on our Board of Directors or compensation committee. No interlocking relationship exists between any member of the compensation committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) of any other company. ### Insider Trading Policy Our Board of Directors has adopted an insider trading policy that, subject to certain exceptions, prohibits our employees, directors and officers from trading in our securities while in possession of material nonpublic information. ### Code of Business Conduct and Ethics Our Board of Directors has adopted a code of business conduct and ethics applicable to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance requirements of the NYSE. Any waiver of this code for the benefit of an employee may be granted only by our Compliance Officer (i.e., the Company’s General Counsel or his/her delegate). Any waiver of this code for the benefit of any of our directors or executive officers may be granted only by our Compensation, Nominating and Corporate Governance Committee. All waivers granted to our directors, principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance requirements of the NYSE. Our Corporate Governance Guidelines require our directors to act as fiduciaries of the Company, to disclose conflicts of interest to the other members of our Board of Directors and to abstain from taking any action in any matter in which the director has a conflict of interest. ### Penalties or Sanctions None of our directors or executive officers, and to the best of our knowledge, no stockholder holding a sufficient number of securities to materially affect the control of the Company, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision. ### Individual Bankruptcies None of our directors or executive officers, and to the best of our knowledge, no stockholder holding a sufficient number of securities to materially affect the control of the Company, has, within the 10 years prior to the date of this prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual. ### Corporate Cease Trade Orders and Bankruptcies None of our directors or executive officers, and to the best of our knowledge, no stockholder holding a sufficient number of securities to materially affect the control of the Company is, as at the date of this prospectus, or has been within the 10 years before the date of this prospectus: (a) a director, chief executive officer or chief financial officer of any company that was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or (c) a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. For the purposes of this paragraph, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than 30 consecutive days. 104 --- EXECUTIVE AND DIRECTOR COMPENSATION Our named executive officers (“NEOs”) for the fiscal year ended December 31, 2025, which consist of the individual who served as our “principal executive officer” during the fiscal year ended December 31, 2025, André van Niekerk, and the two other most highly compensated individuals who were serving as executive officers during the fiscal year ended December 31, 2025, are as follows: - André van Niekerk \| Former Chief Financial Officer - Fabián Galindo \| Country Manager - Carla Llantada \| Legal, Governance and Institutional Relations Director This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion. As an emerging growth company, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. ### Summary Compensation Table for 2025 The following table sets forth information concerning the compensation paid to our NEOs during the fiscal year ended December 31, 2025. | Name and Principal Position | Year | Salary ($)(3) | Bonus ($)(4) | Stock Awards ($)(5) | Stock Option Awards ($)(6) | All Other Compensation ($)(7) | Total ($) | | --- | --- | --- | --- | --- | --- | --- | --- | | André van Niekerk Former Chief Financial Officer(1) | 2025 | 138,356 | — | 735,000 | 924,000 | 65,959 | 1,863,315 | | Fabián Galindo Country Manager(2) | 2025 | 245,461 | 79,217 | 1,871,800 | 1,540,000 | 43,001 | 3,779,479 | | Carla Llantada Legal, Governance and Institutional Relations Director(2) | 2025 | 163,640 | 39,225 | 490,000 | 616,000 | 39,863 | 1,348,728 | (1) Mr. van Niekerk ceased serving as our Chief Financial Officer on January 31, 2026. (2) Cash amounts for Mr. Galindo and Ms. Llantada have been converted from Mexican pesos to U.S. dollars based on the exchange rate between U.S. dollars and Mexican pesos for the month in which the cash amount was paid. These exchange rates range from Ps.18.0739 per $1.00 to Ps.20.5490 per $1.00. (3) The amounts in this column represent the total monthly consulting fees or salary, as applicable, paid to each NEO for 2025. (4) The amounts in this column represent: (i) for Mr. Galindo, a discretionary annual bonus and (ii) for Ms. Llantada, a discretionary annual bonus ($24,701) and Christmas bonus payable under Mexican law ($14,524). (5) The amounts in this column represent the grant-date fair value of restricted stock units granted during the year ended December 31, 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). The assumptions used in calculating the grant date fair value of the restricted stock units are set forth in Note 8 to our audited consolidated financial statements included elsewhere in this prospectus. (6) The amounts in this column represent the grant-date fair value of stock option awards granted during the year ended December 31, 2025, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 8 to our audited consolidated financial statements included elsewhere in this prospectus. (7) The amounts in this column represent: (i) for Mr. van Niekerk, the pro-rated portion of his 2025 annual consulting fee; (ii) for Mr. Galindo, vacation premium bonus ($15,449), housing allowance ($26,943), and life insurance premium ($609); and (iii) for Ms. Llantada, vacation premium bonus ($13,672), housing allowance ($25,582), and life insurance premium ($609). ### Executive Arrangements The following is a summary of the material terms of the agreements entered into with our NEOs. The following summary of the agreements with our NEOs does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of such agreements. See “Where You Can Find More Information.” 105 --- ### Arrangements with Former Chief Financial Officer Pursuant to Mr. van Niekerk’s consulting services agreement (“van Niekerk Consulting Agreement”), dated March 17, 2025, Mr. van Niekerk received a monthly fee of $14,583.33, pro-rated for any partial months and, for the first two years of the term of the van Niekerk Consulting Agreement, an annual fee of $75,000. The van Niekerk Consulting Agreement was terminated by the Company without cause (as defined therein) effective January 31, 2026. Pursuant to the van Niekerk Consulting Agreement, in March 2026, Mr. van Niekerk was paid $65,959, representing the pro-rated portion of his 2025 annual consulting fee. ### Arrangements with Country Manager Pursuant to Mr. Galindo’s independent services agreement, dated January 1, 2024, Mr. Galindo received a monthly fee of 393,750 Mexican pesos (plus certain benefits) during the term of his agreement. On June 23, 2026 we entered into a consulting services agreement with Mr. Galindo (the “Galindo Consulting Agreement”) which replaced his independent services agreement. The Galindo Consulting Agreement provides Mr. Galindo with an annual consulting fee of $300,000 and an additional monthly fee of $4,600 (in each case, pro-rated for partial months of service). Mr. Galindo is also eligible to receive an annual target incentive fee equal to 50% of his annual consulting fee (with the 2026 annual target incentive fee calculated with reference to his total annual consulting fee paid during the 2026 calendar year plus any base fees paid to Mr. Galindo under his independent services agreement in 2026). Mr. Galindo is also eligible to receive annual equity incentive awards. Mr. Galindo’s annual equity awards for 2026 were granted in connection with our initial public offering. See “Prospectus Summary—Recent Developments and Near-Term Exploration Plan—Infill and Exploration Drilling—Equity Awards.” In addition, the Galindo Consulting Agreement provides that, if, at any time other than during the six (6)-month period immediately prior to (or otherwise in connection with or in anticipation of) a change of control or during the twenty-four (24)-month period immediately following a change of control (the “CIC Protective Period”), Mr. Galindo’s services are terminated by the Company without cause or he resigns for good reason, Mr. Galindo will be entitled to the following: (i) a lump sum cash severance payment equal to 1.0 times his annual consulting fee and annual target incentive fee, (ii) a lump sum cash payment equal to twelve (12) months of his additional monthly fee, (iii) vesting of any then-outstanding and unvested time-based equity awards (or portions thereof) held by Mr. Galindo that are scheduled to vest during the twelve (12)-month period immediately following his service termination date and (iv) treatment of any then-outstanding and unvested performance-based equity awards held by Mr. Galindo in accordance with the applicable award agreement governing such awards. If, during the CIC Protective Period, Mr. Galindo’s services are terminated by the Company without cause or he resigns for good reason, Mr. Galindo will be entitled to the following: (i) a lump sum cash severance payment equal to 2.0 times his annual consulting fee and annual target incentive fee, (ii) a pro-rated annual target incentive fee for the year in which his services are terminated, (iii) a lump sum cash payment equal to eighteen (18) months of his additional monthly fee, (iv) full vesting of any then-outstanding and unvested time-based equity awards held by Mr. Galindo and (v) treatment of any then-outstanding and unvested performance-based equity awards held by Mr. Galindo in accordance with the applicable award agreement governing such awards. The Galindo Consulting Agreement also contains standard restrictive covenants, including confidentiality, non-disparagement, non-solicit and non-competition covenants. ### Arrangements with Legal, Governance and Institutional Relations Director Ms. Llantada is party to an employment agreement pursuant to which she receives a gross monthly salary of 250,000 Mexican pesos (plus certain benefits) in January 2025 and a gross monthly salary of 262,500 Mexican pesos (plus certain benefits) starting from February 2025. 106 --- ### Outstanding Equity Awards at Fiscal Year-End The following table shows all outstanding equity awards held by each of our NEOs as of December 31, 2025. | Name | Stock Option Awards / Number of Securities Underlying Unexercised Stock Options(#) Exercisable | Stock Option Awards / Number of Securities Underlying Unexercised Stock Options(#) Unexercisable | Stock Option Awards / Option Exercise Price($) | Stock Option Awards / Option Expiration Date | Stock Awards / Number of Shares or Units of Stock That Have Not Vested(#) | Stock Awards / Market Value of Shares or Units of Stock That Have Not Vested($)(5) | Stock Awards / Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Not Vested(#) | Stock Awards / Equity Incentive Plan Awards: Market Value of Shares, Units or Other Rights That Have Not Vested($) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | André van Niekerk | — | 300,000(1) | $4.90 | 11/15/35 | 150,000(2) | 735,000 | — | — | | Fabián Galindo | — | 500,000(3) | $4.90 | 11/15/35 | 382,000(4) | 1,871,800 | — | — | | Carla Llantada | — | 200,000(3) | $4.90 | 11/15/35 | 100,000(4) | 490,000 | — | — | (1) Represents stock options granted on November 15, 2025, which became fully vested and exercisable on March 17, 2026. (2) Represents restricted stock units granted on November 15, 2025, which vested at the completion of our initial public offering on June 29, 2026. (3) Represents stock options granted on November 15, 2025. The stock options vest 20% on each of March 17, 2026 and November 15, 2026 and 30% on each of November 15, 2027 and November 15, 2028. (4) Represents restricted stock units granted on November 15, 2025. 50% of the restricted stock units vested at the completion of our initial public offering on June 29, 2026 and the remaining 50% vest on November 15, 2028. (5) The market value of unvested restricted stock units is calculated based on the fair market value of the Company’s common stock of $4.90 per share as of December 31, 2025. ### Amended and Restated 2020 Long Term Incentive Plan On March 31, 2020, we adopted the 2020 Long Term Incentive Plan, which was amended and restated on November 15, 2025. Our Board of Directors has approved a further amended and restated 2020 Long Term Incentive Plan (the “Amended and Restated LTIP”), which became effective on June 29, 2026. The principal purposes of the Amended and Restated LTIP are to provide eligible participants with an additional incentive to use maximum efforts for the future success of the Company and its subsidiaries and to enhance the ability of the Company and its subsidiaries to attract, retain and motivate individuals upon whom the Company’s sustained growth and financial success depend by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company through receipt of rights to acquire an award. All employees of the Company or its subsidiaries (including any person providing dependent, subordinated and personal services to a Mexican subsidiary under applicable Mexican law) and non-employee directors of the Company and consultants engaged by the Company or its subsidiaries who are natural persons who render certain bona fide services are eligible to participate in the Amended and Restated LTIP. Authorized Shares The maximum number of shares of common stock that may be issued under the Amended and Restated LTIP is 22,922,341 shares of common stock, subject to adjustment upon certain changes in the Company’s capitalization and subject to annual increase on the first day of each calendar year during the term of the Amended and Restated LTIP, beginning on and including January 1, 2027, and ending on and including January 1, 2036, equal to the lesser of two percent (2%) of the aggregate number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year and such smaller number of shares of common stock as determined by the administrator (the “New LTIP Share Reserve”). Shares of common stock issued under the Amended and Restated LTIP will consist of authorized and unissued or reacquired shares of common stock, including shares of common stock repurchased by the Company. If an award under the Amended and Restated LTIP expires or otherwise terminates without having been exercised in full for any reason, or if all or any portion of the shares of common stock subject to an award is forfeited for any reason, the shares subject to such unexercised or forfeited award will revert to the Amended and Restated LTIP, and may again become available to be granted under the Amended and Restated LTIP. Any shares of common stock that are 107 --- exchanged by a participant or withheld by the Company as full or partial payment in connection with the exercise of any option or stock appreciation right under the Amended and Restated LTIP or the payment of any purchase price with respect to any other award under the Amended and Restated LTIP, as well as any shares of common stock exchanged by a participant or withheld by the Company to satisfy the tax withholding obligations related to any award under the Amended and Restated LTIP, will again be available for subsequent awards under the Amended and Restated LTIP. Plan Administration Our Board of Directors or a committee or committees delegated by our Board of Directors (the “administrator”) may administer the Amended and Restated LTIP. If at any time the Company has a class of equity securities registered under Section 12 of the Exchange Act, the Amended and Restated LTIP will then be administered only by our Board of Directors or a committee which consists of two or more individuals, each of whom qualifies as an independent, non-employee director in accordance with Rule 16b-3 under the Exchange Act. The administrator may also delegate, in writing, to an authorized officer authority to execute on behalf of the Company any award agreement or delegate its authority to officers or employees of the Company or a subsidiary, or engage a third party administrator to carry out administrative functions under the Amended and Restated LTIP, each to the extent permitted by applicable law and which delegation may be revoked or modified at any time. Subject to the provisions of the Amended and Restated LTIP, the administrator has the authority to determine from time to time the eligible recipients, timing, types and provisions of each award granted under the Amended and Restated LTIP. The administrator may construe and interpret the Amended and Restated LTIP and awards granted thereunder and to establish, amend and revoke rules and regulations for its administration. The administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Amended and Restated LTIP or in any award agreement in a manner and to the extent it deems necessary or expedient to make the Amended and Restated LTIP fully effective. The administrator may also exercise other powers and perform such acts as it deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Amended and Restated LTIP or any awards granted thereunder. All decisions by the administrator are made in the administrator’s sole discretion and are final and binding and conclusive on all persons having or claiming any rights from or through a participant in the Amended and Restated LTIP or in any award. Types of Awards The Amended and Restated LTIP provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights (“SARs”), performance awards, deferred stock units and cash awards to eligible participants. No awards will be granted under the Amended and Restated LTIP following the tenth anniversary following the completion of our initial public offering. Non-Employee Director Limitation Pursuant to the Amended and Restated LTIP, no participant who is a non-employee director will be granted awards in respect to services as a non-employee director on our Board of Directors during any calendar year that, when aggregated with such non-employee director’s cash fees for services on our Board of Directors with respect to such calendar year, exceed $675,000 in total value (calculating the value of any such awards based on the grant date fair value of such awards for the Company’s financial reporting purposes). The administrator may make exceptions to increase such limit to $1,350,000 for an individual non-employee director in the non-employee director’s first year of service or in any year during which the non-employee director serves in a position of board leadership (e.g., as the lead independent director of our Board of Directors), as the administrator may determine in its sole discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation involving such non-employee director. Change of Control The Amended and Restated LTIP provides that, unless otherwise provided in an award agreement, upon the consummation of a change of control where an outstanding award is not assumed or substituted in connection with such change in control: (i) any unvested or unexercisable portion of any award carrying a right to exercise will become fully vested and exercisable, and (ii) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an award will lapse and such awards will be deemed fully vested, and any performance conditions imposed with respect to such awards will be deemed to be achieved at the greater of target and actual performance levels as of 108 --- the date of the change of control. In the event that a change of control occurs and an award is assumed or substituted in connection therewith, such award shall remain outstanding and shall continue to vest following such change of control in accordance with its terms, subject to adjustment in accordance with the Amended and Restated LTIP. For purposes of the Amended and Restated LTIP, an outstanding award will be considered to be assumed or substituted for if, following the change of control, the award remains subject to the same terms and conditions that were applicable to the award immediately prior to the change of control except that, if the award related to shares of common stock, the award may instead confer the right to receive common equity of the acquiring entity (or cash or such other security or entity as may be determined by the administrator, in its sole discretion). Certain Adjustments In the event of any subdivision or consolidation of outstanding shares of common stock, declaration of a dividend payable in shares of common stock or other stock split, the administrator will proportionately adjust, as appropriate to reflect such transaction, each of (i) the shares of common stock reserved under the Amended and Restated LTIP and the number of shares of common stock available for issuance as incentive stock options, (ii) the number of shares of common stock covered by outstanding awards, (iii) the exercise price or other price in respect of such awards, (iv) the appropriate fair market value and other price determinations for such awards, (v) any limitations within the Amended and Restated LTIP and (vi) the terms and conditions of any outstanding awards (including, without limitation, any applicable performance periods, performance targets or criteria with respect thereto). In the event of any other recapitalization, capital reorganization, consolidation or merger, adoption by the Company of any plan of exchange affecting the shares of common stock or any distribution to holders of shares of securities or property (other than normal cash dividends or dividends payable in shares of common stock), the administrator will also make appropriate and necessary adjustments to the above to maintain the proportionate interest of the holders of the awards and preserve, without exceeding, the value of such awards. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation (including a change in control), the administrator may make adjustments to (i) provide for the assumption, substitution or other arrangement (which, if applicable, may be exercisable for such property or stock as the administrator determines) for an award (regardless of whether in a transaction to which Code Section 424(a) applies), (ii) provide, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, the award and, if the transaction is a cash merger, provide for the termination of any portion of the then unexercised award, (iii) provide for the acceleration of the vesting and exercisability of an award and the cancellation thereof in exchange for such payment as the administrator, in its sole discretion, determines is a reasonable approximation of the value thereof, (iv) cancel any awards and direct the Company to deliver to the participants cash in an amount that the administrator determines in its sole discretion is equal to the fair market value of such awards as of the date of such event, or (v) cancel stock options or SARs and give the participants who are the holders of such awards notice and opportunity to exercise prior to such cancellation. Pursuant to the Amended and Restated LTIP, the administrator may, without obtaining the approval of the Company’s stockholders, (i) amend the terms of outstanding options or SARs to reduce the exercise price of such options or SARs, (ii) cancel outstanding options or SARs in exchange for options or SARs with an exercise price that is less than the exercise price of the original options or SARs or (iii) cancel outstanding options or SARs with an exercise price that is above the current per share stock price, in exchange for cash, property or other securities. Recoupment for Misconduct or Restatement Our Board of Directors may recoup all or a portion of any award made to any participant under the Amended and Restated LTIP in the event of misconduct by the participant which results in material harm to the Company or if any of the Company’s financial statements are restated as a result of errors, omissions, or fraud, to the extent such participant benefited from such misconduct, error, omissions, or fraud. Our Board of Directors may (i) seek repayment from the participant, (ii) reduce the amount payable under any compensatory plan, program or arrangement maintained by the Company or a subsidiary, (iii) withhold payment of future compensation increases (including discretionary bonus amounts) or compensatory awards, in order to comply with such clawback policy or applicable law or (iv) any combination of the foregoing. In addition, any award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to or in connection with any such law, government regulation or stock exchange listing requirement). 109 --- Amendment; Termination Our Board of Directors may amend, suspend or terminate the Amended and Restated LTIP, provided that (i) no amendment or termination may be made that would adversely affect any outstanding awards without the written consent of the affected participants, and (ii) no amendment or termination that requires stockholder approval in order for the Amended and Restated LTIP to continue to comply with Section 422 of the Code, Section 409A of the Code (including any successors to such Sections, or other applicable law) or any applicable requirements of any stock exchange or national market system on which the Company’s shares of common stock are then listed, will be effective unless such amendment or termination is approved by the requisite vote of the Company’s stockholders entitled to vote on the amendment or termination. Subject to the provisions of the Amended and Restated LTIP, the administrator will have the right to amend any applicable award agreements issued to a participant, subject to the participant’s consent if such amendment is not favorable to the participant, provided that the consent of the participant will not be required for any amendment to the change of control and/or adjustment provisions under the Amended and Restated LTIP. ### Director Compensation Table for 2025 The following table sets forth information concerning the compensation paid to our non-employee directors during the fiscal year ended December 31, 2025. | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total($) | | --- | --- | --- | --- | --- | --- | | Daniel Muñiz Quintanilla | — | 1,617,000 | 1,540,000 | 1,750,000 | 4,907,000 | | Ali Reza Erfan | — | — | — | — | — | | Douglas Groh | — | — | — | — | — | | Thomas S. Kaplan | — | — | — | — | — | | Graeme Cameron Maxwell Lamb | — | — | — | — | — | (1) The amount reported in this column represents the grant-date fair value of restricted stock units granted during the year ended December 31, 2025, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the restricted stock units are set forth in Note 8 to our audited consolidated financial statements included elsewhere in this prospectus. As of December 31, 2025, Mr. Muñiz held 330,000 restricted stock units. (2) The amount reported in this column represents the grant-date fair value of stock option awards granted during the year ended December 31, 2025, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 8 to our audited consolidated financial statements included elsewhere in this prospectus. For Mr. Muñiz, the amount reported in this column also includes the incremental fair value of a modification during the year ended December 31, 2025 of the exercise price of 1,400,000 options previously granted to Mr. Muñiz in 2021 (the original exercise price of $6.30 per share was modified to $4.90 per share), computed in accordance with ASC Topic 718. As of December 31, 2025, Mr. Muñiz held options to purchase an aggregate of 3,350,000 shares of common stock; Mr. Erfan held options to purchase an aggregate of 50,000 shares of common stock; Mr. Kaplan held options to purchase an aggregate of 50,000 shares of common stock; and Mr. Lamb held options to purchase an aggregate of 50,000 shares of common stock. (3) The amount for Mr. Muñiz represents his $1.25 million annual advisory fee and a $500,000 success fee under the Muñiz Agreement described below. ### Arrangement with Executive Chairman Mr. Muñiz previously entered into a letter agreement with the Company, dated May 28, 2021 as amended as of May 25, 2022 and further amended and restated as of March 19, 2026 (the “Muñiz Agreement”), for his services as senior special advisor, pursuant to which he was eligible to receive a $1.75 million annual fee (effective as of January 1, 2026) for providing strategic advisory services to the Company and its affiliates as a special adviser regardless of his position as director and Executive Chairman, and an annual bonus of at least $500,000. On June 23, 2026 we entered into a consulting services agreement with Mr. Muñiz (the “Muñiz Consulting Agreement”), which replaced the Muñiz Agreement. The Muñiz Consulting Agreement provides Mr. Muñiz with an annual consulting fee of $1,125,000 and an additional monthly fee of $5,300 (in each case, pro-rated for partial months of services). Mr. Muñiz is also eligible to receive an annual target incentive fee equal to 100% of his annual consulting fee (with the 2026 annual target incentive fee calculated with reference to his total annual consulting fee paid during the 2026 calendar year plus any base fees paid to Mr. Muñiz under the Muñiz Agreement in 2026). 110 --- In addition, the Muñiz Consulting Agreement provides that, if, at any time other than during the CIC Protective Period, Mr. Muñiz’s services are terminated by the Company without cause or he resigns for good reason (each as defined in the Muñiz Consulting Agreement), Mr. Muñiz is entitled to the following: (i) a lump sum cash severance payment equal to 2.0 times his annual consulting fee and annual target incentive fee, (ii) a lump sum cash payment equal to eighteen (18) months of his additional monthly fee, (iii) vesting of any then-outstanding and unvested time-based equity awards (or portions thereof) held by Mr. Muñiz that are scheduled to vest during the twelve (12)-month period immediately following his service termination date and (iv) treatment of any then-outstanding and unvested performance-based equity awards held by Mr. Muñiz in accordance with the applicable award agreement governing such awards. If, during the CIC Protective Period, Mr. Muñiz’s services are terminated by the Company without cause or he resigns for good reason, Mr. Muñiz will be entitled to the following: (i) a lump sum cash severance payment equal to 2.0 times his annual consulting fee and annual target incentive fee, (ii) a pro-rated annual target incentive fee for the year in which his services are terminated, (iii) a lump sum cash payment equal to eighteen (18) months of his additional monthly fee, (iv) full vesting of any then-outstanding and unvested time-based equity awards held by Mr. Muñiz and (v) treatment of any then-outstanding and unvested performance-based equity awards held by Mr. Muñiz in accordance with the applicable award agreement governing such awards. The Muñiz Consulting Agreement also contains standard restrictive covenants, including confidentiality, non-disparagement, non-solicit and non-competition covenants. ### Director Compensation Program In connection with our initial public offering, our Board of Directors adopted a non-employee director compensation program (the “Director Compensation Program”) pursuant to which our non-employee directors (excluding Mr. Muñiz) will be eligible to receive an annual cash retainer fee equal to $75,000. The Chairman of the Board of the Directors is eligible to receive an additional annual retainer of $100,000 and any lead independent director is eligible to receive an additional annual retainer of $75,000. Additional annual retainers are also paid for committee service, as follows: | Board Committee | Additional Retainer for Non-Chair Membership($) | Additional Retainer for Chair Membership($) | | --- | --- | --- | | Audit Committee | 7,500 | 15,000 | | Compensation Committee | 5,000 | 10,000 | | Nominating and Governance Committee | 5,000 | 10,000 | | Technical, Safety and Sustainability Committee (if applicable) | 5,000 | 10,000 | Non-employee directors will be eligible to defer cash retainers into deferred stock units. Pursuant to the Director Compensation Program, except as otherwise determined by our Board of Directors (or applicable committee thereof), each non-employee director will also receive an annual grant of RSUs with respect to a number of shares with a value equal to $125,000 (based on the closing price of a share of common stock on the date of grant), which will cliff vest on the date of the next annual meeting of stockholders, provided that if a non-employee director joins the Board of Directors between annual meetings of stockholders, such non-employee director’s RSU grant may be prorated for the full months of expected service until the next annual meeting of stockholders. On June 29, 2026, each non-employee director of the Board of Directors (excluding Mr. Muñiz) received an initial grant of 10,417 RSUs (the “Non-Employee Director Initial RSUs”). The Non-Employee Director Initial RSUs will cliff vest on the date of the Company's 2027 annual meeting of stockholders. The Company has also adopted stock ownership guidelines, pursuant to which each non-employee director will be required to own shares having a value at least equal to three times the amount of the annual cash retainer fee within five years of becoming subject to the guidelines. 111 --- CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS The following is a description of each transaction or series of related transactions (other than the employment agreements, equity awards and other compensation-related arrangements described in “Executive and Director Compensation”) since January 1, 2024, and each currently proposed transaction in which: - we are, were or will be a participant; - the amount involved exceeded or will exceed $120,000; and - any of our directors, executive officers, or beneficial owners of more than 5% of any class of our capital stock, or any members of the immediate family of or any entity affiliated with any such person, had or will have a direct or indirect material interest. ### Term Loans On May 14, 2024, we entered into the May 2024 Term Loan with ESOF II for an aggregate principal amount of $6.0 million, bearing interest at a rate of 12.00% per annum. On November 1, 2024, we entered into the November 2024 Term Loan with EGH for an aggregate principal amount of $6.0 million, bearing interest at a rate of 12.00% per annum. On May 1, 2025, we entered into the May 2025 Term Loan with EGH for an aggregate principal amount of $20.0 million, bearing interest at a rate of 12.00% per annum. ### Private Placement Transaction On November 15, 2025, we launched the Private Placement of up to 9,714,286 shares of our common stock for an aggregate purchase price of up to $47,600,000 at a price per share of $4.90. On November 15, 2025, we entered into purchase agreements with EGH and ESOF II pursuant to which, among other things, EGH and ESOF II agreed to purchase an aggregate of 6,660,132 shares of our common stock at a purchase price of $4.90 per share for the Initial Closing Amount of approximately $32.6 million. A portion of the Initial Closing Amount was used to cancel all outstanding amounts (totaling approximately $22.6 million, including principal and accrued but unpaid interest) under the May 2024 Term Loan, the November 2024 Term Loan and the May 2025 Term Loan. On November 15, 2025, EGH also committed to purchase additional shares of our common stock at a purchase price of $4.90 per share prior to April 1, 2026, in an amount that, together with the Initial Closing Amount and any amounts received by us from EGH or qualified purchasers other than EGH during such time period, would result in total proceeds to us of $47.6 million. Between November 15, 2025 and March 27, 2026, we entered into the following purchase agreements: - a purchase agreement, dated November 17, 2025, with Douglas Groh, one of our directors, pursuant to which, among other things, we offered and sold 20,410 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of $100,009; - a purchase agreement, dated January 23, 2026, with Ajami Associates, an entity controlled by Ali Reza Erfan, one of our directors, pursuant to which, among other things, we offered and sold 20,410 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of $100,009; - additional purchase agreements, dated January 29, 2026 and March 27, 2026, with EGH, pursuant to which, among other things, we offered and sold 2,688,338 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of approximately $13.2 million; - a purchase agreement, dated March 20, 2026, with Luis Barreto, our Chief Financial Officer, pursuant to which, among other things, we offered and sold 30,000 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of approximately $147,000; - a purchase agreement, dated March 25, 2026, with Fabián Galindo, our Country Manager, pursuant to which, among other things, we offered and sold 10,000 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of approximately $49,000; and - a purchase agreement, dated March 25, 2026, with Jaime Cortés Álvarez, our General Counsel and Secretary, pursuant to which, among other things, we offered and sold 60,200 shares of our common stock at a purchase price of $4.90 per share for an aggregate purchase price of approximately $294,980. 112 --- ### Management Services Agreement On January 1, 2019, we entered into a management services agreement with The Electrum Group LLC, pursuant to which Electrum provides various operational, accounting and administrative services to us on a cost-plus basis. We incurred $0.0 million of expenses to Electrum in the three months ended March 31, 2026 and we incurred $0.2 million and $0.1 million of expenses for services by Electrum in the fiscal years ended December 31, 2025 and 2024, respectively. The management services agreement may be terminated with or without cause by either party upon 30 days’ prior written notice to the other party. ### Financial Support Commitment Letter In May 5, 2026, we received a financial support commitment letter from TEG Global, the general partner of EGH, to ensure our ability to satisfy our obligations through December 31, 2027. ### Ospraie Shareholders Agreement On November 15, 2025 we entered into a Second Amended and Restated Shareholders Agreement (the “Ospraie Shareholders Agreement”) with EGH, ESOF II and Ospraie Real Assets Fund LP (“Ospraie”) pursuant to which, among other things, Ospraie had the right to nominate one member of our Board of Directors and consultation rights with respect to certain actions by us so long as Ospraie beneficially owned in the aggregate at least 3% of the then outstanding shares of our common stock. The Ospraie Shareholders Agreement also provided EGH, ESOF II and Ospraie with preemptive rights, information rights, tag-along rights and drag-along rights. The Ospraie Shareholders Agreement automatically terminated immediately prior to the consummation of our initial public offering. ### Stockholders’ Agreement On June 29, 2026, we entered into the Stockholders’ Agreement, pursuant to which Electrum has the right to nominate (i) a number of members of our Board of Directors that is one fewer than a majority so long as Electrum beneficially owns at least 35% of the then outstanding shares of our common stock, and (ii) one member of our Board of Directors so long as Electrum beneficially owns less than 35%, but at least 5%, of the then outstanding shares of our common stock. The nominees of Electrum will need to be approved by our Board of Directors and elected at the annual meeting of stockholders. The Stockholders’ Agreement also provides that for so long as Electrum owns at least 35% of the then outstanding shares of our common stock, Electrum’s approval must be obtained prior to us engaging in certain actions, including change of control transactions, the acquisition or sale of any asset or any joint venture investment in excess of $100 million, the incurrence of more than $100 million of indebtedness, making any loan, advance or capital contribution in excess of $100 million and the issuance of more than $100 million in the aggregate of equity securities. The Stockholders’ Agreement also provides that for so long as Electrum owns at least 35% of the then outstanding shares of our common stock, certain actions by us will require prior consultation with Electrum. The actions requiring prior consultation with Electrum include the hiring, removal or material changes to contracts of the chairman of the Board of Directors, Chief Executive Officer or Chief Financial Officer and the approval of our annual capital expenditure budget. Lastly, we have agreed to indemnify Electrum from any losses arising directly or indirectly out of its actual, alleged or deemed control or ability to influence us or the actual or alleged act or omission of its director nominees, including any act or omission in connection with our initial public offering, subject to certain limitations and exemptions, including requirements that the indemnified party acted in good faith, exclusions for liabilities covered by insurance or arising from proceedings voluntarily initiated by the indemnified party, restrictions on indemnification for settlements not approved by us in advance, and other carve-outs set forth in the Stockholders’ Agreement. If our agreement to indemnify Electrum is unavailable or unenforceable for any reason other than the statutory limitations set forth in applicable law, we have agreed to make the maximum contribution to the payment and satisfaction of the indemnified liabilities permissible under applicable law. ### Registration Rights Agreement On June 29, 2026, we entered into a registration rights agreement with certain of our stockholders pursuant to which we granted certain of our stockholders and their affiliates certain registration rights with respect to shares of our common stock owned by them following the expiration of the Lock-up Period. The shares of our common stock held by such stockholders will cease to be “registrable” once they have been sold under an effective registration statement, sold in compliance with Rule 144 or otherwise transferred without restriction under the Securities Act. 113 --- Demand Registration Rights. Pursuant to the registration rights agreement, the Electrum Parties and/or Ospraie may require us to file a registration statement under the Securities Act with respect to all or a portion of their shares of our common stock following the expiration of the Lock-up Period. We will not be obligated to effect more than three demand registrations within a 12-month period. In addition, if it would be detrimental to us and our stockholders to effect such registration, we have the right to defer such registration, not more than once in any six-month period, for a period of up to 90 days. Shelf Registration. Subject to eligibility under the Securities Act and SEC rules, the Electrum Parties and/or Ospraie may require us to file and maintain a shelf registration statement on Form S-3 covering the shares of our common stock held by them. Any underwritten offering pursuant to the shelf registration will be treated as a demand registration subject to the demand registration provisions described above. Piggyback Registration Rights. If we propose to register any of our securities under the Securities Act (other than on Form S-8, S-4 or F-4 or any successor forms), the Electrum Parties and Ospraie will be entitled to certain “piggyback” registration rights subject to certain exceptions and limitations. In an underwritten public offering, subject to specified conditions, we may limit the number of shares the Electrum Parties and Ospraie may include. ### Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. ### Statement of Policy on Related Party Transactions We have adopted a related party transaction policy designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure, approval and resolution of any real or potential conflicts of interest that may exist from time to time. This policy provides, among other things, that all related party transactions will be ratified and approved by disinterested members of our Board of Directors after receiving a recommendation from the Audit Committee that the transaction is fair, reasonable and within our policy. In making its recommendation, the Audit Committee will consider each related party transaction in light of all relevant factors, including the benefits of the transaction to us, the terms of the transaction and whether they are arm’s length and in the ordinary course of our business, the direct or indirect nature of the related party’s interest in the transaction, the size and expected term of the transaction, and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and stock exchange standards. 114 --- PRINCIPAL STOCKHOLDERS The following table sets forth information regarding beneficial ownership of our common stock as of July 15, 2026, by: - each person whom we know to own beneficially more than 5% of our common stock; - each of our directors, director nominees and named executive officers individually; and - all of our directors, director nominees and executive officers as a group. In accordance with the rules of the SEC, beneficial ownership includes shares over which a person has voting or investment power or the right to acquire such power within 60 days. Shares issuable pursuant to equity awards or other rights are deemed outstanding for purposes of computing the percentage ownership of the person holding such equity awards or other rights but are not outstanding for purposes of computing the percentage ownership of any other person. The percentage of beneficial ownership for the following table is based on 150,851,341 shares of common stock outstanding. Unless otherwise indicated, the address for each listed stockholder is c/o Sinda Ltd., Antiguo Camino a Don Diego S/N, Fraccionamiento Mi Bendición, Interior 6, San Miguel de Allende, Guanajuato, Mexico 37898. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. | Name of Beneficial Owner | Shares Beneficially Owned | Percentage of Shares Beneficially Owned | | --- | --- | --- | | Directors and NEOs: | | | | Fabián Galindo(1) | 301,000 | * | | Carla Llantada(2) | 96,327 | * | | André van Niekerk(3) | 300,000 | * | | Daniel Muñiz Quintanilla(4) | 3,350,000 | 2.2% | | Ali Reza Erfan(5) | 70,410 | * | | Igor Gonzales | — | * | | Douglas Groh | 20,410 | * | | Graeme Cameron Maxwell Lamb(6) | 50,000 | * | | Kalidas Madhavpeddi | — | * | | Anna El-Erian | — | * | | Vanessa Rubio Márquez | — | * | | All current executive officers, directors and director nominees as a group (11 persons) | 3,882,020 | 2.5% | | Greater than 5% Stockholders: | | | | Electrum(7) | 122,953,908 | 81.5% | | Ospraie(8) | 7,873,126 | 5.2% | \* Represents beneficial ownership of less than 1%. (1) Consists of (i) 10,000 shares of our common stock held by Mr. Galindo as of July 15, 2026, (ii) 100,000 shares of our common stock issuable upon the exercise of stock options held by Mr. Galindo as of July 15, 2026 that are exercisable within 60 days of July 15, 2026 and (iii) 191,000 shares of our common stock issuable upon the settlement of RSUs held by Mr. Galindo as of July 15, 2026 that are fully vested and required to be settled within 60 days of July 15, 2026. (2) Consists of (i) 6,327 shares of our common stock held by Mrs. Llantada as of July 15, 2026, (ii) 40,000 shares of our common stock issuable upon the exercise of stock options held by Mrs. Llantada as of July 15, 2026 that are exercisable within 60 days of July 15, 2026 and (iii) 50,000 shares of our common stock issuable upon the settlement of RSUs held by Mrs. Llantada as of July 15, 2026 that are fully vested and required to be settled within 60 days of July 15, 2026. (3) Consists of 300,000 shares of our common stock issuable upon the exercise of stock options held by Mr. Van Niekerk as of July 15, 2026 that are exercisable within 60 days of July 15, 2026. (4) Consists of 3,350,000 shares of our common stock issuable upon the exercise of stock options held by Mr. Muñiz Quintanilla as of July 15, 2026 that are exercisable within 60 days of July 15, 2026. (5) Consists of (i) 20,410 shares of our common stock held by Ajami Associates, Ltd. as of July 15, 2026 and (ii) 50,000 shares of our common stock issuable upon the exercise of stock options held by Ajami Associates, Ltd. as of July 15, 2026 that are exercisable within 60 days of July 15, 2026. Mr. Erfan is a director of Ajami Associates, Ltd. (6) Consists of 50,000 shares of our common stock issuable upon the exercise of stock options held by Mr. Lamb as of July 15, 2026 that are exercisable within 60 days of July 15, 2026. 115 --- (7) Consists of (i) 110,435,087 shares of our common stock held by EGH and (ii) 12,518,821 shares of our common stock held by ESOF II. TEG Global GP Ltd. (“TEG Global”) is the general partner of EGH. The Electrum Group LLC acts as an investment advisor to EGH. As a result, TEG Global and The Electrum Group LLC may be deemed to beneficially own the shares of our common stock held by EGH. The general partner of ESOF II is Electrum Strategic Opportunities Fund II GP L.P. (“ESOF II GP L.P.”), and the general partner of ESOF II GP L.P. is ESOF II GP Ltd. (“ESOF II GP”). ESOF II GP is wholly owned by EGH. The Electrum Group LLC acts as an investment advisor to ESOF II. As a result, EGH, TEG Global, ESOF II GP L.P., The Electrum Group LLC and ESOF II GP may be deemed to beneficially own the shares of our common stock held by ESOF II. The business address of each of the foregoing persons is 600 Fifth Avenue, 24th Floor, New York, New York 10020. (8) Consists of (i) 50,000 shares of our common stock issuable upon the exercise of stock options held by Ospraie as of July 15, 2026 that are exercisable within 60 days of July 15, 2026 and (ii) 7,823,126 shares of our common stock held by Ospraie. Ospraie Management, LLC (“OM LLC”) is the investment manager of Ospraie and has been delegated voting and investment power and thus may be deemed to beneficially own the shares of our common stock held by Ospraie. Ospraie Holding I, LP (“Ospraie Holding”) may be deemed to beneficially own the shares of our common stock held by Ospraie as the managing member of OM LLC. Ospraie Management Inc. (“OM Inc.”) may be deemed to beneficially own the shares of our common stock held by Ospraie as the general partner of Ospraie Holding. Ospraie Real Assets GP LLC (“Ospraie GP”) may be deemed to beneficially own the shares of our common stock held by Ospraie as the general partner of Ospraie. Dwight Anderson may be deemed to beneficially own the shares of our common stock held by Ospraie as the managing member of Ospraie GP and as the sole owner of OM Inc. The business address of each of the foregoing persons is 411 Theodore Fremd Avenue, Suite 240, Rye, NY 10580. 116 --- SELLING STOCKHOLDER This prospectus relates to the resale or other disposition from time to time by the Selling Stockholder of up to 7,939,544 shares of our common stock that were issued to Fresnillo pursuant to the Common Stock Purchase Agreement, dated June 22, 2026, in a transaction exempt from the registration requirements of the Securities Act. The shares of common stock being registered for resale represented 5.00% of our outstanding shares common stock at the time of issuance. When we refer to the “Selling Stockholder” in this prospectus, we mean the person listed in the table below, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the Selling Stockholder’s interest in the common stock other than through a public sale. The following table sets forth, as of July 27, 2026, the name of the Selling Stockholder, and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act, and the rules and regulations thereunder) of the shares of common stock held by the Selling Stockholder, as of the date of this prospectus. The third column lists the aggregate number of shares of common stock that the Selling Stockholder may offer pursuant to this prospectus. | Name of Selling Stockholder | Number of Shares Owned Prior to Resale | Percentage of Shares Beneficially Owned Prior to Resale | Maximum Number of Shares To be Sold Pursuant to this Prospectus | Number of Shares Owned After Resale | Percentage of Shares Beneficially Owned After Resale | | --- | --- | --- | --- | --- | --- | | Fresnillo plc(1) | 7,939,544 | 5.00% | 7,939,544 | —(2) | —(2) | (1) Fresnillo plc is a public limited company organized under the laws of the United Kingdom whose shares are traded on the London Stock Exchange. Industrias Peñoles, SAB de CV (“IPSA”) is a corporation organized under the laws of Mexico whose shares are traded on the Mexican Stock Exchange. IPSA is the beneficial owner of approximately 74.99% of the outstanding ordinary shares of Fresnillo plc. Mr. Alejandro Baillères is the controlling shareholder of IPSA. The address for Fresnillo plc, IPSA and Mr. Baillères is Calzada Legaria 549 torre 2 piso 11, Col, 10 de Abril, Alcaldía Miguel Hidalgo, Ciudad de México. See “Prospectus Summary—Recent Developments and Near-Term Exploration Plan—Concurrent Placement.” (2) Assumes that all of the shares of common stock being registered for resale are sold by the Selling Stockholder. There can be no assurance that the Selling Stockholder will sell any or all of the shares of common stock being registered for resale. The Selling Stockholder may sell all, some or none of the shares of common stock being registered for resale. See “Plan of Distribution.” 117 --- DESCRIPTION OF CAPITAL STOCK The following descriptions are summaries of the material terms of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Reference is made to the more detailed provisions of, and the following descriptions are qualified in their entirety by reference to, applicable law and the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. See “Where You Can Find More Information.” ### General Our authorized capital stock consists of 3,500,000,000 shares of common stock, par value $0.0001 per share, and 250,000,000 shares of preferred stock, par value $0.0001 per share. ### Common Stock Common stock outstanding. As of March 31, 2026, there were 131,186,013 ordinary shares outstanding which were held of record by 16 shareholders. After giving effect to the issuance and sale of 19,665,328 shares of common stock in our initial public offering and the issuance and sale of 7,939,544 shares of common stock in the Concurrent Placement, there are 158,790,885 shares of common stock outstanding. All outstanding shares of common stock are fully paid and non-assessable. Voting rights. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders, except on matters relating solely to terms of preferred stock. Dividend rights. We do not intend to pay any dividends in the foreseeable future and currently intend to retain all future earnings to finance our business. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available therefor. See “Dividend Policy.” Rights upon liquidation. In the event of liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. Other rights. The holders of our common stock have no preemptive or conversion or exchange rights or other subscription rights. There are no redemption, retraction, purchase for cancellation, surrender or sinking or purchase fund provisions applicable to the common stock. ### Preferred Stock Our Board of Directors has the authority to issue the preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying or preventing a change in control of our Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. At present, we have no plans to issue any of the preferred stock. ### Summary of Certain Provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws ### Requirements for Advance Notification of Stockholder Nominations and Proposals Our Amended and Restated Bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors. ### Limits on Written Consents Any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock. ### Limits on Special Meetings Special meetings of the stockholders may be called at any time only by the secretary at the direction of our Board of Directors pursuant to a resolution adopted by our Board of Directors. 118 --- ### Choice of Forum Our Amended and Restated Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty owed by any director, officer or other employee of the Company to us or our stockholders; (iii) any action asserting a claim against us arising under the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; and (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. The foregoing provision does not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. Our Amended and Restated Certificate of Incorporation further provides that if and only if the Court of Chancery of the State of Delaware dismisses any action described in (i) through (iv) above for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Our Amended and Restated Certificate of Incorporation further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Our Amended and Restated Certificate of Incorporation also provides that any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of and to have consented to these choice of forum provisions. These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. While Delaware courts have determined that choice of forum provisions are facially valid, it is possible that a court of law in another jurisdiction could rule that the choice of forum provisions contained in our Amended and Restated Certificate of Incorporation are inapplicable or unenforceable if they are challenged in a proceeding or otherwise. If a court were to find the choice of forum provision in our Amended and Restated Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. ### Corporate Opportunities Our Amended and Restated Certificate of Incorporation provides that we renounce any interest or expectancy in the business opportunities of Electrum and our directors, and that none of Electrum nor our directors have any obligation to offer us those opportunities. Accordingly, affiliates of Electrum who serve on our Board of Directors have no duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate, including any mining business, and may pursue certain corporate opportunities that may be complementary to our business. ### Amendments to Our Governing Documents Generally, the amendment of our Amended and Restated Certificate of Incorporation requires approval by our Board of Directors and the vote of holders of more than 66.67% of the votes entitled to be cast by the outstanding capital stock in the election of our Board of Directors. Any amendment to our Amended and Restated Bylaws requires the approval of either a majority of our Board of Directors or holders of more than 66.67% of the votes entitled to be cast by the outstanding capital stock in the election of our Board of Directors. ### Board of Directors Our Board of Directors consists of a single class of directors and directors serve until a successor is duly elected and qualified or until a director’s earlier death, removal or resignation. Our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws provide that directors may be removed only by the affirmative vote of the holders of 66.67% of our outstanding voting stock, voting together as a single class, unless approved by our Board of Directors, in which case such removal shall require the affirmative vote of the holders of more than 50% of our outstanding voting stock, voting together as a single class. Our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws provide that any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled by vote of a majority of our directors then in office. Furthermore, our Amended and Restated Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of our Board of Directors. 119 --- ### Delaware Business Combination Statute We have elected to be subject to Section 203 of the DGCL, which regulates corporate acquisitions. Section 203 prevents an “interested stockholder,” which is defined generally as a person owning 15% or more of a corporation’s voting stock, or any affiliate or associate of that person, from engaging in a broad range of “business combinations” with the corporation for three years after becoming an interested stockholder unless: - the board of directors of the corporation had previously approved either the business combination or the transaction that resulted in the stockholder’s becoming an interested stockholder; - upon completion of the transaction that resulted in the stockholder’s becoming an interested stockholder, that person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than statutorily excluded shares; or - following the transaction in which that person became an interested stockholder, the business combination is approved by the board of directors of the corporation and holders of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. Under Section 203, the restrictions described above also do not apply to specific business combinations proposed by an interested stockholder following the announcement or notification of designated extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors, if such extraordinary transaction is approved or not opposed by a majority of the directors who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. Section 203 may make it more difficult for a person who would be an interested stockholder to effect various business combinations with a corporation for a three-year period. Section 203 also may have the effect of preventing changes in our management and could make it more difficult to accomplish transactions which our stockholders may otherwise deem to be in their best interests. ### Anti-Takeover Effects of Some Provisions Some provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws could make the following more difficult: - acquisition of control of us by means of a proxy contest or otherwise, - removal of our incumbent officers and directors, - stockholder action by written consent, - calling of special meetings of stockholders, or - amendment or repeal of certain provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. These provisions, as well as our ability to issue preferred stock, are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms. ### Listing Our common stock is listed on the NYSE under the symbol “SIND.” ### Transfer Agent and Registrar The transfer agent and registrar for the common stock is Broadridge Corporate Issuer Solutions, LLC, located at 51 Mercedes Way Edgewood, NY 11717. 120 --- U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK The following is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our common stock by a Non-U.S. Holder (as defined below) that acquires any shares of common stock being registered for resale and holds such stock as a capital asset (generally, property for investment). This summary does not address all aspects of U.S. federal income taxation that may be relevant to a particular Non-U.S. Holder in light of its individual circumstances or the U.S. federal income tax consequences applicable to Non-U.S. Holders that are subject to special rules, such as controlled foreign corporations, passive foreign investment companies, corporations that accumulate earnings to avoid U.S. federal income tax, persons who hold or receive our common stock pursuant to the exercise of an employee stock option or otherwise as compensation, banks or other financial institutions, tax-exempt organizations (including private foundations), U.S. expatriates, broker-dealers and traders in securities or currencies, or Non-U.S. Holders that hold our common stock as part of a “straddle,” “hedge,” “conversion transaction,” or other integrated investment. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations promulgated thereunder, administrative pronouncements and judicial decisions, all as of the date of this prospectus, and changes to any of which may affect the tax consequences described herein, possibly with retroactive effect. There can be no assurances the IRS will not take, or that a court will not sustain, a position contrary to the discussion herein. This discussion does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances and does not describe any U.S. state, local or non-U.S. income or other tax consequences (including U.S. federal estate, gift and Medicare contribution tax consequences) of owning and disposing of our common stock. You should consult your tax advisor with regard to the application of the U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction. For purposes of this summary, the term “Non-U.S. Holder” means a beneficial owner of our common stock that is not for U.S. federal income tax purposes: - an individual who is a citizen or resident of the United States; - a corporation (or other entity treated as a corporation) created or organized in or under the laws of the United States or any political subdivision thereof; - an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or - a trust if (a) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all of the trust’s substantial decisions, or (b) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person. If a partnership (including any entity or arrangement treated as a partnership or other pass-through entity for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner or beneficial owner in such entity will generally depend upon the status of the owner and the activities of the entity. Partners in a partnership (or beneficial owners of another entity or arrangement treated as a partnership or other pass-through entity for U.S. federal income tax purposes) should consult their tax advisors as to the U.S. federal income tax consequences to them of an investment in our common stock in their particular circumstances. THIS DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. ### Dividends As described in “Dividend Policy,” we do not currently anticipate paying dividends on our common stock. However, if we do make distributions of cash or property on our common stock, such distributions will generally be treated as dividends to the extent such distributions are paid from our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Any such distributions in excess of our current and accumulated earnings and profits will be treated first as a return of capital to the extent of the holder’s adjusted tax basis in our common stock and thereafter as capital gain from the sale or exchange of such common stock. 121 --- Subject to the discussion below under “—FATCA,” the gross amount of dividends paid to a Non-U.S. Holder with respect to our common stock will generally be subject to U.S. federal withholding tax at a rate of 30% (or such lower rate as may be prescribed by an applicable income tax treaty), unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States). Dividends effectively connected with a Non-U.S. Holder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States) will generally not be subject to U.S. withholding tax if the Non-U.S. Holder complies with applicable certification and disclosure requirements (generally, by providing an IRS Form W-8ECI (or any appropriate successor or replacement form)). Instead, such dividends will generally be subject to U.S. federal income tax on a net income basis in the same manner in which U.S. persons are subject to U.S. federal income tax. Corporate Non-U.S. Holders may be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on their “effectively connected earnings and profits,” subject to certain adjustments. An eligible Non-U.S. Holder may obtain a reduced rate of withholding under an applicable income tax treaty by providing a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or any appropriate successor or replacement forms), as applicable, certifying that it is not a U.S. person as defined under the Code and that it is entitled to benefits under the treaty or, if such Non-U.S. Holder’s common stock is held through certain foreign intermediaries or foreign partnerships, by satisfying the relevant certification requirements of applicable U.S. Treasury Regulations. A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty and the specific manner of claiming the benefits of any such treaty. ### Gain on Disposition of Our Common Stock A Non-U.S. Holder will generally not be subject to U.S. federal income or withholding tax on gain realized on a sale or other taxable disposition of our common stock unless: - the gain is effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case, the Non-U.S. Holder will be subject to U.S. federal income tax on such gain on a net income basis in the same manner in which U.S. persons are subject to U.S. federal income tax and, in the case of corporate Non-U.S. Holders, may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty); - in the case of a Non-U.S. Holder that is a non-resident alien individual, such Non-U.S. Holder is present in the United States for 183 or more days in the taxable year of disposition and certain other conditions are met, in which case the Non-U.S. Holder will generally be subject to income tax at a rate of 30% (or lower applicable treaty rate) on any capital gain recognized on the disposition of our common stock, which may be offset by certain U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided such Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses; or - we are or have been a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes at any time within the shorter of (i) the five-year period ending on the date of such sale or other taxable disposition or (ii) the period that such Non-U.S. Holder held our common stock and either (a) our common stock was not treated as regularly traded on an established securities market at the time the sale or other taxable disposition occurred, or (b) such Non-U.S. Holder owns or owned (actually of constructively) more than 5% of our common stock at any time during the shorter of the two periods mentioned in (i) and (ii) above, in which case, the Non-U.S. Holder will be subject to U.S. federal income tax on such gain on a net income basis in the same manner in which U.S. persons are subject to U.S. federal income tax. No assurance can be provided that our common stock will continue to be regularly traded on an established securities market for this purpose. We will be classified as a USRPHC if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. Although there can be no assurance in this regard, we believe we are not, and do not anticipate becoming, a USRPHC. 122 --- Non-U.S. Holders are urged to consult their tax advisors regarding the application of these rules. ### FATCA Certain rules may require withholding at a rate of 30% on dividends in respect of our common stock held by or through certain foreign financial institutions (including investment funds), unless such institution (i) enters into, and complies with, an agreement with the U.S. Treasury Department to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution to the extent such interests or accounts are held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments or (ii) complies with an intergovernmental agreement between the United States and an applicable foreign country to report such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of our common stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions will be subject to withholding at a rate of 30%, unless such entity either (i) certifies that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which we or the applicable withholding agent will in turn provide to the U.S. Treasury Department. Prospective investors should consult their tax advisors regarding the possible implications of FATCA tax on an investment in our common stock. 123 --- PLAN OF DISTRIBUTION We are registering the shares of common stock issued to the Selling Stockholder to permit the resale of these shares of common stock by the holders of the shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. Following the expiration of the Lock-up Period, the Selling Stockholder may sell all or a portion of the shares of common stock being registered for resale from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the Selling Stockholder will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The Selling Stockholder may use any one or more of the following methods when selling shares: - ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; - block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; - purchases by a broker-dealer as principal and resale by the broker-dealer for its account; - an exchange distribution in accordance with the rules of the applicable exchange; - privately negotiated transactions; - settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; - broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share; - through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; - a combination of any such methods of sale; and - any other method permitted pursuant to applicable law. Following the expiration of the Lock-up Period, the Selling Stockholder also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions. Broker dealers engaged by the Selling Stockholder may arrange for other broker dealers to participate in sales. If the Selling Stockholder effects such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholder or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2121. In connection with sales of the shares of common stock or otherwise, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The Selling Stockholder may also sell shares of common stock short and if such short sale shall take place after the date that the registration statement of which this prospectus forms a part is declared effective by the SEC, the Selling Stockholder may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Stockholder may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The Selling Stockholder may also enter into option or other 124 --- transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares of common stock being registered for resale, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the Selling Stockholder have been advised that it may not use shares registered for resale to cover short sales of our common stock made prior to the date the registration statement of which this prospectus forms a part has been declared effective by the SEC. The Selling Stockholder may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The Selling Stockholder also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The Selling Stockholder and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. If the Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, it will be subject to the applicable prospectus delivery requirements of the Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. The Selling Stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by the Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8.0%). Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that the Selling Stockholder will sell any or all of the shares of common stock being registered for resale. The Selling Stockholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the Selling Stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. Pursuant to the Investor Rights Agreement, we will pay all expenses of the registration of the shares of common stock being registered for resale, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the Financial Industry Regulatory Authority, Inc., and fees of transfer agents and registrars; provided, however, that the Selling Stockholder will pay all fees, discounts and selling commissions, if any, transfer taxes, if any and any related legal expenses incurred by it. 125 --- LEGAL MATTERS The validity of the shares of common stock being registered for resale will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. EXPERTS The financial statements of Sinda Ltd. as of December 31, 2025 and 2024 and for the years then ended, included in this prospectus, have been audited by Galaz, Yamazaki, Ruiz Urquiza, S.C., Mexico City, Mexico, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing. The scientific and technical information related to the Sinda Property contained in the Sinda Technical Report Summary and reproduced in this prospectus, including Mineral Resource estimates and Exploration Target estimates, has been approved and verified by SRK. CHANGE IN INDEPENDENT ACCOUNTANTS On December 12, 2024, our Board of Directors dismissed Plante & Moran, PLLC as our independent auditor and approved the engagement of Galaz, Yamazaki, Ruiz Urquiza, S.C. as our independent registered public accounting firm, effective March 17, 2025, the date on which Plante & Moran, PLLC delivered its audit report for the year ended December 31, 2023. The reports of Plante & Moran, PLLC on our consolidated financial statements for each of the two fiscal years prior to its dismissal did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. We had no disagreements with Plante & Moran, PLLC on any matter of accounting principles or practices, consolidated financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to its satisfaction, would have caused Plante & Moran, PLLC to make reference in connection with its opinion to the subject matter of the disagreement during its audit for the year ended December 31, 2023 or the subsequent period through March 17, 2025. During the year ended December 31, 2023 and the subsequent period through March 17, 2025, there were no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weaknesses identified in our internal control over financial reporting described in “Risk Factors—Risks Related to Ownership of Our Common Stock—As a public company, are be obligated to develop and maintain proper and effective internal controls over financial reporting. We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls.” During the year ended December 31, 2023 and the subsequent period through March 17, 2025, neither we, nor anyone acting on our behalf, consulted with Galaz, Yamazaki, Ruiz Urquiza, S.C. on matters that involved the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us by Galaz, Yamazaki, Ruiz Urquiza, S.C. We have provided Plante & Moran, PLLC with a copy of the foregoing disclosure and have requested that Plante & Moran, PLLC furnish us with a letter addressed to the SEC stating whether or not Plante & Moran, PLLC agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of the letter from Plante & Moran, PLLC has been filed as an exhibit to the registration statement of which this prospectus forms a part. 126 --- WHERE YOU CAN FIND MORE INFORMATION We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act with respect to the shares of common stock being registered for resale. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the Company and our common stock, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit to the registration statement reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. As a public company, we are required to file periodic reports and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements we have filed electronically with the SEC. The address of that site is www.sec.gov. 127 --- GLOSSARY OF TECHNICAL TERMS Certain terms and abbreviations used in this prospectus are defined below: “Ag” means the chemical symbol for the element silver. “AgEq” means silver equivalent. “Au” means the chemical symbol for the element gold. “Concentrate” means the product of physical concentration processes, such as flotation or gravity concentration, which involves separating minerals or metals from unwanted waste rock. Concentrates may require subsequent processing (such as smelting or leaching) to break down or dissolve the minerals or metals to obtain the commodities of economic interest in marketable form. “Dilution” means estimates of waste or low-grade mineralized materials which must be mined together with potentially economic mineralized material as part of mining extraction activities. “Exploration” means prospecting, sampling, mapping, diamond drilling and other work involved in searching for mineral deposits of economic interest. “Exploration Target” means a statement or estimate 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. “Feasibility Study” means a comprehensive technical and economic study of the selected development option for a mineral project, which includes detailed assessments of all applicable Modifying Factors together with any other relevant operational factors, and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is economically viable (which term, when used in the context of Mineral Reserve determination, means that the Qualified Person has determined, using a discounted cash flow analysis, or has otherwise analytically determined, that extraction of the Mineral Reserve is economically viable under reasonable investment and market assumptions). The results of the study may serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. A Feasibility Study is more comprehensive, and with a higher degree of accuracy, than a Preliminary Feasibility Study. It must contain mining, infrastructure, and process designs completed with sufficient rigor to serve as the basis for an investment decision or to support project financing. The confidence level in the results of a Feasibility Study is higher than the confidence level in the results of a Preliminary Feasibility Study. Terms such as full, final, comprehensive, bankable, or definitive Feasibility Study are equivalent to a Feasibility Study. “Grade” means the concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne or ounces per ton, the grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from the deposit. “Hectare” means 10,000 square meters (2.471 acres). “Indicated Mineral Resource” means 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” means 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. “Initial Assessment” means a preliminary technical and economic study of the economic potential of all or parts of the mineralization to support the disclosure of Mineral Resources. An Initial Assessment must be prepared by a 128 --- Qualified Person and must include appropriate assessments of reasonably assumed technical and economic factors, together with any other relevant operational factors, that are necessary to demonstrate at the time of reporting that there are reasonable prospects for economic extraction. An Initial Assessment is required for disclosure of Mineral Resources, but cannot be used as the basis for disclosure of Mineral Reserves. “kilotonne” means 1,000 tonnes. “Measured Mineral Resource” means that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a Measured Mineral Resource is sufficient to allow a Qualified Person to apply Modifying Factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a Measured Mineral Resource has a higher level of confidence than the level of confidence of either an Indicated Mineral Resource or an Inferred Mineral Resource, a Measured Mineral Resource may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve. “Metallurgical recovery” means the proportion of the commodity of economic interest that is physically recovered in mineral processing operations. It is generally stated as a percentage of the commodity recovered during mineral processing operations compared to the original quantity of the commodity present in the mineral processing feed material. “Mill” means a processing facility where ore is finely ground and thereafter undergoes physical or chemical treatments to extract the valuable metals. “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 Reserves” means the economically mineable part of a Measured Mineral Resource or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined. “Mineral Resource” 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. “Modifying Factors” mean the factors that a Qualified Person must apply to Indicated Mineral Resources and Measured Mineral Resources and then evaluate in order to establish the economic viability of Mineral Reserves. A Qualified Person must apply and evaluate Modifying Factors to convert Indicated Mineral Resources or Measured Mineral Resources to Probable Mineral Reserves or Proven Mineral Reserves. Modifying Factors include, but are not restricted to: mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, compliance, plans, negotiations, or agreements with local individuals or groups, and governmental factors. The number, type and specific characteristics of the Modifying Factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project. “NSR Royalties” means royalties that are payable to parties from whom mineral rights were acquired and/or leased, and are based upon proceeds paid by smelters less certain costs, including costs incurred to transport the concentrates to the smelters, for mineralized material produced in the property area subject to the royalties. “Ore” means a natural occurring or engineered material, generally containing metallic or non-metallic minerals, that can be mined and processed at a profit as determined by a Preliminary Feasibility Study or Feasibility Study. “Ore body” means a mineral deposit, or portion thereof, that can be mined economically as determined by a Preliminary Feasibility Study or Feasibility Study. “Preliminary Feasibility Study” means a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a Qualified Person has determined (in the case 129 --- of underground mining) a preferred mining method, or (in the case of surface mining) a pit configuration, and in all cases has determined an effective method of mineral processing. A Preliminary Feasibility Study includes a financial analysis based on reasonable assumptions (which are based on appropriate testing) about the Modifying Factors, and the evaluation of any other relevant factors that are sufficient for a Qualified Person to determine if all or part of the Indicated Mineral Resources or Measured Mineral Resources may be converted to Probable Mineral Reserves or Proven Mineral Reserves at the time of reporting. The financial analysis must have the level of detail necessary to demonstrate, at the time of reporting, that extraction is economically viable. A Preliminary Feasibility Study is less comprehensive and results in a lower confidence level than a Feasibility Study. A Preliminary Feasibility Study is more comprehensive and results in a higher confidence level than an Initial Assessment. “Probable Mineral Reserve” means the economically mineable part of an Indicated Mineral Resources and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. “Proven Mineral Reserve” means the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Preliminary Feasibility Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. “Qualified Person” means an individual who is: (1) a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant; and (2) an eligible member or licensee in good standing of a recognized professional organization at the time the technical report is prepared. For an organization to be a recognized professional organization, it must: (i) be either: (a) an organization recognized within the mining industry as a reputable professional association, or (b) a board authorized by U.S. federal or state or foreign statute to regulate professionals in the mining, geoscience or related field; (ii) admit eligible members primarily on the basis of their academic qualifications and experience; (iii) establish and require compliance with professional standards of competence and ethics; (iv) require or encourage continuing professional development; (v) have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides; and (vi) provide a public list of members in good standing. “Reclamation” means the process by which lands disturbed as a result of mining activity are modified to support beneficial land use. Reclamation activity may include the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings, leach pads and other features, and contouring, covering and re-vegetation of waste rock and other disturbed areas. “Refining” means the final stage of metal production in which impurities are removed from the molten metal. “Smelting” means an intermediate stage metallurgical process in which metal is separated from impurities by using thermal or chemical separation techniques. “Tailings” means the material that remains at the end of mineral processing operations. “Tonne” means a metric tonne, which is 2,204.6 pounds. “Underground mining” means mineral exploitation in which extraction is carried out beneath the earth’s surface. “Waste” means rock or other material which cannot be mined, processed, or sold at a profit. 130 --- INDEX TO FINANCIAL STATEMENTS Sinda Ltd. Audited Consolidated Financial Statements [Report of Independent Registered Public Accounting Firm (PCAOB ID 1153)](#tRIR) [F-2](#tRIR) [Consolidated Balance Sheet as of December 31, 2025](#tCBS) [F-3](#tCBS) [Consolidated Statement of Operations for the years ended December 31, 2025 and 2024](#tCSO) [F-4](#tCSO) [Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2025 and 2024](#tCSC) [F-5](#tCSC) [Consolidated Statement of Cash Flows for the years ended December 31, 2025 and 2024](#tCSF) [F-6](#tCSF) [Notes to the Consolidated Financial Statements](#tNCF) [F-7](#tNCF) Sinda Ltd. Unaudited Condensed Consolidated Financial Statements [Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025](#tCBS1) [F-22](#tCBS1) [Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 and 2025](#tCSO2) [F-23](#tCSO2) [Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Equity for the three months ended March 31, 2026 and 2025](#tCSC3) [F-24](#tCSC3) [Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2026 and 2025](#tCSCF4) [F-25](#tCSCF4) [Notes to the Unaudited Condensed Consolidated Financial Statements](#tNCF5) [F-26](#tNCF5) F-1 --- Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of Sinda, Ltd. #### Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Sinda, Ltd. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). #### Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statement based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Galaz, Yamazaki, Ruiz Urquiza, S.C. Affiliate of a Member Firm of Deloitte Touche Tohmatsu Limited Galaz, Yamazaki, Ruiz Urquiza, S. C. Querétaro, México March 31, 2026 We have served as the Company’s auditor since 2024. F-2 --- #### Sinda Ltd. Consolidated Balance Sheets As of December 31, 2025 and 2024 (In U.S. dollars) | Line item | Notes | 2025 | 2024 | | --- | --- | --- | --- | | Assets | | | | | Current assets: | | | | | Cash and cash equivalents | | $10,804,841 | $978,068 | | Prepaid expenses | | 143,035 | 29,727 | | Other current assets | | 94,115 | 44,651 | | Total current assets | | 11,041,991 | 1,052,446 | | VAT receivable - net | | 2,293,878 | 1,302,847 | | Property, plant and equipment - net | 3 | 4,986,976 | 5,177,424 | | Exploration assets | 4 | 4,616,378 | 4,616,378 | | Operating lease right-of-use asset - net | 5 | 722,155 | 58,029 | | Other assets | | 25,261 | 23,245 | | Total | | $23,686,639 | $12,230,369 | | Liabilities and Shareholders’ equity | | | | | Current liabilities: | | | | | Accounts payable | 6 | $2,079,887 | $134,839 | | Accrued expenses | | 225,158 | 498,164 | | Accounts payable to related party | 9 | 122,546 | 312,207 | | Current portion of operating lease liabilities | 5 | 121,831 | 19,111 | | Withholding taxes | | 115,071 | 80,822 | | Total current liabilities | | 2,664,493 | 1,045,143 | | Convertible long-term debt with related parties | 9 | — | 8,067,274 | | Operating lease liabilities | 5 | 622,126 | 38,918 | | Labor obligations | | 85,599 | — | | Total liabilities | | 3,372,218 | 9,151,335 | | Commitments and contingencies | 13 | | | | Shareholders’ equity | | | | | Ordinary shares - $0.0001 par value, 500,000,000 shares authorized, 128,136,859 and 104,994,535 shares issued and outstanding as of December 31, 2025 and 2024, respectively | 7 | $12,814 | $10,500 | | Class A ordinary shares - $0.0001 par value, 250,000,000 shares authorized, 14,285,713 shares issued and outstanding as of December 31, 2024 | 7 | — | 1,428 | | Additional paid in capital | 7 | 141,454,897 | 105,625,546 | | Stock subscriptions received but not issued | | 100,009 | — | | Accumulated deficit | | (121,253,299) | (102,558,440) | | Total shareholders’ equity | | 20,314,421 | 3,079,034 | | Total | | $23,686,639 | $12,230,369 | (Concluded) See accompanying notes to these consolidated financial statements. F-3 --- #### Sinda Ltd. Consolidated Statements of Operations For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) | Line item | Notes | 2025 | 2024 | | --- | --- | --- | --- | | Operating expenses: | | | | | Exploration expenses | | $6,674,926 | $2,614,701 | | General and administrative expenses (including expenses with related parties, see note 9a) | | 10,873,349 | 7,395,712 | | Total operating expenses | | 17,548,275 | 10,010,413 | | Other income (expense), net | | | | | Interest expense with related parties | | (1,417,373) | (517,274) | | Interest income | | 22,799 | 37,994 | | Foreign exchange gain (loss) – net | | 232,807 | (246,532) | | Other income | | 15,183 | 84 | | Total other (expense) income, net | | (1,146,584) | (725,728) | | Net loss before income taxes | | (18,694,859) | (10,736,141) | | Income tax | 10 | — | — | | Net loss | | $(18,694,859) | $(10,736,141) | | Loss per share | | | | | Basic and diluted | | $(0.16) | $(0.09) | | Weighted average shares outstanding | | | | | Basic and diluted | | 120,386,699 | 119,280,248 | (Concluded) See accompanying notes to these consolidated financial statements. F-4 --- #### Sinda Ltd. Consolidated Statements of Changes in Shareholders’ Equity For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) | Line item | Notes | Ordinary Shares / Shares | Ordinary Shares / Amount | Class A Ordinary Shares / Shares | Class A Ordinary Shares / Amount | Additional Paid-in Capital | Stocksubscriptions Received butnot issued | Accumulated Deficit | Total Shareholders’ Equity | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance as of January 1, 2024 | 7 | 104,994,535 | $10,500 | 14,285,713 | $1,428 | $103,503,380 | $— | $(91,822,299) | $11,693,009 | | Share-based compensation | | — | — | — | — | 2,122,166 | — | — | 2,122,166 | | Net loss | | — | — | — | — | — | — | (10,736,141) | (10,736,141) | | Balance as of December 31, 2024 | 7 | 104,994,535 | $10,500 | 14,285,713 | $1,428 | $105,625,546 | $— | $(102,558,440) | $3,079,034 | | Conversion of Class A to ordinary shares | | 14,285,713 | 1,428 | (14,285,713) | (1,428) | — | — | — | — | | Conversion of convertible long-term debt with related parties | 7 | 4,619,316 | 462 | — | — | 22,634,185 | — | — | 22,634,647 | | Issuance of shares | | 4,237,295 | 424 | — | — | 10,024,076 | — | — | 10,024,500 | | Stock subscriptions received but not issued | | — | — | — | — | — | 100,009 | — | 100,009 | | Share-based compensation | | — | — | — | — | 3,171,090 | — | — | 3,171,090 | | Net loss | | — | — | — | — | — | — | (18,694,859) | (18,694,859) | | Balance as of December 31, 2025 | 7 | 128,136,859 | $12,814 | — | $— | $141,454,897 | $100,009 | $(121,253,299) | $20,314,421 | (Concluded) See accompanying notes to these consolidated financial statements. F-5 --- #### Sinda Ltd. Consolidated Statements of Cash Flows For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) | Line item | 2025 | 2024 | | --- | --- | --- | | Cash flows from operating activities: | | | | Net loss | $(18,694,859) | $(10,736,141) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | Depreciation | 335,928 | 335,958 | | Share-based compensation | 3,171,090 | 2,122,166 | | Non-cash operating lease expense | 104,424 | 43,330 | | Interest expense | 1,417,373 | 517,274 | | Changes in operating assets and liabilities: | | | | Prepaid expenses | (113,308) | 627 | | Other current assets | (49,464) | (15,043) | | Recoverable VAT | (991,031) | 173,061 | | Other assets | (2,016) | 7,128 | | Accounts payable | 1,945,048 | (111,336) | | Accrued expenses | (273,009) | (252,906) | | Labor Obligations | 85,599 | — | | Operating lease liabilities | (82,621) | (43,330) | | Accounts payable to related party | (189,661) | 248,062 | | Withholding tax | 34,249 | (92,523) | | Net cash used in operating activities | (13,302,258) | (7,803,673) | | Cash flows from investing activities: | | | | Additions to property, plant and equipment | (145,478) | (5,209) | | Net cash used in investing activities | (145,478) | (5,209) | | Cash flows from financing activities: | | | | Proceeds from convertible long-term debt with related parties | 13,150,000 | 7,550,000 | | Stock subscriptions received but not issued | 100,009 | — | | Issuance of shares | 10,024,500 | — | | Net cash provided by financing activities | 23,274,509 | 7,550,000 | | Cash: | | | | Net increase (decrease) for the year | 9,826,773 | (258,882) | | Beginning of year | 978,068 | 1,236,950 | | End of year | $10,804,841 | $978,068 | | Non-cash activities: | | | | Operating lease liabilities arising from obtaining right to use asset | $713,331 | $58,209 | | Conversion of convertible long-term debt with related parties | $22,634,185 | $— | | Capitalized interest from long-term debt with related parties | $1,417,373 | $— | (Concluded) See accompanying notes to these consolidated financial statements. F-6 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) 1. Nature of business, basis of presentation and foreign currency financial statements Nature of business - Sinda Ltd. (the “Company”), began operations under the corporate name of Minera Adularia International Ltd. and, effective March 1, 2023, changed its name to Sinda Ltd. an exempted company incorporated in the Cayman Islands. It was formed and registered on November 8, 2012 for the primary purpose to acquire, explore and develop mineral concessions in Mexico, which is where substantially all of the Company’s assets are located and where substantially all operations occur. The Company is considered an exploration stage company as the Company has not yet demonstrated the existence of proven or probable mineral reserves. Basis of presentation - The Company’s consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In accordance with ASC 830 (The Effects of Changes in Foreign Exchange Rates), the Company has determined that the U.S. Dollar (USD) is its functional currency. Also, these financial statements have been presented using the Company’s functional currency. Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes the estimates and assumptions used in the preparation of these consolidated financial statements were appropriate in the circumstances, actual results could differ from those estimates and assumptions. Going Concern - The accompanying consolidated financial statements are prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company is currently in the process of exploring the mineral concessions which they hold. Accordingly, the Company does not generate revenues and will continue to incur losses until its mining properties commence production. The Company reports an accumulated deficit of $121,253,299 and $102,558,440 as of December 31, 2025 and 2024, respectively; and incurred a net loss of $18,694,859 and $10,736,141 for the years then ended. Absent the ability to generate positive cash flows from operations, the Company’s continued funding is entirely dependent on additional debt from related parties and the issuance of additional shares of common stock to fund its activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, the Company’s controlling shareholder has confirmed its commitment to fund current operations and pay obligations as they become due for a period of at least twelve months following the issuance date of these consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recognized asset amounts or the amounts and classification of liabilities that might result from the outcome of these matters. Consolidation of financial statements - The consolidated financial statements include the financial statements of Sinda Ltd. and its subsidiaries. Investments in which the Company has the ability to exercise significant influence but not control are accounted for using the equity method. All significant intercompany transactions and balances have been eliminated in consolidation. Sinda, Ltd. subsidiaries and related shareholding percentages are shown below: | Group (or Company) | Ownership percentage | Activity | | --- | --- | --- | | Sinda LLC. | 100% | U.S. holding entity of SNDA Holding, S de R.L de C.V. | | SNDA Holding, S. de R.L. de C.V. | 99.99% | Holding company in Mexico | | SNDA Exploración, S. de R.L. de C.V. | 99.99% | Mineral exploration in Guanajuato, Mexico | F-7 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) The majority shareholder, The Electrum Group LLC, provides certain operational, accounting and administrative services to the Company. These related-party services are discussed in Note 9 of these consolidated financial statements. Risks and uncertainties - As a Company formed to acquire, explore, and develop mineral concessions, the Company’s growth and profitability depend significantly on the prevailing prices of minerals. Commodity prices are historically volatile and there can be no assurance that commodity prices will not be subject to significant future fluctuations. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows and access to capital given that the Company’s operation currently consists of the exploration of minerals. The carrying value and recoverability of the Company’s exploration assets are dependent on its ability to continue to fund exploration activities. A lack of financial support may negatively impact the Company’s exploration activities. In addition to changes in commodity prices, changes in exploration plans, increases in costs, geotechnical failures, changes in social, environmental or regulatory requirements, and public health conditions can adversely affect the Company’s ability to recover its investment in exploration assets and result in impairment charges. The Company’s wholly owned Mexican subsidiaries have certain transactions utilizing the Mexican peso. As the Company’s functional currency is the U.S. dollar, fluctuations in the currencies may result in gains or losses on foreign currency exchange. In Mexico, water rights for mining companies are subject to strict regulations and oversight by various governmental entities. Access to water for mining operations typically requires compliance with both federal and local water laws. Before going into production, the Company will need to secure a proper water source. As part of its water management program, the Company is reviewing the permit requirements, water treatment and recycling options, and exploring new water sources. In May 2023, the Mexican government enacted a decree amending several provisions of the Mining Law (“Ley de Minería”). The bill introduces substantial changes to mining legislation to promote environmental protection, prioritize the rights and interests of indigenous and Afro-Mexican peoples and communities, and enforce stricter regulation of mining concessions. The Company filed a preemptive and cautionary federal constitutional litigation (“Amparo Proceeding”) against the Mining Law to defend its original and long-term rights. The only portions of the new Mining Law that may impact the Company operations are changes to the original term of the mining concessions and restrictions to exploring and procuring mining waters in certain natural protected zones. As a result of the new Mining Law, the terms of the Company’s mining concessions were reduced from 78 – 85 years to 58 years. The terms of these concessions can be extended another 25 years through a public tender. There have been several appeals initiated against the bill. The Supreme Court of Justice in Mexico has been reviewing these appeals but has not issued a definitive resolution yet. The Company does not believe that the Mining Law will have a material impact on its current or future operations. 2. Significant accounting policies A summary of the significant accounting policies used in the preparation of the accompanying financial statements follows: Cash and cash equivalents - Cash and cash equivalents consist of checking accounts, foreign currency and other highly liquid instruments with an original maturity of three months or less when purchased. VAT receivable - In Mexico, value added taxes (“VAT”) are charged on purchases of materials and services, and sales of products. Businesses are generally entitled to recover the VAT they have paid related to purchases of materials and services, either as a refund or as a credit against future VAT payable. Likewise, businesses collect VAT from their customers as they sell a product or service. F-8 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) Amounts recognized as VAT receivable in these financial statements represent the net estimated VAT tax receivable. Even though the Company is entitled to recover the VAT receivable under current tax law, there are risks that the laws and regulations may change in the future which could decrease the amount collectable or increase the costs to collect. The risk is also related to the tax authority’s interpretations that could result in the non-refund of VAT (materiality considerations). The VAT refund process in Mexico requires a significant amount of information and follow-up with the tax authorities; the timing of collection of VAT receivables is uncertain. The allowance for uncollectible VAT receivable balance amounts to $6,497,028 as of December 31, 2025. This estimate is based on the VAT amounts that were initially denied by the tax authority for the years 2015 through 2021. As of December 31, 2025 and 2024 the changes in the balance of the Allowance for uncollectible VAT receivable are as follows: | Allowance for uncollectible VAT receivable | 2025 | 2024 | | --- | --- | --- | | As of January 1, 2024 | $6,497,028 | $5,570,131 | | Provision for expected VAT credit losses | — | 926,897 | | As of December 31, 2025 | $6,497,028 | $6,497,028 | Property, plant and equipment - Property, plant and equipment are recognized at acquisition cost, net of accumulated depreciation and amortization. Cost includes major expenditures for improvements and replacements, which extend useful lives or increase capacity and interest costs associated with significant capital additions. Depreciation and amortization are calculated using the straight-line method, based on the estimated useful lives of the related assets, as follows: | Line item | Useful life (Years) | | --- | --- | | Warehouse | 20 | | Office furniture and equipment | 10 | | Machinery, equipment and tools | 10 | | Communications equipment | 10 | | Transportation equipment | 4 | | Computer equipment | 3 | Lease accounting - The Company determines if an arrangement is a lease or a service contract at inception. Where an arrangement is a lease, the Company determines if it is an operating lease or a finance lease. The classification is reassessed when a lease modification arises. Lessee - Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheet. Finance leases are included in property, plant and equipment and finance lease in the consolidated balance sheet. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term including options to extend or terminate the lease when it is reasonably certain those options will be exercised. The Company has elected to include lease and non-lease components in determining the lease liability for all leased assets. For those leases with payments based on an index, the lease liability is determined using the index at lease commencement. Lease payments based on increases in the index subsequent to lease commencement are recognized as variable lease expense as they occur. The present value of the lease liability is determined by using the implicit rate of the contract at lease inception, if an implicit rate is not readily determinable, the Company uses its incremental borrowing rate measured as the rate at which the Company could borrow, on a fully collateralized basis, a commensurate loan in the same currency over a period consistent with the lease term at the commencement date. For operating leases, the F-9 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) effective interest rate method is used to account for the lease liability as lease payments are made and the ROU asset is amortized to earnings in a manner that results in expense recognition on a straight-line basis. ROU assets and lease liabilities are not recognized for leases with initial terms of 12 months or less and lease expense is recognized for these leases on a straight-line basis over the lease term. ROU assets are tested at least annually for impairment or whenever events or changes in circumstance indicate that the asset may be impaired. Labor obligations - In accordance with Mexican Labor Law, the Company provides seniority premium benefits to its employees under certain circumstances. These benefits consist of a one-time payment equivalent to 12 days’ wages for each year of service (at the employee’s most recent salary, but not to exceed twice the legal minimum wage), payable to all employees with 15 or more years of service, as well as to certain employees terminated involuntarily prior to the vesting of their seniority premium benefit. The Company also provides statutorily mandated severance benefits to its employees terminated under certain circumstances. Such benefits consist of a one-time payment of three months’ wages plus 20 days’ wages for each year of service payable upon involuntary termination without just cause. Costs associated with these benefits are provided for based on actuarial computations using the projected unit credit method. Reclamation and remediation costs - Reclamation obligations are recognized in the period incurred and recorded as liabilities at the estimated cost to complete the reclamation and remediation which considers the expected timing of reclamation and remediation activities. When a liability is recorded, in the absence of proven and probable mineral reserves, the cost is reflected as a component of exploration expenses on the consolidated statements of operations. Upon settlement of the liability, a gain or loss will be recognized to the extent the actual costs differ from the recorded liability. #### Accounts payable and accrued liabilities - Accounts payable and accrued liabilities represent amounts the Company owes to its vendors and service providers. Exploration assets, mineral exploration and evaluation costs - Costs to acquire mining concession rights are capitalized. Mineral exploration and evaluation costs are expensed in the period in which they are incurred. When a mineral property is determined to have proven and probable reserves, subsequent development costs will be capitalized to mineral properties. If mineral properties are developed and operations commence, capitalized costs will be depreciated using the units-of-production method utilizing the proven and probable reserves. Foreign currency transactions - Transactions denominated in foreign currencies are recorded at the rate of exchange in effect at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies other than the Company’s functional currency are converted into the Company’s local currency at the rate of exchange in effect at the balance sheet date; the effect of changes in exchange rates is recorded in the results of operations. Impairment of long-lived Assets - The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including exploration assets, may not be recoverable. When such events or changes in circumstances occur, the recoverability of long-lived assets is assessed by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flow. If the future undiscounted cash flow is less than the carrying amount of these assets, an impairment loss is recognized based on the excess of the carrying amount over the fair value of the assets. Income taxes - Income taxes are computed using the asset and liability method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes and the effect of net operating loss and foreign tax credit carryforwards using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred income tax assets are also F-10 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) recognized for the estimated future effects of tax loss carryforwards and asset tax credit carryforwards. A valuation allowance is applied to reduce deferred income tax assets to the amount of future net benefits that are more likely than not to be realized. The Company recognizes penalties and interest expense, if any, related to income taxes as income tax expense and interest expense, respectively. Share-based compensation - The Company recognizes all share-based compensation as a cost in the consolidated financial statements. Equity-classified awards are measured at the grant date fair value of the award. The Company estimates the grant date fair value using the Black-Scholes option-pricing model using the grant date share price, estimated amounts for the volatility, the expected life of the awards, the fair value of the underlying shares, the risk-free interest rate and the expected dividend yield. The related expense is recognized on a straight-line basis using the requisite service period of the award and is included as a component of general and administrative expense in the consolidated statements of operations. Forfeitures are recognized as they occur, as the Company expects all options to vest. Upon exercise of the options, the Company would issue new shares. Earnings per share - Basic earnings per share: The Company determines basic loss per share in accordance with the two-class method on a proportionate basis by dividing the net loss for the year attributable to each class of ordinary shares by the weighted average number of shares of such class outstanding during the year. As of December 2024, Class A ordinary shares contain a $2.10 per share liquidation preference and are convertible into ordinary shares in case of an issuance of more than $25 million dollars. As of December 31, 2025, Class A ordinary shares were converted into ordinary shares based on agreements from November 15, 2025 (see Note 7). Diluted earnings per share: The Company computes diluted loss per share by dividing the net loss for the year by the weighted average number of ordinary shares and Class A ordinary shares outstanding, respectively, combined with the incremental weighted average number of ordinary shares outstanding that would be issued on conversion or settlement of all outstanding potentially dilutive instruments. As of December 31, 2025, the Company has dilutive securities in the form of 11,773,851 stock options outstanding as part of the Amended and Restated 2020 Long Term Incentive Plan (“LTIP”) that are convertible into ordinary shares and 1,256,500 unvested restricted stock units (see Note 8), which were excluded from the diluted weighted average number of ordinary shares calculation for the year ended December 31, 2025 due to being anti-dilutive. As of December 31, 2024, the Company has dilutive securities in the form of: 9,716,351 stock options outstanding as part of the LTIP that are convertible into ordinary shares (see Note 8) and convertible long-term debt with related parties convertible into ordinary shares in the event of a Qualified Equity Financing (see Note 9), which were excluded from the diluted weighted average number of ordinary shares calculation for the year ended December 31, 2024 due to being anti-dilutive. #### Accounting pronouncements pending adoption On December 14, 2023, the FASB issued ASU 2023-09, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. Entities must also further disaggregate income taxes paid. The amended requirements are effective for fiscal years beginning after December 15, 2025. On November 4, 2024, the FASB issued ASU 2024-03 which requires a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expense to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities. The amendments are effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. On December 8, 2025, the FASB issued ASU 2025-11 which clarifies what constitutes Interim Financial Statements within the scope of ASC 270 Interim Reporting and addresses the form and content of such financial statements. ASU 2025-11 also adds lists of the interim disclosures required by all other Codification topics, and establishes a F-11 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2028. Early adoption is permitted for all entities. 3. Property, plant and equipment As of December 31, 2025 and 2024, property, plant and equipment, distributed by assets used for exploration purposes and assets used for administration purposes, consisted of the following: | Line item | Exploration Assets | Administration Assets | 2025 | | --- | --- | --- | --- | | Core storage warehouse | $4,529,714 | $— | $4,529,714 | | Office furniture and equipment | 337,688 | 21,012 | 358,700 | | Transportation equipment | 263,598 | 172,400 | 435,998 | | Computer equipment | 113,604 | 64,548 | 178,152 | | Machinery, equipment and tools | 49,156 | $— | 49,156 | | Communications equipment | 19,417 | 7,583 | 27,000 | | | 5,313,177 | 265,543 | 5,578,720 | | Less - accumulated depreciation | (1,225,977) | (208,422) | (1,434,399) | | | 4,087,200 | 57,121 | 4,144,321 | | Land | 842,655 | — | 842,655 | | | $4,929,855 | $57,121 | $4,986,976 | | Line item | Exploration Assets | Administration Assets | 2024 | | --- | --- | --- | --- | | Core storage warehouse | $4,529,714 | $— | $4,529,714 | | Office furniture and equipment | 336,590 | 20,477 | 357,067 | | Transportation equipment | 158,637 | 186,667 | 345,304 | | Computer equipment | 100,472 | 61,266 | 161,738 | | Machinery, equipment and tools | 46,591 | — | 46,591 | | Communications equipment | 16,138 | 6,361 | 22,499 | | | 5,188,142 | 274,771 | 5,462,913 | | Less - accumulated depreciation | (945,567) | (182,577) | (1,128,144) | | | 4,242,575 | 92,194 | 4,334,769 | | Land | 842,655 | — | 842,655 | | | $5,085,230 | $92,194 | $5,177,424 | Depreciation expense from exploration assets was $292,017 and $277,805, and from administration assets $43,911 and $58,123, for the years ended December 31, 2025 and 2024, respectively. 4. Exploration assets From 2016 to 2018, the Company entered into certain contracts with a third party to acquire the mining concession rights covering the lots known as Celaya-01, Santiago de Compostela, Ampliación Santiago de Compostela and El Milagro located in the State of Guanajuato, Mexico. The Company paid the third party a total amount of $4,366,378. In December 2020, the Company entered into a contract for the assignment of rights of a mining concession that covers a 24.9-hectare lot in the Municipality of Comonfort, Guanajuato, Mexico, “La Paloma.” The total contract amount for the rights to the La Paloma concession was $250,000. The concession rights have a maturity of 50 years, expiring between 2051 and 2058. As of December 31, 2025 and 2024 the Company’s payments under these contracts are included in the consolidated balance sheets as Exploration assets. F-12 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) 5. Leases Operating leases longer than 12 months in term are included in the right-of-use assets and lease liabilities in the consolidated balance sheets. These amounts are recognized at the lease commencement date based on the present value of the future lease payments. | Operating lease right-of-use asset - net | Office Lease | Surface Land | Total | | --- | --- | --- | --- | | As of January 1, 2024 | $130,282 | — | $130,282 | | Depreciation | (72,253) | — | (72,253) | | As of December 31, 2024 | $58,029 | $— | $58,029 | | Additions | — | 664,734 | 664,734 | | Remeasurements | 3,955 | 44,642 | 48,597 | | Depreciation | (21,824) | (27,381) | (49,205) | | As of December 31, 2025 | $40,160 | $681,995 | $722,155 | As of December 31, 2025, the Company has one office lease that falls under the scope of ASC 842. A discount rate of 11% was used for calculating the present value of the leases. As of December 31, 2025, the remaining lease term for this lease is 22 months. As of December 31, 2025, the Company has eleven surface lands that fall under the scope of ASC 842. A discount rate of 11% was used for calculating the present value of the leases. The surface land leases have expiration dates through 2053. The Company’s operating leases that fall under the scope of ASC 842 have various expiration dates through 2028. The surface land leases have various expiration dates through 2053. The future undiscounted minimum lease payments due under lease agreements are shown in the table below. | December 31, | Office leases | Surface land leases | Total operating leases as of December 31, 2025 | Leases short-term and low-cost | Total lease commitments as of December 31, 2025 | | --- | --- | --- | --- | --- | --- | | 2026 | $27,787 | $94,044 | $121,831 | $87,961 | $209,792 | | 2027 | 20,841 | 94,044 | 114,885 | 19,999 | 134,884 | | 2028 | — | 89,183 | 89,183 | 19,999 | 109,182 | | 2029 | — | 77,378 | 77,378 | 7,083 | 84,461 | | 2030 | — | 77,378 | 77,378 | 1,667 | 79,045 | | Thereafter | — | 1,563,693 | 1,563,693 | — | 1,563,693 | | Total | $48,628 | $1,995,720 | $2,044,348 | $136,709 | $2,181,057 | | Present value discount | (4,375) | (1,296,016) | (1,300,391) | | (1,300,391) | | Operating lease liability | $44,253 | $699,704 | $743,957 | | $880,666 | | Current portion of operating lease liabilities | | | $121,831 | | | For the years ended December 31, 2025 and 2024, expenses associated with operating leases totaled $104,424 and $40,512, respectively. For the years ended December 31, 2025 and 2024, expenses associated with the surface land and short-term leases totaled $37,481 and $190,793, respectively. Expenses for all leases were recorded as a component of operating expenses in the consolidated statements of operations. F-13 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) 6. Accounts payable As of December 31, 2025 and 2024, the accounts payable are as follows: | Line item | 2025 | 2024 | | --- | --- | --- | | Drilling services | $1,144,879 | $— | | Other vendors | 935,008 | 134,839 | | Total | $2,079,887 | $134,839 | 7. Shareholders’ Equity The Company’s capital stock as of December 31, 2025 and 2024 is as follows: | Line item | 2025 / Number ofshares | 2025 / Amountsin USD | 2024 / Number ofshares | 2024 / Amountsin USD | | --- | --- | --- | --- | --- | | Ordinary Shares | 128,136,859 | $12,814 | 104,994,535 | $10,500 | | Class A ordinary shares | — | — | 14,285,713 | 1,428 | | Total | 128,136,859 | $12,814 | 119,280,248 | $11,928 | #### Private Placement On November 15, 2025, the Company launched a private placement offering of 9,714,286 ordinary shares, par value $0.0001 per share, at a price per share of $4.90 for an aggregate amount of up to $47,600,000 to qualified purchasers (the “Private Placement”). On November 15, 2025, the Company entered into share purchase agreements with Electrum Global Holdings, L.P. and its affiliates for an aggregate of 6,660,132 ordinary shares at a price of $4.90 per share for an aggregate amount of $32,634,647. Of these, 4,619,316 shares were issued to cancel the outstanding amounts of $22,634,647 owed under the convertible long-term debt with Electrum Global Holdings L.P. and Electrum Strategic Opportunities Fund II L.P. The remaining 2,040,816 shares were purchased for a payment of $10,000,000. On November 15, 2025, the Company and Electrum Global Holdings, L.P. entered into an agreement under which Electrum Global Holdings, L.P. agreed to purchase before April 1, 2026, the expiration of the Private Placement, any remaining shares from the Private Placement that have not been acquired by other parties. At December 31, 2025, an additional 5,000 ordinary shares were purchased in the Private Placement by other parties and had been issued by the Company. At December 31, 2025, an additional 20,410 ordinary shares were purchased in the Private Placement by other parties but had not been issued by the Company. F-14 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) #### Issuance of Additional Shares Pursuant to $7.05 Adjustment On November 15, 2025, the Company issued ordinary shares to certain shareholders who had previously purchased ordinary shares of the Company at a price of $7.05 per share. These prior share purchase agreements entitled such shareholders to a one-time adjustment to receive additional ordinary shares in the event that the Company’s next “Qualified Third Party Financing,” which was determined to be the Private Placement of $47,600,000 referenced above, takes place at less than U.S.$7.05 per share. The Company issued 2,191,480 ordinary shares for this adjustment as detailed in the following table. | Shareholder | Investment Amount ($) | Shares Issued at$7.05/share | Equivalent Shares at $4.90/share | Additional Shares issued | | --- | --- | --- | --- | --- | | Electrum Global Holdings L.P. | $12,499,995 | 1,773,049 | 2,551,019 | 777,970 | | Electrum Strategic Opportunities II L.P. | 7,499,987 | 1,063,828 | 1,530,610 | 466,782 | | Ospraie Real Assets Fund LP | 14,999,988 | 2,127,658 | 3,061,223 | 933,565 | | Robert Quartermain | 211,500 | 30,000 | 43,163 | 13,163 | | Total | $35,211,470 | 4,994,535 | 7,186,015 | 2,191,480 | #### Conversion of Class A Ordinary Shares On November 15, 2025, the Company agreed with its shareholders Ospraie Real Assets Fund LP and Electrum Strategic Opportunities II L.P., as the only holders of Class A ordinary Shares, to voluntarily convert all of their issued and outstanding Class A ordinary shares of the Company into an equal number of ordinary shares of the Company. Ospraie Real Assets Fund LP converted 4,761,904 Class A ordinary shares to ordinary shares and Electrum Strategic Opportunities Fund II L.P. converted 9,523,809 Class A ordinary shares to ordinary shares. Subsequent to this conversion, there are no outstanding Class A ordinary shares of the Company. 8. Share-based compensation On March 31, 2020, the Company created the 2020 Long Term Incentive Plan, and on November 15, 2025, the Company amended and restated the 2020 Long Term Incentive Plan. The LTIP allows for the award of options, stock appreciation rights, stock awards or cash awards to employees, consultants and directors. The total number of shares that may be issued pursuant to awards shall not exceed, in the aggregate, 12% of the ordinary shares on a fully diluted basis at the time of such awards, subject to certain adjustments. The following table summarizes assumptions used for the Black-Scholes model at the grant date: | Grant date | March 31, 2020 | May 28, 2021 | Nov. 15, 2025(1) | Nov. 15, 2025(2) | | --- | --- | --- | --- | --- | | Risk-free interest rate | 0.55% | 1.24% | 3.74% | 3.74% | | Common stock price | $2.1 | $2.1 | $4.9 | $4.9 | | Expected dividend yield | — | — | — | | | Expected term (in years) | 6.5 | 6.5 | 5.5 | 6.5 | | Expected volatility | 61.87% | 62.46% | 63.05% | 63.05% | (1) These assumptions were used to determine the fair value of certain modified options for which the exercise price was decreased from $6.30 to $4.90. (2) These assumptions were used for the options that were issued on November 15, 2025. Volatility was estimated through an analysis of shares of comparable mining companies, and the expected term of the options is determined considering the contractual life of the options, historical exercise patterns, vesting conditions, and management’s expectations regarding early exercise behavior. No dividend yield is incorporated, since the Company will not declare any dividends as long as it has net losses. F-15 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) #### Stock options Stock options granted under the LTIP generally have a contractual term of 10 years and entitle the holder to purchase one ordinary share. The options granted to employees and consultants have varying vesting schedules, subject to the Optionee’s Continuous Service (each as defined in the LTIP). On November 15, 2025, the Company modified the exercise price for 1,400,000 options from $6.30 to $4.90 to reflect the share price of the Private Placement. This modification resulted in an incremental expense of $390,893. $359,211 of the expense was recognized in 2025 and the remaining $31,682 is to be recognized over the remaining vesting period of the options. On November 15, 2025, the Company granted 2,057,500 stock options to employees and consultants under the LTIP with an exercise price of $4.90 per share. These options have a contractual term of 10 years and entitle the holder to purchase one ordinary share. Of these options, 800,000 vest on March 17, 2026, subject to the Optionee’s Continuous Service; 1,257,500 vest 20% on March 17, 2026, 20% on November 15, 2026, 30% on November 15, 2027 and 30% on November 15, 2028, subject to the Optionee’s Continuous Service. 100% of the options will vest upon a change in control. The fair value of the options granted on November 15, 2025 was estimated on the grant date using the Black-Scholes option-pricing model. A summary of the stock option activity under the LTIP for the years ended December 31, 2025 and 2024, is presented below: | Line item | Number ofoptions | Weighted average exercise price | Grant-date fair value | Weighted average remaining contractual term (in years) | | --- | --- | --- | --- | --- | | Outstanding as of January 1, 2024 | 9,791,351 | 2.70 | 11,324,410 | 5.9 | | Forfeited or expired | (75,000) | 2.10 | (90,945) | 5.2 | | Outstanding as of December 31, 2024 | 9,716,351 | 2.71 | 11,233,465 | 5.9 | | Granted | 2,057,500 | 4.90 | 6,337,100 | 10.0 | | Outstanding as of December 31, 2025 | 11,773,851 | 2.92 | 17,570,565 | 5.7 | | Vested as of December 31, 2024 | 6,889,811 | 2.61 | 8,028,939 | 5.8 | | Vested as of December 31, 2025 | 8,743,081 | 2.46 | 10,164,746 | 4.8 | For the years ended December 31, 2025 and 2024, the Company recognized share-based compensation expense from the options of $3,171,090 and $2,122,166, respectively. #### Restricted Stock Units On November 15, 2025, the Company granted 776,500 restricted stock units to certain employees and executives under the LTIP. The restricted stock units vest 50% on the earlier of November 15, 2028 or in the event of an IPO, and the remaining 50% on November 15, 2028. All of these restricted stock units will vest in the event of a change in control. All vesting of restricted stock units is subject to the Optionee's Continuous Service. On November 15, 2025, the Company granted 480,000 restricted stock units to certain executives under the LTIP. These restricted stock units vest 100% on December 21, 2028 or in the event of an IPO or a change in control, whichever occurs first, subject to the Optionee's Continuous Service. F-16 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) A summary of outstanding restricted stock units as of December 31, 2025, and activity during the year, is as follows: | Balance as of January 1, 2025 | Number of Awards / — | Weighted-Average Grant-Date Fair Value Per Award | Aggregate Intrinsic Value | | --- | --- | --- | --- | | Granted | 1,256,500 | $4.90 | | | Vested | — | | | | Forfeited | — | | | | Balance as of December 31, 2025 | 1,256,500 | $4.90 | $6,156,850 | For the year ended December 31, 2025, the Company recognized expense for restricted stock units of $255,269. 9. Transactions and balances with related parties #### Transactions with related parties Effective January 1, 2019, the Company entered into a related-party management services agreement with The Electrum Group LLC, the investment adviser for Electrum Global Holdings L.P. pursuant to the management services agreement, The Electrum Group LLC will provide various operational, accounting and administrative services to the Company and will charge the Company based on the actual time spent by its employees or consultants at agreed upon rates. The Electrum Group LLC will also charge the Company for all reasonable out-of-pocket expenses for work related to this agreement. For the years ended December 31, 2025 and 2024, the expenses related to this agreement amounted to $117,941 and $206,666, respectively. F-17 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) #### Convertible long-term debt with related parties | Line item | As of December 31, 2025 | As of December 31, 2024 | | --- | --- | --- | | Electrum Strategic Opportunities Fund II L.P. (an affiliate of The Electrum Group LLC) | | | | Term loan signed on May 14, 2024 for an amount of $6,000,000 that bears interest at a rate of 12%, compounded annually. The term loan matures on the earlier of May 14, 2027, or the closing of a Qualified Equity Financing (“QEF”)(1), which constitutes a financing by the Company pursuant to which the Company sells to investors unrelated to the lender equity securities in an amount of at least $10 million. | | | | Interest is payable at maturity and accrues on the date that the funds are advanced. | — | $6,000,000 | | Accrued interest | — | 494,757 | | Electrum Global Holdings L.P. (parent entity) | | | | Term loan signed on November 1, 2024 for an amount of $6,000,000 that bears interest at a rate of 12%, compounded annually. The term loan matures on the earlier of November 1, 2027, or the closing of a QEF(1) as defined by the term loan agreement. | | | | Interest is payable at maturity and accrues on the date that the funds are advanced. | | | | From January to May 2025, the Company disposed of $4,450,000 under this loan. | — | 1,550,000 | | Term loan signed on May 1, 2025 for an amount of $20,000,000 that bears interest at a rate of 12%, compounded annually. The term loan matures on the earlier of May 1, 2028, or the closing of a QEF(1) as defined by the term loan agreement. Interest is payable at maturity and accrues on the date that the funds are advanced. | | | | From May to October 2025, the Company disposed of $8,700,000 under this loan. | — | — | | Accrued interest | — | 22,517 | | Total | $— | $8,067,274 | (1) In the event the Company completes a QEF on or prior to the maturity date, the outstanding principal and accrued interest will be converted to equity securities at the same price and same terms as the other investors in the QEF. On November 15, 2025, the Company issued an aggregate of 4,619,316 ordinary shares at the offering price of $4.90 per share for a total of $22,634,647, in exchange for the cancellation of all principal and accrued but unpaid interest that was outstanding under the term loans (see Note 7 for more information). 10. Income Taxes There are currently no taxes on income or gains in the Cayman Islands. The Company’s wholly owned U.S. subsidiary is treated as a disregarded entity for U.S. tax purposes. It has no U.S. activities and is not subject to U.S. tax. F-18 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) Consequently, the Company and its U.S. subsidiary are not required to file tax returns and have no income tax expense. The Company’s Mexican subsidiaries, SNDA Holding, S. de R.L. de C.V. and SNDA Exploración, S. de R.L. de C.V., are required to file tax returns in Mexico. The Company’s effective income tax rate for the years ended December 31, 2025 and 2024, differs from the statutory income tax rate as follows | Line item | 2025 | Effective Tax Rate% | 2024 | Effective Tax Rate% | | --- | --- | --- | --- | --- | | Tax (benefit) expense at statutory rates | $(5,608,458) | (30%) | $(3,220,842) | (30%) | | Tax effect of nontaxable entities | 2,480,520 | 13% | 1,592,669 | 15% | | Tax inflation effects, net | (23,438) | —% | (83,514) | (1%) | | Foreign currency remeasurement of monetary assets and liabilities | 721,569 | 4% | (802,356) | (7%) | | Inflation adjustments to property, plant and equipment | (17,110) | —% | (398,358) | (4%) | | Nondeductible expenses | 382,085 | 2% | 92,527 | 1% | | Change in valuation allowance | 2,064,832 | 11% | 2,819,874 | 26% | | Total income tax expense (benefit) | $— | —% | $— | —% | The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities, as of December 31, 2025 and 2024 are presented below: | Line item | 2025 | 2024 | | --- | --- | --- | | Deferred tax assets: | | | | Allowance for uncollectible amounts | $2,220,785 | $1,923,238 | | Accounts payable and accrued expenses | 231,586 | 84,568 | | Tax loss carryforwards | 15,327,678 | 12,288,661 | | Mineral exploration and evaluation costs | 11,418,378 | 8,019,185 | | | 29,198,427 | 22,315,652 | | Less valuation allowance | (29,198,427) | (22,315,652) | | Net deferred tax | $— | $— | Article 57 of the Mexican Income Tax Law regulates how a taxpayer’s tax loss (primarily for legal entities) is determined, updated, and applied. The tax loss may be applied against the taxable income of the following ten fiscal years until fully absorbed. As of December 31, 2025, SNDA Exploración, S. de R.L. de C.V. had $50,835,136 and SNDA Holding, S. de R.L. de C.V. had $257,122 of tax loss carryforwards in Mexico expiring at various dates starting in 2026 through 2035 as follows: | Originated in | Tax loss carryforwards | Maturity year | | --- | --- | --- | | 2016 | $47,400 | 2026 | | 2017 | 142,123 | 2027 | | 2018 | 872,330 | 2028 | | 2019 | 2,310,092 | 2029 | | 2020 | 5,444,512 | 2030 | | 2021 | 7,398,618 | 2031 | | 2022 | 10,247,558 | 2032 | | 2023 | 10,638,638 | 2033 | F-19 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) | Originated in | Tax loss carryforwards | Maturity year | | --- | --- | --- | | 2024 | 10,173,094 | 2034 | | 2025 | 3,817,893 | 2035 | | | $51,092,258 | | 11. Segment reporting Management has determined that the Company operates and reports in a single operating segment, which currently focuses on the exploration of the mining properties for which the Company has either title to the concession or contractual exploration rights. Since the Company is in the exploration stage, it has not recognized any revenue. The accounting policies of the exploration segment are as described in the summary of significant accounting policies. The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s Country Manager. The CODM manages the exploration operations based on costs and expenses that are directly attributable to the mine exploration activity, and regularly reviews expenses not related with the exploration activity, such as corporate expenditures, with the purpose of assessing the Company’s performance and determining the needs for allocating resources. The measure of profitability that the CODM considers for assessing the exploration segment performance is the net loss before income taxes. The CODM evaluates the performance of the segment on a monthly basis by assessing the budget-to-actual and actual-to-prior period variances in operating expenses and administrative expenses. Additionally, the CODM reviews on a regular basis the execution of forecast capital expenditures and the evolution of total asset amounts in the segment to make decisions about operating and capital resource allocation. | Line item | 2025 / Exploration Segment | 2024 / Exploration Segment | | --- | --- | --- | | Drilling and other exploration-related costs(1) | $5,183,812 | $1,592,877 | | Machinery rental | 853,571 | 582,664 | | Professional services(1) | 4,911,926 | 2,748,815 | | Depreciation | 335,928 | 335,958 | | Other administrative expenses(1)(2) | 3,091,947 | 2,627,933 | | Share-based compensation expense | 3,171,090 | 2,122,166 | | Interest expense with related parties | 1,417,373 | 517,724 | | Other segment items(3) | (270,788) | 208,004 | | Consolidated net loss before income taxes | $18,694,859 | $10,736,141 | (1) Drilling and other exploration-related costs, Professional services, and Other administrative expenses items exclude share-based compensation expense. (2) Other administrative expenses include mainly administrative payroll, marketing expenses, travel expenses, bank fees and office expenses. (3) Other segment items include foreign exchange gain and other income. All of the Company’s operations take place in Mexico. Since the Company is in an exploration stage, it has no clients or major product lines or services. F-20 --- #### Sinda Ltd. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 (In U.S. dollars) 12. Earnings per share The calculated basic and diluted earnings per share for the years ended December 31, 2025 and 2024, were as follows: | | | | | | --- | --- | --- | --- | | | Ordinary Shares | 2025 Class AOrdinary Shares | Total | | Net loss | $(18,694,859) | $— | $(18,694,859) | | Weighted average number shares – basic and diluted | 120,386,699 | — | 120,386,699 | | Net loss per share – basic and diluted | (0.16) | — | (0.16) | | | | | | | --- | --- | --- | --- | | | Ordinary Shares | 2024 Class A Ordinary Shares | Total | | Net loss | $(9,450,317) | $(1,285,824) | $(10,736,141) | | Weighted average number shares - basic and diluted | 104,994,535 | 14,285,713 | 119,280,248 | | Net loss per share – basic and diluted | (0.09) | (0.09) | (0.09) | 13. Commitments and contingencies The government of Mexico requires payment of mining taxes on each concession and also requires a minimum work commitment to be carried out in order to keep the mining concessions in good standing. For 2025, the payment for mining taxes is approximately $135,000 and the minimum work commitment is approximately $951,000. Such amounts are subject to annual inflation adjustments. As of December 31, 2025 and 2024, the Company had satisfied these commitments corresponding to the years 2025 and 2024. During 2024, the Company entered into a contract with a law firm for advisory services related to land matters. Under the terms of the contract, the law firm will be paid a success fee for the successful execution of land access agreements with individual parcel holders and an ejido. The maximum success fee is $305,000 plus VAT. 14. Subsequent events The Company has evaluated events subsequent to December 31, 2025, to assess the need for potential recognition or disclosure in the accompanying financial statements. Such events were evaluated through March 31, 2026, the date the financial statements were available to issue, and are disclosed as follows: Between January 2026 and March 2026, the Company issued an additional 3,049,154 ordinary shares as part of the Private Placement. ******* F-21 --- Sinda Ltd. Unaudited Condensed Consolidated Balance Sheets As of March 31, 2026 and December 31, 2025 (In U.S. dollars) | Line item | Notes | As of March 31,2026 | As of December 31, 2025 | | --- | --- | --- | --- | | Assets | | | | | Current assets: | | | | | Cash and cash equivalents | | $18,124,876 | $10,804,841 | | Prepaid expenses | | 428,144 | 143,035 | | Other current assets | | 133,020 | 94,115 | | Total current assets | | 18,686,040 | 11,041,991 | | VAT receivable – net | | 2,854,183 | 2,293,878 | | Property, plant and equipment – net | | 4,903,654 | 4,986,976 | | Exploration assets | | 4,616,378 | 4,616,378 | | Deferred offering costs | 3 | 1,686,000 | — | | Operating lease right-of-use asset – net | | 813,142 | 722,155 | | Other assets | | 27,562 | 25,261 | | Total | | $33,586,959 | $23,686,639 | | Liabilities and Shareholders’ equity | | | | | Current liabilities: | | | | | Accounts payable | 4 | $6,074,172 | $2,079,887 | | Accrued expenses | | 348,285 | 225,158 | | Accounts payable to related party | | 3,168 | 122,546 | | Current portion of operating lease liabilities | | 65,879 | 121,831 | | Accrued payroll withholding taxes | | 107,533 | 115,071 | | Total current liabilities | | 6,599,037 | 2,664,493 | | Operating lease liabilities | | 725,515 | 622,126 | | Labor obligations | | 85,116 | 85,599 | | Total liabilities | | 7,409,668 | 3,372,218 | | Commitments and contingencies | 11 | | | | Shareholders’ equity | | | | | Ordinary shares - $0.0001 par value, 500,000,000 shares authorized, 131,186,013 and 128,136,859 shares issued and outstanding as of March 31, 2026 and December 2025, respectively. | 5 | $13,119 | $12,814 | | Additional paid in capital | 5 | 159,040,611 | 141,454,897 | | Stock subscriptions received but not issued | | — | 100,009 | | Accumulated deficit | | (132,876,439) | (121,253,299) | | Total shareholders’ equity | | 26,177,291 | 20,314,421 | | Total | | $33,586,959 | $23,686,639 | (Concluded) See accompanying notes to these Unaudited Condensed Consolidated Financial Statements. F-22 --- Sinda Ltd. Unaudited Condensed Consolidated Statements of Operations For the Three Months Ended March 31, 2026 and 2025 (In U.S. dollars) | Line item | Notes | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | --- | | Operating expenses: | | | | | Exploration expenses | | $6,620,265 | $682,998 | | General and administrative expenses (including expenses with related parties, see note 7) | | 5,054,857 | 1,620,519 | | Total operating expenses | | 11,675,122 | 2,303,517 | | Other income (expense), net | | | | | Interest expense with related parties | | — | (265,632) | | Interest income | | 37,859 | 151 | | Foreign exchange gain (loss) – net | | 14,123 | (33,968) | | Total other income (expense), net | | 51,982 | (299,449) | | Net loss before income taxes | | (11,623,140) | (2,602,966) | | Income tax | 8 | — | — | | Net loss | | $(11,623,140) | $(2,602,966) | | Loss per share | | | | | Basic and diluted | | $(0.09) | $(0.02) | | Weighted average shares outstanding | | | | | Basic and diluted | | 129,546,420 | 119,280,248 | (Concluded) See accompanying notes to these Unaudited Condensed Consolidated Financial Statements. F-23 --- Sinda Ltd. Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity For the Three Months Ended March 31, 2026 and 2025 (In U.S. dollars) | Line item | Notes | Ordinary Shares / Shares | Ordinary Shares / Amount | Class A Ordinary Shares / Shares | Class A Ordinary Shares / Amount | Additional Paid-in Capital | Stock subscriptions Received but not issued | Accumulated Deficit | Total Shareholders’ Equity | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance as of January 1, 2025 | 6 | 104,994,535 | $10,500 | 14,285,713 | $1,428 | $105,625,546 | $— | $(102,558,440) | $3,079,034 | | Share-based compensation | | — | — | — | — | 533,952 | — | — | 533,952 | | Net loss | | — | — | — | — | — | — | (2,602,966) | (2,602,966) | | Balance as of March 31, 2025 | 6 | 104,994,535 | $10,500 | 14,285,713 | $1,428 | $106,159,498 | $ | $(105,161,406) | $1,010,020 | | Line item | Notes | Ordinary Shares / Shares | Ordinary Shares / Amount | Class A Ordinary Shares / Shares | Class A Ordinary Shares / Amount | Additional Paid-in Capital | Stock subscriptions Received but not issued | Accumulated Deficit | Total Shareholders’ Equity | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance as of January 1, 2026 | 6 | 128,136,859 | $12,814 | | $ | $141,454,897 | $100,009 | $(121,253,299) | $20,314,421 | | Issuance of shares | | 3,028,744 | 303 | — | — | 14,840,543 | — | — | 14,840,846 | | Stock subscriptions issued | | 20,410 | 2 | — | — | 100,007 | (100,009) | — | — | | Share-based compensation | | — | — | — | — | 2,645,164 | — | — | 2,645,164 | | Net loss | | — | — | — | — | — | — | (11,623,140) | (11,623,140) | | Balance as of March 31, 2026 | 6 | 131,186,013 | $13,119 | — | $— | $159,040,611 | $— | $(132,876,439) | $26,177,291 | (Concluded) See accompanying notes to these Unaudited Condensed Consolidated Financial Statements. F-24 --- Sinda Ltd. Unaudited Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2026 and 2025 (In U.S. dollars) | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | | --- | --- | --- | | Cash flows from operating activities: | | | | Net loss | $(11,623,140) | $(2,602,966) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | Depreciation | 84,959 | 83,300 | | Share-based compensation | 2,645,164 | 533,952 | | Non-cash operating lease expense | 26,422 | — | | Interest expense | — | 265,632 | | Changes in operating assets and liabilities: | | | | Prepaid expenses | (285,109) | (51,092) | | Other current assets | (38,905) | (178,779) | | Recoverable VAT | (560,305) | (98,724) | | Other assets | (2,301) | 172 | | Accounts payable | 2,208,275 | 21,360 | | Accrued expenses | 164,852 | (301,398) | | Labor obligations | (483) | — | | Operating lease liabilities | (69,972) | — | | Accounts payable to related party | (119,378) | (255,834) | | Accrued payroll withholding taxes | (49,261) | 17,037 | | Net cash used in operating activities | (7,619,182) | (2,567,340) | | Cash flows from investing activities: | | | | Additions to property, plant and equipment | (1,638) | (1,423) | | Net cash used in investing activities | (1,638) | (1,423) | | Cash flows from financing activities: | | | | Proceeds from convertible long-term debt with related parties | — | 2,450,000 | | Issuance of shares | 14,940,855 | — | | Net cash provided by financing activities | 14,940,855 | 2,450,000 | | Cash: | | | | Net increase (decrease) for the period | 7,320,035 | (118,763) | | Beginning of period | 10,804,841 | 978,068 | | End of period | $18,124,876 | $859,305 | | Non-cash activities: | | | | Deferred offering costs | $1,686,000 | $— | | Stock subscriptions issued | $100,009 | $— | | Operating lease liabilities arising from obtaining right to use asset | $90,987 | $— | (Concluded) See accompanying notes to these Unaudited Condensed Consolidated Financial Statements. F-25 --- Sinda Ltd. Notes to Unaudited Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2026 and 2025 (In U.S. dollars) 1. Nature of business, basis of presentation and foreign currency financial statements Nature of business - Sinda Ltd. (the “Company”), began operations under the corporate name of Minera Adularia International Ltd. and, effective March 1, 2023, changed its name to Sinda Ltd. an exempted company incorporated in the Cayman Islands. It was formed and registered on November 8, 2012, for the primary purpose to acquire, explore and develop mineral concessions in Mexico, which is where substantially all of the Company’s assets are located and where substantially all operations occur. The Company is considered an exploration stage company as the Company has not yet demonstrated the existence of proven or probable mineral reserves. Basis of presentation - The Company’s Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In accordance with ASC 830 (The Effects of Changes in Foreign Exchange Rates), the Company has determined that the U.S. Dollar (USD) is its functional currency. Accordingly, the accompanying unaudited condensed consolidated financial statements have been presented using the Company’s functional currency. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to fairly state the Company’s financial position as of March 31, 2026, and the results of operations, cash flows and changes in equity for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the full year. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes as of December 31, 2025. Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes the estimates and assumptions used in the preparation of these Unaudited Condensed Consolidated Financial Statements were appropriate in the circumstances, actual results could differ from those estimates and assumptions. Going Concern - The accompanying Unaudited Condensed Consolidated Financial Statements are prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company is currently in the process of exploring the mineral concessions which they hold. Accordingly, the Company does not generate revenues and will continue to incur losses until its mining properties commence production. The Company reports an accumulated deficit of $132,876,439 and $121,253,299 as of March 31, 2026 and December 31, 2025, respectively; and incurred a net loss of $11,623,140 and $2,602,966 for the three months ended March 31, 2026 and 2025. Absent the ability to generate positive cash flows from operations, the Company’s continued funding is entirely dependent on additional debt from related parties and the issuance of additional shares of common stock to fund its activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, the Company’s controlling shareholder has confirmed its commitment to fund current operations and pay obligations as they become due for a period of at least twelve months following the issuance date of these Unaudited Condensed Consolidated Financial Statements. The Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recognized asset amounts or the amounts and classification of liabilities that might result from the outcome of these matters. Risks and uncertainties - As a Company formed to acquire, explore, and develop mineral concessions, the Company’s growth and profitability depend significantly on the prevailing prices of minerals. Commodity prices are historically F-26 --- volatile and there can be no assurance that commodity prices will not be subject to significant future fluctuations. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows and access to capital given that the Company’s operation currently consists in the exploration of minerals. The carrying value and recoverability of the Company’s exploration assets are dependent on its ability to continue to fund exploration activities. A lack of may negatively impact the Company’s exploration activities. In addition to changes in commodity prices, changes in exploration plans, increases in costs, geotechnical failures, changes in social, environmental or regulatory requirements, and public health conditions can adversely affect the Company’s ability to recover its investment in exploration assets and result in impairment charges. The Company’s wholly owned Mexican subsidiaries have certain transactions utilizing the Mexican peso. As the Company’s functional currency is the U.S. dollar, fluctuations in the currencies may result in gains or losses on foreign currency exchange. In Mexico, water rights for mining companies are subject to strict regulations and oversight by various governmental entities. Access to water for mining operations typically requires compliance with both federal and local water laws. Before going into production, the Company will need to secure a proper water source. As part of its water management program, the Company is reviewing the permit requirements, water treatment and recycling options, and exploring new water sources. In May 2023, the Mexican government enacted a decree amending several provisions of the Mining Law (“Ley de Minería”). The bill introduces substantial changes to mining legislation to promote environmental protection, prioritize the rights and interests of indigenous and Afro-Mexican peoples and communities, and enforce stricter regulation of mining concessions. The Company filed a preemptive and cautionary federal constitutional litigation (“Amparo Proceeding”) against the Mining Law to defend its original and long-term rights. The only portions of the new Mining Law that may impact the Company operations are changes to the original term of the mining concessions and restrictions to exploring and procuring mining waters in certain natural protected zones. As a result of the new Mining Law, the terms of the Company’s mining concessions were reduced from 78 – 85 years to 58 years. The terms of these concessions can be extended another 25 years through a public tender. There have been several appeals initiated against the bill. The Supreme Court of Mexico has been reviewing these appeals but has not issued a definitive resolution yet. The Company does not believe that the Mining Law will have a material impact on its current or future operations. 2. Significant accounting policies The following significant accounting policy was adopted as of January 1, 2026: Deferred Offering Costs - The Company capitalizes certain legal, accounting, and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. Upon completion of an equity financing, these costs are recognized as a reduction to the proceeds received from the offering. Should a planned equity financing be abandoned, the deferred offering costs are immediately expensed in the Consolidated Statements of Operations. #### Accounting pronouncements pending adoption There have been no new proposed or adopted accounting pronouncements applicable to the Company since those described in the Company’s audited annual consolidated financial statements as of December 31, 2025. 3. Deferred offering costs As of March 31, 2026, the Company had deferred offering costs of $1,686,000, corresponding to legal fees related to the ongoing equity financing included within Deferred Offering Cost on the Unaudited Condensed Consolidated Balance Sheet. F-27 --- 4. Accounts payable As of March 31, 2026 and December 31, 2025, the accounts payable are as follows: | Line item | As of March 31, 2026 | As of December 31, 2025 | | --- | --- | --- | | Drilling services | $3,856,218 | $1,144,879 | | Legal fees | 1,686,000 | — | | Other vendors | 531,954 | 935,008 | | Total | $6,074,172 | $2,079,887 | 5. Shareholders’ equity The Company’s capital stock as of March 31, 2026 and December 31, 2025, is as follows: | Line item | 2026 / Number of shares | 2026 / Amounts in USD | 2025 / Number of shares | 2025 / Amounts in USD | | --- | --- | --- | --- | --- | | Ordinary Shares | 131,186,013 | $13,119 | 128,136,859 | $12,814 | | Total | 131,186,013 | $13,119 | 128,136,859 | $12,814 | #### Private Placement Between January 5 to March 30, 2026, 3,049,154 ordinary shares of the Company were purchased as part of the Private Placement at a price of $4.90 per share by Electrum Global Holdings L.P. and other investors and had been issued by the Company as detailed in the following table. These purchases completed the Private Placement. | Shareholder | Investment Amount ($) | Shares Issuedat $4.90/share | | --- | --- | --- | | Electrum Global Holdings L.P. | $13,172,856 | 2,688,338 | | Other Investors | 1,767,998 | 360,816 | | Total | $14,940,854 | 3,049,154 | 6. Share-based compensation #### Stock options Stock options granted under the 2020 Long Term Incentive Plan (“LTIP”) generally have a contractual term of 10 years and entitle the holder to purchase one ordinary share. The options granted to employees and consultants have varying vesting schedules, subject to the Optionee’s Continuous Service (each as defined in the LTIP). On November 15, 2025, the Company modified the exercise price for 1,400,000 options from $6.30 to $4.90 to reflect the share price of the Private Placement. This modification resulted in an incremental expense of $390,893, of which $359,211 was recognized in 2025, and the remaining $31,682 of the expense will be recognized over the remaining vesting period of the options. On November 15, 2025, the Company granted 2,057,500 stock options to employees and consultants under the LTIP with an exercise price of $4.90 per share. These options have a contractual term of 10 years and entitle the holder to purchase one ordinary share. Of these options, 1,051,500 vested on March 17, 2026, 351,500 will vest on November 15, 2026, 527,250 will vest on November 15, 2027, and 527,250 will vest on November 15, 2028 subject to the Optionee’s Continuous Service, as defined in the 2020 LTIP. 100% of the options will vest upon a change in control. The fair value of the options granted on November 15, 2025 was estimated on the grant date using the Black-Scholes option-pricing model. F-28 --- A summary of the stock option activity under the LTIP for the three months ended March 31, 2026 and for the year ended December 31, 2025, is presented below: | Line item | Number of options | Weighted average exercise price | Grant-date fair value | Weighted average remaining contractual term(in years) | | --- | --- | --- | --- | --- | | Outstanding as of December 31, 2025 | 11,773,851 | 2.92 | 17,570,565 | 5.7 | | Outstanding as of March 31, 2026 | 11,773,851 | 2.92 | 17,570,565 | 5.5 | | Vested as of March 31, 2026 | 10,261,247 | 2.76 | 13,642,299 | 5.1 | For the three months ended March 31, 2026 and 2025, the Company recognized share-based compensation expense from the options of $2,138,789 and $533,952, respectively. #### Restricted Stock Units A summary of outstanding restricted stock units as of March 31, 2026, and activity during the three months then ended, is as follows: On November 15, 2025, the Company granted 776,500 restricted stock units to certain employees and executives under the LTIP. The restricted stock units vest 50% on November 15, 2028 or in the event of an IPO, whichever occurs first, and 50% on November 15, 2028. All of these restricted stock units will vest in the event of a change in control. All vesting of restricted stock units is subject to the Optionee’s Continuous Service. On November 15, 2025, the Company granted 480,000 restricted stock units to certain executives under the LTIP. The restricted stock units vest 100% on December 21, 2028 or in the event of an IPO or a change in control, whichever occurs first, subject to the Optionee’s Continuous Service. | Line item | Number of Awards | Weighted-Average Grant-Date Fair Value Per Award | Aggregate Intrinsic Value | | --- | --- | --- | --- | | Outstanding as of December 31, 2025 | 1,256,500 | $4.90 | $6,156,850 | | Outstanding as of March 31, 2026 | 1,256,500 | $4.90 | $6,156,850 | For the three months ended March 31, 2026 and 2025, the Company recognized expense for restricted stock units of $506,375 and zero, respectively. 7. Transactions with related parties Effective January 1, 2019, the Company entered into a related-party management services agreement with The Electrum Group LLC, the investment adviser for Electrum Global Holdings L.P. Pursuant to the management services agreement, The Electrum Group LLC will provide various operational, accounting and administrative services to the Company and will charge the Company based on the actual time spent by its employees or consultants at agreed upon rates. The Electrum Group LLC will also charge the Company for all reasonable out-of-pocket expenses for work related to this agreement. For the three months ended March 31, 2026 and 2025, the expenses related to this agreement amounted to $3,168 and $56,372, respectively. For the three months ended March 31, 2025, the interest expense accrued under the convertible long-term debt with related parties outstanding as of that date amounted to $181,699 and $83,933 under the term loan agreements with Electrum Strategic Opportunities Fund II L.P. and Electrum Global Holdings L.P., respectively. 8. Income Taxes There are currently no taxes on income or gains in the Cayman Islands. The Company’s wholly owned U.S. subsidiary is treated as a disregarded entity for U.S. tax purposes. It has no U.S. activities and is not subject to U.S. tax. Consequently, the Company and its U.S. subsidiary are not required to file tax returns and have no income tax expense. The Company’s Mexican subsidiaries, SNDA Holding, S. de R.L. de C.V., and SNDA Exploración, S. de R.L. de C.V. are required to file tax returns in Mexico. F-29 --- The Company’s effective income tax rate for the three months ended March 31, 2026 and 2025, differs from the statutory income tax rate as follows: | Line item | 2026 | Effective Tax rate % | 2025 | Effective Tax rate % | | --- | --- | --- | --- | --- | | Tax (benefit) expense at statutory rates | $(3,486,492) | (30%) | $(780,890) | (30%) | | Tax effect of nontaxable entities | 1,136,413 | 10% | 424,172 | 16% | | Foreign currency remeasurement of monetary assets and liabilities | (5,387)% | % | (10,190) | —% | | Nondeductible expenses | 86,606 | 1% | 34,590 | 1% | | Change in valuation allowance | 2,268,860 | 20% | 332,318 | 13% | | Total income tax expense (benefit) | $— | —% | $— | —% | 9. Segment reporting Management has determined that the Company operates and reports in a single operating segment, which currently focuses on the exploration of the mining properties for which the Company has either title to the concession or contractual exploration rights. Since the Company is in the exploration stage, it has not recognized any revenue. The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s Country Manager. The CODM manages the exploration operations based on costs and expenses that are directly attributable to the mine exploration activity, and regularly reviews expenses not related with the exploration activity, such as corporate expenditures, with the purpose of assessing the Company’s performance and determining the needs for allocating resources. The measure of profitability that the CODM considers for assessing the exploration segment performance is the net loss before income taxes. The CODM evaluates the performance of the segment on a monthly basis by assessing the budget-to-actual and actual-to-prior period variances in operating expenses and administrative expenses. Additionally, the CODM reviews on a regular basis the execution of forecast capital expenditures and the evolution of total asset amounts in the segment to make decisions about operating and capital resource allocation. | Line item | Three Months Ended March 31, 2026 / Exploration Segment | Three Months Ended March 31, 2025 / Exploration Segment | | --- | --- | --- | | Drilling and other exploration-related costs(1) | $5,531,485 | $458,759 | | Machinery rental | 1,106,129 | 97,333 | | Professional services(1) | 1,313,149 | 751,082 | | Depreciation | 103,581 | 83,300 | | Other administrative expenses(1) (2) | 771,742 | 379,091 | | Share-based compensation expense | 2,645,164 | 533,952 | | Estimation for doubtful accounts | 203,872 | — | | Interest expense with related parties | — | 265,632 | | Other segment items(3) | (51,982) | 33,817 | | Consolidated net loss before income taxes | $11,623,140 | $2,602,966 | (1) Drilling and other exploration-related costs, Professional services, and Other administrative expenses items exclude share-based compensation expense. (2) Other administrative expenses items include mainly administrative payroll, marketing expenses, travel expenses, bank fees, and office expenses. (3) Other segment items include foreign exchange gain (loss) and other income. All of the Company’s operations take place in Mexico. Since the Company is in an exploration stage, it has no clients or major product lines or services. F-30 --- 10. Earnings per share The calculated basic and diluted earnings per share for the three months ended March 31, 2026 and 2025 were as follows: _For the three-month period ended March 31, 2026_ | Line item | Ordinary Shares | Total | | --- | --- | --- | | Net loss | $(11,623,140) | $(11,623,140) | | Weighted average number shares - basic and diluted | 129,546,420 | 129,546,420 | | Net loss per share – basic and diluted | (0.09) | (0.09) | _For the three-month period ended March 31, 2025_ | Line item | Ordinary Shares | Class A Ordinary Shares | Total | | --- | --- | --- | --- | | Net loss | $(2,291,219) | $(311,747) | $(2,602,966) | | Weighted average number shares - basic and diluted | 104,994,535 | 14,285,713 | 119,280,248 | | Net loss per share – basic and diluted | (0.02) | (0.02) | (0.02) | 11. Commitments and contingencies The government of Mexico requires payment of mining taxes on each concession and also requires a minimum work commitment to be carried out in order to keep the mining concessions in good standing. Annually, the payment for mining taxes is approximately $135,000 and the minimum work commitment is approximately $951,000. Such amounts are subject to annual inflation adjustments. As of March 31, 2026 and December 31, 2025, the Company had satisfied these commitments. During 2024, the Company entered into a contract with a law firm for advisory services related to land matters. Under the terms of the contract, the law firm will be paid a success fee for the successful execution of land access agreements with individual parcel holders and an ejido. The maximum success fee is $305,000 plus VAT. 12. Subsequent events The Company has evaluated events subsequent to March 31, 2026, to assess the need for potential recognition or disclosure in the accompanying financial statements. Such events were evaluated through June 5, 2026, the date the financial statements were available to issue and there were not any events identified. ******* F-31 --- #### PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. | Line item | Amount tobe Paid | | --- | --- | | SEC registration fee | $15,504 | | Legal fees and expenses | 200,000 | | Accounting fees and expenses | 7,600 | | Miscellaneous | 30,000 | | Total | $253,104 | Each of the amounts set forth above, other than the SEC registration fee, is an estimate. Item 14. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to such corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant’s Amended and Restated Certificate of Incorporation provides for indemnification by the Registrant of its directors and officers to the fullest extent permitted by the DGCL. The Registrant has entered into indemnification agreements with each of its directors and executive officers. These agreements, among other things, require the Registrant to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of the Registrant, arising out of the person’s services as a director or executive officer. Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Amended and Restated Certificate of Incorporation provides for such limitation of liability. The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law. Item 15. Recent Sales of Unregistered Securities. Set forth below is information regarding all securities issued by the Registrant without registration under the Securities Act between January 1, 2023 and the date of this Registration Statement. - Between November 15, 2025 and March 27, 2026, the Registrant issued 9,714,286 shares of common stock at a price per share of $4.90 for an aggregate purchase price of approximately $47.6 million. - Between January 1, 2023 and March 31, 2026, the Registrant granted under the 2020 Long-Term Incentive Plan 1,256,500 restricted stock units to be settled in shares of common stock. - On July 27, 2026, the Registrant issued 7,939,544 shares of common stock at a price per share of $12.00 for gross proceeds of approximately $95.3 million. The offers, sales and issuances of the securities described above were exempt from registration under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder (in that such transactions II-1 --- were between an issuer and sophisticated investors or members of its senior executive management and did not involve any public offering within the meaning of Section 4(a)(2) of the Securities Act), Regulation S promulgated under the Securities Act (in that such offers, sales and issuances were not made to persons in the United States and no directed selling efforts were made in the United States) or Rule 701 promulgated under the Securities Act (in that the transactions were under compensatory benefit plans and contracts relating to compensation), or as transactions not involving the sale of securities. Item 16. Exhibits and Financial Statement Schedules. (a) The list of exhibits set forth under “Exhibit Index” at the end of this Registration Statement is incorporated by reference. (b) No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto. Item 17. Undertakings. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; (4) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and (5) that, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (a) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (b) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (c) the portion of any other free writing II-2 --- prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (d) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 --- ### EXHIBIT INDEX | Exhibit Number | Description | | --- | --- | | 3.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed with the SEC on June 29, 2026) | | 3.2 | Amended and Restated Bylaws (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 filed with the SEC on June 29, 2026) | | 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | | 10.1 | Management Services Agreement, dated January 1, 2019, by and between the Registrant and The Electrum Group LLC (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.2 | Consulting Services Agreement with Daniel Muñiz Quintanilla, dated June 23, 2026 (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.3 | English Translation of Employment Agreement with Carla Llantada de la Paz, dated July 1, 2024 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.4 | Consulting Services Agreement with Fabián Galindo, dated June 23, 2026 (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.5 | Employment Agreement with Luis Barreto, dated June 23, 2026 (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.6 | Consulting Services Agreement with Jaime Cortés Álvarez, dated June 23, 2026 (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.7 | Consulting Services Agreement, dated March 17, 2025, with 1520955 B.C. LTD. for the provision of services including André van Niekerk (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.8 | Termination Agreement with 1520955 B.C. LTD., effective as of January 31, 2026 (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.9 | Employment Agreement with Scott Cole, dated June 23, 2026 (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.10 | Stockholders’ Agreement, dated June 29, 2026 | | 10.11 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.12 | Registration Rights Agreement, dated June 29, 2026 | | 10.13 | English Translation of Mining Exploration and Surface Use Authorization Contract, dated as of September 22, 2014, by and among Minera de Cordilleras S. de R.L. de C.V., Agustín Mesita and J. Bernabé Silva Sánchez (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.14 | English Translation of Amendment Agreement to Mining Exploration and Surface Use Authorization Contract, dated as of August 25, 2015, by and among Minera de Cordilleras, S. de R.L. de C.V., Agustín Mesita and J. Bernabé Silva Sánchez (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.15 | English Translation of Assignment of Rights Contract, dated as of August 30, 2018, by and between Minera de Cordilleras S. de R.L. de C.V. and SNDA Exploración, S. de R.L. de C.V. (formerly known as Minera Adularia Exploración, S. de R.L. de C.V.) (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.16 | English Translation of Assignment of Rights Contract, dated as of November 20, 2020, by and among Agustín Mesita, J. Bernabé Silva Sánchez and Ejido of Delgado, Primera Ampliación de Comonfort, State of Guanajuato (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.17 | Financial Support Commitment Letter, dated as of May 5, 2026, by TEG Global GP Ltd., the general partner of Electrum Global Holdings L.P. (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | II-4 --- | Exhibit Number | Description | | --- | --- | | 10.18 | Common Stock Purchase Agreement, dated as of June 22, 2026, by and between the Registrant and Fresnillo plc (incorporated by reference to Exhibit 10.26 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 10.19 | Investor Rights Agreement by and between the Registrant and Fresnillo plc, dated July 27, 2026 | | 16.1 | Letter of Plante & Moran, PLLC to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 21.1 | Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 23.1 | Consent of Galaz, Yamazaki, Ruiz Urquiza, S.C. | | 23.2 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | | 23.3 | Consent of SRK Consulting (U.S.), Inc. | | 24.1 | Power of Attorney | | 96.1 | SK-1300 Technical Report Summary, Sinda Project, Guanajuato, Mexico, dated as of November 24, 2025 (incorporated by reference to Exhibit 96.1 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 96.2 | Addendum to the SK-1300 Technical Report Summary, Sinda Project, Guanajuato, Mexico, dated as of June 2, 2026 (incorporated by reference to Exhibit 96.2 to the Registration Statement on Form S-1/A filed with the SEC on June 24, 2026) | | 107 | Calculation of Filing Fee Table | II-5 --- SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Miguel de Allende, Guanajuato, Mexico, on July 27, 2026. SINDA LTD. By: /s/ Luis Barreto Name: Luis Barreto Title: Chief Financial Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Muñiz Quintanilla and Luis Barreto, and each of them, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. - Signature Title Date - /s/ Luis Barreto Chief Financial Officer (principal executive officer and principal financial officer) July 27, 2026 - Luis Barreto - /s/ Scott Cole Vice President, Finance (principal accounting officer) July 27, 2026 - Scott Cole - /s/ Daniel Muñiz Quintanilla Executive Chairman and Director July 27, 2026 - Daniel Muñiz Quintanilla - /s/ Ali Reza Erfan Director July 27, 2026 - Ali Reza Erfan - /s/ Igor Gonzales Director July 27, 2026 - Igor Gonzales - /s/ Douglas Groh Director July 27, 2026 - Douglas Groh - /s/ Graeme Cameron Maxwell Lamb Director July 27, 2026 - Graeme Cameron Maxwell Lamb - /s/ Kalidas Madhavpeddi Director July 27, 2026 - Kalidas Madhavpeddi - /s/ Vanessa Rubio Márquez Director July 27, 2026 - Vanessa Rubio Márquez - /s/ Anna El-Erian Director July 27, 2026 - Anna El-Erian II-6 --- ## EXHIBIT 5.1 SEC source: [ny20077487x1_ex5-1.htm](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex5-1.htm) --- Exhibit 5.1 - SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP - ONE MANHATTAN WEST NEW YORK, NY 10001 ________ TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- ABU DHABI BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SINGAPORE TOKYO TORONTO - July 27, 2026 Sinda Ltd. Antiguo Camino a Don Diego S/N Fraccionamiento Mi Bendición, Interior 6 San Miguel Allende, Guanajuato, C.P. 37898, Mexico Re: Sinda Ltd. Registration Statement on Form S-1 Ladies and Gentlemen: We have acted as special United States counsel to Sinda Ltd., a Delaware corporation (the “Company”), in connection with the registration for resale under the Securities Act of 1933 (the “Securities Act”), of an aggregate of 7,939,544 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), on behalf of the Selling Stockholder (as defined herein). We have been advised that the Shares were issued pursuant to the Common Stock Purchase Agreement, dated as of June 22, 2026, between the Company and the Selling Stockholder (the “Stock Purchase Agreement”). This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. --- Sinda Ltd. July 27, 2026 Page 2 In rendering the opinion stated herein, we have examined and relied upon the following: (a)the registration statement (“Registration Statement”) on Form S-1 to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act relating to the Shares; (b)the prospectus, which forms a part of and is included in the Registration Statement; (c)an executed copy of the Stock Purchase Agreement; (d)an executed copy of a certificate of Jaime Cortés Álvarez, General Counsel and Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”); (e)a copy of the Company’s Certificate of Incorporation certified pursuant to the Secretary’s Certificate as being in effect on the date of the resolutions referred to below; (f)a copy of the Company’s Amended and Restated Certificate of Incorporation, certified by the Secretary of State of the State of Delaware as of July 27, 2026 (the “Restated Certificate of Incorporation”), and certified pursuant to the Secretary’s Certificate as being in effect on the date hereof; (g)a copy of the Company’s Bylaws certified pursuant to the Secretary’s Certificate as being in effect on the date of the resolutions referred to below; (h)a copy of the Company’s Amended and Restated Bylaws (the “Restated Bylaws”) certified pursuant to the Secretary’s Certificate as being in effect on the date hereof; and (i) a copy of certain resolutions of the Board of Directors of the Company, adopted on June 23, 2026, certified pursuant to the Secretary’s Certificate. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below. In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. With respect to our opinion set forth below, we have assumed that (i) the Company received the consideration for the Shares set forth in the Stock Purchase Agreement and the applicable board resolutions and (ii) the issuance of the Shares has been registered in the Company’s share registry. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Selling Stockholder and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate and the Restated Certificate of Incorporation and the factual representations and warranties set forth in the Stock Purchase Agreement. --- Sinda Ltd. July 27, 2026 Page 3 We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”). As used herein, “Organizational Documents” means the Restated Certificate of Incorporation and the Restated Bylaws. Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that: The Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and have been validly issued and are fully paid and nonassessable. In addition, in rendering the foregoing opinion we have assumed that: (a)the Company’s issuance of the Shares does not and will not (i) violate any statute to which the Company or such issuance is subject (except that we do not make this assumption with respect to the DGCL), or (ii) constitute a violation of, or a breach under, or require the consent or approval of any other person under, any agreement or instrument binding on the Company (except that we do not make this assumption with respect to the Organizational Documents, the Stock Purchase Agreement or those agreements or instruments expressed to be governed by the laws of the State of New York or the State of Delaware which are listed in Part II of the Registration Statement, although we have assumed compliance with any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company contained in such agreements or instruments); and (b)the Company’s authorized capital stock was at the time of issuance of the Shares as set forth in the Restated Certificate of Incorporation and is as set forth in the Restated Certificate of Incorporation, and we have relied solely on the certified copy thereof issued by the Secretary of State of the State of Delaware and have not made any other inquiries or investigations. This opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions of this type. We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations under the Securities Act. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP JAW --- --- ## EXHIBIT 10.10 SEC source: [ny20077487x1_ex10-10.htm](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex10-10.htm) --- Exhibit 10.10 STOCKHOLDERS AGREEMENT by and among SINDA LTD. and THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of June 29, 2026 --- TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Interpretive Provisions 4 ARTICLE 2 REPRESENTATIONS AND WARRANTIES | Section 2.01. | Existence; Authority; Enforceability | 4 | | --- | --- | --- | | Section 2.02. | Absence of Conflicts | 4 | | Section 2.03. | Consents | 5 | ARTICLE 3 GOVERNANCE | Section 3.01. | Board of Directors | 5 | | --- | --- | --- | | Section 3.02. | Actions that Require Electrum Approval | 6 | | Section 3.03. | Actions Requiring Consultation with Electrum | 8 | | Section 3.04. | Actions that Require Independent Director Approval | 8 | | Section 3.05. | Information; Duties | 8 | ARTICLE 4 TRANSFERS OF SHARES Section 4.01. Rights and Obligations of Affiliate Stockholders 9 ARTICLE 5 GENERAL PROVISIONS | Section 5.01. | Further Assurances | 9 | | --- | --- | --- | | Section 5.02. | Assignment; Benefit | 9 | | Section 5.03. | Freedom to Pursue Opportunities | 9 | | Section 5.04. | Termination | 10 | | Section 5.05. | Subsequent Acquisition of Shares; Other Activities | 10 | | Section 5.06. | Severability | 10 | | Section 5.07. | Entire Agreement | 11 | | Section 5.08. | Amendment | 11 | i --- | Section 5.09. | Waiver | 11 | | --- | --- | --- | | Section 5.10. | Counterparts | 11 | | Section 5.11. | Notices | 11 | | Section 5.12. | Governing Law | 12 | | Section 5.13. | Jurisdiction | 12 | | Section 5.14. | Waiver of Jury Trial | 12 | | Section 5.15. | Specific Performance | 13 | | Section 5.16. | Marketing Materials | 13 | | Section 5.17. | Adjustments | 13 | | Section 5.18. | No Third-Party Beneficiaries | 13 | | Section 5.19. | Indemnification | 14 | | Section 5.20. | No More Favorable Agreements | 15 | ii --- STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 29, 2026 and effective as of the closing of the IPO (the “Effective Time”), is made by and among Sinda Ltd., a Delaware corporation (the “Company”), and the stockholders that are or become signatories hereto (each a “Stockholder” and collectively, the “Stockholders”). RECITALS WHEREAS, the Company is proposing to sell Company Shares to the public in an initial public offering (the “IPO”); and WHEREAS, the Board of Directors of the Company (the “Board of Directors”) has unanimously approved this Agreement providing for certain rights and obligations of the Stockholders and the Company. NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE 1 DEFINITIONS Section 1.01.         Definitions. As used in this Agreement, the following terms shall have the following meanings: “Affected Stockholder” has the meaning set forth in Section 5.08. “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; it being understood and agreed that, for purposes hereof, (i) each Electrum Party shall be deemed to be an Affiliate of every other Electrum Party, (ii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Stockholder, and (iii) except as set forth in clause (i) above, no Stockholder shall be deemed to be an Affiliate of any other Stockholder. “Agreement” has the meaning set forth in the preamble. “Beneficial Ownership” (and derivative terms) means beneficial ownership within the meaning of Rule 13d-3 under the Exchange Act. “Board of Directors” has the meaning set forth in the recitals. “Business Day” means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. 1 --- “Change of Control” means any transaction or series of related transactions (whether by merger, consolidation or sale or transfer of the Company Shares or otherwise) as a result of which a Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) that is not one of the Electrum Parties (or any of their Affiliates or any officer, director, or employee of any of the Electrum Parties or their Affiliates) obtains (i) Beneficial Ownership of Company Shares which represent more than 50% of the total voting power of the then outstanding Company Shares or (ii) ownership of all or substantially all of the assets of the Company and its subsidiaries (including stock of its subsidiaries) on a consolidated basis. “Company” has the meaning set forth in the preamble. “Company Shares” means common stock of the Company, par value $0.0001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Company Shares, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. “Directed Opportunity” has the meaning set forth in Section 5.03(a). “Director” means a member of the Board of Directors. “Electrum Representative” means The Electrum Group LLC or an Affiliate of The Electrum Group LLC designated in writing by The Electrum Group LLC as the Electrum Representative following the date hereof. “Electrum Parties” means, collectively, Electrum Global Holdings L.P. and Electrum Strategic Opportunities Fund II L.P. and any Affiliates of the foregoing to whom Company Shares are Transferred by a Stockholder after the date hereof in accordance with this Agreement. “Equity Securities” means the Company Shares and any other securities of the Company that are entitled to vote in the election of Directors. “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. “Governing Documents” means the certificate of incorporation of the Company, as amended or modified from time to time, and the bylaws of the Company, as amended or modified from time to time. “Indemnified Liabilities” has the meaning set forth in Section 5.19(a). “Indemnified Parties” has the meaning set forth in Section 5.19(a). “IPO” has the meaning set forth in the recitals. 2 --- “Necessary Action” means, with respect to a specified result, all actions (to the extent such actions are permitted by law and by the Governing Documents) necessary to cause such result, including (i) attending meetings in person or by proxy for purposes of obtaining a quorum, (ii) voting or providing a proxy with respect to the Company Shares, (iii) causing the adoption of stockholders’ resolutions and amendments to the Governing Documents, (iv) causing Directors (to the extent such Directors were nominated by the Person obligated to undertake the Necessary Action, and subject to any fiduciary duties that such Directors may have as Directors) to act in a certain manner or causing them to be removed in the event they do not act in such a manner, (v) executing agreements and instruments, and (vi) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result and (vii) ensuring that applicable provisions are included in any proxy statement prepared by management of the Company in connection with the solicitation of proxies for any meeting of stockholders of the Company. “Parties” means the Company and the Stockholders party to this Agreement, including any Permitted Transferee who becomes a Party pursuant to Section 4.01. “Permitted Transferee” means in the case of any Stockholder, an Affiliate of such Stockholder. “Person” means an individual, partnership, limited liability company, corporation, trust, other entity, association, estate, unincorporated organization or a government or any agency or political subdivision thereof. “SEC” means the United States Securities and Exchange Commission. “Securities Act” means the United States Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. “Specified Party” has the meaning set forth in Section 5.03(a). “Stockholder” and “Stockholders” have the meaning set forth in the preamble. “Stockholder Indemnitor” has the meaning set forth in Section 5.19(b). “Transfer” means (a) a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition of Company Shares, or any legal or beneficial interest therein, including the grant of an option or other right or the grant of any interest that would result in a Stockholder no longer having the power to vote, or cause to be voted, such Stockholder’s Company Shares, whether directly or indirectly, whether voluntarily, involuntarily or by operation of law or (b) any agreement to take or commit to any of the foregoing actions; and “Transferred,” “Transferee,” “Transferor,” and “Transferability” shall each have a correlative meaning. For the avoidance of doubt, a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition of an interest in any Stockholder, or direct or indirect parent thereof, all or substantially all of whose assets are, directly or indirectly, Company Shares shall constitute a “Transfer” of Company Shares for purposes of this Agreement. For the avoidance of doubt, a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition of an interest in any Stockholder, or direct or indirect parent thereof, which has substantial assets in addition to Company Shares shall not constitute a “Transfer” of Company Shares for purposes of this Agreement. 3 --- Section 1.02.         Other Interpretive Provisions. (a)          The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. (b)          The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and Section references are to this Agreement unless otherwise specified. (c)          The term “including” is not limiting and means “including without limitation.” (d)          The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. (e)          Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms. ARTICLE 2 REPRESENTATIONS AND WARRANTIES Each of the Parties hereby represents and warrants, solely with respect to itself, to each other Party that: Section 2.01.         Existence; Authority; Enforceability. Such Party has the power and authority to enter into this Agreement and to carry out its obligations hereunder. Such Party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the performance of its obligations hereunder, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the performance of its obligations hereunder. This Agreement has been duly executed by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally. Section 2.02.         Absence of Conflicts. The execution and delivery by such Party of this Agreement and the performance of its obligations hereunder does not (a) conflict with, or result in the breach of any provision of the constitutive documents of such Party; (b) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any contract, agreement or permit to which such Party is a party or by which such Party’s assets or operations are bound or affected; or (c) violate any law applicable to such Party, except, in the case of clause (b), as would not have a material adverse effect on such Party’s ability to perform its obligations hereunder. 4 --- Section 2.03.         Consents. Other than as has already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party in connection with the execution, delivery or performance of this Agreement, except in each case, as would not have a material adverse effect on such Party’s ability to perform its obligations hereunder. ARTICLE 3 GOVERNANCE Section 3.01.         Board of Directors. (a)          From and after the Effective Time, the Electrum Parties, acting through the Electrum Representative, shall have the right, but not the obligation, to nominate (i) a number of individuals for election to the Board of Directors that is one fewer than a majority of the Board of Directors following all nominations pursuant to this Section 3.01 so long as the Electrum Parties Beneficially Own in the aggregate a number of Company Shares equal to at least 35% of the then outstanding Company Shares and (ii) one individual to the Board of Directors so long as the Electrum Parties Beneficially Own in the aggregate a number of Company Shares equal to (x) less than 35% of the then outstanding Company Shares and (y) at least 5% of the then outstanding Company Shares. If the Electrum Parties Beneficially Own in the aggregate a number of Company Shares equal to less than 5% of the then outstanding Company Shares, the Electrum Parties shall not have the right pursuant to this Section 3.01(a) to nominate any individuals to be elected to the Board of Directors. In the event that the Electrum Representative has not nominated the number of individuals that the Electrum Parties are entitled to nominate pursuant to this Section 3.01(a), the Electrum Parties, acting through the Electrum Representative, shall have the right, at any time, to nominate the number of additional individuals which they are entitled to nominate pursuant to this Section 3.01(a), in which case the Stockholders shall take, or cause to be taken, all Necessary Action to (A) increase the size of the Board of Directors as required to enable the election of such additional individuals and (B) elect such additional individuals nominated by the Electrum Parties to such newly created directorships. (b)          Each of the Stockholders, individually and not jointly, agrees with the Company (and only with the Company), and the Company agrees with each of the Stockholders, individually and not jointly, to take all Necessary Action within its control to cause the Board of Directors to be constituted as set forth in this Section 3.01 (including electing or removing individuals nominated pursuant to Section 3.01(a) and filling any vacancies created by reason of death, disability, retirement, removal or resignation of an individual nominated by the Electrum Representative with a new individual nominated by such Person) and to cast all votes to which such Stockholder is entitled in respect of its Company Shares, whether at any annual or special meeting, so as to cause to be elected to the Board of Directors the persons nominated pursuant to this Section 3.01. The Company agrees with each of the Stockholders, individually and not jointly, to use its best efforts to include in the slate of nominees recommended by the Board of Directors those individuals nominated pursuant to this Section 3.01, and to use its best efforts to cause the election of each such individual to the Board of Directors, including nominating such individuals to be elected as Directors. 5 --- (c)          The Company shall reimburse each Director nominated pursuant to Section 3.01(a) for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors and any committees thereof. (d)          To the extent that the number of Directors that the Electrum Representative is entitled to nominate pursuant to this Section 3.01 is reduced, the Electrum Representative shall, upon the Company’s request in writing, cause the required number of Directors to promptly resign from the Board of Directors and any vacancies resulting from such resignation shall be filled by the Board of Directors in accordance with the Governing Documents and SEC rules and applicable listing standards then in effect. (e)          Notwithstanding anything to the contrary in this Section 3.01(e), in the event that the Board of Directors determines in good faith, after consultation with outside legal counsel, that its nomination, election or appointment of a particular nominee pursuant to this Section 3.01 would constitute a breach of its fiduciary duties to the Company’s stockholders or does not otherwise comply with any requirements of the Company’s Governing Documents and corporate governance guidelines, or the charter or related guidelines of any committee of the Board of Directors responsible for nominating members of the Board of Directors, then the Board of Directors shall inform the Electrum Representative of such determination in writing and explain in reasonable detail the basis for such determination and the Electrum Representative shall designate another individual for nomination, election or appointment to the Board of Directors (subject in each case to this Section 3.01(e)), and the Board of Directors and the Company shall take all of the actions required by this Section 3.01 with respect to the election or appointment of such substitute nominee. Section 3.02.        Actions that Require Electrum Approval. In addition to any other approval required by the Governing Documents or by applicable law, and until such time as the Electrum Parties no longer own at least 35% of the then outstanding Company Shares, prior written approval of the Electrum Representative shall be required for the Company or any of its subsidiaries to take or agree to take any of the following actions, and the Company and its subsidiaries shall not take or agree to take any of the following actions without prior written approval of the Electrum Representative: (a)          Change of Control. Enter into or effect a Change of Control. (b)          Certain Dispositions. Directly or indirectly enter into or effect any transaction or series of related transactions, involving the sale, lease, license, exchange or other disposal (including by merger, amalgamation, consolidation, sale of stock or sale of assets) by the Company or any of its direct or indirect subsidiaries of any assets (including equity interests in any Person and any licenses) having a fair market value or for consideration having a fair market value (in each case as reasonably determined by the Board of Directors) in excess of $100,000,000, other than transactions solely between and among the Company and its wholly owned subsidiaries. 6 --- (c)          Certain Acquisitions and Joint Ventures. Enter into or effect (i) any transaction or series of related transactions involving the purchase, rent, lease, license, exchange or other acquisition (whether by merger, consolidation, acquisition of stock or acquisition of assets) by the Company or any of its direct or indirect subsidiaries of any assets and equity securities of any Person for consideration or (ii) any joint venture or similar business alliance involving investment, contribution or disposition by the Company or any of its direct or indirect subsidiaries of assets (including stock of subsidiaries), in the case of each of (i) and (ii), having a fair market value (as reasonably determined by the Board of Directors) in excess of $100,000,000, other than transactions solely between and among the Company and its wholly owned subsidiaries. (d)          Certain Indebtedness. Other than borrowings under any debt agreement which previously received the approval of the Electrum Representative, authorize or permit the Company or any of its direct or indirect subsidiaries to (i) incur (or extend, supplement or otherwise modify any of the material terms of) any indebtedness (other than intercompany indebtedness among the Company or any of its direct or indirect subsidiaries), assume, guarantee, endorse or otherwise as an accommodation become responsible for the indebtedness of any other Person (provided that the Company or any of its direct or indirect subsidiaries may provide cross-guarantees for any indebtedness that has been approved under this Section 3.02(d)), issue any debt securities, enter into any agreement under which it may incur indebtedness or issue debt securities in the future, in an aggregate amount in excess of $100,000,000 for all such matters or (ii) make any loan, advance or capital contribution to any Person (other than the Company or any of its direct or indirect subsidiaries), in each case outstanding at any time, in an aggregate amount in excess of $100,000,000 for all such matters. (e)          Equity Issuances. Authorize, create or issue any Equity Securities of the Company or any of its direct or indirect subsidiaries (except as may be issued to the Company or any of its wholly owned subsidiaries), issue any options or rights to acquire any Equity Securities of the Company or any of its direct or indirect subsidiaries or grant any options or rights, except for (i) Equity Securities, options or rights to acquire Equity Securities issued or granted pursuant to management and employee incentive plans approved by the Board of Directors, (ii) securities issuable upon the exercise of warrants outstanding as of the Effective Time, (iii) Securities issued to Fresnillo plc in connection with the Common Stock Purchase Agreement entered into by the Company on or around June 22, 2026, or (iv) other issuances (other than to current or former employees, consultants or directors) of Equity Securities or options or rights to acquire Equity Securities with a value (as reasonably determined by the Board of Directors) not in excess of $100,000,000 in the aggregate. (f)          Dissolution; Liquidation; Reorganization; Bankruptcy. Dissolve, liquidate or engage in any recapitalization or reorganization of the Company or any subsidiary (which such subsidiary individually or in the aggregate is material to the Company) or initiate a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company or any direct or indirect subsidiary (which such subsidiary individually or in the aggregate is material to the Company). 7 --- Section 3.03.        Actions Requiring Consultation with Electrum. In addition to any other approval required by the Governing Documents or by applicable law, and until such time as the Electrum Parties no longer own at least 35% of the then outstanding Company Shares, the Company, its officers or the Board of Directors, as the case may be, must consult with the Electrum Representative for the Company or any of its subsidiaries to take any of the following actions, and the Company and its subsidiaries shall not take any of the following actions without prior consultation with the Electrum Representative and providing the opportunity for the Electrum Representative to comment; provided that the Company, its officers or the Board of Directors, as the case may be shall consider any comments provided but shall not be required to accept any such comments: (a)          Key Officers. Hire or remove, with or without cause, or enter into, renew, retain, materially modify (including a change in responsibilities) or terminate any employment contract with any executive officer of the Company. (b)          Annual Capital Expenditure Budget. Approve the capital expenditure budget for any fiscal year of the Company. Section 3.04.        Actions that Require Independent Director Approval. In addition to any other approval required by the Governing Documents or by applicable law, the Company shall not, without approval by a majority of the Directors who qualify as an “independent director” pursuant to SEC rules and applicable listing standards as determined by the Board of Directors, take any of the following actions: (a)          Changes to this Agreement. Make any amendment, modification, supplement, waiver or termination that adversely affects the rights of the Company under this Agreement, imposes additional obligations on the Company, or amends or modifies Section 3.01, Section 3.02, Article 5, and any corresponding definitions in Article 1. Section 3.05.        Information; Duties. (a)          The Company and the Stockholders agree that the Directors nominated by the Electrum Representative may share confidential, non-public information about the Company with the Electrum Parties and their respective Affiliates, provided that such Parties agree to keep such information confidential (except as may be required by law or applicable listing standards then in effect) and agree to comply with all applicable securities laws in connection therewith. (b)          The Company and the Stockholders agree that, notwithstanding anything to the contrary in any other agreement or at law or in equity, when any of the Stockholders (in their capacity as Stockholders) takes any action under this Agreement to give or withhold its consent, such Person shall, to the fullest extent permitted by law, have no duty to consider the interests of the Company or the other Stockholders or any other stockholders of the Company and may act exclusively in its and its Affiliates’ own interests; provided, however, that the foregoing shall in no way affect the obligations of the Parties to comply with the provisions of this Agreement. 8 --- ARTICLE 4 TRANSFERS OF SHARES Section 4.01.        Rights and Obligations of Affiliate Stockholders. Any Transfer of Company Shares to any Affiliate of a Stockholder shall be permitted hereunder only if such Affiliate agrees in writing that it shall, upon such Transfer, assume with respect to such Company Shares the Transferor’s obligations under this Agreement and become a Party for such purpose and be treated as a Stockholder for all purposes of this Agreement, and become a party to any other applicable agreement or instrument executed and delivered by such Transferor in respect of the Company Shares. ARTICLE 5 GENERAL PROVISIONS Section 5.01.        Further Assurances. The Parties shall take all Necessary Action in order to give full effect to this Agreement and every provision hereof. Each of the Company and the Stockholders shall take or cause to be taken all lawful action necessary to ensure at all times that the Governing Documents are not at any time inconsistent with the provisions of this Agreement. In addition, each Party shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other Party reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement. Section 5.02.        Assignment; Benefit. The rights and obligations hereunder shall not be assigned without the prior written consent of the Company and the Stockholders then owning a majority of the Company Shares then owned by all of the Stockholders, except in connection with a Transfer of Company Shares to an Affiliate in compliance with Article 4 or in connection with the Transfer of all Company Shares held by the Electrum Parties to a third party. Any assignment of rights or obligations in violation of this Section 5.02 shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties, and their respective successors and permitted assigns. Section 5.03.        Freedom to Pursue Opportunities. (a)          To the fullest extent permitted by applicable law, the Company, on behalf of itself and its subsidiaries, renounces any interest, duty or expectancy of the Company and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any of Electrum Global Holdings L.P., Electrum Strategic Opportunities Fund II L.P., or any of their respective officers, directors, agents, shareholders, members, partners, Affiliates and subsidiaries (other than the Company and its subsidiaries) (each, a “Specified Party”), even if the opportunity is one that the Company or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so and each such Specified Party shall have no duty to communicate or offer such business opportunity to the Company and, to the fullest extent permitted by applicable law, shall not be liable to the Company or any of its subsidiaries for breach of any fiduciary or other duty, as a Director or officer or otherwise, by reason of the fact that such Specified Party pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its subsidiaries. Notwithstanding the foregoing, a Specified Party who is a Director or officer of the Company and who is offered a business opportunity in his or her capacity as a Director or officer of the Company (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 5.03 shall otherwise apply to the Specified Parties with respect to such Directed Opportunity, including, without limitation, the ability of the Specified Parties to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another Person. 9 --- (b)          Neither the amendment nor repeal of this Section 5.03, nor the adoption of any provision of the Governing Documents, nor, to the fullest extent permitted by the General Corporation Law of the State of Delaware, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at, or arising out of or related to any event, act or omission that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed). (c)          If any provision or provisions of this Section 5.03 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 5.03 (including, without limitation, each portion of any paragraph of this Section 5.03 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Section 5.03 (including, without limitation, each such portion of any paragraph of this Section 5.03 containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Company to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Company to the fullest extent permitted by law. (d)          This Section 5.03 shall not limit any protections or defenses available to, or indemnification rights of, any director or officer of the Company under this Agreement, the Certificate of Incorporation or applicable law. Section 5.04.        Termination. This Agreement shall terminate on the first day that none of the Stockholders has the right to nominate a Director pursuant to Section 3.01; provided that termination of this Agreement shall not relieve any Party for liability for any breach of this Agreement prior to such termination. Section 5.05.        Subsequent Acquisition of Shares; Other Activities. Any Company Shares acquired subsequent to the date hereof by a Stockholder shall be subject to the terms and conditions of this Agreement. Section 5.06.        Severability. Except as set forth with greater specificity in Section 5.03(c), in the event that any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be construed by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. 10 --- Section 5.07.        Entire Agreement. This Agreement, the Governing Documents and the other agreements referenced herein and therein constitute the entire agreement among the Parties with respect to the subject matter hereof and, as of the Effective Time, supersede any prior agreement or understanding among them with respect to the matters referred to herein. Section 5.08.        Amendment. This Agreement may not be amended, modified, supplemented, waived or terminated (other than pursuant to Section 5.04) except with the written consent of the Stockholders then owning a majority of the Company Shares then owned by all of the Stockholders; provided that any amendment, modification, supplement, waiver or termination that materially and adversely affects the rights of any Stockholder under this Agreement disproportionately vis-à-vis any other Stockholder (each an “Affected Stockholder”) will not be binding against any Affected Stockholders without the written consent of Affected Stockholders holding a majority of the then outstanding Company Shares then held by all Affected Stockholders. Section 5.09.        Waiver. Except as set forth in Section 5.08, no waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the Party against whom such waiver is claimed. Waiver by any Party of any breach or default by any other Party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the Parties or from any failure by any Party to assert its or his or her rights hereunder on any occasion or series of occasions. Section 5.10.        Counterparts. This Agreement may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement. Section 5.11.         Notices. Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be given, made or delivered (and shall be deemed to have been duly given, made or delivered upon receipt) by personal hand-delivery, by facsimile transmission, by electronic mail, by mailing the same in a sealed envelope, registered first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing overnight delivery, addressed to the Company and the Electrum Parties at the address set forth below: (a)          if to the Company, to: Sinda Ltd. Antiguo Camino a Don Diego S/N, Fraccionamiento Mi Bendición, Interior 6, San Miguel Allende, Guanajuato, C.P. 37898, Mexico Attention: Luis Barreto Jaime Cortes Alvarez Email: [\*\*\*] [\*\*\*] 11 --- with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West, New York, NY 10001 Attention: Alejandro Gonzalez Lazzeri Jeremy A. Winter Email: [\*\*\*] [\*\*\*] (b)          If to the Electrum Parties, to: The Electrum Group LLC 600 Fifth Ave., 24th Floor New York, NY 10020 Attention: Andrew M. Shapiro Email: [***] with a copy to: Baker Botts L.L.P. 30 Rockefeller Plaza New York, NY 10112 Attention: Jonathan Gordon Email: [***] Section 5.12.        Governing Law. This Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, excluding any conflict-of-laws rule or principle (whether of Delaware or any other jurisdiction) that might refer the governance or the construction of this Agreement to the law of another jurisdiction. Section 5.13.         Jurisdiction. Each of the Parties (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware. Each Party hereby agrees that, to the fullest extent permitted by law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.11 shall be effective service of process for any suit or proceeding in connection with this Agreement. Section 5.14.        Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. The Company or any Stockholder may file an original counterpart or a copy of this Section 5.14 with any court as written evidence of the consent of any of the Parties to the waiver of their rights to trial by jury. 12 --- Section 5.15.        Specific Performance. It is hereby agreed and acknowledged that it will be impossible to measure the money damages that would be suffered if the Parties fail to comply with any of the obligations imposed on them by this Agreement and that, in the event of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at law. Each Party agrees that injunctive relief or other equitable remedy, in addition to any applicable remedies at law or damages, is the appropriate remedy for any such failure to comply with any of the obligations imposed on them by this Agreement and shall, therefore, be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties shall raise the defense that there is an adequate remedy at law. Section 5.16.        Marketing Materials. The Company grants each of the Stockholders and their respective Affiliates permission to use the Company’s name and logo in marketing materials of such Stockholder or any of its Affiliates. The Stockholders and their respective Affiliates, as applicable, shall include a trademark attribution notice giving notice of the Company’s ownership of its trademarks in the marketing materials in which the Company’s name and logo appear. Section 5.17.        Adjustments. All references in this Agreement to Company Shares shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. Section 5.18.        No Third-Party Beneficiaries. Except as specifically provided in Section 5.02 and as otherwise provided herein, this Agreement is not intended to confer upon any Person, except for the parties, any rights or remedies hereunder. 13 --- Section 5.19.Indemnification. (a)          The Company shall indemnify, exonerate and hold the Stockholders and each of their respective partners, stockholders, members, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the partners, stockholders, members, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnified Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and other out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Indemnified Parties or any of them before or after the Effective Time (collectively, the “Indemnified Liabilities”), arising out of any actual or threatened action, cause of action, suit, or claim arising directly or indirectly out of such Stockholder’s or its other Indemnified Party’s actual, alleged or deemed control or ability to influence the Company or any of its subsidiaries or the actual or alleged act or omission of such Stockholder’s Director nominee(s) including for any alleged act or omission arising out of or in connection with the IPO (other than any such Indemnified Liabilities that arise out of any breach of this Agreement by such Indemnified Party or other related Persons) if such Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Indemnified Party’s conduct was unlawful; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such Indemnified Party shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such proceeding was brought shall determine upon application that, despite such adjudication of liability but in view of all the circumstances of the case, such Indemnified Party is fairly and reasonably entitled to indemnity; provided, further, that the Company shall not be obligated to indemnify any Indemnified Party for any Indemnified Liabilities (i) to the extent such Indemnified Liabilities have been paid directly to such Indemnified Party by insurance, (ii) in respect of proceedings or claims initiated or brought voluntarily by such Indemnified Party and not by way of defense, (iii) for any amounts paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, (iv) on account of any suit in which judgment is rendered against such Indemnified Party for (A) an accounting of profits made from the purchase or sale by such Indemnified Party of securities of the Company pursuant to Section 16(b) of the Exchange Act or similar provisions of any federal, state or local law, (B) any reimbursement of the Company by such Indemnified Party of any bonus or other incentive-based or equity-based compensation or of any profits realized by such Indemnified Party from the sale of securities of the Company, as required in each case under the Exchange Act or any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, or (C) the payment to the Company of profits arising from the purchase, sale or other acquisition or transfer by such Indemnified Party of securities in violation of Section 306 of the Sarbanes-Oxley Act of 2002, or (v) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful; provided that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason other than the statutory limitations set forth in applicable law, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The rights of any Indemnified Party to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instruction to which such Indemnified Party is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the Governing Documents of the Company or constitutive documents of any of its subsidiaries and shall extend to such Indemnified Party’s successors and assigns. 14 --- (b)          The Company acknowledges that the Indemnified Parties may have certain rights to indemnification, advancement of expenses or insurance provided by a Stockholder or certain of their respective Affiliates (collectively, the “Stockholder Indemnitors”). The Company hereby (a) agrees that the Company and any Subsidiary that provides indemnity shall be the indemnitor of first resort (i.e., its obligations to an Indemnified Party shall be primary and any obligation of any Stockholder Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnified Party shall be secondary), (b) agrees that, subject to the limitations set forth in Section 5.19(a) and receipt of a written request including reasonable documentation, it shall be required to advance the full amount of expenses incurred by any Indemnified Party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement or any other agreement between the Company and any Indemnified Party, without regard to any rights such Person may have against any Stockholder Indemnitor or their insurers and (c) irrevocably waives, relinquishes and releases the Stockholder Indemnitors from any and all claims against the Stockholder Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof, except in the case of conduct by a Indemnified Party where such Indemnified Party is not otherwise entitled to indemnification from the Company. Each Indemnified Party hereby undertakes to promptly repay any amounts advanced if, and to the extent that, it shall ultimately be determined that such Indemnified Party is not entitled to indemnification from the Company. The Company shall not be obligated to advance any expenses to any Indemnified Party arising from a lawsuit filed directly by the Company against such Indemnified Party if an absolute majority of the members of the Board of Directors reasonably determines in good faith, within thirty (30) days of such Indemnified Party’s request for advancement, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that such Indemnified Party acted in bad faith; provided that the Company may not avail itself of the right set forth in this sentence as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of such lawsuit, the Company has undergone a Change of Control. If the Company is obligated to advance expenses for any proceeding against an Indemnified Party, the Company, if appropriate, shall be entitled to assume the defense of such proceeding upon delivery to such Indemnified Party of written notice of its election to do so. After delivery of such notice, approval of counsel by such Indemnified Party and retention of such counsel by the Company, the Company will not be liable to such Indemnified Party under this Section 5.19 for any fees of counsel subsequently incurred by such Indemnified Party with respect to the same proceeding, provided that such Indemnified Party shall have the right to employ its own counsel in any such proceeding at such Indemnified Party’s expense. The Company further agrees that no advancement or payment by the Stockholder Indemnitors on behalf of any Indemnified Party with respect to any claim for which such Person has sought indemnification from the Company shall affect the foregoing and the Stockholder Indemnitors shall have a right of contribution and/or shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Party against the Company. (c)          The provisions of this Section 5.19 will survive any termination of this Agreement. Each of the Indemnified Parties shall be a third-party beneficiary of the rights conferred to such Person in this Section 5.19. Section 5.20.        No More Favorable Agreements. The Company shall not grant, issue or provide, and shall not enter into any agreement that grants, issues or provides, any other investor, stockholder or person any right, privilege or term that is not included in this Agreement or is more favorable than those granted to the Stockholder in this Agreement without first offering the same right, privilege or term to the Stockholder in writing, and, if the Stockholder elects to have the same right, privilege or term granted to it, the parties hereto shall promptly amend this Agreement to effect the same. 15 --- IN WITNESS WHEREOF, the parties set forth below have duly executed this Agreement as of the day and year first above written. - SINDA LTD. - By: /s/ Luis Barreto - Name: Luis Barreto - Title: Chief Financial Officer [Signature Page to Stockholders Agreement] --- - ELECTRUM GLOBAL HOLDINGS L.P. - By: TEG Global GP Ltd. - Its: General Partner - By: /s/ Andrew M. Shapiro - Name: Andrew M. Shapiro - Title: Director - ELECTRUM STRATEGIC OPPORTUNITIES FUND II L.P. - By: Electrum Strategic Opportunities Fund II GP L.P. - Its: General Partner - By: ESOF II GP Ltd. - Its: General Partner - By: /s/ Andrew M. Shapiro - Name: Andrew M. Shapiro - Title: Director [Signature Page to Stockholders Agreement] --- --- ## EXHIBIT 10.12 SEC source: [ny20077487x1_ex10-12.htm](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex10-12.htm) --- Exhibit 10.12 REGISTRATION RIGHTS AGREEMENT by and among SINDA LTD. and THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of June 29, 2026 --- **TABLE OF CONTENTS** | ARTICLE 1 / Definitions | ARTICLE 1 / Definitions | PAGE / ARTICLE 1 / Definitions | | --- | --- | --- | | Section 1.01. | Definitions | 1 | | Section 1.02. | Other Definitional and Interpretative Provisions | 4 | | ARTICLE 2 | | | | Registration Rights | | | | Section 2.01. | Demand Registration | 4 | | Section 2.02. | Piggyback Registration | 6 | | Section 2.03. | Lock-Up Agreements | 7 | | Section 2.04. | Registration Procedures | 7 | | Section 2.05. | Indemnification by the Company | 10 | | Section 2.06. | Indemnification by Participating Stockholders | 11 | | Section 2.07. | Conduct of Indemnification Proceedings | 11 | | Section 2.08. | Contribution | 12 | | Section 2.09. | Participation in Public Offering | 13 | | Section 2.10. | Other Indemnification | 13 | | Section 2.11. | Cooperation by the Company | 13 | | Section 2.12. | No Transfer of Registration Rights | 13 | | ARTICLE 3 | | | | General Provisions | | | | Section 3.01. | Binding Effect; Assignability; Benefit | 13 | | Section 3.02. | Severability | 14 | | Section 3.03. | Entire Agreement | 14 | | Section 3.04. | Waiver; Amendment; Termination | 14 | | Section 3.05. | Counterparts; Effectiveness | 14 | | Section 3.06. | Notices | 14 | | Section 3.07. | Governing Law | 15 | | Section 3.08. | Jurisdiction | 15 | | Section 3.09. | WAIVER OF JURY TRIAL | 16 | | Section 3.10. | Specific Performance | 16 | i --- REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 29, 2026 and effective as of the closing of the IPO (the “Effective Time”), is made by and among Sinda Ltd., a Delaware corporation (the “Company”), and the stockholders that are or become signatories hereto (each a “Stockholder” and collectively, the “Stockholders”). RECITALS WHEREAS, the Company is proposing to sell Shares to the public in an initial public offering (the “IPO”); and WHEREAS, subject to the terms and conditions herein, the Stockholders and the Company desire to enter into this Agreement to provide for certain rights and obligations of the Stockholders and the Company. NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 Definitions Section 1.01.          Definitions.As used in this Agreement, the following terms have the following meanings: “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; it being understood and agreed that, for purposes hereof, (i) each Electrum Stockholder shall be deemed to be an Affiliate of every other Electrum Stockholder, (ii) neither the Company nor any subsidiary of the Company shall be deemed to be an Affiliate of any Stockholder, and (iii) except as set forth in clause (i) above, no Stockholder shall be deemed to be an Affiliate of any other Stockholder. “Board of Directors” means the Board of Directors of the Company. “Business Day” means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. “Common Stock” means the common stock of the Company, par value $0.0001 per share, and any and all securities of any kind whatsoever of the Company that may be issued by the Company after the date hereof in respect of, in exchange for, or in substitution of, Common Stock, pursuant to any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof. --- “Company Securities” means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii) any options, warrants or other rights to acquire Common Stock. “Electrum Stockholders” means, collectively, Electrum Global Holdings L.P. and Electrum Strategic Opportunities Fund II L.P. and any Affiliates of the foregoing to whom Common Stock is Transferred by an Electrum Stockholder in accordance with the Electrum Stockholders Agreement. “Electrum Stockholders Agreement” means the stockholders agreement entered into by and among the Company and the Electrum Stockholders dated as of , 2026. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “FINRA” means the Financial Industry Regulatory Authority. “Ospraie” means Ospraie Real Assets Fund LP and any Affiliate of the foregoing to who all of the Common Stock owned by Ospraie is Transferred in accordance in accordance with this Agreement. “Person” means an individual, partnership, limited liability company, corporation, trust, other entity, association, estate, unincorporated organization or a government or any agency or political subdivision thereof. “Public Offering” means an underwritten public offering of Registrable Securities pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form. “Registrable Securities” means, at any time, any Shares until (i) a registration statement covering such Shares has been declared effective by the SEC and such Shares have been disposed of pursuant to such effective registration statement, (ii) such Shares are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or (iii) such Shares are otherwise Transferred, the Company has delivered a new certificate or other evidence of ownership for such Shares not bearing a restricted legend and such Shares may be resold without subsequent registration under the Securities Act. “Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of Company Securities, including all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 2.04(h)), (vii) reasonable fees and expenses of any special experts retained by the Company (including independent mining consultants) in connection with such registration, (viii) reasonable fees, out-of-pocket costs and expenses of the Stockholders, including one counsel for all of the Stockholders participating in the offering selected (A) by the Electrum Stockholders, in the case of any offering in which any of the Electrum Stockholders participates, or (B) if no Electrum Stockholders participate and if Ospraie participates, then Ospraie, (ix) fees and expenses in connection with any review by FINRA of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies and (xv) all out-of pocket costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 2.04(m). 2 --- “Rule 144” means Rule 144 (or any successor provisions) under the Securities Act. “SEC” means the Securities and Exchange Commission. “Securities Act” means the Securities Act of 1933, as amended. “Shares” means shares of Common Stock. “Transfer” means (a) a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition of Common Stock, or any legal or beneficial interest therein, including the grant of an option or other right or the grant of any interest that would result in a Stockholder no longer having the power to vote, or cause to be voted, such Stockholder’s Common Stock, whether directly or indirectly, whether voluntarily, involuntarily or by operation of law or (b) any agreement to take or commit to any of the foregoing actions; and “Transferred,” “Transferee,” “Transferor,” and “Transferability” shall each have a correlative meaning. For the avoidance of doubt, a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition of an interest in any Stockholder, or direct or indirect parent thereof, all or substantially all of whose assets are, directly or indirectly, Company Securities shall constitute a “Transfer” of Common Stock for purposes of this Agreement. For the avoidance of doubt, a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition of an interest in any Stockholder, or direct or indirect parent thereof, which has substantial assets in addition to Common Stock shall not constitute a “Transfer” of Common Stock for purposes of this Agreement. 3 --- Section 1.02.          Other Definitional and Interpretative Provisions. (a)          The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. (b)          The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and Section references are to this Agreement unless otherwise specified. (c)          The term “including” is not limiting and means “including without limitation.” (d)          The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. (e)          Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms. ARTICLE 2 Registration Rights Section 2.01.          Demand Registration. (a)          If at any time beginning 180 days following the date of the final prospectus for the IPO, the Company shall receive a request from any Stockholder (that party shall be referred to herein as the “Requesting Stockholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities, and specifying the intended method of disposition thereof (each such request shall be referred to herein as a “Demand Registration”), then the Company shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i)             all Registrable Securities for which the Requesting Stockholders have requested registration under this Section 2.01; and (ii)            subject to the restrictions set forth in Sections 2.01(d) and 2.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Stockholders that any Stockholders with rights to request registration under Section 2.01 (all such Stockholders, together with the Requesting Stockholders, and any Stockholders participating in a Piggyback Registration pursuant to Section 2.02, the “Registering Stockholders”) have requested the Company to register by request received by the Company within 1 Business Day after such Stockholders receive the Company’s notice of the Demand Registration; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that, subject to Section 2.01(c), the Company shall not be obligated to effect more than three Demand Registrations within a 12-month period. 4 --- (b)          The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected. (c)          A Demand Registration shall not be deemed to have occurred: (i)             unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the Registering Shareholders included in such registration have actually been sold thereunder); provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii)            if the Maximum Offering Size is reduced in accordance with Section 2.01(d) such that less than 66 2/3% of the Registrable Securities of the Requesting Shareholders sought to be included in such registration are included. (d)          If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i)             first, all Registrable Securities of a Person with rights under Section 2.01 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such Stockholder); and (ii)            second, all Company Securities requested to be included in such registration by any other Person, including the Company. (e)          Upon notice to each Requesting Stockholder, the Company may postpone effecting a registration pursuant to this Section 2.01 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Stockholders in writing that effecting the registration would materially and adversely affect an offering of securities of such Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company. 5 --- (f)          At any time following the Effective Time and subject to eligibility under the Securities Act and SEC rules, upon the request of Stockholders holding at least a majority of all Registrable Securities, the Company shall use its best efforts to file a “shelf” registration statement (the “Shelf Registration”) with respect to the Registrable Securities on an appropriate form pursuant to Rule 415 (or any similar provision that may be adopted by the SEC) under the Securities Act and to cause such Shelf Registration to become effective and to keep such Shelf Registration in effect until the Stockholders no longer hold any Registrable Securities. Any offer or sale of Registrable Securities pursuant to the Shelf Registration in any underwritten Public Offering shall be deemed to be a Demand Registration subject to the provisions of Section 2.01(a). Section 2.02.          Piggyback Registration. (a)          If the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8, S-4 or F-4, or any successor forms, relating to Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person, or a resale registration statement on Form S-1 or S-3 relating solely to Shares owned by Fresnillo plc pursuant to the Common Stock Purchase Agreement entered into by the Company on or around June 22, 2026), whether or not for sale for its own account, the Company shall give notice at least 2 Business Days prior to the anticipated pricing date of the offering relating to such registration to each Stockholder, which notice shall set forth such Stockholder’s rights under this Section 2.02 and shall offer such Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Stockholder made within 1 Business Day after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company or the Requesting Stockholders, as applicable, and (ii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (b)          If a Piggyback Registration involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(d) shall apply) and the managing underwriter advises the Company that, in its view, the number of Registrable Securities that the Company and such Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i)             first, so much of the Registrable Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; 6 --- (ii)            second, all Registrable Securities of a Person with rights under Section 2.01 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each); and (iii)           third, all Company Securities requested to be included in such registration by any Person who does not have rights pursuant to Section 2.01. Section 2.03.          Lock-Up Agreements. If any registration of Registrable Securities shall be effected in connection with a Public Offering, neither the Company nor any Stockholder who is a director or executive officer of the Company shall effect any public sale or distribution, including any sale pursuant to Rule 144, of Registrable Securities during the period beginning 14 days prior to the anticipated pricing of the offering until 180 days following the pricing of the offering (subject to customary exceptions to be agreed upon with the lead-managing underwriter for the Public Offering). Section 2.04.          Registration Procedures. Whenever Stockholders request that any Registrable Securities be registered pursuant to Sections 2.01 or Sections 2.02, subject to the provisions of such Sections, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request: (a)          The Company shall as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its reasonable best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days, or in the case of a shelf registration statement, one year (or such shorter period in which all of the Registrable Securities of the Stockholders included in such registration statement shall have actually been sold thereunder). 7 --- (b)          Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Stockholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424, Rule 430A, Rule 430B or Rule 430C under the Securities Act and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Stockholder. Each Stockholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Stockholder and the Company shall use its reasonable best efforts to comply with such request; provided, however, that the Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (c)          After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Stockholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Stockholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (d)          The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Stockholder holding such Registrable Securities reasonably (in light of such Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Stockholder to consummate the disposition of the Registrable Securities owned by such Stockholder; provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction. (e)          The Company shall immediately notify each Registering Stockholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Stockholder and file with the SEC any such supplement or amendment. 8 --- (f)          The Electrum Stockholders shall have the right, in their sole discretion, to select an underwriter or underwriters in connection with (i) any Public Offering resulting from the exercise by the Electrum Stockholders of a Demand Registration or (ii) any Public Offering in which the Electrum Stockholders participate as Registering Stockholder pursuant to Section 2.01. Subject to the preceding sentence, Ospraie shall have the right to select an underwriter or underwriters which are reasonably satisfactory to the Company in connection with any Public Offering resulting from the exercise by Ospraie of a Demand Registration. The Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with FINRA. (g)          Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Stockholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 2.04 and any attorney, accountant or other professional retained by any such Stockholder or underwriter (collectively, the “Inspectors”), all financial and other records (including technical information), pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Stockholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Registrable Securities unless and until such information is made generally available to the public. Each Stockholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. (h)          The Company shall furnish to each Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such Registering Stockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Stockholders or the managing underwriter therefor reasonably requests. (i)          The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement or such other document that shall satisfy the provisions of Section 11(a) of the Securities Act and the requirements of Rule 158 thereunder. (j)          The Company may require each Stockholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. 9 --- (k)          Each Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.04(e), such Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.04(e), and, if so directed by the Company, such Stockholder shall deliver to the Company all copies, other than any permanent file copies then in such Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.04(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.04(e) to the date when the Company shall make available to such Stockholder a prospectus supplemented or amended to conform with the requirements of Section 2.04(e). (l)           The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded. (m)         The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities. Section 2.05.          Indemnification by the Company. The Company agrees to indemnify and hold harmless each Stockholder beneficially owning any Registrable Securities covered by a registration statement, its officers, directors, employees, partners and agents, and each Person, if any, who controls such Stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or free writing prospectus (as defined in Rule 405 under the Securities Act), or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Company by such Stockholder or on such Stockholder’s behalf expressly for use therein. The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders provided in this Section 2.05. 10 --- Section 2.06.          Indemnification by Participating Stockholders. Each Stockholder holding Registrable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Stockholder, but only with respect to information furnished in writing by such Stockholder or on such Stockholder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Each such Stockholder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.06. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 2, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Stockholder shall be liable under this Section 2.06 for any Damages in excess of the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder to which such Damages relate. Section 2.07.          Conduct of Indemnification Proceedings. If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 2, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding. 11 --- Section 2.08.          Contribution. If the indemnification provided for in this Article 2 is unavailable to the Indemnified Parties in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages (i) as between the Company and the Stockholders holding Registrable Securities covered by a registration statement on the one hand and the underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and such Stockholders on the one hand and the underwriters on the other, from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and such Stockholders on the one hand and of such underwriters on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations and (ii) as between the Company on the one hand and each such Stockholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such Stockholder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and such Stockholders on the one hand and such underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and such Stockholders bear to the total underwriting discounts and commissions received by such underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and such Stockholders on the one hand and of such underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and such Stockholders or by such underwriters. The relative fault of the Company on the one hand and of each such Stockholder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.08 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.08, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Damages that such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Stockholder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Stockholder were offered to the public (less underwriters’ discounts and commissions) exceeds the amount of any Damages that such Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Stockholder’s obligation to contribute pursuant to this Section 2.08 is several in the proportion that the proceeds of the offering received by such Stockholder bears to the total proceeds of the offering received by all such Stockholders and not joint. 12 --- Section 2.09.          Participation in Public Offering. No Stockholder may participate in any Public Offering hereunder unless such Stockholder (i) agrees to sell such Stockholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights. Section 2.10.          Other Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Company and each Stockholder participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act. Section 2.11.          Cooperation by the Company. If any Stockholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Stockholder and shall provide to such Stockholder such information as such Stockholder shall reasonably request. Section 2.12.          No Transfer of Registration Rights. None of the rights of Stockholders under this Article 2 shall be assignable by any Stockholder to any Person acquiring Company Securities in any Public Offering or pursuant to Rule 144, except (i) a transfer to an Affiliate of an Electrum Stockholder in accordance with Article 4 of the Electrum Stockholders Agreement, (ii) in connection with the transfer of all Common Stock held by the Electrum Stockholders to a third party, or (iii) in connection with the transfer of all Common Stock of the Company held by the Ospraie Stockholder to an Affiliate, provided that such Affiliate agrees in writing to be bound by the terms of this Agreement. ARTICLE 3 General Provisions Section 3.01.          Binding Effect; Assignability; Benefit. (a)          This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Stockholder that ceases to own beneficially any Company Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Sections 2.05, 2.06, 2.07, 2.08 and 2.10 applicable to such Stockholder with respect to any offering of Registrable Securities completed before the date such Stockholder ceased to own any Company Securities and (ii) Sections 3.05, 3.07, 3.08, 3.09 and 3.10). 13 --- (b)          Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. Section 3.02.          Severability. In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be construed by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. Section 3.03.          Entire Agreement. This Agreement and the Electrum Stockholder Agreement, in the case of the Electrum Stockholders, constitute the entire agreement among the parties hereto and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter hereof and thereof. Section 3.04.          Waiver; Amendment; Termination. No provision of this Agreement may be amended, waived or otherwise modified except by an instrument in writing executed by the Company with approval of the Board of Directors and Stockholders holding at least a majority of all Registrable Securities at the time of such proposed amendment or modification; provided, if any amendment, waiver, or other modification disproportionately and adversely affects any Stockholder, the consent of such Stockholder shall also be required. In addition, any party may waive any provision of this Agreement with respect to itself by an instrument in writing executed by the party against whom the waiver is to be effective. Section 3.05.          Counterparts; Effectiveness. This Agreement may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original. Section 3.06.          Notices. Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be given, made or delivered (and shall be deemed to have been duly given, made or delivered upon receipt) by personal hand-delivery, by facsimile transmission, by electronic mail, by mailing the same in a sealed envelope, registered first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing overnight delivery, addressed to the respective parties at the address set forth below: If to the Company, to: Sinda Ltd. Antiguo Camino a Don Diego S/N, Fraccionamiento Mi Bendición, Interior 6, San Miguel Allende, Guanajuato, C.P. 37898, Mexico Attention: Luis Barreto Jaime Cortes Alvarez Email: [\*\*\*] [\*\*\*] 14 --- with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West, New York, NY 10001 Attention: Alejandro Gonzalez Lazzeri Jeremy A. Winter Email: [\*\*\*] [\*\*\*] If to the Electrum Stockholders, to: The Electrum Group LLC 600 Fifth Ave., 24th Floor New York, NY 10020 Attention: Andrew M. Shapiro Email: [***] with a copy to: Baker Botts L.L.P. 30 Rockefeller Plaza New York, NY 10112 Attention: Jonathan Gordon Email: [***] If to Ospraie, to: Ospraie Real Assets Fund LP c/o Ospraie Management, LLC 411 Theodore Fremd Ave., Suite 240 Rye, NY 10580 Attention: Scott Baglio Joseph Maloney Email: [\*\*\*] [\*\*\*] Any Person that becomes a Stockholder shall provide its address and fax number to the Company, which shall promptly provide such information to each other Stockholder. Section 3.07.          Governing Law. This Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, excluding any conflict-of-laws rule or principle (whether of Delaware or any other jurisdiction) that might refer the governance or the construction of this Agreement to the law of another jurisdiction. Section 3.08.          Jurisdiction. Each of the parties (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware. Each Party hereby agrees that, to the fullest extent permitted by law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 3.06 shall be effective service of process for any suit or proceeding in connection with this Agreement. 15 --- Section 3.09.          WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. The Company or any Stockholder may file an original counterpart or a copy of this Section 3.09 with any court as written evidence of the consent of any of the Parties to the waiver of their rights to trial by jury. Section 3.10.          Specific Performance. It is hereby agreed and acknowledged that it will be impossible to measure the money damages that would be suffered if the parties fail to comply with any of the obligations imposed on them by this Agreement and that, in the event of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at law. Each party shall, therefore, be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to seek injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties shall raise the defense that there is an adequate remedy at law. 16 --- IN WITNESS WHEREOF, the parties set forth below have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. - THE COMPANY: - SINDA LTD. - By: /s/ Luis Barreto - Name: Luis Barreto - Title: Chief Financial Officer - THE ELECTRUM STOCKHOLDERS: - ELECTRUM GLOBAL HOLDINGS L.P. - By: TEG Global GP Ltd. - Its: General Partner - By: /s/ Andrew M. Shapiro - Name: Andrew M. Shapiro - Title: Director - ELECTRUM STRATEGIC OPPORTUNITIES FUND II L.P. - By: Electrum Strategic Opportunities Fund II GP L.P. - Its: General Partner - By: ESOF II GP Ltd. - Its: General Partner - By: /s/ Andrew M. Shapiro - Name: Andrew M. Shapiro - Title: Director --- --- ## EXHIBIT 10.19 SEC source: [ny20077487x1_ex10-19.htm](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex10-19.htm) --- Exhibit 10.19 INVESTOR RIGHTS AGREEMENT SINDA, LTD. and FRESNILLO PLC --- July 27, 2026 --- --- TABLE OF CONTENTS **Article 1** **INTERPRETATION** | | | | | --- | --- | --- | | 1.1 | Defined Terms | 1 | | 1.2 | Rules of Construction | 5 | | Article 2 | | | | PARTICIPATION RIGHT | | | | 2.1 | Notice of Issuances | 6 | | 2.2 | Grant of Participation Right | 6 | | 2.3 | Top-up Offering | 7 | | 2.4 | Exercise Notice | 8 | | 2.5 | Issuance of Offered Securities and Top-up Shares | 8 | | 2.6 | Blackout Periods | 9 | | 2.7 | Issuances Not Subject to Participation Right or Top-up Right | 9 | | Article 3 | | | | REPRESENTATIONS AND WARRANTIES | | | | 3.1 | Representations and Warranties of the Company | 10 | | 3.2 | Representations and Warranties of the Investor | 11 | | Article 4 | | | | COVENANTS | | | | 4.1 | Reporting Issuer Status and Listing of Shares of Common Stock | 12 | | 4.2 | No Conflict With Shareholders’ Rights Plan | 12 | | 4.3 | Registration Rights; Shelf Registration Statement | 12 | | 4.4 | Standstill | 14 | | 4.5 | Compliance with Mexican Antitrust Laws. | 15 | | Article 5 | | | | MISCELLANEOUS | | | | 5.1 | Termination | 16 | | 5.2 | Determining Ownership Percentage | 16 | | 5.3 | Notices | 16 | | 5.4 | Amendments and Waivers | 17 | | 5.5 | Assignment | 17 | | 5.6 | Successors and Assigns | 17 | | 5.7 | Expenses | 17 | | 5.8 | Public Disclosure | 18 | | 5.9 | Further Assurances | 18 | | 5.10 | Entire Agreement | 18 | | 5.11 | Governing Law and Waiver of Trial by Jury | 19 | | 5.12 | Severability | 19 | | 5.13 | Right to Injunctive Relief | 19 | | 5.14 | Counterparts | 19 | i --- INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of July 27, 2026, between Sinda Ltd., a Delaware corporation (the “Company”), and Fresnillo plc (the “Investor”). WHEREAS the Company and the Investor entered into a common stock purchase agreement, dated June , 2026 (the “Stock Purchase Agreement”), pursuant to which the Investor agreed to purchase, and the Company agreed to sell to the Investor, a number of shares (collectively, the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company such that after giving effect to the IPO (as defined in the Stock Purchase Agreement) (including any exercise of the underwriters’ over-allotment option thereunder), the Investor would beneficially own up to 5.0% of the Company’s outstanding common stock, subject to the terms thereof; AND WHEREAS immediately following the acquisition of the Shares pursuant to the Stock Purchase Agreement and consummation of the IPO (as defined in the Stock Purchase Agreement), the Investor will own shares of Common Stock representing up to approximately 5.0% of the issued and outstanding shares of Common Stock; AND WHEREAS, upon consummation of the IPO, all of the Shares purchased by the Investor and offered in the IPO will be fungible with each other, will be registered under the Exchange Act and will be listed on the Exchange; AND WHEREAS in consideration for the Investor’s agreement to complete the transactions contemplated in the Stock Purchase Agreement, the Company has agreed to grant certain rights set out herein to the Investor, on the terms and subject to the conditions set out herein; NOW THEREFORE, in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows: ARTICLE 1 INTERPRETATION 1.1         Defined Terms For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings: “Agreement” shall have the meaning set in the preamble hereto. “Affiliate” means, with respect to any person, any other person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such first person (the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise). --- “Antitrust Laws” shallmean the Mexican Federal Antitrust Law (Ley Federal de Competencia Económica) and all other antitrust, competition or trade regulation Applicable Laws issued by any Governmental Authority that are otherwise designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade or harm to competition. “Applicable Laws” means with respect to any person, any domestic, foreign, federal, provincial, state, county or municipal or local law, rule or regulation, including any statute, regulation, rule or subordinate legislation or treaty or common law and any rule, decree, policy or enactment of any Governmental Authority that is binding or applicable to such person. “ATM Program” means an at-the-market or similar continuous offering mechanism through which the Company may, from time to time, issue and sell equity securities directly into the public markets at prevailing market prices, without a predetermined offering size or timing. “Board” means the board of directors of the Company. “Bought Deal” means: (a) a fully underwritten offering pursuant to which an underwriter has committed to purchase securities of the Company pursuant to a “bought deal” letter prior to the filing of a preliminary prospectus or prospectus supplement, as the case may be; or (b) a distribution pursuant to an overnight marketed offering. “Business Day” means any day, other than: (a) a Saturday, Sunday or statutory holiday in the State of New York; or (b) a day on which banks are generally closed in the State of New York. “Common Stock” shall have the meaning set out in the recitals hereto. “Company” shall have the meaning set out in the preamble hereto. “Confidentiality Agreement” means the confidentiality and non-disclosure agreement, dated as of June 9, 2026, between the Company and the Investor, as amended, modified or supplemented from time to time. “Consents” means all consents, approvals, permits, licenses, waivers of rights of first refusal or waivers of due on sale clauses or other waivers, as applicable, from any party to any contract or any Governmental Authority, in each case, necessary in connection with the execution of this Agreement or the performance of any terms hereof or any document delivered pursuant hereto or the completion of any of the transactions contemplated by this Agreement. “Convertible Securities” means any security convertible, exchangeable or exercisable for or into, with or without consideration, shares of Common Stock or other equity or voting securities of the Company, including any warrants, options or other rights issued by the Company and including any securities issued under any equity incentive compensation arrangements of the Company. “Dilutive Issuance” shall have the meaning set out in Section 2.3(a)(i). “EDGAR” refers to the Electronic Data Gathering, Analysis and Retrieval system operated by the U.S. Securities and Exchange Commission. “Exchange” means the NYSE or such other stock exchange where the shares of Common Stock are listed from time to time. 2 --- “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. “Excluded Event” shall have the meaning set out in Section 2.7. “Exercise Notice” shall have the meaning set out in Section 2.4(a). “Extraordinary Transaction” shall have the meaning set out in Section 4.4(a)(ii). “Governmental Authority” means any: (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board, or authority of any of the foregoing; or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including the SEC and any stock exchange or self-regulatory authority. “Investor” shall have the meaning set out in the preamble hereto. “Issuance” shall have the meaning set out in Section 2.1. “Market Price” means: (a) if the NYSE is the stock exchange on which the greatest volume of shares of Common Stock regularly trades, the lowest price that satisfies the definition of “Minimum Price” in Rule 312.03 of the NYSE Listed Company Manual; or (b) if the stock exchange on which the greatest volume of shares of Common Stock regularly trades is not the NYSE, the closing trading price of the shares of Common Stock on such stock exchange. “Notice Period” shall have the meaning set out in Section 2.4(a). “NYSE” means the New York Stock Exchange or any successor thereto. “Offered Securities” means any equity or voting securities of the Company or Convertible Securities. “Offering” shall have the meaning set out in Section 2.1. “Offering Notice” shall have the meaning set out in Section 2.1. “Organizational Documents” means, with respect to any person, its articles or certificate of incorporation, amendment, amalgamation or continuance, memorandum and articles of association, notice of articles, letters patent, supplementary letters patent, by-laws, or articles, partnership agreement, limited liability corporation or social agreement or other similar document, and all unanimous shareholder agreements, other shareholder agreements, voting trusts, pooling and/or syndicated agreements and similar contracts, arrangements and understandings applicable to the person’s securities, all as amended, supplemented, restated and replaced from time to time. “Ownership Percentage” means, at any time, the Investor’s percentage ownership interest in the equity capital of the Company, which shall be calculated: (1) for so long as the Company is subject to the reporting requirements of the Exchange Act, in accordance with Rule 13d-3 under the Exchange Act; and (2) at any time during which (1) does not apply, by dividing (y) the number of shares of Common Stock held, directly or indirectly, by the Investor and its Affiliates, by (z) the total number of shares of Common Stock issued and outstanding at such time; provided that in the case of both (y) and (z), the number of shares of Common Stock used in the calculation will assume the exercise and/or conversion of any Convertible Securities held by the Investor and its Affiliates at such time (regardless of the exercise or conversion price or whether any conditions precedent to such exercise or conversion have been satisfied); provided further that, in the case of both (1) and (2), the calculation shall be subject to any adjustments required pursuant to Section 5.2. 3 --- “Participation Right” shall have the meaning set out in Section 2.2(a). “person” means and includes any individual, company, limited partnership, general partnership, joint stock company, limited liability company, joint venture, association, company, trust, bank, trust company, pension fund, business trust or other organization, whether or not a legal entity and any Governmental Authority. “Registrable Securities” means the (a) the Shares and (b) any securities issued or issuable with respect to the Shares by way of distribution or in connection with any reorganization or other recapitalization, merger, consolidation or otherwise; provided, however, that a Registrable Security owned by the Investor shall cease to be a Registrable Security when (i) such share has been disposed of pursuant to an effective Registration Statement, (ii) such share has been disposed of under Rule 144 or any other exemption from the registration requirements of the Securities Act as a result of which the transferee thereof does not receive “restricted securities” as defined in Rule 144, (iii) such shares are freely tradeable by the Investor without volume or other limitations or requirements under Rule 144 or (iv) such shares have ceased to be outstanding. “Registration Expenses” means all expenses incurred by the Company in complying with Section 4.3, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the Financial Industry Regulatory Authority, Inc., and fees of transfer agents and registrars, but excluding any Selling Expenses. “Representatives” means, in respect of any person, the directors, officers, employees consultants and professional advisors of such person. “Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect as such rule. “SEC” means the United States Securities and Exchange Commission and any successor agency. “Securities Act” means the United States Securities Act of 1933, as amended. “Securities Laws” means the applicable federal securities legislation of the United States, and all published rules and regulations thereto, as the same may hereafter be amended from time to time or replaced. “Selling Expenses” means all (a) fees, discounts and selling commissions allocable to the sale of Registrable Securities, (b) transfer taxes allocable to the sale of the Registrable Securities and (c) fees and expenses of counsel to the Investor. “Shares” shall have the meaning set in the recitals hereto. “Shelf Registration Statement” shall have the meaning set out in Section 4.3(a). 4 --- “Stock Purchase Agreement” shall have the meaning set in the recitals hereto. “Suspension Period” shall have the meaning set out in Section 4.3(c). “Third Party Participation Right” shall have the meaning set out in Section 3.1(f). “Top-up Notice” shall have the meaning set out in Section 2.3(b). “Top-up Offering” shall have the meaning set out in Section 2.3(c). “Top-up Right” shall have the meaning set out in Section 2.3(a)(i). “Top-up Shares” shall have the meaning set out in Section 2.3(a)(i). “Top-up Threshold” shall have the meaning set out in Section 2.3(a)(ii). “Transaction Documents” shall have the meaning set out in Section 5.10. “United States” means the United States of America. “Upsize Notice” shall have the meaning set out in Section 2.4(b). “Upsize Option” shall have the meaning set out in Section 2.4(b). 1.2          Rules of Construction Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement: (a) the terms “Agreement,” “this Agreement,” “the Agreement,” “hereto,” “hereof,” “herein,” “hereby,” “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof; (b) references to an “Article” or “Section” followed by a number or letter refer to the specified Article or Section to this Agreement; (c) the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders; (e) the word “including” is deemed to mean “including without limitation”; (f) the terms “party” and “the parties” refer to a party or the parties to this Agreement; (g) any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time; 5 --- (h) any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder; (i) all dollar amounts refer to U.S. dollars unless otherwise specified; (j) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and (k) whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day. ARTICLE 2 PARTICIPATION RIGHT 2.1         Notice of Issuances If the Company proposes to issue (an “Issuance”) any Offered Securities pursuant to a public offering for cash or a private placement for cash, other than any ATM Program (each, an “Offering”), at any time after the closing date of the IPO, the Company shall, as soon as practicable after the public announcement of the Offering, but in any event not later than the earlier of: (a) the date on which the Company files a preliminary prospectus, registration statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securities; and (b) five Business Days prior to the expected completion date of the Issuance in connection with an Issuance that does not constitute a public offering of Offered Securities, in each case, give written notice of the Issuance to the Investor, which notice shall include the material terms of the Offering, including the number of Offered Securities, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering, a detailed summary of the expected use of proceeds of the Offering and the expected closing date of the Offering (the “Offering Notice”). The Offering Notice shall also include copies of any investor presentation, prospectus, registration statement or offering memorandum or similar disclosure document, subscription agreement and other materials delivered by the Company (or by any agent or investment dealer acting on behalf of the Company) to potential purchasers under the Offering. 2.2         Grant of Participation Right (a)         The Company agrees that the Investor (directly or through an Affiliate) has the right (the “Participation Right”), following the closing date of the IPO, to subscribe for and to be issued as part of an Offering, subject to Section 2.2(b), at the subscription price per Offered Security pursuant to the Offering and otherwise on substantially similar terms and conditions (other than price) as set out in the Stock Purchase Agreement as they relate to closing conditions, closing mechanics and scope of the representations and warranties of the Company set out therein: (i)          in the case of an Offering of shares of Common Stock, up to such number of shares of Common Stock that will allow the Investor to maintain or acquire, as applicable, up to the greater of: (y) an Ownership Percentage that is the same as the Ownership Percentage that the Investor had immediately prior to completion of such Offering; and (z) an Ownership Percentage equal to 5.0%, in each case after giving effect to the Offering; and 6 --- (ii)          in the case of an Offering of Offered Securities (other than shares of Common Stock), up to such number of Offered Securities that will (after giving effect to such Offering and assuming, for all purposes of this Section 2.2(a)(ii), the conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 2.2) allow the Investor to maintain or acquire, as applicable, up to the greater of: (y) an Ownership Percentage that is the same as the Ownership Percentage that the Investor had immediately prior to completion of such Offering; or (z) an Ownership Percentage equal to 5.0%, in each case after giving effect to the Offering; provided that, if the Investor is prohibited by Securities Laws or other Applicable Laws or the rules of any applicable stock exchange from participating on the foregoing terms and conditions, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit. (b)         [Reserved]. (c) Notwithstanding Section 2.2(a), if the Investor is permitted to participate in an Offering that is registered pursuant to a registration statement or prospectus under applicable Securities Laws, the Investor shall only be entitled to participate in such Offering on the terms of such Offering and not on substantially similar terms and conditions as those set out in the Stock Purchase Agreement. 2.3         Top-up Offering (a)          Without limiting Section 2.2, the Company agrees that, subject to the terms of this Section 2.3, following the closing date of the IPO: (i)           in connection with the issuance of shares of Common Stock on the conversion, exercise or exchange of Convertible Securities or pursuant to any other contract, agreement or understanding that provides for the issuance of shares of Common Stock (e.g., as consideration for acquisitions or the payment of professional fees, pursuant to an ATM Program, etc.), other than an Issuance of Offered Securities in connection with an Offering pursuant to which the Investor is able to participate pursuant to Section 2.2 (a “Dilutive Issuance”), the Investor (directly or through an Affiliate) shall have the right (the “Top-up Right”) to subscribe for and be issued up to such number of shares of Common Stock that will allow the Investor to maintain or acquire, as applicable, up to the greater of: (A) an Ownership Percentage that is the same as the Ownership Percentage that the Investor would have had but for the Dilutive Issuance referenced in the Top-up Notice; and (B) an Ownership Percentage equal to 5.0%, in each case after giving effect to such Dilutive Issuance (the “Top-up Shares”); and (ii)        the Top-up Right shall be exercisable from time to time following Dilutive Issuances that result in the reduction of the Investor’s Ownership Percentage by at least 1.0%, in the aggregate (the “Top-up Threshold”), which shall be calculated by aggregating all Dilutive Issuances that occurred in each case from the later of (A) the closing date of the IPO and (B) the date of the last Top-up Notice. (b)         Subject to Section 2.3(d), within 10 Business Days of the filing by the Company of its quarterly report with respect to the end of each fiscal quarter during which one or more Dilutive Issuances occurred resulting in the Top-up Threshold being achieved, the Company shall deliver a written notice (a “Top-up Notice”) to the Investor containing the number of shares of Common Stock issued pursuant to any the Dilutive Issuances and the total number of issued and outstanding shares of Common Stock following such Dilutive Issuances, in each case from the later of: (i) the closing date of the IPO; and (ii) the date of the last Top-up Notice. 7 --- (c)         If the Investor delivers an Exercise Notice in accordance with Section 2.4, the Company shall, subject to Section 2.5 and in accordance with the provisions of this Article 2, promptly and in any event within 30 days of the date on which the relevant Top-up Notice was delivered, complete an offering to the Investor of the number of Top-up Shares the Investor wishes to subscribe for pursuant to the Top-up Right, as specified in the Exercise Notice, at an offering price per Top-up Share equal to the Market Price of the shares of Common Stock on the date on which the Investor delivers such Exercise Notice in respect of the Top-up Right (each, a “Top-up Offering”) and otherwise on substantially the terms and conditions satisfactory to the Investor, acting reasonably. Each Top-up Offering shall be an offering of shares of Common Stock and shall be subject to applicable Securities Laws, including any required approvals or restrictions on transfer set forth therein. (d)       Notwithstanding Section 2.3(a), 2.3(b) or 2.3(c), if a Top-up Threshold is achieved in, or is determined by the Company, acting reasonably, to be likely to occur, prior to the end of a fiscal quarter prior to setting the record date for any meeting of shareholders, the Company shall deliver a Top-up Notice to the Investor and, if the Investor delivers an Exercise Notice in accordance with Section 2.4 in response to a Top-up Notice delivered pursuant to this Section 2.3(d), the Company shall, subject to Section 2.5 and in accordance with the provisions of this Article 2, promptly, and in any event prior to declaring the record date for such shareholder meeting, complete a Top-up Offering to the Investor. 2.4         Exercise Notice (a)          If the Investor wishes to exercise the Participation Right or the Top-up Right, the Investor shall give written notice to the Company (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-up Shares the Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The Investor shall deliver an Exercise Notice to subscribe to the Offering or issuance of Top-up Shares, within five Business Days after the date of receipt of an Offering Notice or within 30 days of receipt of a Top-up Notice, as applicable, or in the case of a public offering, within three Business Days of receipt of an Offering Notice, or in the case of a public offering that is a Bought Deal, within two Business Days of receipt of an Offering Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or the Top-up Right in respect of such Offering, Issuance or issuance of Top-up Shares. (b)         If the Company at any time proposes to increase the number of any Offered Securities to be issued in an Offering in which the Investor has elected to exercise its Participation Right, it shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for additional Offered Securities up to the same pro rata share in the additional Offered Securities as the Investor’s participation in the underlying Offering (the “Upsize Option”). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor to the Company within one Business Day of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect. 2.5         Issuance of Offered Securities and Top-up Shares (a)         If the Company receives an Exercise Notice from the Investor within the Notice Period or the period set out in Section 2.4(b), then the Company shall, subject to: 8 --- (i)           the receipt and continued effectiveness of all required approvals (including the approval(s) of the Exchange and any required approvals under Securities Laws), which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause management and each member of the Board to vote their shares of Common Stock and any shares of the Company entitled to vote in the matter and all votes received by proxy in favor of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor); and (ii)           the completion of the relevant Offering, if applicable, issue to the Investor or its nominee, against payment of the subscription price payable in respect thereof, that number of Offered Securities or Top-up Shares, as applicable, set out in the Exercise Notice. (b)         The Company and Investor shall use commercially reasonable efforts to structure any issuance of Offered Securities or Top-up Shares to the Investor within available exemptions from the shareholder approval requirements under the Exchange or otherwise under Applicable Laws. If the Company is required by an Exchange or otherwise under Applicable Laws to seek shareholder approval for the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor or its nominee in connection with an Offering, then the Company shall, in its sole discretion, either: (i) terminate the Offering in its entirety (and for certainty, not just the issuance of Offered Securities to the Investor); or (ii) (A) call and hold a meeting of its shareholders to consider the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor as soon as reasonably practicable, and in any event such meeting shall be held within 75 days after the date that the Company is first advised by the Exchange or other applicable Governmental Authority that it will require shareholder approval; and (B) in connection with such meeting, recommend approval of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor and solicit proxies in support thereof. 2.6         Blackout Periods In relation to any exercise periods for the Investor to elect to exercise the Top-up Right to acquire the Top-up Shares, to the extent that the Investor is restricted from trading in securities of the Company under Securities Laws or other Applicable Laws, the relevant exercise period shall be extended until the fifth Business Day following the termination of such restriction. 2.7         Issuances Not Subject to Participation Right or Top-up Right Notwithstanding anything to the contrary contained herein, Sections 2.1 to 2.5 will not apply to any Issuances in the following circumstances (each such Issuance pursuant to paragraphs (a) through (e) of this Section 2.7 being referred to as an “Excluded Event”): (a)          a rights offering that is made to (and the rights thereunder are exercisable by) all shareholders of the Company including the Investor; (b)         any share split, share dividend or capital reorganization of the Company or any subsidiary; provided that the beneficial shareholders of the Company or such subsidiary, as applicable, and the percentage ownership interest of each beneficial shareholder of the Company or such subsidiary, as applicable, do not change as a result thereof; (c)          an Offering of Offered Securities made only to the Investor or any of its Affiliates; (d)        Issuances completed on or following the closing date of the IPO: (i) under any security-based compensation plan or other incentive compensation plan of the Company in the ordinary course of business that complies with the requirements of the Exchange; or (ii) under any employment agreement with a director, officer or employee of the Company or an Affiliate thereof in connection with the services of such director, officer or employee of the Company or Affiliate thereof in the ordinary course of business; 9 --- (e)        Issuances upon the conversion, exchange or exercise of any Convertible Securities issued following the closing date of the IPO in compliance with Sections 2.2 or 2.3, as applicable; and (f)          Issuances in connection with a direct or indirect acquisition by the Company of another person or persons. ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1         Representations and Warranties of the Company The Company represents and warrants to the Investor as follows and acknowledges and agrees that the Investor is relying on such representations and warranties to enter into this Agreement: (a)          the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b)          the Company has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (c)        all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (d)        this Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the Investor) constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (e)         the execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder will not (whether after the passage of time or notice or both) conflict with, result in a violation or breach of, constitute a default or require any Consent (other than such as has already been obtained) to be obtained under, or give rise to any termination rights or payment obligation under, any provision of: (i)         to the knowledge of the Company, (A) any judgment, decree, order or award of any Governmental Authority having jurisdiction over it, or (B) any Applicable Law; (ii)           any provision of its Organizational Documents or resolutions of the Board (or any committee thereof) or shareholders; or (iii)         any license or registration or any agreement, contract or commitment, written or oral which the Company is a party or subject to or bound by; and 10 --- (f)          as at the date of this Agreement, the Company has not granted to any person any participation right or other right to purchase any of the shares of Common Stock or Convertible Securities of the Company, other than in connection with Issuances that would be covered by an Excluded Event disclosed in the registration statement on Form S-1 of the Company filed in connection with its initial public offering of Common Stock (a “Third Party Participation Right”). 3.2          Representations and Warranties of the Investor The Investor represents and warrants to the Company as follows and acknowledges and agrees that the Company is relying on such representations and warranties to enter into this Agreement: (a)          the Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (to the extent the concept of good standing is applicable in the relevant jurisdiction); (b)          the Investor has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (c)       all necessary corporate action has been taken by the Investor to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (d)          the Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the SEC under the Securities Act, as presently in effect. The Investor is a sophisticated institutional investor with sufficient knowledge and experience in investing in private placement equity transactions to properly evaluate the risks and merits of its purchase of any Offered Securities. The Investor has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the any Offered Securities and participation in the transactions contemplated by this Agreement (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to the Investor, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under the Investor’s charter, bylaws or other constituent document or under any law, rule, regulation, agreement or other obligation by which the Investor is bound and (v) are a fit, proper and suitable investment for the Investor, notwithstanding the substantial risks inherent in investing in or holding the Shares. Furthermore, the Investor is an “Institutional Account” as defined in FINRA Rule 4512(c); (e)        this Agreement has been duly executed and delivered by the Investor and (assuming due execution and delivery by the Company) constitutes a legal, valid and binding obligation of the Investor, enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; and (f)          the execution and delivery of this Agreement by the Investor and the performance by the Investor of its obligations hereunder will not (whether after the passage of time or notice or both) conflict with, result in a violation or breach of, constitute a default or require any Consents (other than such as has already been obtained) to be obtained under, or give rise to any termination rights or payment obligation under, any provision of: (i)          to the knowledge of the Investor, (A) any judgment, decree, order or award of any Governmental Authority having jurisdiction over it, or (B) any Applicable Law; (ii)       any provision of its Organizational Documents or resolutions of its board of directors (or any committee thereof) or shareholders; or 11 --- (iii)          any material license or registration or any material agreement, contract or commitment, written or oral which the Investor is a party or subject to or bound by. ARTICLE 4 COVENANTS 4.1          Reporting Issuer Status and Listing of Shares of Common Stock The Company shall, during the term of this Agreement, use commercially reasonable efforts to: (a)          maintain the Company’s status as a “reporting issuer” not in default under the Securities Laws in the United States; and (b)          maintain the listing of the shares of Common Stock on the New York Stock Exchange, provided that these covenants shall not restrict or prevent the Company from engaging in or completing any transaction which would result in the Company ceasing to be a “reporting issuer” or the shares of Common Stock ceasing to be listed on any of the foregoing exchanges so long as the holders of shares of Common Stock receive cash or securities of an entity which is listed on any of the foregoing exchanges or the holders of the shares of Common Stock have approved the transaction. 4.2          No Conflict With Shareholders’ Rights Plan The Company covenants and agrees with the Investor that any shareholder rights plan, policy or similar instrument adopted by the Company shall not restrict, limit, prohibit or conflict with the exercise by the Investor of its Participation Right or its Top-up Right. 4.3          Registration Rights; Shelf Registration Statement (a)        The Company shall, as promptly as practicable following the Closing (as defined in the Share Purchase Agreement) and subject to Section 4.3(d) below, use commercially reasonable efforts to (i) file a “shelf” registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time as permitted by Rule 415 under the Securities Act (or any similar provision adopted by the SEC then in effect) or (ii) have available and on file with the SEC an existing “shelf” registration statement filed with the SEC that would permit the resale of the Registrable Securities as contemplated by the foregoing clause (i) (in each case, the “Shelf Registration Statement”) and, as promptly as practicable thereafter, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act (or if the Company qualifies to do so, it shall file an automatic Shelf Registration Statement in response to any such request). As soon as practicable (but in any event within two Business Days) after the effective date of the Shelf Registration Statement that is not an automatic Shelf Registration Statement, the Company shall notify the Investor of the effectiveness of such Shelf Registration Statement. (b)        The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, and to be supplemented and amended as promptly as practicable to the extent necessary to ensure that the Shelf Registration Statement is available or, if not available, that another registration statement is available (which registration statement shall also be referred to herein as the Shelf Registration Statement), for the resale of all the Registrable Securities held by the Investor until such time as this Agreement is terminated pursuant to Section 5.1, provided that the Company’s obligations under Section 4.3(a), (b) and (c) shall be paused when all of the Registrable Securities then held by the Investor have ceased to be Registrable Securities. 12 --- (c)        In connection with its obligations under this Section 4.3, the Company use commercially reasonable efforts to cause all Registrable Securities covered by the Shelf Registration Statement to be listed on the principal securities exchange on which the Common Stock is then listed take all other reasonably necessary action to facilitate and effect the transactions contemplated by this Section 4.3 and the resale of the Registrable Securities by the Investor pursuant to the Shelf Registration Statement, it being understood and agreed that in the event the Investor elects to dispose of its Registrable Securities pursuant to an underwritten offering, then the Company and the Investor shall negotiate in good faith on mutually agreeable terms and conditions of such underwritten offering, including offering size, timing and scope of cooperation. (d)         Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing notice to the Investor, to require the Investor to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement for a reasonable period of time not to exceed 60 days in succession or 120 days in the aggregate in any 12 month period (a “Suspension Period”) if the Board determines in good faith and in its reasonable judgment that it is required to disclose in the Shelf Registration Statement a financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting the Company or its securities, and that the disclosure of such information at such time would be detrimental to the Company or the holders of its equity interests. Immediately upon receipt of such notice, the Investor shall suspend the use of the prospectus until the requisite changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from the Investor, the Company shall as promptly as practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e)        The Company shall have no obligation to include Registrable Securities of the Investor in any Shelf Registration Statement if the Investor has failed to timely furnish such information as the Company may, from time to time, reasonably request in writing regarding the Investor and the distribution of such Registrable Securities that the Company determines is reasonably required in order for any Shelf Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.  (f)          The Company shall be responsible for all Registration Expenses incident to its performance of or compliance with its obligations under this Section 4.3. The Investor shall pay its pro rata share of the Selling Expenses in connection with any sale of its Registrable Securities hereunder. (g)         The Investor understands and agrees that, notwithstanding anything in this Agreement to the contrary, the Investor shall not transfer any securities of the Company pursuant to the Shelf Registration Statement in violation of its obligations under the Lock-up Agreement (as defined in the Stock Purchase Agreement). 13 --- 4.4          Standstill (a)          The Investor agrees that, during the period commencing on closing date of the IPO and ending on the second anniversary of the closing date of the IPO, the Investor shall not, and shall cause each of its Affiliates not to, directly or indirectly, in any manner, alone or in concert with others take any of the following actions without the prior consent of the Company: (i)           acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, any Common Stock of the Company, provided that the Investor may acquire, offer or propose to acquire, or agree to acquire up to such number of shares of Common Stock that will allow the Investor to maintain or acquire an Ownership Percentage not exceeding 9.99% and provided further that nothing in this Section 4.4 limits or restricts the Investor from exercising the Participation Right and Top-up Right contemplated by this Agreement; (ii)          effect or seek to effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme of arrangement, business combination, recapitalization, reorganization, sale or acquisition of all or substantially all assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not preclude the tender by the Purchaser or the Purchaser Affiliates of any securities of the Company into any third party tender offer or exchange offer, any non-public discussions with the Company’s directors, officers and consultants in relation to the foregoing including submission of any plan or proposal regarding the foregoing to the Company or the vote by the Investor or its Affiliates of any voting securities of the Company with respect to any Extraordinary Transaction; (iii)        take any action in support of or make any proposal or request that constitutes: (A) controlling or changing the Board or management of the Company, (B) any material change in the capitalization or dividend policy of the Company, (C) any other material change in the Company’s management, business or corporate structure, or (D) seeking to have the Company waive or make amendments or modifications to its organizational documents, or other actions that may impede or facilitate the acquisition of control of the Company by any person other than any non-public discussions with the Company’s directors, officers and consultants in relation to the foregoing, including submission of a plan or proposal regarding any of the foregoing to the Company; (iv)         make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any securities of the Company for the election of individuals to the Board or to approve any proposals submitted to a vote of the stockholders of the Company that have not been authorized and approved, or recommended for approval, by the Board, or become a “participant” in any contested “solicitation” (as such terms are defined or used under the Exchange Act) for the election of directors with respect to the Company, other than a “solicitation” or acting as a “participant” in support of all of the nominees of the Board at any stockholder meeting, or make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 promulgated under the Exchange Act or otherwise); (v)          form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act) with any persons who are not Purchaser Affiliates or directors, officers or employees of the Company with respect to any Common Stock of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any Common Stock of the Company or any securities convertible or exchangeable into or exercisable for any such Common Stock in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as otherwise may be required by applicable law; 14 --- (vi)         make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement, except as otherwise may be required by applicable law; or (vii)       enter into any discussions, negotiations, agreements or understandings with any third party with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any third party to take any action or make any statement with respect to any of the foregoing. 4.5          Compliance with Mexican Antitrust Laws. (a)          The parties hereto agree to exercise their rights hereunder in a manner that complies with Antitrust Laws. (b)         Notwithstanding anything to the contrary contained in this Agreement (including any schedule, exhibit, annex, or side letter hereto), the parties acknowledge and agree that in no event shall any of the rights, privileges, protections, or remedies granted to, or exercisable by, the Investor (or any of its Affiliates) under or pursuant to this Agreement (collectively, the “Investor Rights”) be interpreted, construed, or applied in a manner that would, directly or indirectly, confer upon or be deemed to confer upon the Investor (or any of its Affiliates) any of the following powers, faculties, or entitlements with respect to the Company or any of its subsidiaries: (i)           the power or authority, whether directly or indirectly, to designate, appoint, nominate, elect or remove (or to cause or direct the designation, appointment, nomination, election or removal of) any member of the board of directors (consejo de administración), officer (directivo), or manager (gerente) of the Company or any of its subsidiaries; (ii)         the power or authority, whether directly or indirectly, to impose, direct or determine (or to cause or direct the imposition, direction or determination of) decisions at general shareholders’ meetings (asambleas generales de accionistas), partners’ meetings (asambleas de socios) or any equivalent governing body of the Company or any of its subsidiaries; (iii)          the right, whether directly or indirectly, to maintain ownership of, or to exercise or control the exercise of, voting rights with respect to ten percent (10%) or more of the equity capital of the Company or any of its subsidiaries; or (iv)          the power or authority, whether directly or indirectly, to direct or influence (or to cause the direction of or influence over) the management, operations, strategy, or principal policies of the Company or any of its subsidiaries, whether through ownership of securities, by contract, or by any other means. 15 --- ARTICLE 5 MISCELLANEOUS 5.1          Termination This Agreement, other than the rights and obligations of the parties under Section 5.8, shall terminate and the rights and obligations of the parties hereunder shall cease immediately and irrevocably at such time as the Investor’s Ownership Percentage is less than 1.0%. 5.2          Determining Ownership Percentage For the purposes of Section 5.1, in determining whether the Investor’s Ownership Percentage is less than 1.0%: (a)         any increase in the outstanding shares of Common Stock of the Company arising from an Excluded Event, which, by increasing the number of shares of Common Stock outstanding, reduces the percentage of outstanding shares of Common Stock owned, directly or indirectly, by the Investor, shall be disregarded, and the Investor shall be deemed to own the percentage of shares of Common Stock it would have held at such time if all such Excluded Events had not occurred; and (b)          any shares of Common Stock issued as a result of a Dilutive Issuance shall be disregarded and the Investor shall be deemed to own the percentage of shares of Common Stock it would have held at such time if such Dilutive Issuance had not occurred, unless and until the Company has delivered to the Investor a Top-up Notice in respect of such Dilutive Issuance and the Investor fails to exercise the Top-up Right within the applicable Notice Period, in which case, the shares of Common Stock issued in connection with such Dilutive Issuance shall be counted. 5.3          Notices (a)         Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows: (i)            in the case of the Investor: Calz Legaria 549, Miguel Hidalgo, Mexico City, 11250, Mexico Attention: Marcelo Ramos and Gustavo Alarcón Email: [***] with a copy (which shall not constitute notice) to: Davis Polk & Wardwell LLP 450 Lexington Ave, New York, NY 10017, United States Attention: Maurice Blanco Email: [***] (ii)          in the case of the Company: Sinda Ltd. Antiguo Camino a Don Diego S/N, Fraccionamiento Mi Bendición, Interior 6, San Miguel de Allende, Guanajuato, Mexico 37898 Attention: Luis Barreto and Jaime Cortes Email: [***] 16 --- with a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York, 10001 Attention: Alejandro Gonzalez Lazzeri Jeremy Winter Email: [***] (b)        Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. (Toronto time) at the place of receipt, then on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labor dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid. (c)          Either party may at any time change its address for service from time to time by giving notice to the other party in accordance with this Section 5.3. 5.4          Amendments and Waivers No amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. 5.5          Assignment No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other party. Notwithstanding the foregoing, the Investor may assign and transfer all of its rights, benefits, duties and obligations under this Agreement in their entirety, without the consent of the Company, to an Affiliate of the Investor; provided that the Investor unconditionally and irrevocably guarantees the obligations of any such assignee under this Agreement, and any such assignee shall, prior to any such transfer, agree to be bound by all of the covenants of the Investor contained herein and comply with the provisions of this Agreement, and shall deliver to the Company a duly executed undertaking to such effect in form and substance satisfactory to the Company, acting reasonably. 5.6          Successors and Assigns This Agreement shall inure to the benefit of and shall be binding on and enforceable by and against the parties and their respective successors and permitted assigns. 5.7          Expenses Except as otherwise expressly provided in this Agreement, each party will pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors. 17 --- 5.8          Public Disclosure (a)        Subject to Sections 5.8(b) and 5.8(c), the Company, its Affiliates and each of their respective Representatives shall not, and the Company shall cause its Affiliates and each of their respective Representatives to not make any public disclosure or statement with respect to the Investor (which shall include the name of, logo of, or any other reference in any way to, the Investor or any of its Affiliates), without the prior written consent of the Investor. For certainty, “public disclosure” shall include press releases, corporate presentations, conference materials, social media postings or other content produced by or on behalf of the Company or any of its Affiliates that is widely distributed or made available on any website, social media or other platform maintained or controlled by or on behalf of the Company or any of its Affiliates. (b)         Each of the Company and the Investor hereby consents to the other filing a copy of this Agreement on EDGAR. The party wishing to make such disclosure shall provide the other party with a reasonable opportunity to review and propose redactions to this Agreement prior to any public filing, and the disclosing party shall accept any redactions proposed by the other party, to the extent permitted by Applicable Law; provided that if the other party does not respond to a request for redactions within two Business Days, the disclosing party shall be entitled to make such disclosure without the input of the other party. Once this Agreement has been filed pursuant to Applicable Law, the disclosing party shall be permitted to disclose factual descriptions of the terms of this Agreement in its continuous disclosure documents, if and only to the extent required by Applicable Laws, without seeking consent for each such disclosure. (c)        If the Company or the Investor determines that it is required, in accordance with Applicable Law, to publicly disclose information regarding this Agreement, the other party and/or the transactions contemplated hereby (other than in accordance with Section 5.8(b)), it shall provide the Investor with a reasonable opportunity to review and comment on the content of any such public disclosure. The disclosing party, shall incorporate the other party’s comments into the public disclosure to the extent the comments are permitted by Applicable Law. If the other party does not respond to a request for comment within two Business Days, the disclosing party shall be entitled to issue the public disclosure without the input of the other party. The disclosing party shall be permitted to disclose, in any continuous disclosure document required to be filed by the disclosing party in accordance with Applicable Laws, any disclosure that was previously approved by the other party for disclosure in such document in accordance with this Agreement. 5.9          Further Assurances Each of the parties shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement. 5.10        Entire Agreement This Agreement, the Confidentiality Agreement and the Stock Purchase Agreement (collectively, the “Transaction Documents”) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral, between the parties. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the aforesaid agreements. In the event of any conflict or inconsistency between this Agreement and the Transaction Documents, the provisions contained in this Agreement shall prevail to the extent of such conflict or inconsistency. 18 --- 5.11        Governing Law and Waiver of Trial by Jury (a) This Agreement shall be governed in all respects by the internal law of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York. (b) EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.11(b). 5.12        Severability If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms. 5.13        Right to Injunctive Relief The parties agree that any breach of the terms of this Agreement by either party would result in immediate and irreparable injury and damage to the other party which could not be adequately compensated by damages. The parties therefore also agree that in the event of any such breach or any anticipated or threatened breach by the defaulting party, the other party shall be entitled to equitable relief, including by way of temporary or permanent injunction or specific performance, without having to prove damages, in addition to any other remedies (including damages) to which such other party may be entitled at law or in equity. 5.14        Counterparts This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (including in electronic form and/or with electronic signatures), with the same effect as if each party had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement. [Remainder of page intentionally left blank; signature page follows.] 19 --- IN WITNESS WHEREOF this Agreement has been executed by the parties on the date first written above. - COMPANY: - SINDA LTD. - By: /s/ Luis Barreto - Name: Luis Barreto - Title: Chief Financial Officer [Signature Page – Investor Rights Agreement] --- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. INVESTOR: FRESNILLO PLC By: /s/ Octavio Alvídrez Name: Octavio Alvídrez Title:CEO [Signature Page – Investor Rights Agreement] --- --- ## EXHIBIT 23.1 SEC source: [ny20077487x1_ex23-1.htm](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex23-1.htm) --- Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form S-1 of our report dated March 31, 2026, relating to the financial statements of Sinda Ltd. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ Galaz, Yamazaki, Ruiz Urquiza, S. C. Galaz, Yamazaki, Ruiz Urquiza, S. C. Affiliate of a Member Firm of Deloitte Touche Tohmatsu Limited Querétaro, México July 27, 2026 --- --- ## EXHIBIT 23.3 SEC source: [ny20077487x1_ex23-3.htm](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex23-3.htm) --- Exhibit 23.3 SRK Consulting (U.S.), Inc. 999 17th Street, Suite 400 Denver, CO 80202 United States - +1 303 985 1333 office +1 303 985 9947 fax - denver@srk.comwww.srk.com July 27, 2026 Sinda Ltd. Antiguo Camino a Don Diego S/N Fraccionamiento Mi Bendición, Interior 6 San Miguel Allende, Guanajuato, Mexico 37898 Subject Consent Letter – S-K 1300 Technical Report Summary on the Initial Assessment for the Sinda Project, Guanajuato, Mexico Project The Sinda Project SRK Consulting (U.S.), Inc. (“SRK”) consents to the issue of the S-K 1300 Technical Report Summary on the Initial Assessment for the Sinda Project, Guanajuato, Mexico, dated as of November 24, 2025, including the addendum to the SK-1300 Technical Report Summary, on the Initial Assessment for the Sinda Project, Guanajuato, Mexico, dated as of June 2, 2026 (the “Report”) in the form and context in which it is to be included in documentation distributed to the directors of Sinda Ltd. (the “Company”) and in the filing of the Registration Statement on Form S-1 of the Company (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). SRK is the “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the SEC) for the sections of the Report as identified in section 2.2 of the Report. Additionally, SRK consents to the use of and references to its name, including its status as a “qualified person” in connection with the Registration Statement, and to any extracts from or a summary of the Report in the Registration Statement and the use of information derived, summarized, quoted or referenced from the Report, or portions thereof, that was or were prepared by SRK, that SRK supervised the preparation of and/or scientific and technical information that was reviewed and approved or certified by SRK, that is or are included in the Registration Statement. SRK further confirms that this consent has not been nor will be withdrawn. Neither the whole nor any part of the Report nor any reference thereto may be included in any other document without the prior written consent of SRK as to the form and context in which it appears. - Regards, - /s/ SRK Consulting (U.S.), Inc. - SRK Consulting (U.S.), Inc.999 17th Street, Suite 400 Denver, CO 80202 USA - SRK Consulting (U.S.), Inc. - July 27, 2026 --- --- ## EX-FILING FEES SEC source: [ny20077487x1_ex107.htm](https://www.sec.gov/Archives/edgar/data/2096861/000114036126029787/ny20077487x1_ex107.htm) --- Exhibit 107 CALCULATION OF FILING FEE TABLE **Form S-1** (Form Type) **Sinda Ltd.** (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities | Line item | Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1 | Equity | Common stock, $0.0001 par value per share | Rule 457(c) | 7,939,544 | $14.14 | $112,265,152.16 | $0.00013810 | $15,503.82 | | Total Offering Amounts | | | | | | $112,265,152.16 | | $15,503.82 | | Total Fees Previously Paid | | | | | | | | — | | Total Fee Offsets | | | | | | | | — | | Net Fee Due | | | | | | | | $15,503.82 | (1) Proposed maximum offering price per unit estimated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the average of the high and low trading prices of the Registrant's common stock reported by the New York Stock Exchange on July 24, 2026. ---