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, the completion of the Redomiciliation, 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, our requirements for additional capital and our anticipated uses of the net proceeds from this offering. 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; |
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| • | our history of negative operating cash flows and net losses and the lack of assurance that we will achieve or sustain profitability; |
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| • | our dependence on the Sinda Property for our future operating revenues; |
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| • | Mineral Resource and Exploration Target statements at the Sinda Property are only estimates; |
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| • | actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated; |
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| • | the title to, or relevant rights on, the five contiguous mining concessions underpinning the Sinda Property may be challenged or impaired; |
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| • | 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; |
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| • | the need for additional financing in the future to develop the Sinda Property; |
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| • | inflation, restrictive exchange control policies and fluctuations in the exchange rate of the Mexican peso to the U.S. dollar; |
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| • | our reliance on third-party contractors; |
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| • | changes in the prices of and further demand for silver and gold; |
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| • | claims and legal proceedings against us; |
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| • | significant risk and hazards associated with mining operations; |
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| • | our dependence on developing and maintaining relationships with local communities and stakeholders; |
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| • | the requirements that we obtain, maintain and renew environmental, construction and mining permits, which is often a costly and time-consuming process; |
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| • | heightened and evolving environmental restrictions on activities in the Presa Neutla Natural Protected Area; |
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| • | the risk of failing to reach or maintain agreements for the use of lands with local communities and risks of civil disobedience; |
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| • | macroeconomic conditions, including inflation, interest rates and disruptions to global trade, including trade between the United States and Mexico; |
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| • | 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; |
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| • | political, economic or other conditions in Mexico; |
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| • | 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 |
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| • | climate strategy and expectations regarding greenhouse gas emission targets and related operating costs and capital expenditures. |
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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.
