Form S-1 Sinda Ltd.

We are currently an exempted company incorporated in the Cayman Islands (“Sinda Cayman”). Prior to the effectiveness of this registration statement on Form S-1 (this “Registration Statement”), we will de-register in the Cayman Islands and register by way of continuation in the State of Delaware by filing a Certificate of Domestication to incorporate in the State of Delaware under the name “Sinda Ltd.” This redomiciliation is referred to throughout the prospectus included in this Registration Statement as the “Redomiciliation.” We do not anticipate that there will be any material impact on our consolidated financial statements as a result of the Redomiciliation.

We are selling    shares of common stock to the underwriters in a firm commitment offering.

Prior to this offering, there has been no public market for our common stock. We currently estimate that the initial public offering price will be between $   and $   per share. We have applied to list our common stock on the New York Stock Exchange (the “NYSE”) under the symbol “SIND.”

The underwriters have an option to purchase a maximum of    additional shares of common stock from us to cover over-allotments. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

We are an “emerging growth company” as defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

The Electrum Group LLC (together with its affiliates, “Electrum”) will control approximately   % of the voting power of our common stock upon completion of this offering (or approximately   % if the underwriters exercise their option to purchase additional shares of our common stock from us in full). As a result, we will be a “controlled company” within the meaning of the corporate governance rules of the NYSE, and we have elected not to comply with certain corporate governance requirements otherwise applicable to listed companies. See “Management—Controlled Company Status.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 27 of this prospectus.

Delivery of the shares of common stock will be made on or about   , 2026 through the book-entry facilities of The Depositary Trust Company.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Through and including the 25th day after the date of this prospectus, all dealers that effect transactions in shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We and the underwriters have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance and make no representation as to the reliability of, any other information that others may give you. We are offering to sell and are seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

We are currently an exempted company incorporated in the Cayman Islands (“Sinda Cayman”). Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will de-register in the Cayman Islands and register by way of continuation in the State of Delaware by filing a Certificate of Domestication to incorporate in the State of Delaware under the name “Sinda Ltd.” This redomiciliation is referred to throughout this prospectus as the “Redomiciliation.”

Unless the context otherwise requires, the “Company,” “we,” “us” and “our” refer to Sinda Cayman prior to the Redomiciliation and Sinda Ltd., the Delaware corporation, after the Redomiciliation, in each case, together with its consolidated subsidiaries.

The discussion of our financial condition and results of operations should be read together with our audited consolidated financial statements for the years ended December 31, 2025 and 2024 and our unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the related notes and the other financial information included elsewhere in this prospectus. We do not anticipate that there will be any material impact on our consolidated financial statements as a result of the Redomiciliation.

Certain figures and percentages included in this prospectus have been subject to rounding adjustments, and all quantities of Mineral Resource estimates and Exploration Target estimates are rounded to the appropriate number of significant figures; consequently, totals and sums presented in this prospectus may not add up due to rounding.

Unless otherwise indicated, all references to “U.S. dollars,” “dollars” and “$” in this prospectus are to the lawful currency of the United States of America. All tonnage information in this prospectus is expressed in metric tonnes, and all references to ounces are to troy ounces, in each case, unless otherwise specified.

This prospectus includes market and industry data and forecasts that we have developed from independent research reports, publicly available information, various industry publications, other published industry sources or our internal data and estimates. Independent research reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. Although we believe that the publications and reports are reliable, neither we nor the underwriters have independently verified the data. Our internal data, estimates and forecasts are based on information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had such information verified by any independent sources.

The Technical Report Summary for our material property, the Sinda Property (as defined below), including the addendum to the Technical Report Summary, dated June 2, 2026 (the “Sinda Technical Report Summary”), has been prepared by SRK Consulting (U.S.), Inc. (“SRK”) in accordance with subpart 1300 of Regulation S-K (“S-K 1300”). The Sinda Technical Report Summary and the addendum to the Sinda Technical Report Summary dated June 2, 2026 are included as Exhibit 96.1 and Exhibit 96.2, respectively, to the registration statement of which this prospectus forms a part. The Mineral Resource estimates contained in this prospectus were prepared in accordance with S-K 1300 with an effective date of November 24, 2025 and have not been updated since that time, and the Company and SRK consider the Mineral Resource estimate to remain current as of December 31, 2025.

Except as indicated under “Prospectus Summary—Recent Developments and Near-Term Exploration Plan—Infill and Exploration Drilling—Mineral Resource Definition—Dolores Infill Program,” references throughout this prospectus to silver-equivalent grams per tonne 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. The AgEq calculation is derived from the following formula: AgEq = ((Ag grade * $32.00 ÷ 31.10348 grams per ounce) + (Au grade * $2,750.00 ÷ 31.10348 grams per ounce)) ÷ ($32.00 ÷ 31.10348 grams per ounce).

This prospectus refers to estimated Mineral Resources, including Inferred Mineral Resources and Indicated Mineral Resources. See “Glossary of Technical Terms” for the definition of those terms. The estimates include mining

dilution and mining recovery. Mining dilution and recovery factors vary and are influenced by several factors including deposit type, deposit shape and mining methods. 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.

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.

Unless the context otherwise requires, all references in this prospectus to “Qualified Person(s)” are to Qualified Persons as defined in S-K 1300. Our disclosure relating to Mineral Resource estimates and exploration results is based on supporting documentation prepared by Qualified Persons. The Sinda Technical Report Summary has been prepared by Qualified Persons, as described herein, and is included as exhibit 96.1 to the registration statement of which this prospectus forms a part.

The scientific and technical information relating to the Sinda Property contained in the Sinda Technical Report Summary and reproduced in this prospectus, including Mineral Resource estimates and Exploration Targets, has been approved and verified by SRK. All scientific and technical information regarding the Sinda Property that is included in this prospectus but not derived from Sinda Technical Report Summary has been approved and verified by SRK. SRK is the Qualified Person under S-K 1300. SRK is not affiliated with us or any other entity that has an ownership, royalty or other interest in the Sinda Property.

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.

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.

We intend to use the net proceeds from this offering for surface exploration and infill drilling, underground exploration and infill drilling and associated underground development, to be carried out 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, as well as for general corporate purposes. See “Use of Proceeds.” 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.

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.

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 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.

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.

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.

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 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.

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 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 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.

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.

In addition, the physical risks of climate change may also have an adverse effect on our operations. These risks include the following:

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.

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. 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.

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

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 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.

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 intend to use the net proceeds from this offering for surface exploration and infill drilling, underground exploration and infill drilling and associated underground development, to be carried out 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, as well as for general corporate purposes. See “Use of Proceeds.” 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.”

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 $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. 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 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.

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 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.

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 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.

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:

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.

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 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 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.

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 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.”

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.

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.

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.

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 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 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. We anticipate that at least some of our directors will also be 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, we anticipate that certain of our directors will 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 will provide that we renounce any interest or expectancy in the business opportunities of Electrum Global Holding 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 EGH, ESOF II, or any of their respective officers, directors, agents, stockholders, members, partners, affiliates or subsidiaries have 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 will not have 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 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 “Risks Related to This Offering and Ownership of Our Common Stock—Our Amended and Restated Certificate of Incorporation and Stockholders’ Agreement will contain a provision renouncing our interest and expectancy in certain corporate opportunities.”

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.

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.

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.

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.

The mining industry is subject to increasingly strict regulation by federal, state and local authorities in Mexico, including in relation to:

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.

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.

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.

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.

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

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.

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.

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.

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.

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:

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.

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,

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.

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.

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.

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.

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.

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.

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

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.

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in our Company will lead to the development of an active trading market on the NYSE or otherwise, or how liquid that market may become. An active trading market for our common stock may not develop and even if it does develop, may not continue upon the completion of this offering and the market price of our common stock may decline below the initial public offering price. The initial public offering price for the common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price you pay in this offering.

The initial public offering price for our common stock will be determined through negotiations between us and the representatives of the underwriters. This initial public offering price may vary from the market price of our common stock after the completion of this offering. Some of the factors that may cause the market price of our common stock to fluctuate include:

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 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 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 that we will adopt prior to the completion of this offering will 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 will also provide that Section 203 of the Delaware General Corporation Law (“DGCL”), which relates to business combinations with interested stockholders, will 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.

The initial public offering price per share of our common stock is substantially higher than our net tangible book value per share immediately after the completion of this offering. As a result, if you purchase shares in this offering, you will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities, and any additional financing in the future may cause further dilution to our existing stockholders and any future additional financing may not be on terms that are favorable to us or our stockholders. At an offering price of $    per share, which is the midpoint of the range set forth on the front cover of this prospectus, new investors in this offering will incur immediate and substantial dilution of your investment in the amount of $    per share. See “Dilution.”

After the completion of this offering, we will have     shares of common stock outstanding (or    shares of common stock outstanding if the underwriters exercise their option to purchase additional shares of our common stock from us in full). This includes the     shares of common stock being sold in this offering, which may generally be resold in the public market immediately after the completion of this offering. We expect that the remaining shares of common stock, representing    % of our total outstanding shares of common stock following this offering, will become available for resale in the public market as set forth under the heading “Shares Eligible for Future Sale.”

All of our directors and executive officers, and the holders of substantially all of our outstanding common stock have agreed that, subject to certain exceptions, they will not, during the lock-up period (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 Market 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 will also enter into a registration rights agreement with certain of our stockholders pursuant to which we will grant 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. 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, immediately following this offering, we intend to file a registration statement registering under the United States Securities Act of 1933, as amended (the “Securities Act”), the 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 would result in approximately    shares of common stock underlying such awards, including stock options and restricted stock units, becoming available for resale in the public markets, subject to any applicable lock-up agreements.

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.”

Upon completion of this offering, Electrum will beneficially own approximately    % of our outstanding common stock (or approximately     % if the underwriters exercise their option to purchase additional shares of our common stock from us in full). As long as Electrum beneficially owns 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.

Additionally, following the effectiveness of the registration statement of which this prospectus forms a part and prior to the completion of this offering, we will enter into a stockholders’ agreement with EGH and ESOF II (the “Stockholders’ Agreement”) pursuant to which the Electrum Parties will have the right to nominate certain members of our Board of Directors. The Stockholders’ Agreement will also provide 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:

Upon the completion of this offering, we will be a “controlled company” within the meaning of the corporate governance requirements of the NYSE because Electrum will continue to own more than 50% of our outstanding common stock. As a controlled company, we will be 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. We currently expect that our Compensation, Nominating and Corporate Governance Committee will not meet the director independence requirements under the NYSE corporate governance requirements applicable to a company that is not a “controlled company.” Accordingly, you may not have certain of the protections afforded to stockholders of companies that are required to comply with 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. Electrum, or other related parties, may have interests in such 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 the Stockholders’ Agreement will 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 will have 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.”

Following the completion of this offering, we will be 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 will be time-consuming and will 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 will be subject to the reporting requirements of the 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 will 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 will be implementing 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 increased management effort toward ensuring compliance with them. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming 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.

We also expect that being a public company and complying with these rules and regulations will 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 this prospectus and in filings required of a public company, our business and financial condition will become more 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.

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 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 first fiscal year beginning after the effective date of this 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 will be 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 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,” 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.

Our Amended and Restated Certificate of Incorporation will provide 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:

The foregoing provision does not apply to claims under the Securities Act, the Exchange Act or any claim for which the U.S. federal courts have exclusive jurisdiction. Our Amended and Restated Certificate of Incorporation will further provide 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 will also provide 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 to be 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.

We currently intend to use the net proceeds from this offering in the manner described in “Use of Proceeds.” However, our Board of Directors and management will retain broad discretion in the application, and timing of the application, of the net proceeds from this offering and could spend the net proceeds in ways that do not improve our results of operations or enhance the value of our common stock. As such, we may use net proceeds of this offering in ways our Board of Directors and management believe would be in our best interest, but that an investor may not consider desirable or advisable. As a result, investors will be relying on the judgment of our Board of Directors and management for the application of the net proceeds from this offering. There can be no assurance regarding the results and the effectiveness of our use of the net proceeds from this offering. Our failure to apply these funds effectively could result in financial losses that could harm our business, cause the market price of our stock to decline and delay the development of our operations. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

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. Securities and industry analysts do not currently, and may never, publish research on our Company. If no or too few securities or industry analysts commence coverage of our Company, the trading price for our common stock would likely be negatively affected. In the event securities or industry analysts initiate coverage, if 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. If one or more of these 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.

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:

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.

We estimate the net proceeds to us from this offering will be approximately $   million, or approximately $   million if the underwriters exercise their option to purchase additional shares of our common stock from us in full, assuming an initial public offering price of $   per share, which is the midpoint of the range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

A $1.00 increase (decrease) in the assumed initial public offering price of $   per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by $   million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A 1,000,000 share increase (decrease) in the number of shares of common stock offered by us would increase (decrease) the net proceeds to us from this offering by $   million, assuming the assumed initial public offering price remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to allocate the net proceeds as follows:

We currently intend to use the net proceeds from this offering in the manner described above. However, our Board of Directors and management will retain broad discretion in the application, and timing of the application, of the net proceeds from this offering and could spend the net proceeds in ways that do not improve our results of operations or enhance the value of our common stock. As a result, investors will be relying on the judgment of our Board of Directors and management for the application of the net proceeds from this offering. There can be no assurance regarding the results and the effectiveness of our use of the net proceeds from this offering. See “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock—We will have broad discretion in the use of the net proceeds from this offering and may not use them effectively.” In addition, we have a history of negative operating cash flows and net losses and may continue to have negative operating cash flows and net losses in the future. As a result, we may use the net proceeds from this offering to fund our continuing operations. See “Risk Factors—Risks Related to Our Business and Industry—We have historically experienced negative operating cash flow from operating activities.” Pending the use of the proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation instruments, including short-term, interest-bearing, investment-grade securities or short-term deposits. We cannot predict whether the proceeds invested will yield a favorable return.

We have never declared or paid any cash dividends on our capital stock. We do not intend to pay any dividends in the foreseeable future and currently intend to retain all future earnings to finance our business.

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. If our subsidiaries make distributions to us in any given year, the portion, if any, to be paid as dividends to our stockholders will be determined by our Board of Directors. Any determination by our Board of Directors to pay dividends to holders of our common stock in the future will depend upon such factors as our earnings levels, capital requirements, requirements under the DGCL, the terms of any debt agreements we or our subsidiaries may enter into and other factors as our Board of Directors deems relevant.

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2026:

This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. Unless otherwise stated, all dollar amounts expressed below are in thousands, except for per share amounts.

Our consolidated net tangible book value as of March 31, 2026 was $21.6 million, or $0.20 per share of common stock. Consolidated net tangible book value represents consolidated tangible assets, less consolidated liabilities. Consolidated net tangible book value per share represents consolidated net tangible book value divided by the aggregate number of shares of common stock outstanding.

After giving effect to the issuance and sale of     shares of common stock in this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted consolidated net tangible book value as of March 31, 2026 was $   million, or $   per share of common stock. As adjusted consolidated net tangible book value per share represents as adjusted consolidated tangible assets, less as adjusted consolidated liabilities, divided by the aggregate number of shares of common stock outstanding after giving effect to the as adjusted adjustments described in this paragraph.

Dilution per share represents the difference between the price per share to be paid by new investors for the shares of common stock sold in this offering and the as adjusted consolidated net tangible book value per share immediately after the completion of this offering. The following table illustrates this per share dilution:

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. A $1.00 increase (decrease) in the assumed initial public offering price of $   per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) as adjusted consolidated net tangible book value per share by $   per share and dilution per share to new investors purchasing shares in this offering by $   per share, in each case assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A 1,000,000 share increase (decrease) in the number of shares of common stock offered by us would increase (decrease) as adjusted consolidated net tangible book value per share by $   per share and dilution per share to new investors purchasing shares in this offering by $   per share, in each case assuming the assumed initial public offering price remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares of our common stock from us in full, our as adjusted consolidated net tangible book value per share would be $  , and the dilution per share to new investors purchasing shares in this offering would be $  .

The following table sets forth, as of March 31, 2026, after giving effect to the Redomiciliation and the issuance and sale of      shares of common stock in this offering, the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid to us by existing stockholders and by new investors purchasing shares in this offering, at the assumed initial public offering price of $   per share, which is the midpoint of the range set forth on the cover page of this prospectus:

If the underwriters exercise their option to purchase additional shares of our common stock from us in full, the number of shares of common stock held by existing stockholders would decrease to    % of the total number of shares of common stock outstanding after the completion of this offering, and the number of shares of common stock held by new investors would increase to    % of the total number of shares of common stock outstanding after the completion of this offering.

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.

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.

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.

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 prepare to 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 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. The Company and Sinda LLC, its U.S. subsidiary, are not currently required to file tax returns in the United States and have no income tax expense. Following the Redomiciliation, we will be required to file and pay taxes in the United States. Our Mexican subsidiaries, SNDA Holding, S. de R.L. de C.V. and SNDA Exploración, file tax returns in Mexico.

The following table presents certain information relating to our operating results for the three months ended March 31, 2026 and 2025.