Item 4 — Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows: NTEC purchased the Common Stock of the Issuer to establish an ownership position in the Issuer as a joint venture participant in a joint venture with USA Rare Earth, LLC, to develop the Round Top Deposit, as described in the periodic reports of the Issuer filed with the SEC. NTEC also has membership interests in USA Rare Earth. As described in Item 6, in connection with its purchase of Common Stock from the Issuer, NTEC obtained the right to designate two individuals to be nominated to serve on the Board of Directors of Issuer. Messrs. Lund and Denetclaw were the two individuals most recently designated by NTEC, and they served as directors until their resignations on January 28, 2025. Subsequent to the date of the investment made by NTEC in the Common Stock of Issuer, the time frame for development of the Round Top has been deferred, beyond what NTEC had found acceptable when it made its investment and had relied upon. In addition, as disclosed in the periodic reports filed by Issuer with the SEC, the Issuer has begun exploration and development activities in connection with silver deposits in New Mexico. This initiative is outside of and wholly unrelated to NTEC's principal business and strategic focus. Accordingly, on January 28, 2025, Messrs. Lund and Denetclaw notified the Issuer that they were resigning from the board effective immediately and that they would not be standing for reelection to the board. NTEC has no present intention to exercise its right to nominate replacement directors or director nominees to the Board of Directors of Issuer. NTEC currently is reviewing the disposition of its investment in the Issuer. It, however, currently does not have any plans or proposals relating to the disposition of the Common Stock that it owns.