NOTE 13 – COMMITMENTS AND CONTINGENCIES

Historically, from time to time, the Company is assessed fines and penalties by the Mine Safety and Health Administration (“MSHA”). Using appropriate regulatory channels, management may contest these proposed assessments. In 2025, BRZ received three citations from MSHA, one of which was significant and substantial. All three citations were rectified by BRZ and terminated by MSHA on the day the citations were issued. At December 31, 2025 and December 31, 2024, BRZ had $nil and $19,074, respectively, of accrued liabilities relating to MSHA citations.

BRZ has a lease through December 31, 2034 with Zeolite, LLC that entitles BRZ to surface mine and process zeolite on property in Preston, Idaho, in exchange for an annual payment and a royalty payment, which is based on the amount of zeolite shipped from the leased property (“BRZ Lease”).

In April 2025, the Company contracted with engineering and construction firms to expand its existing smelting operating capacity located in Thompson Falls, Montana. Total capital expenditures associated with the expansion plans are estimated to be approximately $27 million, of which approximately $23 million has been formally agreed to with various third-party vendors. As of December 31, 2025, the Company has paid approximately $17 million toward these commitments which is included in the “Construction in progress” component of PP&E in the Consolidated Balance Sheets.

The Company committed in 2025 to the purchase of inventory with an aggregate estimated cost of approximately $3.2 million from suppliers that is not included in the Consolidated Balance Sheet as of December 31, 2025. The Company expects to receive this inventory in 2026.

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Historical Timeline

Fiscal YearFiled
2025Mar 19, 2026Showing above
2024Mar 20, 2025
2023Apr 12, 2024
2022Jul 18, 2023
2020Mar 31, 2021
2019Apr 14, 2020
2018Apr 1, 2019
2017Apr 2, 2018
2016Mar 31, 2017
2015Mar 30, 2016

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.