Our Company

We were incorporated in Delaware in March 2009 under the Delaware General Corporation Law. During the three months ended March 31, 2022, our principal source of revenue was from the sale of gold and silver from our Rodeo Property in Durango, Mexico. We incurred net operating losses for the three months ended March 31, 2022 and 2021.

We remain focused on mining operations at the Rodeo Property as well as further studies of a restart plan for Velardeña including the use of bio-oxidation to improve the payable gold recovery. We also continue to evaluate and search for mining opportunities in North America (including Mexico) with near-term prospects of mining, and particularly for properties within reasonable haulage distances of our Velardeña Properties. We are also focused on advancing our El Quevar exploration property in Argentina through the Earn-In Agreement with Barrick and on advancing selected properties in our portfolio of approximately 12 properties, located in Mexico, Nevada and Argentina. We are reviewing strategic opportunities, focusing primarily on development or operating properties in North America, including Mexico.

This discussion should be read in conjunction with Management's Discussion and Analysis included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 23, 2022.

2022 Highlights

Rodeo Property

From inception in January 2021, through the end of Q1 2022, we have produced 18,006 ounces of gold and 64,872

ounces of silver from Rodeo. Cash costs per ounce produced have averaged $982 net of silver credits. The operation continues to be a significant source of positive cash flow for the company.

We began mining activities at the Rodeo Property, using a contract miner, in December 2020. We began hauling the mined material, also using a contractor, for processing at our Velardeña oxide plant beginning in January 2021. We provide the overall mine management and engineering, which includes in-pit technicians who determine whether material is suitable for process or placement on the waste dump. We also employ and supervise the workforce responsible for processing activities at our oxide plant. Our assay lab, located in Velardeña, Durango, Mexico is used for the project's assaying requirements. We poured our first doré bar at the end of January 2021 and completed our first shipment of doré to a refinery located in the United States in March 2021.

We installed a new regrind mill circuit at the plant specifically designed to process the harder mined material coming from the Rodeo Property. The new circuit, which was fully operational at the end of April 2021, allowed us to increase daily throughput of Rodeo material in the oxide plant to at least 500 tonnes per day. Mill throughput averaged 532 tonnes per day in third quarter 2021 and 468 tonnes per day in fourth quarter 2021. At approximately 500 tonnes per day, the current life of the Rodeo mine is estimated to run through the third quarter of 2023, based on our current estimate of remaining mineral resources as reported in the recently filed Technical Report Summary.



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The table below sets forth the key processing and sales statistics for the Rodeo operation for the three months ended March 31, 2022:



                           Rodeo Operations Statistics
                      (in thousands except per unit amounts)

                                                                Quarter Ended
                                                               March 31, 2022
Tonnes mined (1)                                                           203,591
Tonnes in stockpiles awaiting processing (2)                                10,898
Tonnes in low grade stockpiles (3)                                          88,559
Tonnes processed                                                            47,437
Average tonnes per day processed                                               527

Average gold grade processed (grams per tonne)                                 3.1
Average silver grade processed (grams per tonne)                              11.6

Plant recovery - gold (%)                                                     75.4
Plant recovery - silver (%)                                                   82.8

Payable gold produced in doré (ounces)                                       3,608
Payable silver produced in doré (ounces)                                    13,944
Payable gold equivalent produced in doré (ounces) (4)                        3,787

Gold sold in doré (ounces)                                                   3,855
Silver sold in doré (ounces)                                                14,481
Gold equivalent sold in doré (ounces) (4)                                    4,040

Average realized price, before refining and selling costs Gold (dollar per ounce)

$1,888
Silver (dollar per ounce)                                                   $24.24

(1) Includes all mined material transported to the plant, stockpiled or designated
as waste
(2) Includes mined material stockpiled at the mine or transported to the plant
awaiting processing in the plant
(3) Material grading between 1.6 g/t (current cutoff grade) and 1 g/t Au held for
possible future processing
(4) Gold equivalents based on realized $ Au and $ Ag price


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The following table highlights additional non-GAAP cost and revenue statistics related to the Rodeo operations:



                                                  Quarter Ended March 31, 2022
                                              (in thousands except per unit amounts)

Total cash operating costs                  $                                  4,423
Treatment and refining costs                                                     129
Silver by-product credits                                                      (351)
Total cash costs, net of by-product
credits                                     $                                  4,201

Total cash cost per unit
Payable gold ounces produced in doré                                           3,608
Total cash operating costs                  $                                  1,226
Treatment and refining charges                                                    36
Silver by-product credits                                                       (97)
Total cash costs, net of by-product
credits, per payable gold ounce (1)         $                                  1,164

Tonnes Processed in plant                                                     47,437
Total cash operating costs per tonne
processed                                   $                                     93

(1) Cash costs, net of by-product credits, per payable ounce of gold is a non-GAAP financial measure

Total cash operating costs for the three months ended March 31, 2022, as depicted in the table above, include all production costs during the period, including mining, milling and general and administrative costs related to mined material.

For the full year 2022, we are estimating that we will process 175,000 to 185,000 tonnes in the oxide plant, or

approximately 500 tonnes per day, with payable extraction for 2022 of approximately 12,000 to 14,000 ounces of gold and 42,000 to 47,000 ounces of silver. Grades for 2022 are estimated to be approximately 2.9 grams per tonne for gold and 9.4 grams per tonne for silver, lower than grades achieved in 2021, but as anticipated in the PEA mine plan for 2022. Mill recoveries are expected to continue during 2022 near current rates of approximately 80 percent for both gold and silver. Higher expected total throughput in the oxide plant for the year 2022, as compared to 2021, will help offset the lower gold grades anticipated for 2022 resulting in similar payable gold extraction in 2022 as compared to 2021, but unit costs will be higher in 2022 as a result of higher plant throughput. Cash costs per payable gold ounce, net of silver by-product credits, are expected to be approximately $1,100 to $1,200 for the full year 2022.

Using an assumed gold price of $1,800/oz and an assumed silver price of $25.00/oz, net operating margin for the full year 2022 from the Rodeo Property (defined as revenue from the sale of metals less the cost of metals sold) is estimated at approximately $7.0 million to $9.0 million. Our realized prices for the three months ended March 31, 2022, as shown above, were $1,888 and $24.24 for gold and silver, respectively. The estimates detailed above for 2022 were derived using the actual results of operations achieved during 2021 and a projection of the mine plan, grades, plant throughput, and recoveries for 2022. Actual future results from mining at Rodeo may vary significantly based upon, among other things, unanticipated variations in grade, unexpected challenges associated with our proposed mining plan, volatility in commodity prices, variations in expected recoveries, increases in projected operating costs, working capital or capital costs or interruptions in mining. See "Risk Factors - Risk Factors related to our Mining and Processing Activities" as described in our Form 10-K for the period ended December 31, 2021.

Non-GAAP Financial Measures

Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles. These measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.



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"Total cash costs, net of by-product credits, per payable gold ounce", and "All-in sustainable costs, net of by-product credits, per payable gold ounce", are non-GAAP financial measures calculated by the Company as set forth below and may not be comparable to similar measures reported by other companies.

"Total cash costs, net of by-product credits, per payable gold ounce," is a non-GAAP measure, and includes all direct and indirect operating cash costs associated with the physical activities that would generate doré products for sale to customers, including mining to gain access to mineralized materials, mining of mineralized materials and waste, milling, third-party related treatment, refining and transportation costs, on-site administrative costs and royalties. Total cash costs do not include depreciation, depletion, amortization, exploration expenditures, reclamation and remediation costs, sustaining capital, financing costs, income taxes, or corporate general and administrative costs not directly or indirectly related to the Rodeo project. By-product credits include revenues from silver contained in the products sold to customers during the period. "Total cash costs, net of by-product credits", are divided by the number of payable gold ounces generated by the plant for the period to arrive at "Total cash costs, net of by-product credits, per payable gold ounce."

"Cost of metals sold", reported as a separate line item in our Condensed Consolidated Statements of Operations for the three months ended March 31, 2022, is the most comparable financial measure, calculated in accordance with GAAP, to "Total cash costs, net of by-product credits". "Cost of metals sold" includes adjustments for changes in inventory and excludes third-party related treatment and refining costs, which are reported as part of revenue in accordance with GAAP. The following table presents a reconciliation for the three months ended March 31, 2022 between the non-GAAP measure of "Total cash cost, net of by-product credits" to the most directly comparable GAAP measure, "Cost of metals sold".



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              Reconciliation of Cash Costs to Cost of Metals Sold

                                               Reconciliation of Costs of Metals Sold (GAAP)
                                                  to Total Cash Costs, net of By-product
                                                            Credits (Non-GAAP)
Quarter Ended March 31, 2022
Total cash costs, net of by-product
credits                                      $                                         4,201

Reconciliation to GAAP measure:
Treatment and refining costs                 $                                         (129)
Silver by-product credits                                                                351
Write down of inventories to net
realizable value                                                                           -
Change in inventory (excluding
depreciation, depletion and amortization)                                              (101)
Cost of metals sold                          $                                         4,322


Rodeo Exploration

In October 2021, we completed an exploration drilling program at Rodeo aimed at expanding the resource. The program included about 5,648 meters in 82 shallow holes at selected near-surface targets located immediately adjacent to the current pit. In November 2021, we announced the final assay results from the drilling program, which included potentially resource-grade intercepts on the north, south and west sides of the currently planned open pit. The drill program included 47 reverse circulation (RC) holes totaling 3,187 meters and 35 core holes totaling 2,461 meters. The drill program has modestly extended the life of mine plan for Rodeo through the third quarter of 2023 based on processing material at a cut-off grade of 1.6 g/t Au. In March 2022, we finished a small additional RC drill program (approximately 2,500 m) to finish delineating the mineralized area on the south side of the current pit. The delineation drilling in the 2021 program has been incorporated in the resource update as described in the Technical Report Summary for the Rodeo Property filed in March 2022 and contributed to the extension of the life of mine considered in the initial assessment.

Velardeña

The Velardeña Properties contain two underground mines that were last operated in late 2015, at which point mining activities were suspended when a combination of low metals prices, mining dilution and metallurgical challenges rendered operations unprofitable. We elected to preserve the asset for future use, and since that time we have evaluated and tested various mining methods and processing alternatives that could enable sustainable profitable operations.

The recent rise in precious metals prices, the advancement of alternative processing technologies in the industry, and the results of our testing activities prompted us to pursue the preparation of an updated NI 43-101 preliminary economic assessment (PEA) based partly on projected increased gold recoveries from a proposed bio-oxidation circuit to treat gold-bearing pyrite concentrates. In April 2020, we announced positive results from the updated PEA.

In June 2021 we began limited scale mining activities at our Velardeña underground mine to obtain further bulk samples for use in final optimization of the bio-oxidation plant design and for use in additional flotation separation studies that will indicate how we can effectively separate the gold-bearing minerals into the pyrite-arsenopyrite concentrate that is proposed for processing in the bio-oxidation circuit. We are also testing mining methods to demonstrate that we can effectively control mining dilution to obtain the head grades that we expect based on our PEA study. We should have the results of these studies in the next few months.

Yoquivo

We completed an initial drill program of 3400 meters in 15 holes at Yoquivo in December 2020. The drilling identified four separate vein systems in which surface sampling has returned grades up to 4,050 g/t silver and 27.7 g/t gold from surface. Of substantial interest was the discovery of a new vein parallel to and east of the Pertenencia vein. While the other principal veins have been partially mined from surface to the water table (up to 130 meters) in the case of San Francisco and Pertenencia, and over a much less extensive vertical interval in the case of El Dolar and Esperanza, the new vein is unmined from surface. We completed a second drill program of 3,949 meters in 21 holes exploring the Pertenencia, Esperanza and Dolar vein systems. The drill program demonstrated the potential for the Pertenencia vein to host significant



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high-grade mineralization and hit multiple high-grade veins and suggests there may be additional blind veins to be found on the property.

In April 2022 we started a third drilling program designed to further delineate the previously encountered vein-hosted mineralized intervals. We expect this round of drilling will give us sufficient information to estimate an initial gold-silver resource.

El Quevar

In April 2020, we entered into the Earn-in Agreement with Barrick, pursuant to which Barrick has acquired an option to earn a 70% interest in the Company's El Quevar project located in the Salta Province of Argentina (the "Option"). For a description of the Earn-In Agreement, see "Our Material Mining Properties - El Quevar" in our Annual Report Form 10-K for the year ended December 31, 2021.

During the earn-in period, in addition to the exploration spending, Barrick will fund the holding costs of the property, which will qualify as work expenditures. Barrick will reimburse us for expenses related to maintaining the exploration camp, which will initially be run by us under a service agreement, and which will also qualify as work expenditures. Through December 31, 2021, approximately $0.9 million of expenses incurred by us have been or are expected to be reimbursable under the Earn-in Agreement. As of December 31, 2021, Barrick had met the minimum $1 million in work expenditures required by the Earn-in Agreement. If Barrick elects to terminate the Earn-In Agreement, we will become responsible for future holding costs and exploration spending related to the property.

Sarita Este

In December 2019, we paid $150,000 to enter into an option agreement with Cascadero Minerals Corporation ("Cascadero") to acquire a 51% interest in the gold/copper Sarita Este concession, located in the northwest portion of the Province of Salta, Argentina, located near the Taca Taca project owned by First Quantum Minerals. The option agreement calls for us to spend at least $0.3 million in exploration expenditures and complete a 2,000-meter drill program by the end of 2021, another $0.5 million by the end of 2022, and another approximately $1.6 million by 2023 for a total $2.5 million. We have spent approximately $1.4 million since entering into the agreement in December 2019.

In the fourth quarter of 2021, we completed the first drill program ever conducted at Sarita Este, which involved drilling 10 diamond drill holes totaling 2,518 meters to explore untested epithermal gold-silver and copper porphyry targets. In January 2022, we announced assay results from the drill program, including the potential of an oxidized gold system and a copper porphyry system. We have submitted new permits for trenching and additional drilling that we plan to complete during a 2022 field campaign.

Financial Results of Operations

For the results of continuing operations discussed below, we compare the results from operations for the three months ended March 31, 2022, to the results from operations for the three months ended March 31, 2021.

Three Months Ended March 31, 2022

Revenue from the sale of metals. We recorded $7.5 million and $1.8 million in revenue from doré sales for the three months ended March 31, 2022, and 2021, respectively. The first quarter of 2021 was during the startup phase at our Rodeo property resulting in lower revenue as compared to the same period of 2022.

Costs of metals sold. For the three months ended March 31, 2022 and 2021, we recorded $4.3 million and $1.5 million of costs of metals sold, respectively.

Exploration expense. Our exploration expense, including property holding costs and allocated administrative expenses, totaled $1.7 million and $0.8 million for the three months ended March 31, 2022, and March 31, 2021, respectively. The higher exploration expense for 2022 is primarily related to increased exploration at our Velardeña Properties, Rodeo operation in Mexico and Sarita Este property in Argentina during the period.



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Velardeña care and maintenance costs. We recorded $0.5 million and $0.2 million for the three-month periods ended March 31, 2022 and March 31, 2021, respectively, for expenses related to care and maintenance at our Velardeña Properties as the result of the suspension of mining and processing activities in November 2015.

El Quevar project expense. We incurred $0.1 million and $0.1 million for the three-month periods ended March 31, 2022, and March 31, 2021, respectively, related to holding and evaluation costs for the Yaxtché deposit at our El Quevar project in Argentina. During the three months ended March 31, 2022 and March 31, 2021, approximately $0.2 million and $0.1 million of costs actually incurred were offset by reimbursements from Barrick, respectively as discussed above.

Administrative expense. Administrative expenses totaled $1.3 million for the three months ended March 31, 2022. Administrative expenses, including costs associated with being a public company, are incurred primarily by our corporate activities in support of the Rodeo Property, Velardeña Properties, El Quevar project and our exploration portfolio. The $1.3 million of administrative expenses we incurred during the three months ended March 31, 2022, is comprised of $0.6 million of employee compensation and directors' fees, $0.5 million of professional fees and $0.2 million of insurance, rents, travel expenses, utilities and other office costs. Administrative expenses totaled $1.5 million for the three months ended March 31, 2021. The $1.5 million of administrative expenses we incurred during the first three months of 2021 is comprised of $0.8 million of employee compensation and directors' fees, $0.4 million of professional fees and $0.3 million of insurance, rents, travel expenses, utilities and other office costs.

Stock based compensation. During the three months ended March 31, 2022, we incurred approximately $0.2 million of expense related to stock-based compensation. Stock based compensation varies from period to period depending on the number and timing of shares granted, the type of grant, the market value of the shares on the date of grant and other variables. During the three months ended March 31, 2021, we incurred approximately $0.4 million of expense related to stock-based compensation. Stock based compensation was higher in the 2021 period due primarily to stock awards granted to executives.

Reclamation and accretion expense. During each of the three months ended March 31, 2022, and March 31, 2021, we incurred approximately $0.1 million of reclamation expense related to the accretion of an asset retirement obligation at the Velardeña Properties and environmental liabilities associated with the Rodeo operation.

Other operating income (expense), net. We recorded $0.4 million of other operating income for the three months ended March 31, 2022, primarily related to the amortization of deferred income related to the option agreement for the sale of the Santa Maria property, as discussed above. We recorded $0.2 million of other operating income for the three months ended March 31, 2021, primarily related to the amortization of deferred income related to the option agreement for the sale of the Santa Maria property.

Depreciation, depletion and amortization. During the three-month periods ended March 31, 2022, and March 31, 2021, we incurred depreciation, depletion and amortization expense of approximately $0.1 million and $0.2 million, respectively.

Interest and other expense, net. We recorded a nominal amount of interest and other expense, net for the three months ended March 31, 2022. We recorded approximately $0.4 million of interest and other expense, net for the three months ended March 31, 2021, primarily related to write-off of deferred costs related to the LPC Program.

Gain (Loss) on foreign currency losses. We recorded a foreign currency gain of approximately $0.1 million for the three months ended March 31, 2022. We recorded approximately $0.1 million of foreign currency loss for the three months ended March 31, 2021. Foreign currency gains and losses are primarily related to the effect of currency fluctuations on monetary transactions incurred by our foreign subsidiaries that are denominated in currencies other than US dollars.

Income taxes. We recorded a $0.1M tax expense for the three months ended March 31, 2022. We recorded a $0.1 million tax benefit for the three months ended March 31, 2021.

Liquidity and Capital Resources

At March 31, 2022, our aggregate cash and cash equivalents totaled $11.7 million, compared to the $12.2 million in similar assets held at December 31, 2021. The March 31, 2022 balance is due in part from the following expenditures and cash inflows for the three months ended March 31, 2022. Expenditures totaled $3.7 million from the following:



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? $1.7 million for exploration expenditures at the Rodeo, Yoquivo and other

properties;

? $0.5 million in care and maintenance costs at the Velardeña Properties;

$0.1 million in exploration and evaluation activities, care and maintenance and

? property holding costs at the El Quevar project, net of reimbursements from

Barrick;

? $1.3 million in general and administrative expenses; and

$0.1 million related to a net working capital increase due primarily to an

? increase in inventories and value added tax receivables associated with the

Rodeo operation, partially offset by an increase in accounts payable and other

accrued liabilities, also related to the Rodeo operation.

The foregoing expenditures were offset by cash inflows of $3.2 million from the

net operating margin from the Rodeo operation (defined as revenue from the sale of metals less the cost of metals sold).

In addition to the $11.7 million cash balance at March 31, 2022, we expect to receive approximately $7.0 million to $9.0 million in net operating margin from the Rodeo Property (defined as revenue from the sale of metals less the cost of metals sold) during the twelve months ending March 31, 2023, assuming an average gold and silver price during that period of $1,800 and $25.00 oz respectively (our realized prices for the three months ended March 31, 2022, as shown above, were $1,888 and $24.24 for gold and silver, respectively). Our forecasted cash inflows during the twelve months ending March 31, 2023 also include the anticipated receipts of $2.0 million from the sale of the Santa Maria property to Fabled.

Our forecasted expenditures during the twelve months ending March 31, 2023, apart from Rodeo cost of metals sold, which is already included in our forecast of net operating margin, total approximately $10.0 million as follows:

Approximately $4.3 million on exploration activities and property holding costs

? related to our portfolio of exploration properties located in Mexico, Argentina

and Nevada, including project assessment and evaluation costs relating to

additional exploration at Rodeo, Yoquivo, and other properties;

? Approximately $1.1 million at the Velardeña Properties for care and

maintenance;

? Approximately $0.4 million at the El Quevar project to fund care and

maintenance and property holding costs, net of reimbursement from Barrick; and

? Approximately $3.7 million on general and administrative costs.

Approximately $0.5 million due to an increase in working capital related to a

? decrease in accounts payable and other accrued liabilities primarily related to

income tax payments, accrued employee benefits costs and other corporate

compliance costs

Our forecasted cash resources of approximately $18 to $20 million, which include cash on hand at March 31, 2022, the forecasted net operating margin from the Rodeo Property, and the anticipated payments of $2 million from the sale of the Santa Maria property to Fabled, are greater than our forecasted expenditures of approximately $10 million. The actual net operating margin received from the Rodeo Property could be negatively impacted if further interruptions due to COVID-19 occur in Mexico. The actual amount of cash receipts that we receive during the period from the Rodeo operation may also vary significantly from the amounts specified above due to, among other things: (i) unanticipated variations in grade, (ii) unexpected challenges associated with our proposed mining plan, (iii) decreases in commodity prices below those used in calculating the estimates shown above, (iv) variations in expected recoveries, (v) increases in operating costs above those used in calculating the estimates shown above, or (vi) interruptions in production at Rodeo. The actual amount of cash expenditures that we incur during the twelve-month period ending March 31, 2023 may vary significantly from the amounts specified above and will depend on a number of factors, including variations in the anticipated care and maintenance costs at the Velardeña Properties or at El Quevar, and costs for continued exploration, project assessment, and development at our other exploration properties. Likewise, if cash expenditures are greater than anticipated or if cash



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receipts are less than anticipated, we may need to take certain actions to maintain sufficient cash balances over the next nine months, including additional asset dispositions or raising additional equity capital through sales under the ATM Program or otherwise.

The condensed consolidated financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the normal course of business. However, our continuing long-term operations may be dependent upon our ability to continue currently profitable operations and to secure sufficient funding, if needed, to generate future profitable operations. The underlying value and recoverability of the amounts shown as property, plant and equipment in our condensed consolidated financial statements are dependent on our ability to continue to generate positive cash flows from operations and to continue to fund exploration and development activities that would lead to additional profitable mining and processing activities or to generate proceeds from the disposition of property, plant and equipment. There can be no assurance that we will be successful in continuing to generate profitable mining and processing activities or to securing additional funding, if needed, to generate future profitable operations on terms acceptable to us or at all. We believe the cash on hand, anticipated positive net operating margins from the Rodeo operation, the potential use of the ATM Program, and the potential for additional asset dispositions make it probable that we will have sufficient cash to meet our financial obligations and continue our business strategy beyond one year from the filing of our condensed consolidated financial statements for the period ended March 31, 2022.

Recent Accounting Pronouncements

There were no new accounting pronouncements issued during 2022 that would affect the Company or have a material impact on its consolidated financial position or results of operations.

Forward-Looking Statements

Some information contained in or incorporated by reference into this Quarterly Report on Form 10-Q may contain forward-looking statements. These statements include comments relating to: (i) projections regarding the Rodeo mine for 2022, including production, payable extraction, anticipated grades, recoveries, estimated unit costs and net operating margin, (ii) our plans regarding further advancement of the El Quevar project; (iii) future evaluation and drilling plans and exploration activities at our exploration properties, including Yoquivo and Sarita Este; (iv) timing of test mining results at Velardeña and the potential restart of mining activities at Velardeña (v) our plans to defend ourself against claims by Unifin if served with notice of a lawsuit; (vi) expectations pertaining to the recovery of VAT refunds from the Mexican government; and (vii) statements concerning our financial condition, business strategies and business and legal risks.

The use of any of the words "anticipate," "continues," "likely," "estimate," "expect," "may," "will," "project," "should," "could," "believe" and similar expressions are intended to identify uncertainties. We believe the expectations reflected in those forward-looking statements are reasonable. However, we cannot assure that these expectations will prove to be correct. Actual results could differ materially from those anticipated in these forward-looking statements as a result of the factors set forth below and other factors set forth in, or incorporated by reference into this report:

Timing duration and overall impact of the COVID-19 pandemic, including

? potential future suspension of activities at Rodeo or the Velardeña Properties

in the event of future orders of the Mexican Federal Government;

Deviations from the projected timing, amount of estimated production and

project costs at Rodeo due to unanticipated variations in grade, unexpected

? challenges associated with our proposed mining plan, volatility in commodity

prices, variations in expected recoveries, increases in projected operating or

capital costs or delays in commencement of or interruptions in production;

? Higher than anticipated care and maintenance costs at the Velardeña Properties

in Mexico or at El Quevar in Argentina;

Risks related to the El Quevar project in Argentina, including unfavorable

? results from our evaluation activities and whether the option with respect to

the El Quevar project is exercised pursuant to the terms of the Earn-in

Agreement;

? Decreases in silver and gold prices;

Whether we are able to raise the necessary capital required to continue our

? business on terms acceptable to us or at all, and the likely negative effect of

volatility in silver and gold prices or unfavorable exploration results;




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Unfavorable results from exploration at the Yoquivo, Sarita Este, Sand Canyon

? or other exploration properties and whether we will be able to advance these or

other exploration properties;

The Rodeo project, including inaccuracies in our assumptions and projections

? contained in the Rodeo PEA (including life of mine and production

expectations), and our plans for further exploration drilling;

Variations in the nature, quality and quantity of any mineral deposits that are

or may be located at the Velardeña Properties or our exploration properties,

? changes in interpretations of geological information, unfavorable results of

metallurgical and other tests, and the timing and scope of our further

evaluation activities at the Velardeña Properties;

Potential delays in our exploration activities or other activities to advance

properties towards mining resulting from environmental consents or permitting

? delays or problems, accidents, problems with contractors, disputes under

agreements related to exploration properties, unanticipated costs and other

unexpected events;

? Our ability to retain key management and mining personnel necessary to

successfully operate and grow our business;

? Economic and political events affecting the market prices for gold, silver,

zinc, lead and other minerals that may be found on our exploration properties;

Political and economic instability in Mexico, Argentina, and other countries in

? which we conduct our business and future actions of any of these governments

with respect to nationalization of natural resources or other changes in mining

or taxation policies;

? Volatility in the market price of our common stock; and

? The factors discussed under "Risk Factors" in our Annual Report on Form 10-K

for the year ended December 31, 2021.

Many of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such expectations may prove to be materially incorrect due to known and unknown risks and uncertainties. You should not unduly rely on any of our forward-looking statements. These statements speak only as of the date of this quarterly report on Form 10-Q. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect future events or developments.

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