Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Date
Transaction
Consideration
Shares Issued
March 9, 2026
Debt exchange*
$224,000 in accrued interest exchanged for common shares at a fair value of $280,000 for a loss on settlement of debt of $56,000
7,000,000
March 12, 2026
Common share issuance
Rounding shares on reverse split
43
March 19,2026
Series C share issuance*
Issuance of 222 Series C Convertible Preferred including 22 Series C share Commitment fee for proceeds of $200,000
—
March 19,2026
Conversion of Series C Preferred Shares*
Conversion of 165 Series C shares for fair value of $216,810
13,550,625
March 20,2026
Debt exchange*
$112,000 in accrued interest exchanged for common shares at a fair value of $630,700 for a loss on settlement of debt of $518,700
7,000,000
March 25,2026
Convertible debt issuance*
$110,000 Convertible note that converts after 180 days at 80% of the lowest traded price 15 prior trading days
—
March 25, 2026
Convertible debt issuance*
$630,000 Convertible note that converts after 180 days with penalty at 20% of the lowest traded price 15 prior trading days. This loan was repaid May 5, 2026.
—
March 25, 2026
Common share issuance*
Commitment fee returnable to the Company as $630,00 debt was repaid on May 5, 2025
14,100,000
April 9, 2026
Convertible debt issuance*
$257,000 Convertible note that converts after 180 days at 65% of the average of the three lowest traded prices 10 prior trading days
—
April 20, 2026
Convertible debt issuance*
$277,778 Convertible note that converts at 75% of the lowest traded prices 10 prior trading days
—
April 20, 2026
Common share issuance*
Commitment fee on April 20 ,2026 convertible note
5,000,000
May 1, 2026
Convertible debt issuance*
$257,000 Convertible note that converts after 180 days at 65% of the average of the three lowest traded prices 10 prior trading days
—
February 11, 2025
Series C share issuance*
Issuance of 306 Series C Convertible Preferred for cash proceeds of $278,580
April 27, 2026
Debt exchange*
$185,600 in accrued interest exchanged for common shares at a fair value of $220,800 for a loss on settlement of debt of $35,200
8,000,000
May 4, 2026
Convertible debt issuance*
$700,000 Convertible note that converts at 65% of the lowest closing bid prices 10 prior trading days
—
May 4, 2026
Common share issuance*
Commitment fee issuable on May 4 ,2026 convertible note (2)
1,250,000
May 5, 2026
Debt exchange*
$80,000 in accrued interest exchanged for common shares at a fair value of $100,000 for a loss on settlement of debt of $20,000
5,000,000
May 6, 2026
Conversion of Series C Preferred Shares*
Conversion of 40 Series C shares for fair value of $52,560
3,285,000
May 12, 2026
Conversion of Series C Preferred Shares*
Conversion of 93 Series C shares for fair value of $122,202
7,637,625
May 27, 2026
Debt exchange*
$144,300 in principal and accrued interest exchanged for common shares at a fair value of $222,000 for a loss on settlement of debt of $77,700
12,000,000
May 29, 2026
Convertible debt issuance*
$138,889 Convertible note that converts at 65% of the lowest traded prices 10 prior trading days
—
March 1, 2026-May 31, 2026
Other registered sales
Various prices
36,786,492
Number of shares outstanding May 31, 2026
388,482,589
*
Sold under rule 144
- 34 -
Table of Contents
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
The
Company has not defaulted upon senior securities.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable to the Company.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.