Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Each
issuance of securities was issued without registration in reliance of the exemption from registration Section 3(a)9 of the Securities
Act of 1933.
Date
Transaction
Consideration
Shares
Issued
Number of shares outstanding March 1, 2026
267,872,804
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
—
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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
—
June 3, 2026
Convertible debt issuance*
$230,000 Convertible note that converts at
65% of the lowest traded prices 20 prior trading days
—
June 9, 2026
Convertible debt issuance*
$55,000 Convertible note that converts at 65%
of the lowest traded prices 10 prior trading days
—
June 9, 2026
Convertible debt issuance*
$110,000 Convertible note that converts at
65% of the lowest traded prices 10 prior trading days
—
June 12, 2026
Debt exchange*
$89,700 including $75,200 in principal and
$14,500 in accrued interest exchanged for common shares at a fair value of $138,000 for a loss on settlement of debt of $48,300
12,000,000
June 15, 2026
Convertible debt issuance*
$165,000 Convertible note that converts at
65% of the lowest traded prices 10 prior trading days
—
June 20, 2026
Convertible debt issuance*
$157,000 Convertible note that converts at
65% of the lowest traded prices 10 prior trading days
—
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June 24, 2026
Convertible debt issuance*
$166,667 Convertible note that
converts at 60% of the lowest traded prices 20 prior trading days
—
July 8, 2026
Debt conversion*
$10,000 in principal and $610 in accrued interest
for common shares
1,441,576
July 13, 2026
Share cancellation
Cancellation of March 25, 2026 shares issued
a returnable commitment fee
(14,100,000 )
July 21, 2026
Debt conversion*
$20,000 in principal and $1,307 in accrued
interest for common shares
3,859,904
July 22, 2026
Debt exchange*
$80,730 in principal exchanged for common shares
at a fair value of $126,000 for a loss on settlement of debt of $45,270
18,000,000
July 29, 2026
Debt conversion*
$20,000 in principal and $1,360 in accrued
interest for common shares
4,306,452
August 8, 2026
Series C conversion*
62 Series C shares at a redemption value of
$ 81,468
20,811,189
August 6, 2026
Debt conversion*
$20,000 in principal and $1,413 in accrued
interest for common shares
4,866,666
August 11, 2026
Convertible debt issuance*
$209,300 Convertible note that converts at
65% of the lowest traded prices 10 prior trading days
—
August 13, 2026
Debt conversion*
$20,000 in principal and $1,460 in accrued
interest for common shares
4,877,273
August 19, 2026
Convertible debt issuance*
$150,000 Convertible note that converts at
65% of the lowest traded prices 20 prior trading days
—
August 21, 2026
Series C conversion*
47 Series C shares at a redemption value of
$ 61,758
21,319,222
August 24, 2026
Debt conversion*
$20,000 in principal and $1,917 in accrued
interest for common shares
8,206,302
August 25, 2026
Debt conversion*
$20,000 in principal and $1,925 in accrued
interest for common shares
8,208,841
August 26, 2026
Debt exchange*
$69,660 in principal exchanged for common shares
at a fair value of $162,000 for a loss on settlement of debt of $92,340
27,000,000
March 1, 2026-August 31,
2026
Other registered sales
Various prices
123,765,723
Number of shares outstanding August 31,
2026
596,259,245
*
Sold under rule 144
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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.