Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 22, 2026, the Company
completed a private placement of 3,740,000 shares of its common stock, $0.01 par value per share, at a purchase price of $0.2290 per share,
to Streamline Metals Capital Ltd., for aggregate gross proceeds of approximately $856,463. The shares were issued and sold in reliance
on the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof and/or
Regulation D or Regulation S thereunder.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not applicable.
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