Item 2. Unregistered Sales of Equity Securities
ITEM 2 – UNREGISTERED SALES OF EQUITY
SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUIRY SECURITIES
On March 3, 2025, the Company issued 27,500 shares
of its common stock at a deemed price of $1.86 per share to one entity pursuant to consulting agreement. We relied upon the exemption
from registration under the Securities Act provided by Rule 506(b) or Section 4(a)(2) of the United States Securities Act of 1933, as
amended (the “ U.S. Securities Act ”) for the issuance of the shares to the entity that is a U.S. person.
On May 28, 2025, the Company issued an aggregate
of 940,000 shares of its common stock at a price or deemed price of $2.50 per share to 8 individuals due to the closing of a private placement,
which resulted in the receipt of $950,000 in cash and the settlement of an outstanding liability of $1,400,000. We relied upon the exemption
from registration under the U.S. Securities Act provided by Rule 903 of Regulation S promulgated under the U.S. Securities Act for the
issuance of the shares to the 8 individuals who were non-U.S. persons as the securities were issued to the individuals through offshore
transactions which were negotiated and consummated outside the United States.
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
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