What changed in this filing

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Item 1. Business

2025-02-27 compared with 2024-04-16 · 128 added, 93 removed, 101 unchanged (69% of the section changed)

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and its subsidiaries.

vision is to develop a world-class portfolio of critical minerals and materials projects.

The diversity of our portfolio would provide

an integrated solution to the challenges facing the critical minerals and materials industry.

Global Energy Transition

energy is expected to overtake coal by 2025 as the world’s largest source of electricity ( Source:

“The Clean Energy Future is Arriving Faster Than You Think,” NY Times, August 12, 2023).

The growth in renewable energy

is exponential.

the U.S., the Secretary of Energy pursuant to authority under the Energy Act of 2020 determines the list of critical minerals and materials.

vision is to secure reliable access to critical minerals and metals for the U.S., its allies, and partners.

We expect to accomplish this

by developing a world-class portfolio of critical minerals and materials projects.

The diversity of our portfolio will provide an integrated

solution to the challenges facing the critical minerals and materials industry in the U.S.

Minerals Underpin U.S.

Economic Security and National Defense

relies on critical minerals flow for its National Defense and Economic Security.

The defense of our nation is contingent on the

ability to manufacture the elements that collectively represent our national military power.

Equally important is the critical mineral

flow that fuels our nation’s economy, providing the elementary materials that support all technology innovation, manufacturing,

and energy sectors, to name only a few.

is dependent on foreign sources for almost all of the critical minerals that serve as the foundational building blocks for the industries

that underpin our nation’s defense as well as those that are serving as the primary engine for our economic strength and growth.

sectors are rapidly exposing vulnerabilities in the current supply chain.

Our strategic focus is on securing a reliable supply of critical

minerals essential for national defense, economic stability, advanced manufacturing, and energy infrastructure.

Recent examples of these

vulnerabilities are China’s announcements to ban export of important, dual use minerals, such as the announcement in December 2024

banning antimony, tungsten, and tantalum, as well as additional bans affecting tungsten and indium in February of 2025.

the U.S., the Secretary of Interior pursuant to authority under the Energy Act of 2020, acting through the director of the U.S.

Survey, determines the list of critical minerals and materials.

The final 2022 list of critical minerals includes the following 50 minerals:

Aluminum, antimony,

arsenic, barite, beryllium, bismuth, cerium, cesium, chromium, cobalt, dysprosium, erbium, europium, fluorspar, gadolinium, gallium,

germanium, graphite, hafnium, holmium, indium, iridium, lanthanum, lithium, lutetium, magnesium, manganese, neodymium, nickel, niobium,

palladium, platinum, praseodymium, rhodium, rubidium, ruthenium, samarium, scandium, tantalum, tellurium, terbium, thulium, tin, titanium,

tungsten, vanadium, ytterbium, yttrium, zinc, and zirconium.

Aluminum, antimony, arsenic, barite, beryllium, bismuth, cerium, cesium, chromium, cobalt, dysprosium,

erbium, europium, fluorspar, gadolinium, gallium, germanium, graphite, hafnium, holmium, indium, iridium, lanthanum, lithium, lutetium,

magnesium, manganese, neodymium, nickel, niobium, palladium, platinum, praseodymium, rhodium, rubidium, ruthenium, samarium, scandium,

tantalum, tellurium, terbium, thulium, tin, titanium, tungsten, vanadium, ytterbium, yttrium, zinc, and zirconium.

Energy Act of 2020 also requires the Secretary of Energy, acting through the Undersecretary for Science and Innovation, in conjunction

with other departments, to determine the Critical Materials List.

The Final 2023 Critical Materials list has 18, of which only four do

not appear on the Critical Minerals List.

The full list of critical materials includes aluminum, cobalt, copper*, dysprosium, electrical

steel* (grain-oriented electrical steel, non-grain-oriented electrical steel, and amorphous steel), fluorine, gallium, iridium, lithium,

magnesium, natural graphite, neodymium, nickel, platinum, praseodymium, terbium, silicon*, and silicon carbide* (asterisked materials

are unique to the critical materials list).

vital market for critical minerals and metals is the enabling component of the vital transition

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minerals represent.

The future of the nation’s economic security and our national defense industry is reliant on an uninterrupted

supply chain of minerals and metals.

ability to generate, transmit, distribute, and store energy is at the center of all U.S.

industrial capacity.

Key examples that highlight

the growing importance that critical minerals play in the increasing demand for energy are renewable energy generation, electric vehicle

(EV) market growth, Artificial Intelligence (AI), data center expansion, cryptocurrency mining, among many other existing and developing

lithium, cobalt, and graphite are used in batteries.

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of wind turbines and electric motors.

An unstable supply of these minerals threatens the continued growth of renewable energy.

supported by copper, nickel, and rare earths are also required for the robust energy infrastructure,

power distribution, and thermal management demanded by the increasing demand for energy.

Additional essential minerals like aluminum

and neodymium are critical for transmission lines, transformers, and high-efficiency motors.

An unstable supply of these minerals threatens

the ability to meet the continued growth of demand for energy.

chart in figure 1 depicts the projected growth of the demand for specific minerals that provide the base material for the manufacturing

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Organizational Chart

is currently anticipated that M2i’s structure will be built upon three separate business units with standalone P&Ls to carry

on the Company’s objectives.

Each P&L will be led by a vice president, who will work with a management team focused on implementing

and building each effort into a business line, taking advantage of federal and state incentives, and building its own profit and loss

contributions to the overall organization.

structure will be built upon three separate business units with standalone P&Ls to carry on the Company’s objectives.

P&L, led by a vice president, will work with a management team focused on implementing and building each business line and contribute

respectively to the overall organization.

The vice presidents will report to the president/chief executive officer of the Company.

business development will be a cross-functional discipline whose responsibilities cut across the organization.

M2i will establish a finance

department, staffed by a Director of Finance and Controller to ensure the effective and efficient management of funds, and to implement

appropriate accounting controls.

Primary Minerals & Metals

primary business purpose of M2i PMM will be to develop and supply the U.S.

will establish a finance department, staffed by a Director of Finance and Controller to ensure the effective and efficient management

of funds, and to implement appropriate accounting controls.

Mining, Processing, & Refining

primary business purpose of M2i MPR is to develop and supply the U.S.

sanctioned value chain of critical metals needed by the U.S.

and its free trade partners.

M2i PMM will supply the 50 critical minerals and Rare Earth Elements (“REE”) as defined by the

Geologic Survey 2022.

These minerals will be sourced globally from mines adhering to ethical extraction principles and guidelines.

Company expects to enter several strategic alliances (“SAs”) to further its business objectives;

its free trade partners.

M2i MPR will supply the 50 critical minerals, including the rare earth elements (“REE”) as defined

Geologic Survey in 2022, as well as the 18 critical materials defined by the U.S.

Department of Energy in 2023.

These minerals

will be sourced globally from mines adhering to ethical and sustainable extraction principles and guidelines.

Company’s focus is to enter strategic alliances (“SAs”) to further its business objectives;

namely through multiple

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and processes in extracting and processing minerals.

Our efforts, and particularly our JVs, will be focused on delivering guaranteed

access to critical minerals and metals for national defense and economic security.

we are in negotiations with Reforme Group (“Reforme”), an Australian mining and recycling company to enter into a strategic

alliance agreement (the “SA Agreement”) wherein Reforme and M2i will create an Australian proprietary limited company (“M2iAust”) to source and trade critical metals and strategic minerals.

It is currently anticipated that M2i and Reforme Group will

each be equal shareholders in M2iAust.

It is currently anticipated that the SA Agreement will enable us to capitalize on Reforme’s

expertise in critical minerals.

Reforme is an innovative Australian mining services, infrastructure, recycling, and renewables company

with specialized expertise in the development of green and brown field mining projects with the demonstrated capability in end-to-end

management of mine operations, processing, logistics and off-take negotiations.

Our efforts, and particularly our SAs will be focused on delivering guaranteed access

to critical minerals and metals for national defense and economic security.

we have entered into a strategic alliance (SA) with Reforme Group (“Reforme”), an Australian mining and recycling company

(the “SA Agreement”) wherein Reforme and M2i will create an Australian proprietary limited company (“M2iAust”)

to source and trade critical metals and strategic minerals.

It is currently anticipated that M2i and Reforme Group will each be equal

shareholders in M2iAust.

It is currently anticipated that the SA Agreement will enable us to capitalize on Reforme’s expertise

in critical minerals.

Reforme is an innovative Australian mining services, infrastructure, recycling, and renewables company with specialized

expertise in the development of green and brown field mining projects with the demonstrated capability in end-to-end management of mine

operations, processing, logistics and off-take negotiations.

SA will play a pivotal role in advancing the critical minerals supply chain and contributing to the global energy transformation.

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agreements to secure offtake from Reforme and third parties for offtake which will be sold to M2i in subsequent offtake agreements.

JV has a term of 5 years unless agreed otherwise.

SA has a term of 5 years unless agreed otherwise.

By leveraging their combined expertise and resources, the partners intend to establish

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Climate, Critical Minerals, and Clean Energy Transformation Compact.

The Company’s subsidiary,

Minerals and Metals Corp.,(“USMM”) has assigned its two contracts with Lyons Capital, LLC to the parent Company, M2i

On February 23, 2023, USMM, and Lyons Capital, LLC (“Lyons”) entered into a business development agreement wherein

Lyons agreed to act as Senior Strategic and Business Development Advisor to USMM for a term of 10 years (the “BDA”).

received, on January 2, 2024, and on the first business day of each year thereafter 10,000,000 shares of USMM’s common stock in

exchange for a purchase price of $1,000 per year.

The BDA may be terminated by either party for any reason effective upon the first business

day of the calendar year following the termination notice provided at least 30 days in advance.

Lyons and USMM also entered into

the Wall Street Conference Business Development Agreement on February 23, 2023 (the “WSCA”), which was also assigned to the

parent Company, M2i Global, Inc.

In the WSCA, Lyons agreed, for a term of 5 years, to provide USMM with a yearly event sponsorship, including

a speaking slot at the Wall Street Conference organized by Lyons, and introductions to, among others, personnel for business development

opportunities.

In exchange, Lyons will receive $2,000,000 per year in either cash or shares of USMM.’s common stock (if elected,

the issuance of shares will be issued at a purchase price of $200 per year).

Pursuant to the Agreement and

Plan of Merger, dated as of May 12, 2023, and entered into by and among Inky, Inc.

M and M Acquisition Corp.

and Metals Corp., which is annexed hereto as exhibit 2.01 below, at the time of consummation of the merger, all shares of USMM were simultaneously

converted into shares of M2i Global, Inc.’s common stock, and thus, any shares issued by USMM pursuant to the BDA or WSCA, as referenced

above are now issued from M2i Global, Inc.

Recycled Minerals &Metals

Company’s subsidiary, U.S.

Minerals and Metals Corp.,(“USMM”) has assigned its two contracts with Lyons Capital, LLC

to the parent Company, M2i Global, Inc.

On February 23, 2023, USMM, and Lyons Capital, LLC (“Lyons”) entered into a business

development agreement wherein Lyons agreed to act as Senior Strategic and Business Development Advisor to USMM for a term of 10 years

Lyons received, on January 2, 2024, and on the first business day of each year thereafter 10,000,000 shares

of USMM’s common stock in exchange for a purchase price of $1,000 per year.

The BDA may be terminated by either party for any reason

effective upon the first business day of the calendar year following the termination notice provided at least 30 days in advance.

and USMM also entered into the Wall Street Conference Business Development Agreement on February 23, 2023 (the “WSCA”), which

was also assigned to the parent Company, M2i Global, Inc.

In the WSCA, Lyons agreed, for a term of 5 years, to provide USMM with a yearly

event sponsorship, including a speaking slot at the Wall Street Conference organized by Lyons, and introductions to, among others, personnel

for business development opportunities.

In exchange, Lyons will receive $2,000,000 per year in either cash or shares of USMM.’s

common stock (if elected, the issuance of shares will be issued at a purchase price of $200 per year).

to the Agreement and Plan of Merger, dated as of May 12, 2023, and entered into by and among Inky, Inc.

M and M Acquisition

Minerals and Metals Corp., which is annexed hereto as exhibit 2.01 below, at the time of consummation of the merger, all

shares of USMM were simultaneously converted into shares of M2i Global, Inc.’s common stock, and thus, any shares issued by USMM

pursuant to the BDA or WSCA, as referenced above are now issued from M2i Global, Inc.

Scrap & Recycling

has identified an opportunity to establish a source of critical minerals from scrap and recycling of metals currently reaching their

end of life in their current use.

Small and medium sized scrap metal recycling yards present an opportunity as many are family owned,

with a good solid business, but are reaching the end of their succession plan and will need to close or sell.

The scrap and recycling

businesses we are considering provide low risk with good cash flow.

The S&R Division acquisitions are an early emphasis for M2i and

will generate steady revenue and profit.

metals are of vital importance for the defense sector across the air, sea, and land domains.

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arises from the fact that no recycling company, to our knowledge, has successfully accomplished this on a large scale thus far.

Government and Industry Affairs

Government and Industry Affairs is the business unit established with the goals of aligning U.S.

policy in terms of industry requirements

and national interests.

The cornerstone of the value proposition of M2i GIA is the creation and management of the Strategic Minerals

Reserve (“SMR”) in collaboration with the federal government to enable an uninterrupted supply of the most critical minerals

and metals to mitigate the current and future vulnerabilities of this vital supply chain.

We expect the SMR to augment or enhance the

National Defense Stockpile.

GIA will focus on two key efforts, the implementation of the SMR and the ongoing liaison with the government at the federal, state, and

Government and Defense Industrial Base

Government and Defense Industrial Base (“DIB”) is the business unit established with the goals of aligning U.S.

terms of industry requirements and national interests.

The cornerstone of the value proposition of M2i DIB is the creation and management

of the Strategic Minerals Reserve (“SMR”) in collaboration with the federal government to enable an uninterrupted supply

of the most critical minerals and metals to mitigate the current and future vulnerabilities of this vital supply chain.

We expect the

SMR to augment or enhance the National Defense Stockpile.

DIB will focus on two key efforts, the implementation of the SMR and the ongoing liaison with the government at the federal, state, and

local levels.

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congressional support in Nevada and are working to receive both an authorization in the annual National Defense Authorization Act as

well as, an appropriation of funding to enable the implementation of the SMR.

M2i GIA also aims to establish a collaboration with Hawthorne

Army Depot, located in Hawthorne, Nevada, to obtain the storage and administrative space to conduct a pilot demonstration.

ongoing liaison with select members of the congressional contingent from Nevada will act to ensure that the SMR pilot retains the focus

well as an appropriation of funding to enable the implementation of the M2i.

DIB also aims to establish a collaboration with Hawthorne

Army Depot, located in Hawthorne, Nevada, to obtain storage and administrative space to conduct a pilot demonstration.

ongoing liaison with selected members of the congressional contingent from Nevada will act to ensure that the SMR pilot retains the focus

of each respective office.

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estimate that our first two years of operation will require $20-30 million.

Our aim is to obtain government funding to meet this need.

Our aim is to augment the capital raised with obtaining government

funding to meet this need.

Company, upon achieving its business objectives, believes it will be one of the only companies that operates across the full spectrum

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Outside of the six (6) major rare earth producers in

China, and those consolidated under their production quotas—there are only two other producers operating at scale, MP Materials

and Lynas, which processes its rare earth materials in Malaysia.

The Company’s competitors may have greater financial resources,

as well as other strategic advantages to maintain, improve and possibly expand their facilities.

China, and those consolidated under their production quotas-there are only two other producers operating at scale, MP Materials and Lynas,

which processes its rare earth materials in Malaysia.

The Company’s competitors may have greater financial resources, as well as

other strategic advantages to maintain, improve and possibly expand their facilities.

is possible that when the Company achieves its anticipated production rates and other planned products, the increased competition could

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and increased competition, whether legal or illegal, may result in price reductions, reduced margins and loss of potential market share,

any of which could materially adversely affect our profitability.

any of which could materially and adversely affect our profitability.

Additionally,

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factors, including less stringent environmental regulations.

If we are not able to achieve anticipated costs of production, then any

If we are not able to achieve the projected costs of production, then any

strategic advantages that our competitors may have over us, such as lower labor and production costs, could have a material adverse effect

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that have access to capital markets, and to other funding sources that may be unavailable to the Company.

There can be no assurance the

Company will be able to compete successfully against current or future competitors or that competitive pressures faced by the Company

There can be no guarantee that

the Company will be able to compete successfully against current or future competitors or that competitive pressures faced by the Company

will not materially adversely affect its business, operating results, and financial condition.

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waste disposal, protection of the environment, mine safety, hazardous substances and other matters.

believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed

in the United States.

believe that we are and will continue to be compliant in all material respects with applicable statutes and the regulations passed in

the United States.

There are no current orders or directions relating to our Company with respect to the foregoing laws and regulations.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business