Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During
the three months ended March 31, 2026, and through the date of this Quarterly Report on Form 10-Q, the Company issued the following
shares of its common stock in transactions not registered under the Securities Act of 1933, as amended (the “Securities Act”):
On April
6, 2026, the Company issued 243,300 shares of common stock to Leviston Resources, LLC at a price of $0.001 per share, pursuant to the
terms of of an existing financing agreement with the holder.
On April
16, 2026, the Company issued 50,000 shares of common stock to Agile Hudson Partners LLC at a price of $0.40 per share, pursuant to the
terms of an existing financing agreement with the holder.
On April
17, 2026, the Company issued 50,000 shares of common stock to FirstFire Global Opportunities Fund, LLC at a price of $0.40 per share,
pursuant to the terms of an existing financing agreement with the holder.
On April
28, 2026, the Company issued 25,664 shares of common stock to AJB Capital Investments, LLC at a price of $0.40 per share, pursuant to
the terms of their Series A preferred shares.
On April
28, 2026, the Company issued 21,739 shares of common stock to Michael D. Farkas, the Company’s Chief Executive Officer, at a price of
$0.40 per share, pursuant to Series B preferred shares. The issuance to Mr. Farkas constitutes a related party transaction.
Each
of the issuances described above was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities
Act and/or Rule 506(b) of Regulation D promulgated thereunder. Each recipient represented to the Company that it was an “accredited
investor” as defined in Rule 501(a) of Regulation D, was acquiring the securities for investment and not with a view to, or for
resale in connection with, any distribution thereof, and had access to information about the Company sufficient to make an informed investment
decision. The book-entry positions representing the shares are subject to customary restrictive legends under the Securities Act. No
underwriting discounts or commissions were paid in connection with these issuances, and there was no general solicitation or advertising.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
Not
applicable.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
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