Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.
During the three months ended January 31,
2021, we issued an aggregate of 6.6 million unregistered shares of common stock to our executive officers pursuant to their respective
2021 executive compensation agreement as disclosed in this Report. The non-cash expense for this share issuance totaled $44,220.
During the three months ended January 31,
2021, we issued an aggregate of 9 million stock options to our three executive officers pursuant to their respective 2021 executive
compensation agreement. The non-cash expense for these stock options totaled $38,344.
All such securities were issued without
registration under the Securities Act in reliance upon the exemption afforded by Section 4(a)(2) of that Act based on the limited
number of investors, the sophistication of the individuals involved and the use of restrictive legends on the securities issued
to prevent a public distribution of the relevant securities. No underwriters were involved in any of these issuances.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
Not applicable.
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