Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds :
On January 13, 2026, the Company
entered into securities purchase agreements with Carlos Graf Fernandez and John M. Potter providing for the issuance and sale of 700,000
and 333,333 shares of the Company’s common stock, respectively. The aggregate gross proceeds from the sale of these shares was approximately
$155,000. The sale proceeds were used for general operating purposes.
Item
3. Defaults Upon Senior Securities : None
Item
4. Mine Safety Disclosures :
The
information concerning mine safety violations and other regulatory matters is filed as Exhibit 95 to this Form 10-Q pursuant to the requirements
of Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104).
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