−Removed: Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: repurchase activity during the three months ended September 30, 2025 was as follows:
−Removed: July 1, 2025 to July 31, 2025
−Removed: August 1, 2025 to August 31, 2025
−Removed: September 1, 2025 to September 30, 2025
−Removed: 2024, following approval by the Company’s Board of Directors, stockholders holding all of the Company’s outstanding preferred
−Removed: stock approved a stock repurchase program (the “Repurchase Program”), pursuant to which the Company is authorized to
−Removed: purchase up to $1 million of its common stock over an unlimited time period.
−Removed: Repurchases under the Repurchase Program (i) shall be
−Removed: effectuated from time to time in the open market at prevailing market prices, in privately negotiated transactions, pursuant to one
−Removed: or more Rule 10b5-1 plans, or otherwise, (ii) shall be in accordance with the terms of Rule 10b-18 promulgated under the Exchange
−Removed: Act, and (iii) shall be made in accordance with applicable laws and regulations in effect from time to time.
+Added: Unregistered Sales of Equity Securities
+Added: and Use of Proceeds
+Added: Effective January 28, 2026, we issued shares of
+Added: restricted common stock, representing compensation for services to be rendered in 2026 and 2027, to the Company’s executive officers
+Added: and Board members as follows:
+Added: Bryan McLaren
+Added: Chairman of the Board, Chief Executive Officer and Chief Financial Officer
+Added: Berekk Blackwell
+Added: President and Chief Operating Officer
+Added: Independent Director
+Added: Independent Director
+Added: Independent Director
+Added: Such issuances are subject to forfeiture, depending
+Added: on continued employment or service with the Company.
+Added: If a recipient voluntarily resigns or is terminated for cause prior to December 31,
+Added: 2027, the recipient must return to the Company a pro-rata portion of the issued shares, calculated on a monthly basis.
+Added: If a change of
+Added: control occurs at any time prior to December 31, 2027, all clawback provisions will automatically terminate and each recipient will retain
+Added: 100% of the issued shares, free of any repayment obligation.
+Added: Effective January 28, 2026, we issued 150,000
+Added: shares of restricted common stock, representing compensation for services to be rendered in 2026 and 2027, to Mr.
+Added: is subject to forfeiture, depending on Mr.
+Added: Moroney’s continued employment or service with the Company.
+Added: Moroney voluntarily
+Added: resigns or is terminated for cause prior to December 31, 2027, he must return to the Company a pro-rata portion of the issued shares,
+Added: calculated on a monthly basis.
+Added: If a change of control occurs at any time prior to December 31, 2027, all clawback provisions will automatically
+Added: terminate and Mr.
+Added: Moroney will retain 100% of the issued shares, free of any repayment obligation.
+Added: The above shares were issued without prior registration in reliance
+Added: upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated
Defaults Upon Senior Securities
Mine Safety Disclosures
+Added: Not applicable.
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.