Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Effective January 28, 2026, we issued shares of
restricted common stock, representing compensation for services to be rendered in 2026 and 2027, to the Company’s executive officers
and Board members as follows:
Name
Position
No. of
Shares of
Restricted
Common
Stock
Bryan McLaren
Chairman of the Board, Chief Executive Officer and Chief Financial Officer
250,000
Berekk Blackwell
President and Chief Operating Officer
150,000
Art Friedman
Independent Director
200,000
David G. Honaman
Independent Director
200,000
Cole Stevens
Independent Director
200,000
Such issuances are subject to forfeiture, depending
on continued employment or service with the Company. If a recipient voluntarily resigns or is terminated for cause prior to December 31,
2027, the recipient must return to the Company a pro-rata portion of the issued shares, calculated on a monthly basis. If a change of
control occurs at any time prior to December 31, 2027, all clawback provisions will automatically terminate and each recipient will retain
100% of the issued shares, free of any repayment obligation.
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Effective January 28, 2026, we issued 150,000
shares of restricted common stock, representing compensation for services to be rendered in 2026 and 2027, to Mr. Moroney. The issuance
is subject to forfeiture, depending on Mr. Moroney’s continued employment or service with the Company. If Mr. Moroney voluntarily
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,
calculated on a monthly basis. If a change of control occurs at any time prior to December 31, 2027, all clawback provisions will automatically
terminate and Mr. Moroney will retain 100% of the issued shares, free of any repayment obligation.
The above shares were issued without prior registration in reliance
upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated
thereunder.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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