NOTE 8 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized share capital of 10,000,000 shares of preferred stock with par value of $0.001.

On January 12, 2024, we entered into Unit Subscription Purchase Agreements (“Subscription Agreements”) with purchasers for an aggregate of 23 (“Units”) at a price of $12,000 per Unit. Each Unit was comprised of one (1) share of Series A Convertible Non-Voting Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), and (ii) 3,125 common stock purchase warrants (the “Warrants”). The rights and preferences of the Series A Preferred Stock, include without limitation, the right of each holder thereof to convert each share of Series A Preferred Stock into 2,500 shares of the Company’s common stock, par value $0.001 par value per share as set forth in the Certificate of Designation of Series A Convertible Non-Voting Preferred Stock (the “Certificate of Designation”). The Warrant holders have the right to exercise the Warrants for three (3) years at an exercise price of $4.80 per share of common stock. The Units were offered and sold in reliance upon exemptions from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder. The Company agreed to file a registration statement to cover the resale of the shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, and upon the exercise of the Warrants. The Company intended to utilize the net proceeds from the sale of the Units in the Offering for working capital and general corporate purposes.

The warrants issued through January 31, 2024, had a Black-Scholes fair value of $156,746 for the 56,250 warrants issued.

 SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS 

Between February 2024 and January 2025, we entered into Subscription Agreements with certain accredited investors (each, a “Subscriber” and collectively, the “Subscribers”), pursuant to which the Company offered and sold to the Subscribers in a private placement offering (the “Offering”), Units for a purchase price of $12,000 per Unit, for gross proceeds of $2,084,040. Each Unit consists of one (1) share of the Company’s Series A Preferred Stock, and (ii) 3,125 Warrants. Each share of Series A Preferred Stock converts into 2,500 shares of the Company’s common stock. The Warrant entitles the holders to shares of common stock for three (3) years, at an exercise price of $4.80 per share.

Between August 6, 2025 and October 16, 2025, all shareholders of Series A Preferred Stock converted their collective 196.67 shares of Series A Preferred Stock into 491,667 shares of common stock.

As of July 31, 2026, and January 31, 2026, the Company had 0 and 0 shares of Series A Preferred Stock issued and outstanding, respectively.

Common Stock

The Company has authorized share capital consisting of 500,000,000 shares of common stock with par value of $0.001.

On February 24, 2025, a warrant holder exercised a warrant for 11,250 shares of common stock for $54,000.

On March 25, 2025, a warrant holder exercised a warrant for 11,250 shares of common stock for $54,000.

On April 30, 2025, Brodkey and Scannell elected to convert accrued compensation of $42,500 and $87,500 into 7,083 and 14,583 shares of common stock, respectively. Additionally, other parties converted $147,500 of accrued compensation into 52,900 shares of common stock.

On May 16, 2025, a warrant holder exercised a warrant for 11,250 shares of common stock for $54,000 at an exercise price of $4.80 per share.

On May 30, 2025, a vendor converted a payable for $50,000 into 10,417 shares of common stock. The conversion rate was $4.80 per share.

On June 17, 2025, a vendor converted a payable for $150,000 into 31,250 shares of common stock. The conversion rate was $4.80 per share.

On July 25, 2025, a vendor was issued 41,667 shares of common stock valued at $200,000 for services. The conversion rate was $4.80 per share.

On July 31, 2025, Mr. Brodkey and Mr. Scannell elected to convert accrued compensation of $42,500 and $87,500 into 6,071 and 12,500 shares of common stock, respectively. Additionally, other parties converted $67,500 of accrued compensation into 9,643 shares of common stock. The conversion rate was $7.00 per share.

On August 18, 2025, Mr. Rudofsky exercised a warrant for 8,333 shares of common stock at an exercise price of $3.00 per share.

On October 13, 2025, a consultant with a balance due in combined expense reimbursements and compensation of $46,048 in the aggregate utilized those payables for the value of the exercise price of warrants held by the consultant. The actual number of warrants (with an exercise price of $3.00 per share) exercised was 23,812, which was exercised into the same amount of shares of common stock, valued at $71,464. The Company incorrectly duplicated the open payable for compensation in the amount of $25,416 in the warrant exercise. The duplication of $25,416 was recorded as an other receivable at October 31, 2025, which will be offset with future compensation.

On October 31, 2025, Brodkey and Scannell elected to convert accrued compensation of $42,500 and $87,500 into 6,037 and 12,429 shares of common stock, respectively. Additionally, other parties converted $67,500 of accrued compensation into 9,588 shares of common stock. The conversion rate was $7.04 per share.

On December 15, 2025, the Company issued 29,167 shares of common stock to its legal counsel. The shares were valued at $140,000.

On December 20, 2025, 6,842 shares of common stock were issued for round up as part of the reverse split.

On December 23, 2025, Mr. Rudofsky exercised a warrant for 8,333 shares of common stock at an exercise price of $3.00 per share.

On January 15, 2026, the Company issued a third party 6,666 shares of common stock as an incentive for financing.

On January 16, 2026, the Company issued a third party 13,333 shares of common stock as an incentive for financing.

On January 16, 2026, the Company issued a third party 3,333 shares of common stock as an incentive for financing.

On January 31, 2026, Brodkey and Scannell elected to convert accrued compensation of $42,500 and $87,500 into 5,445 and 12,284 shares of common stock, respectively. Additionally, other parties converted $51,667 of accrued compensation into 8,575 shares of common stock. The conversion rate was $7.10 per share.

On March 3, 2026, the Company issued 10,000 shares of common stock to a consultant.

On April 17, 2026, the Company received cash of $1,255,000 from its initial closing in its private placement in exchange for convertible notes payable to several parties. The convertible notes payable had a stated maturity date of April 17, 2027, and were non-interest-bearing, except in the case of default, in which case an 18% interest rate would apply. The convertible notes payable were convertible at $6.00 per share for a voluntary conversion. The notes further stipulated that if the Company has successfully uplisted to the NYSE, the convertible notes payable were to be mandatorily converted at a conversion price equal to the lower of the listing price or 70% of the offering price of $6.50 in the Company’s underwritten offering and listing on the NYSE American. As part of the issuance of the convertible notes payable, each convertible note payable holder also received warrants to purchase common stock, with an expiration date of April 17, 2031, and an exercise price of $6.00 per share, which was adjusted to $4.24375 as a result of the Company’s underwritten offering and uplisting on the NYSE American. On or about July 2, 2026, the Company successfully uplisted to the NYSE American, and the convertible notes converted into an aggregate of 226,332 shares of common stock, which were issued to the note holders.

On May 12, 2026, the Company issued 13,333 shares of common stock of the Company to a consultant for services.

On May 19, 2026, the Company issued 2,857 shares of common stock of the Company to a consultant. The consultant will received common stock valued at $20,000 per quarter for one year.

On May 22, 2026, the Company issued 27,716 shares of common stock of the Company to several consultants.

On May 28, 2026, the Company completed a second closing under the convertible note offering described above for gross proceeds of $185,000. In connection with the second closing, investors received warrants to purchase an aggregate of 30,833 shares of common stock, at an exercise price of $6.00 per share, which was adjusted to $4.24375 as a result of the Company’s underwritten offering and uplisting on the NYSE American. On or about July 2, 2026, the Company successfully uplisted to the NYSE American, and the convertible notes converted into an aggregate of 30,833 shares of common stock, which were issued to the note holders.

On June 22, 2026, the Company issued 4,450 shares of common stock of the Company to a consultant.

On July 2, 2026, in connection with the Company’s listing on the NYSE American, the Company entered into an underwriting agreement pursuant to which it sold 3,712,000 shares of common stock and warrants to purchase 4,723,287 shares of common stock, for an aggregate purchase price of $18,008,768, netting the Company $16,548,166 in cash after payment of various offering expenses and commissions.

On July 2, 2026, the Company entered into director agreements with Atzmon, Herskovits, Moeller, Redfield, and Rudofsky. The agreements provide that each director will be issued common stock valued annually at $35,000, and be issued such stock in quarterly issuances starting on August 1, 2026. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares which are contractually obligated will be issued following shareholder approval.

On July 7, 2026, the Company exercised an option to purchase mining claims by paying $500,000 in cash and $1,500,000 in common stock of the Company, issuing 309,278 shares of common stock to the seller based on the $4.85/share trading price of the Company’s common stock at such time. See Note 4.

On July 7, 2026, Acepac Holdings converted a note payable for $1,000,000 and accrued interest into 305,566 shares of common stock (see Note 6).

On July 28, 2026, with an effective date of April 1, 2026, the Company entered into executive employment agreements with Scannell, Brodkey and Harmon. These agreements provided for the issuance of 250,000, 250,000 and 125,000 shares of common stock, respectively, upon execution of the agreements, vesting over two years. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares which are contractually obligated will be issued following shareholder approval.

On July 31, 2026, the Company agreed to compensate Moeller with 9,091 shares of common stock for services. The Company is required to obtain shareholder approval prior to the issuance of such common stock under NYSE American listing rules, and therefore these shares which are contractually obligated will be issued following shareholder approval.

As of July 31, 2026, and January 31, 2026, the Company had 18,778,604 and 13,938,917 shares issued, issuable, and outstanding, respectively.

As of July 31, 2026, the Company has 634,091 shares of common stock that is contractually obligated to issue and which shares will be issued following shareholder approval.

Options

On January 23, 2023, as part of the RTO, the Company issued stock options for common stock in exchange for options previously issued by ICUMO prior to closing. Including but not limited to those options issued in the RTO, the Company has an aggregate of 1,356,750 outstanding options issued to various officers, directors, and employees, based upon milestones. As of January 31, 2026, and 2025, 1,132,300 and 60,300 options are vested. The exercise price for the options is $2.50, and they expire on December 31, 2032. The Company recognized $378,496 during the period ended January 31, 2025, in stock-based compensation expense related to the estimated vesting of these options. As of January 31, 2026, none of the remaining milestones necessary for these options to vest have been met. The remaining additional compensation to be recognized as these options vest is approximately $568,000 during the fiscal year ending January 31, 2027, based on the current estimated time to reach the milestones.

The remaining vesting milestones required to be met are (1) obtaining an updated PEA, (2) an uplist of the Company’s common stock to a national exchange (which milestone was met during the three months ended July 31, 2026, in connection with the Company’s listing on the NYSE American), and (3) the successful raising of $5 million or more in new capital (which milestone was met during the three months ended July 31, 2026, in connection with the Company’s listing on the NYSE American and underwritten offering). Each of these milestones vest an additional 20% of the options upon being met and were estimated to have a 50% probability of being met as of January 31, 2026, with two of the three milestones met as of July 31, 2026. Management reviews the estimate of meeting each probability as well as the related timing at each reporting period.

On March 3, 2026, the Company issued Rudofsky, Brodkey and Scannell 268,000, 268,000 and 268,000 options for common stock, respectively. The options have an exercise price of $8.00, expire on September 30, 2032, and are fully vested.

On July 1, 2026, the Company executed an employment agreement with an employee which provided 30,928 options for common stock. The options for common stock vest quarterly over two years, with an exercise price of $4.85.

On July 15, 2026, the Company executed an employment agreement with an employee which provided 61,856 options for common stock. The options for common stock vest quarterly over two years, with an exercise price of $4.85.

As of July 31, 2026, the Company had 1,356,750 options outstanding with an exercise price of $2.50, held by (i) Brodkey, Scannell, and Rudofsky, each with 402,000 options, (ii) Moeller with 134,000 options, and (iii) Rudofsky holds 16,750 options.

As of July 31, 2026, the Company has 92,784 options for common stock that is contractually obligated to issue and which options will be issued following shareholder approval.

Warrants

On March 28, 2024, the Company issued 508,344 warrants for shares of common stock as part of financing. The warrants have an exercise price of $4.80 and expire on March 28, 2027.

On June 7, 2024, the Company issued 37,500 warrants for shares of common stock as part of financing. The warrants have an exercise price of $4.80 and expire on June 7, 2027.

On August 10, 2025, the Company issued Scannell 10,000 warrants for 10,000 shares of common stock at an exercise price of $4.80. The warrants were issued as compensation.

On August 12, 2025, the Company issued to a third party 1,250 warrants for 1,250 shares of common stock at an exercise price of $4.80. The warrants were issued as compensation.

On August 12, 2025, the Company issued to a third party 1,250 warrants for 1,250 shares of common stock at an exercise price of $4.80. The warrants were issued as compensation.

On February 24, 2025, 11,250 warrants were exercised at $4.80 for $54,000.

On March 25, 2025, 11,250 warrants were exercised at $4.80 for $54,000.

On May 16, 2025, 11,250 warrants were exercised at $4.80 for $54,000.

On August 18, 2025, 8,333 warrants were exercised at $3.00 for $25,000.

On October 13, 2025, a consultant with a balance due in combined expense reimbursements and compensation of $46,048 in the aggregate utilized those payables for the value of the exercise price of warrants held by the consultant. The actual number of warrants (with an exercise price of $3.00 per share) exercised were 23,812, which was exercised into the same amount of shares of common stock, valued at $71,464. The Company incorrectly duplicated the open payable for compensation in the amount of $25,416 in the warrant exercise. The duplication of $25,416 was recorded as an other receivable at October 31, 2025, which will be offset with future compensation.

On December 22, 2025, 6,667 warrants with an exercise price of $7.50 were issued as an incentive for financing.

On December 22, 2025, 3,333 warrants with an exercise price of $7.50 were issued as an incentive for financing.

On December 23, 2025, 8,333 warrants were exercised at $3.00 for $25,000.

On January 16, 2026, 4,000 warrants with an exercise price of $7.50 were issued as an incentive for financing.

On January 16, 2026, 4,000 warrants with an exercise price of $7.50 were issued as an incentive for financing.

On March 9, 2026, 29,500 warrants with an exercise price of $3.00 were issued to Rudofsky as compensation.

On March 20, 2026, the Company issued Rudofsky, Brodkey and Scannell 83,750, 65,600 and 134,000 warrants, respectively. The exercise price is $8.00, and the warrants expire on January 16, 2028.

On April 17, 2026, the Company received cash of $1,255,000 from its initial closing in its private placement in exchange for convertible notes payable to several parties. The convertible notes payable had a stated maturity date of April 17, 2027, and were non-interest-bearing, except in the case of default, in which case an 18% interest would apply. The convertible notes payable were convertible at $6.00 per share for a voluntary conversion. The notes further stipulated that if the Company has successfully uplisted to the NYSE, the convertible notes payable were to be mandatorily converted at a conversion price equal to the lower of the listing price or 70% of the offering price of $6.50 in the Company’s underwritten offering and listing on the NYSE American. As part of the issuance of the convertible notes payable, each convertible note payable holder also received warrants to purchase common stock, with an expiration date of April 17, 2031, and an exercise price of $6.00 per share, which was adjusted to $4.24375 as a result of the Company’s underwritten offering and uplisting on the NYSE American. On or about July 2, 2026, the Company successfully uplisted to the NYSE American, and the convertible notes converted into an aggregate of 226,332 shares of common stock, which were issued to the note holders.

On May 28, 2026, the Company completed a second closing under the convertible note offering described above for gross proceeds of $185,000. In connection with the second closing, investors received warrants to purchase an aggregate of 30,833 shares of common stock at an exercise price of $6.00 per share, which was adjusted to $4.24375 as a result of the Company’s underwritten offering and uplisting on the NYSE American. On or about July 2, 2026, the Company successfully uplisted to the NYSE American, and the convertible notes converted into an aggregate of 30,833 shares of common stock, which were issued to the note holders.

On July 2, 2026, in connection with the Company’s listing on the NYSE American, the Company entered into an underwriting agreement pursuant to which it sold 3,712,000 shares of common stock and warrants to purchase 4,723,287 shares of common stock, for an aggregate purchase price of $18,008,768, netting the Company $16,548,166 in cash after payment of various offering expenses and commissions. The warrants were valued at $37,120.

In connection with the listing on the NYSE American, the Company entered into various agreements to issue 4,850 warrants valued at $23,525.

As of July 31, 2026, the Company had 1,726,777 warrants outstanding with an exercise price of $3.00, 257,165 warrants outstanding with an exercise price of $4.24375, 54,674 warrants outstanding with an exercise price of $4.60, 577,094 warrants outstanding with an exercise price of $4.80 (see Note 5), 4,723,287 warrants outstanding with an exercise price of $5.75, 266,958 warrants outstanding with an exercise price of $7.50, and 283,350 warrants outstanding with an exercise price of $8.00. The schedule of outstanding warrants as of July 31, 2026, is as follows:

SCHEDULE OF WARRANTS OUTSTANDING