NOTE 9 – COMMITMENTS AND CONTINGENCIES

Other than the potential challenges to the Exploration Plan of Operation (“Exploration PoP”) anticipated to be filed by environmental and non-government organizations in opposition to exploration at CuMo, we have no knowledge of any material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows.

Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Warehouse

The Company entered into a long-term lease agreement for warehouse space in Idaho. The lease began on April 1, 2024, with an initial period of 3 years and an optional 3-year renewal at the end of the initial term. The Company may cancel the lease at any time after 13 months from the effective date of the lease by providing a 3-month notice of cancellation. The Company agreed that to gain access to the warehouse, the Company would make a lease payment of $100,000, which was paid on March 5, 2024, and to make payments of $6,000 per month beginning May 1, 2024, and ending on February 1, 2025. The base lease payment was then $3,600 through January 1, 2026, at which point base rent increased to $3,700 until January 1, 2027, at which point it increases to $3,800 until January 1, 2028, at which point it increases to $3,900. Prior to entering into this lease agreement, the Company was a party to a month-to-month lease which it had not terminated.

The Company does not believe it is probable that it will exercise and extend beyond the initial 3-year term.

The rent expense for the six months ended July 31, 2026, and 2025 was $23,042 and $10,279, respectively.

Vehicles

The Company leases vehicles used in its operations under operating leases with lease terms of approximately three years. Certain leases provide an option to purchase the underlying vehicle at the end of the lease term at its stated residual value; the Company is not reasonably certain to exercise these options. The Company’s leases do not contain material residual value guarantees or restrictive covenants. Variable lease payments, consisting principally of sales and use taxes and excess-mileage charges, are recognized as incurred and were not material. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to measure its lease liabilities; as of July 31, 2026, the weighted-average discount rate was 8.5% and the weighted-average remaining lease term was 2.9 years. During the six months ended July 31, 2026, the Company recognized right of use assets of $74,718 related to its operating leases.

For the six months ended July 31, 2026, operating lease cost was $2,992. Cash paid for amounts included in the measurement of operating lease liabilities was $2,444. During the six months ended July 31, 2026, the Company obtained $54,716 of right-of-use assets in exchange for new operating lease liabilities.

Maturities of the Company’s operating lease liabilities as of July 31, 2026 were as follows:

SCHEDULE OF MATURITIES OPERATING LEASE LIABILITIES

Employment Agreements

On July 28, 2026, with an effective date of April 1, 2026, the Company entered into executive employment agreements with Scannell, Brodkey and Harmon (see Note 7). 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 annually 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 that are contractually obligated will be issued following shareholder approval.

In July 2026, the Company entered into employment agreements with various employees. The agreements provided for the issuance of 92,784 options for common stock, upon execution of the agreements, with certain vesting obligations. The options for common stock vest quarterly over two years, with an exercise price of $4.85. 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 that are contractually obligated will be issued following shareholder approval.

Director Agreements

On July 2, 2026, the Company entered into director agreements with Atzmon, Herskovits, Moeller, Redfield, and Rudofsky (see Note 7). The agreements provide that each director will be issued common stock valued annually at $35,000, which will be issued such stock on a quarterly basis 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.