Material Agreement, Asset Transaction, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in the Explanatory Note and of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Net Smelter Returns Royalty Agreements

In connection with the Closing, MGC entered into six Net Smelter Returns Royalty Agreements (collectively, the " ") pursuant to which MGC granted a 5.0% net smelter returns royalty with respect to each of the Properties as follows:

Each royalty constitutes an interest in land, runs with the applicable Property and is binding upon MGC and its successors and assigns in accordance with the terms of the applicable Royalty Agreement. The Properties also remain subject to certain pre-existing royalties described in the Property Purchase Agreement.

The foregoing description of the Royalty Agreements does not purport to be complete and is qualified in its entirety by reference to the Royalty Agreements, copies of which are filed as to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Explanatory Note and of this Current Report on Form 8-K is incorporated by reference into this .

On the Closing Date, the Company, through MGC, completed the Purchase and acquired a 100% beneficial interest in the Properties and their associated assets. Pursuant to the Property Purchase Agreement, the Vendor and the Vendor Subsidiaries transferred, or are required to complete the registration of the transfer of, their respective legal title to the Properties to MGC. Pending completion of the applicable registration of any such transfer, the applicable Vendor or Vendor Subsidiary holds such Property and associated assets in trust for MGC.

As consideration for the acquisition of the Properties and their associated assets, at the Closing:

1. the Company issued the 500,000 Series A Property Shares to MegumaGold;

2. MGC granted the 5.0% net smelter returns royalties described under above; and

3. MGC assumed responsibility for liabilities and obligations arising from or relating to the ownership, possession or control of the Properties and their associated assets following the applicable transfer thereof, including obligations associated with certain pre-existing royalties affecting the Properties.

In connection with the Closing, a prior mineral property option agreement dated December 20, 2025 among MegumaGold, the Vendor Subsidiaries, MGC and the MGC Subsidiary was terminated.

The Property Purchase Agreement also provides for a contingent value protection mechanism with respect to the Series A Property Shares and shares of the Company's common stock issued upon conversion thereof. If, on the first business day following the third anniversary of the Closing Date (the " "), MegumaGold has received aggregate gross cash proceeds of less than $3.0 million from qualifying arm's-length sales of the Series A Property Shares and/or shares of common stock issued upon conversion thereof, the Company will, subject to the terms and limitations set forth in the Property Purchase Agreement, be required to issue to MegumaGold additional shares of common stock having an aggregate value equal to such shortfall.

The number of any such additional shares will be determined based upon the volume-weighted average sales price of the Company's common stock during the ten trading days immediately preceding the Measurement Date. The number of additional shares that may be required to be issued is capped at 10% of the Company's outstanding common stock as of the Measurement Date and is further subject to applicable stock exchange and shareholder approval requirements. The Company may, subject to the terms of the Property Purchase Agreement, elect to satisfy any applicable shortfall obligation in cash rather than shares of common stock.

The foregoing description of the Purchase and the Property Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Property Purchase Agreement, which was filed as to the June 30 Form 8-K, and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in the Explanatory Note and and of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

On the Closing Date, the Company issued 500,000 shares of Series A Preferred Stock to MegumaGold as partial consideration for the acquisition of the Properties. Each share of Series A Preferred Stock votes 20 voting shares and is convertible into 20 shares of the Company's common stock, each subject to the beneficial ownership limitations contained in the certificate of designation governing the Series A Preferred Stock, which prohibits any holder thereof from voting or converting Series A Preferred Stock into common stock to the extent that such voting/conversion would result in the holder voting/owning more than 4.999% of the Company's then outstanding common stock (the " "), which Maximum Percentage may be increased to up to 9.999% upon 61 days written notice from any holder thereof.

If converted in full, and without regard to the beneficial ownership limitation set forth in the designation of the Series A Preferred Stock, the Series A Property Shares would convert into a maximum of 10,000,000 shares of the Company's common stock.

No underwriter or placement agent participated in the issuance of the Series A Property Shares, and the Company received no cash proceeds from their issuance.

The Series A Property Shares were offered and issued in reliance upon the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended (the " "). MegumaGold is a non-U.S. person within the meaning of Regulation S, the offer and issuance were made in an offshore transaction, and the Company did not engage in directed selling efforts in the United States in connection with the issuance. The Series A Property Shares are subject to applicable transfer restrictions and bear, or are reflected in book-entry records containing, appropriate restrictive legends.

The Company has not registered the Series A Property Shares or the shares of common stock issuable upon conversion thereof under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Any additional shares of common stock that may become issuable pursuant to the contingent value protection provisions of the Property Purchase Agreement will be issued only in accordance with applicable federal and state securities laws.