(1) Nature of Business / Organization and Basis of Presentation

Nature of Business 

MineralRite Corporation (“MineralRite,” “RITE,” the “Company,” “we,” “us,” or “our”) is a Texas-based mineral and mine management and monetization company. The Company’s business model is focused on the acquisition, evaluation, development, and monetization of mineral assets, with an emphasis on previously processed tailings, above-ground materials, and other resource opportunities.

The Company’s strategy is to identify mineral assets that can be advanced through technical evaluation, regulatory compliance, and operational planning, and then monetized through production, joint ventures, project-level financing, or strategic transactions.

The Company currently operates in a development stage and has not yet generated significant operating revenue from its principal mineral-asset activities.

Corporate History and Change in Control 

The Company traces its origins to a Nevada corporation formed in 1996. Over time, the Company experienced multiple changes in control, business direction, and capital structure.

In April 2021, the Company completed an F-reorganization merger and re-domiciled to the State of Texas. This transaction was intended to simplify the Company’s corporate structure and align it with its anticipated business direction.

In October 2023, a change in control occurred when current management acquired voting control of the Company and assumed operational leadership. Following this transition, management initiated a comprehensive restructuring of the Company’s accounting, capital structure, and business operations. These efforts included the settlement or restructuring of certain legacy obligations, revisions to the capital structure, and a strategic shift toward mineral asset acquisition, development, and monetization.

As a result of this change in control and subsequent restructuring, the Company’s current business model, capital structure, and operating strategy differ substantially from those that existed under prior management.

December 31, 2024, Acquisition 

On December 31, 2024, the Company completed the acquisition of 100% of the equity interests of California Precious Metals LLC and Peeples, Inc., two wholly owned subsidiaries of NMC, Inc.

The acquisition included: 

The acquired set related to Peeples, Inc. also included a written mine development plan, technical documentation, recovery methodologies, and industry relationships relevant to the advancement of the project.

Total consideration for the transaction consisted of: 

The aggregate transaction value was approximately $432 million, and the Company assumed approximately $5 million in liabilities.

The acquisition of Peeples, Inc. was accounted for as a business combination under ASC 805, while the California Precious Metals LLC component was treated as an asset acquisition. The assets and liabilities acquired in this transaction form a significant portion of the Company’s consolidated balance sheet as of December 31, 2025.

Organizational Structure 

The Company conducts its operations through wholly owned subsidiaries, each of which is intended to hold specific mineral assets or project interests. This structure is designed to isolate project-level risks, facilitate financing arrangements, and allow for separate development or monetization strategies for individual properties.