v3.26.1
RELATED PARTY TRANSACTIONS
3 Months Ended
Feb. 28, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 12 – RELATED PARTY TRANSACTIONS

 

US Mine Corporation

 

During the three months ended February 28, 2026 and 2025, USMC paid expenses of $0 and $103, respectively, to the Company’s vendors and creditors on behalf of the Company and also made cash advances to the Company of convertible notes payable of $0 and $238,449, respectively, and lines of credit of $0 and $101,551, respectively.

 

USMC Notes

 

On February 8, 2024, the Company issued a convertible promissory note in the amount of $618,000 to USMC, with a maturity date of February 7, 2026. The principal amount was funded in equal installments as follows: on February 8, 2024 $103,000; on March 1, 2024 $103,000; on April 1, 2024 $103,000; on May 1, 2024 $103,000; on July 1, 2024 $103,000; on August 1, 2024 $103,000. The note bears interest at 8% per annum which is payable on maturity. Total interest expense for the three months ended February 28, 2026 and 2025 was $0 and $3,845, respectively. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.08 per share. On June 16, 2025, the principal of $618,000 and accrued interest through June 16, 2025 of $56,925 were converted into 8,436,559 shares of the Company’s common stock at a conversion price of $0.08 per share.

 

Terms of a new line of credit and unsecured grid promissory note have not yet been determined. USMC has advanced an additional $515,449 to the Company as of February 28, 2026. There was $6,316 in accrued interest as of February 28, 2026, based on an estimated interest rate of 8% per annum pursuant to the interest rate on the existing line of credit. On June 16, 2025, principal of $416,449 and accrued interest through June 16, 2025 of $10,360 were converted into 5,335,107 shares of the Company’s common stock at a conversion price of $0.08 per share. Advances of $99,000 were not converted into shares of common stock.

 

A related party advanced the Company $31,000 on November 1, 2024. The promissory note is due November 1, 2025 and bears interest at 8% per annum. The promissory note is currently in default. Total interest expense for the three months ended February 28, 2026 was $611.

 

A related party advanced the Company $15,000 on February 2, 2026. The promissory note is due February 2, 2027 and bears interest at 8% per annum. Total interest expense for the three months ended February 28, 2026 was $56.

 

 

 

NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)

 

Promissory note - CoreTer

 

On February 27, 2026, the Company entered into the Line of Credit Agreement with CorTer, LLC, a Nevada limited liability company (“CoreTer”) which is owned and managed by A. Scott Dockter, the Company’s Chief Executive Officer, under which CoreTer agreed to make an unsecured loan to the Company of up to $1,000,000 until February 27, 2027. Any loan amounts may be prepaid by the Company without interest or penalty. The Company has received $771,302 in funds on the line of credit as of the date of this filing.

 

On February 27, 2026, the Company also issued an unsecured promissory note to CoreTer, in the principal amount of the lesser of (i) $1,000,000 and (ii) the aggregate unpaid principal amount of all loans made pursuant to the Line of Credit Agreement, together with all accrued interest thereon. The note bears interest at the rate of 8% per annum and matures on February 27, 2027. The holder of the note has the right to convert any outstanding principal and interest under the note into Conversion Shares at a conversion price equal to the weighted average closing price of the Company’s common stock for the twenty trading days prior to the conversion of the note. The number of Conversion Shares to which the holder may be entitled is subject to adjustments as a result of stock dividends, divisions, splits, combinations, reclassifications or certain corporate actions, as described in the note. Upon the occurrence of an event of default as described in the note, any outstanding principal amount and accrued interest thereon will become immediately due and payable.

 

Transactions with Officers

 

On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, Chief Executive Officer and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6% and is due upon demand. During the three months ended February 28, 2026 and 2025, the Company made $0 payments towards the outstanding balance of the note. Total interest expense on the note was $0 for the three months ended February 28, 2026 and 2025. The balance on the note was $0 as of February 28, 2026, and November 30, 2025. There was $42,263 of accrued interest as of February 28, 2026, and November 30, 2025.

 

Convertible Debt – Board of Directors

 

On April 8, 2021, the Company entered into the Guzy Director Agreement (See Note 6) pursuant to which Mr. Guzy will serve as a director of the Company, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of $1,000 per month which accrues as 0% debt to the Company until the Company has its first cash-flow positive month. Effective March 1, 2023, Mr. Guzy’s monthly compensation was increased to $1,500 to be paid in cash. Effective February 6, 2025, Mr. Guzy’s monthly compensation was increased to $2,000 as Mr. Guzy is on both the audit committee and the compensation committee. Any amounts owed to Mr. Guzy at the Renewal Date or upon Mr. Guzy’ resignation or removal will be converted into common stock at the lower of price per share of $0.10 or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. On April 14, 2023, Mr. Guzy converted $24,000 in accrued but unpaid director fees into 80,000 shares of common stock at $0.15 per share and 150,000 shares of common stock at $0.08 per share. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of February 28, 2026, there were $14,000 cash fees owed to Mr. Guzy.

 

On August 13, 2021, the Company entered into the Kurtis Director Agreement (See Note 6) pursuant to which Dr. Kurtis will serve as a director and provide board services, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Effective February 6 2025, Dr. Kurtis’ monthly compensation was increased to $1,500 as Dr. Kurtis is on the compensation committee. Any amounts owed to Dr. Kurtis at the Renewal Date or upon Dr. Kurtis’ resignation or removal will be converted into common stock at a price per share equal to market price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. Dr. Kurtis was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15 per share. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of February 28, 2026, the Company has debt in the amount of $49,500 owed to Dr. Kurtis.

 

 

NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)

 

On September 11, 2023, the Company entered into the Barto Agreement (see Note 6) pursuant to which Mr. Barto agrees to devote as much time as is necessary to perform completely the duties as a director. Mr. Barto shall be notified within 30 days before the end of the twelve months whether his contract shall be renewed under the same terms of compensation. As compensation therefor, Mr. Barto is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the end of the twelve-month term or at his earlier removal or resignation will be converted into common stock at the lower price of $0.15 per share or the VWAP of the common stock for the 20-days from the last date of Mr. Barto being on the board. Mr. Barto was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. Mr. Barto resigned as a director on February 5, 2025. On June 24, 2025, $17,000 cash fees owed to Mr. Barto under the Barto Director Agreement were converted into 250,050 shares of the Company’s common stock.

 

On February 23, 2024, the board of directors authorized the issuance of 300,000 shares of common stock and the issuance of 16,667 shares of common stock monthly from March 2024 through January 2025 and 16,663 shares of common stock in February 2025 pursuant to a consulting agreement. 500,000 shares of common stock have been issued pursuant to the agreement, of which 49,997 shares were issued during the year ended November 30, 2025.

 

Leases

 

On May 8, 2025, the Company moved its corporate offices to Sutter Creek, California, which it leases from its Chief Executive Officer for $1,500 per month. The lease expires in April 2026. The Company plans to extend the lease upon expiration of the initial term.