4. Note Receivable

On January 12, 2023, the Company entered into a non-binding Letter of Intent (the “LOI”) with Mother Lode Mining, Inc. (“MLM”). The LOI became binding on January 24, 2023 when the final installment of initial payment set forth under the LOI was received by the Company. Pursuant to the terms of the LOI, the Company agreed to sell all of the shares of its wholly-owned subsidiary, Compañía Minera Cerros Del Sur, S.A. de C.V. (“CMCS”), to MLM. CMCS is the Honduran-based company that owns the Clavo Rico mine.

The purchase price for the sale of CMCS by the Company to MLM consisted of the following cash consideration (a) $204,200 was delivered by MLM to the Company on January 3, 2023 to pay outstanding debts owed by the Corporation; (b) $300,000 was delivered by MLM to the Company on January 5, 2023 to satisfy existing debts of the Company; (c) $100,000 was delivered by MLM to the Company on January 16, 2023; (d) $200,000 was delivered by MLM to the Company on January 17, 2023; (e) $1,200,000 was delivered by MLM to the Company on January 18, 2023, to pay a settlement amount for existing debt of the Company; (f) $500,000 was delivered by MLM to the Company on January 23, 2023, to satisfy existing debts of the Company; (g) $500,000 was delivered by MLM to the Corporation on January 24, 2023, to satisfy existing debts of the Corporation.

In addition to the amounts already delivered under the LOI, an additional amount of $2,700,000 was to be paid by MLM to the Company over a period of twenty-four (24) months (the “Monthly Payments”). The Monthly Payments were to be paid as follows: (i) $25,000 due March 1, 2023, (ii) $50,000 due on the first day of each of April, May and June 2023, and (iii) $100,000 due on the first day of each month for the following twenty months, until February 1, 2025, at which point all amounts due and payable under the LOI were to be paid in a final balloon payment. The Company received payments totaling $480,558, leaving an outstanding balance of $2,219,442 as of December 31, 2025. Outstanding balances and missed Monthly Payments were to be secured by a 10% net smelter royalty (NSR) on the Clavo Rico mine production until the Monthly Payments were delivered and the purchase price was paid in full. In addition to the Monthly Payments, the Company was to receive a carried forward net profits interest royalty (“NPI”) of 5% on the Clavo Rico mine production until the total NPI paid to the Company is $1,000,000, subject to limited conditions. The Company filed suit against MLM in 2024 to recover the outstanding balance, with litigation continuing throughout 2025. As collectability of the receivable was doubtful as a result of the dispute between the parties, the Company elected to create an allowance for doubtful collection of the note receivable for the full outstanding balance of $2,219,442 as of December 31, 2025.

On February 4, 2026, the Company and MLM entered into a settlement agreement resolving all disputes in connection with the LOI. Under the settlement, the parties agreed to a mutual dismissal with prejudice of all claims, counterclaims, and causes of action asserted or that could have been asserted in United States District Court for the District of Utah, Central Division, Case No. 2:24-cv-00171-TS-CMR, or in any other forum. As part of the settlement, the parties executed a mutual general release of all claims and potential claims against the other parties and their affiliates. Following the settlement, no further amounts are expected to be collected under the LOI.

The following table summarizes the note receivable of the Company as of March 31, 2026 and December 31, 2025:

 Schedule of Note Receivable