v3.26.1
Stockholders’ deficit
3 Months Ended
Apr. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stockholders’ deficit

NOTE 5 – Stockholders’ deficit

 

Common Stock

 

The Company’s common stock and Class A common stock are voting and entitle stockholders to receive dividends to the extent declared by the Board of Directors. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets.

 

Common Stock for Services

 

On April 22, 2026, the Company entered into a stock compensation and subscription agreement with a consultant that includes the issuance of 1,000,000 shares of common stock that vest 1/12th each month during a one-year vesting period. The shares of common stock will be subject to a six-month hold period from the date of issuance. During the three months ended April 30, 2026, the Company issued 83,333 shares related to this agreement with a fair value of $2,091.

 

Shares Issued for Conversion of Notes

 

During the three months ended April 30, 2026, the Company issued a total of 13,479,622 shares of common stock for conversions of $232,054 in principal and $38,822 of interest on convertible notes payable at exercise prices ranging from $0.0148 to $0.0303.

 

Stock Options

 

Qualified and non-qualified incentive stock options outstanding at April 30, 2026 are as follows:

 

   Number of
options
   Weighted
average
exercise
price per share
 
Outstanding, January 31, 2026   9,803,669   $0.31 
Granted   234,119    0.04 
Expired        
Exercised        
Outstanding, April 30, 2026   10,037,788   $0.30 
           
Exercisable, April 30, 2026   9,975,288   $0.30 

 

 

These options had a weighted average remaining life of 8.52 years and have an aggregate intrinsic value of $0 as of April 30, 2026. The aggregate intrinsic value is calculated based on the stock price of $0.021 per share as of April 30, 2026.

 

During the three months ended April 30, 2026, the Company granted an aggregate of 234,119 options to purchase shares of common stock to a consulting geologist. The options have a strike price equal to the closing price per share on the day the options were issued, vest upon issuance and expire in three years The exercise price of the options ranges from $0.03 to $0.04.

 

During the three months ended April 30, 2026 and 2025, the Company recognized $8,639 and $4,348 of compensation expense related to incentive and non-qualified stock options previously granted to officers, employees and consultants.

 

As of April 30, 2026, there was $2,518 of unrecognized share-based compensation for all share-based awards outstanding.

 

Warrants

 

As of April 30, 2026, there were 16,581,532 warrants to purchase shares of common stock outstanding and 16,074,000 warrants to purchase shares of common stock exercisable. The warrants have a weighted average remaining life of 0.79 years and a weighted average exercise price of $0.06 per warrant for one common share. The warrants had an aggregate intrinsic value of $0 as of April 30, 2026.

 

Stock warrants outstanding at April 30, 2026 are as follows:

 

   Number of
warrants
   Weighted
average
exercise
price per share
 
Outstanding, January 31, 2026   16,621,508   $0.12 
Issued        
Expired   (39,976)   1.14 
Exercised        
Outstanding, April 30, 2026   16,581,532   $0.12 
           
Exercisable, April 30, 2026   16,074,000   $0.06