| SUBSEQUENT EVENTS |
15.
SUBSEQUENT EVENTS
Subsequent
to May 31, 2026 through to filing date,
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the
Company issued 32,797,611 common shares pursuant to a share purchase agreement for gross proceeds of $290,783, issuance costs of
$14,397 and net proceeds of $276,386. |
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The
Company issued 12,000,000 shares to a lender to settle $89,700 in principal pursuant to exchange agreements with the lender. |
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on
June 3, 2026, the Company issued a convertible, redeemable note to a lender for $230,000 with cash proceeds of $200,000 an original
issue discount of $23,000 and $7,000 for fees. The loan bears interest at 6%, the note is redeemable by the Company at any time subject
to a premium ranging from 105% to 140% if redeemed within the first 180 days of the note. The note matures on June 3, 2027, and converts
after 180 days at 65% of the lowest trading price 20 trading days prior to the conversion date, including the conversion date. |
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on
June 9, 2026, the Company issued a convertible, redeemable note to a lender for $55,000 with cash proceeds of $47,500, an original
issue discount of $5,000, and $2,500 for fees. The loan bears interest at 10%, the note is redeemable by the Company at any time
subject to a premium of one years interest of $5,500. The note matures on June 9, 2027, and converts any time at 65% of the lowest
trading price 10 trading days prior to the conversion date. |
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on June 9, 2026, the Company issued a convertible,
redeemable note to a lender for $110,000 with cash proceeds of $95,000, an original issue discount of $10,000, and $5,000 for fees. The
loan bears interest at 10%, the note is redeemable by the Company at any time subject to a premium of one years interest of $11,000. The
note matures on June 9, 2027, and converts any time at 65% of the lowest trading price 10 trading days prior to the conversion date.
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on June 15, 2026, the Company issued a convertible, redeemable note to
a lender for $165,000 with cash proceeds of $142,800, an original issue discount of $15,000, and $7,200 for fees. The loan bears interest
at 10%, the note is redeemable by the Company at any time subject to a premium ranging from 115% to 125% if redeemed within the first
180 days of the note. The note matures on June 15, 2027, and converts any time at 65% of the lowest closing bid price 20 trading days
prior to the conversion date. The loan is repayable as follows : on December 15, 2026 a payment of $90,750 with 5 monthly payments of
$15,125 commencing Jan 15, 2027 through to May 15, 2027 with the remaining $9,625 balance payable June 15, 2027. |
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on
June 23 , 2026 the Company entered into an Equity Financing Agreement whereby an investor shall invest up to $10,000,000 over the
course of thirty-six (36) month at a purchase price of eighty-five percent (85%) of the average of the three lowest bid trade price
in the 10 day preceding period. The Company may also issue an accelerated put at a purchase price of 85% of the three closing bid
prices 10 days following the put date subject to a floor price equal to the greater of: (A) seventy-five percent (75%) of the Closing
Bid Price of the Common Stock on the applicable Put Date; or (B) any higher minimum price per share specified by the Company in the
applicable Accelerated Put Notice. A commitment fee of five million common shares of the Company’s Common Stock shall be issued
in two equal tranches: (i) first tranche of Two Million and Five Hundred Thousand common shares upon S-1 effectiveness; and the remaining
(ii) second tranche of Two Million and Five Hundred Thousand common shares, issued ninety days later. In conjunction with the above
agreement, the Company entered into a Registration Rights Agreement as well. |
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on
June 26, 2026, the Company issued a convertible, redeemable note to a lender for $157,000 with cash proceeds of $150,000 and $7,000
for fees. The loan bears interest at 10%, the note is redeemable by the Company at any time subject to a premium ranging from 120%
to 125% if redeemed within the first 180 days of the note. The note matures on March 30, 2027, and converts after 180 days at 65%
of the average of the three lowest trading prices, 10 trading days prior to the conversion date. |
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on July 9, 2026, the Company issued a promissory note to a lender for $165,000
with cash proceeds of $150,000 and an original issue discount of $15,000 for fees. The note matures in one year and bears interest at
15%, per annum ,compounding annually. The note is secured by the assets of the Company. |
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