NOTE 5 – PROPERTY ACQUISITION

On January 19, 2026, the Company entered into a purchase agreement (the "Properties Agreement") relating to certain mineral rights in and to 21 parcels of real property located in Hardin County, Illinois, and three unpatented lode mining claims located in Mohave County, Arizona (collectively, the "Properties"). The Purchase Price consideration consists of (a) $300,000 in cash, payable in installments as described below, and (b) 2,000,000 shares of common stock of the Company.

Cash Consideration. The cash portion of the Purchase Price of $300,000 is payable as follows: (i) $25,000 within 30 days of closing (which due date has been extended by 60 days by oral agreement); (ii) $25,000 within 90 days of closing; (iii) $25,000 within 120 days of closing; (iv) $125,000 on the first anniversary of the closing date; and (v) $100,000 on the second anniversary of the closing date. $275,000 has been recognized as an "Acquisition payable" within current liabilities at April 30, 2026.

Share Consideration — Deemed Price vs. Fair Value. The Properties Agreement provides that, for purposes of the agreement, the 2,000,000 shares of common stock issued in connection with the acquisition were deemed to have a price of $5.00 per share, producing a contractually agreed value of $10,000,000 for the share component and an aggregate contractual purchase price of $10,300,000. The Company does not view the $5.00 per share "deemed" value as the fair value of the shares issued; the $5.00 deemed price was an arms’-length negotiated figure used solely for purposes of the Properties Agreement. For financial reporting purposes, in accordance with ASC 805-50 (asset acquisitions), the Company measured the 2,000,000 shares of common stock issued at the closing market price of the Company’s common stock on January 19, 2026 (the date of the Properties Agreement) of $0.80 per share, resulting in share consideration of $1,600,000.

Reconciliation. The total acquisition cost recognized by the Company for accounting purposes, and capitalized as "Mining Assets" in the accompanying balance sheet at April 30, 2026, is as follows:

Royalty. Under the Properties Agreement, the seller of the Properties retained a 2% net smelter return royalty on any commodities produced from the Properties or from the "Area of Interest" (defined in the Properties Agreement as the area contained by the outer boundaries of the Properties) by the Company or any affiliate of the Company. The royalty has not been recognized as a separate liability because it is contingent on, and measurable only by reference to, future production that has not yet occurred.

Work-Program Commitments. Under the Properties Agreement, the Company is required to actively explore the Properties with a view to determining their mineral potential and the prospects for their development and future production. The Company’s minimum work-program commitments are $100,000 for calendar year 2026 and $200,000 for calendar year 2027. These commitments are executory obligations and will be charged to operations as the related exploration expenditures are incurred (see Note 3). As of April 30, 2026, no exploration activities have commenced on either of the Properties and no exploration expenditures have been incurred.

During the year ended April 30, 2026, the Company paid $25,000 on the acquisition payable leaving a balance of $275,000 to be paid as of year end.