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RELATED PARTY TRANSACTIONS
3 Months Ended
Aug. 31, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

 

Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. FASB ASC 850, Related Party Disclosures (“FASB ASC 850”) requires that transactions with related parties that would make a difference in decision making shall be disclosed so that users of the consolidated financial statements can evaluate their significance. Related party transactions typically occur within the context of the following relationships:

 

  ● Affiliates of the entity;

 

  ● Entities for which investments in their equity securities is typically accounted for under the equity method by the investing entity;

 

  ● Trusts for the benefit of employees;

 

  ● Principal owners of the entity and members of their immediate families;

 

  ● Management of the entity and members of their immediate families.

 

  ● Other parties that can significantly influence the management or operating policies of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

On November 27, 2023, the Company entered into an Amended and Restated Demand Promissory Note, (the “Demand Note”), and an Amended and Restated Membership Interest Pledge Agreement, (the “Lustre Pledge Agreement”) with the Company’s Chief Financial Officer. Under the Demand Note, the Company promises to pay on demand the principal sum of all disbursements made to the Company up to $400,000, plus interest accrued at an annual rate of 10%. As of August 31, 2026, the aggregate amount of advances, excluding accrued interest, was $212,099. The Demand Note is secured by all of the Company’s interests in Lustre, pursuant to the terms of the Lustre Pledge Agreement.

 

In March 2026 and October 2025, Amalfi Investment Services LLLP, owned by Mr. Robert Adamo, an accredited investor, purchased 1,000,000 and 1,500,000 restricted shares of the Company’s common stock at a purchase price of $0.50 and $0.43 per share totaling $500,000 and $645,000, respectively. In May 2023 the Company received funds pursuant to a Stock Purchase Agreement with Mr. Adamo to purchase 6,062,886 restricted shares of the Company’s common stock, at a purchase price of $0.0441 per share, totaling $267,320. As a result of these investments, Mr. Adamo now holds greater than 10% of the Company’s outstanding shares. Prior to becoming a shareholder, in November 2022, Mr. Adamo invested $100,000 pursuant to the Secured Convertible Debt under the terms as disclosed in Note 11 and is an investor in the Reddig 11-21 well. Including his original investment and capital calls, Mr. Adamo invested a total of $510,800 into the Reddig 11-21 well. 

 

On November 15, 2025, B&B Oil acquired 100% of the membership interest of Hell Creek Crude, LLC, or HCC, from Laredo for consideration of 50% of future distributions to B&B Oil. The transaction is recorded in discontinued operations, the net liabilities totaling $272,892 have been eliminated and recorded in additional paid in capital.

 

As part of the aforementioned acquisition, HCC entered into a consulting agreement with Laredo whereby HCC would reimburse expenses associated with drilling and developing conventional oil wells. Since HCC has no full-time employees, B&B Oil Company, HCC’s operator has requested and Laredo has agreed for their employees to devote a percentage of their time to HCC. In accordance with that agreement, Laredo invoiced HCC $568,868 for expenses estimated to be incurred associated with well site selection, drilling, development and completion costs associated with the 6 well HCC has planned for development through December 31, 2026. As of May 31, 2026, the company recognized $305,762 as an offset to the related payroll expenses. During the quarter ending August 31, 2026, approximately $112,760 has been recognized in payroll expense. The remaining deferred income related to this agreement totaling $150,346 is included in Accounts payable and accrued liabilities – related party is expected to be recognized over the remaining four month period ending December, 31, 2026. At this point, no additional payments are expected to be owed or repaid. 

 

Prior to the aforementioned acquisition, B&B Oil LLC (“B&B”), for which Mr. Adamo is a principal owner, reimbursed HCC $71,681 for a sonic log that is used for its 3D seismic studies. HCC acquired the information while purchasing seismic data for the Midfork field. B&B had also requested HCC to establish an office on their behalf and for a transformer to be purchased. As a result, HCC received reimbursements for these activities through November 15, 2025. As of August 31, 2026, HCC owes Laredo an additional $37,500 related to cash advances to HCC to pay vendors. This amount is recorded as a related party receivable. 

 

 

As of August 31, 2026, Mr. Adamo, owns approximately 9.2 million shares of the Company’s common stock, comprised of the shares purchased in March 2026, October 2025 and in May 2023 as well as 600,000 shares previously purchased, and holds greater than 10% of the Company’s outstanding shares. On July 22, 2024, Mr. Adamo advanced $50,000 to Lustre, which amount is recorded in accounts payable as of August 31, 2026. The advance transaction is undocumented but expected to be repaid. The repayment terms are subject to negotiation. Mr. Adamo agreed to using $10,000 of the advance to fund a portion of the Cranston SWD purchase. The remaining funds advanced by Mr. Adamo have been used to satisfy general corporate purposes as of August 31, 2026. 

 

The Company’s accounts payables include $137,500 for each of our two outside board members who receive quarterly board stipends. In addition, as of August 31, 2026, Laredo has a $3,600 receivable from Olfert 11-4.