OKMIN RESOURCES, INC.

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the Nine Months Ended March 31, 2026 and 2025

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

1. ORGANIZATION AND NATURE OF OPERATIONS

Business description

Okmin Resources, Inc. (collectively with its subsidiaries, “Okmin” or the “Company”) was incorporated in Nevada in December 2020 to engage in the business of the acquisition, exploration and development of oil and gas properties, mineral rights, and other natural resource assets.

Okmin has been focused on the acquisition and development of domestic oil and gas fields and investing in lower profile rework and recompletion opportunities with lower entry costs. The Company's initial projects are located in Oklahoma and Kansas.

The Company has two wholly owned subsidiaries that conduct oil and gas activities: Okmin Operations, LLC, organized on May 25, 2021 in the State of Kansas, and Okmin Energy LLC, organized on November 21, 2021 in the State of Oklahoma.

The Company has an interest in two projects:

The Company also retained a 10% overriding royalty interest in West Sheppard Pool, a natural gas project in Northeast Oklahoma.

The Company has not conducted any reserve evaluations or calculations, and there are currently no proven reserves on any of the Company’s properties.

Our business strategy is to enhance the value of our acquired operated assets through evaluation of certain properties with the goal of increasing production. We plan to deploy capital in a strategic manner and pursue value-enhancing transactions and expect to continuously evaluate strategic alternative opportunities that we believe will enhance shareholder value.

Subject to the Company being able to secure adequate additional financing, Okmin may also acquire the rights to and participate in drilling and/or other mining operations. The Company will evaluate other strategic corporate opportunities as they become available from time to time.

The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to advance the Company’s current plan to rework and possibly develop its existing projects and to identify and acquire new projects.

The Company’s fiscal year end is June 30.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company maintains its accounts on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Accounting principles followed and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below.

The financial statements are presented on a consolidated basis and include all of the accounts of Okmin Resources, Inc and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and certain assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

Cash and cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2026, the Company cash totaled $24,333.

Oil and gas properties

The Company uses the full cost method of accounting for exploration and development activities as defined by the Securities and Exchange Commission (“SEC”). Under this method of accounting, the costs of unsuccessful, as well as successful, exploration and development activities are capitalized as properties and equipment. This includes any internal costs that are directly related to property acquisition, exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized, unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves.

Oil and gas properties include costs that are excluded from costs being depleted or amortized. Oil and natural gas property costs excluded represent investments in unevaluated properties and include non-producing leasehold, geological, and geophysical costs associated with leasehold or drilling interests and exploration drilling costs. The Company allocates a portion of its acquisition costs to unevaluated properties based on relative value. Costs are transferred to the full cost pool as the properties are evaluated over the life of the reservoir. Unevaluated properties are reviewed for impairment annually and are determined through an evaluation considering, among other factors, seismic data, requirements to relinquish acreage, drilling results, remaining time in the commitment period, remaining capital plan, and political, economic, and market conditions.

Gains and losses on the sale of oil and gas properties are not generally reflected in income unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves. Sales of less than 100% of the Company’s interest in the oil and gas property are treated as a reduction of the capital cost of the field, with no gain or loss recognized, as long as doing so does not significantly affect the unit-of-production depletion rate. Costs of retired equipment, net of salvage value, are usually charged to accumulated depreciation.

Depreciation, depletion, and amortization

The depreciable base for oil and natural gas properties includes the sum of all capitalized costs net of accumulated depreciation, depletion, and amortization (“DD&A”), estimated future development costs and asset retirement costs not included in oil and natural gas properties, less costs excluded from amortization. The depreciable base of oil and natural gas properties is amortized on a unit-of-production method.

Asset retirement obligations

The fair value of a liability for an asset’s retirement obligation (“ARO”) is recognized in the period in which an obligation occurs if a reasonable estimate of fair value can be made, with the corresponding charge capitalized as part of the carrying amount of the related

long-lived asset. The liability is accreted to its then-present value each subsequent period, and the capitalized cost is depleted over the useful life of the related asset. Abandonment costs incurred are recorded as a reduction of the ARO liability.

Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.

The Company has reviewed its oil and gas projects and determined an obligating event has not occurred. Therefore, the Company has not recognized any asset retirement obligation liabilities as of March 31, 2026 or June 30, 2025.

Fair Value

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy in accordance with ASC 820, “Fair Value Measurements and Disclosures”. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available.

ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

Level 1*—*Quoted market prices for identical assets or liabilities in active markets or observable inputs.

Level 2*—*Significant other observable inputs that observable market data can corroborate; and

Level 3*—*Significant unobservable inputs that observable market data cannot corroborate.

Financial instruments consist principally of cash and cash equivalents, accounts receivable, prepaid expenses, oil and gas properties, accounts payable, accrued liabilities, note payable, and interest payable. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Revenue recognition

The Company is not the operator of any of its oil and gas properties. Sales of all oil and gas produced are the responsibility of the property operator. The operator recognizes revenue when production is sold at a fixed or determinable price, persuasive evidence of an arrangement exists, delivery has occurred, title has transferred, and collectability is reasonably assured in accordance with ASC 606. The Company only recognizes oil and gas revenues when the operator has provided the Company with confirmation of the completed sale and the amount of the revenue attributable to the Company’s working interest has been determined.

Stock-based compensation

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Stock-based compensation is recognized as compensation expense in the financial statements based on the fair value which is measured on the grant date for stock-settled awards. That expense is recognized over the period during which a grantee is required to provide services in exchange for the award. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period, or in the period of grant for awards that vest immediately without any future service condition. For awards that vest over time, previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.

Income taxes

Income taxes are accounted for under the asset and liability method in accordance with ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax bases and operating loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized using a valuation allowance. A valuation allowance is applied when in management’s view, it is more likely than not that such deferred tax asset will be unable to be utilized.

In December 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The Company adopted the ASU 2023-09 on July 1, 2025, prospectively, and it did not have a material effect on our financial statements.

Segment Reporting

The Company adopted ASC 2023-07, ASU 2023-07,Improvements to Reportable Segment Disclosures, effective July 1, 2024, The Company operates in asingle reportable segment, oil and gas exploration and production. Due to limited revenue, significant expenses are primarily corporate in nature and not allocated across multiple business units.

3. GOING CONCERN

The Company currently has limited operations. These condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $309,037 for the nine months ended March 31, 2026 (year ended June 30, 2025 - $597,167) and an accumulated deficit of $2,614,722 as of March 31, 2026 (June 30, 2025 - $2,305,685). These factors, among others, raise doubt about the Company’s ability to continue as a going concern.

The Company had a working capital deficit of $655,670 as at March 31, 2026 (as of June 30, 2025 – deficit of $742,402) and for the remainder of the 2026 fiscal year which started in July 2025, we anticipate cash needs of approximately $50,000 for general corporate overhead and for operations on our existing lease properties. This amount does not include funding for any potential workovers, re-entries, stimulation treatments and recompletions of existing non or low producing wells. Any new work on our properties will require additional capital. Based on the Company’s cash position as of March 31, 2026, additional financing will be required to meet its budgeted expenditures for fiscal 2026. Management intends to raise such additional funding through debt financing or private sales of the Company’s securities, but no assurance can be given that such financing will be available on acceptable terms or at all. Any new work on our properties will require additional capital.

The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtaining additional financing. If such additional financing is not available on terms acceptable to us or at all, then we may need to curtail our operations and/or take additional measures to conserve and manage our liquidity and capital resources, any of which would have a material adverse effect on our financial position, results of operations, and our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

4. OIL AND GAS PROPERTIES

Oklahoma – Blackrock Joint Venture

In February 2021, Okmin entered into a Joint Venture Agreement and Operating Agreement committing $100,000 in the initial phase to acquire working interests in ten oil and gas leases located in Okmulgee and Muskogee Counties in Oklahoma. Under the Operating Agreement, Okmin’s Joint Venture partner, Blackrock Energy LLC (“Blackrock”) was the Operator of the project, handling the day-to-day operations on the ground. Pursuant to a further agreement entered into on June 10, 2022, the Company added an additional five oil and gas leases across 739 acres to its joint venture with Blackrock, thereby expanding the overall project to fifteen leases covering over 1,500 acres.

The Company, through its joint venture partner Blackrock, put considerable effort into reworking and rehabilitating these leases. The land owner royalties on these leases derived from gross revenue production varies from 12.5% to 23.5%. State production tax on oil sales is 7%.

The property has been negatively affected by persistent infrastructure issues, nearly stagnant oil prices, and increasing operating costs. In August 2025, the Company entered into an agreement with Blackrock to exchange its 50% working interest in the previous Blackrock Joint Venture for $25,000 and an additional 45% joint venture interest in the Pushmataha Gas Field. As a result of this transaction, the Company disposed of its entire interest in the Blackrock Joint Venture.

Kansas

In July 2021, the Company through its wholly owned Kansas subsidiary, Okmin Operations, LLC, entered into an agreement to acquire a 72.5% Net Revenue Interest in the Vitt Lease located in Neosho County, Kansas. Okmin Operations, LLC acquired the lease with a cash payment of $25,000 together with a commitment to make additional capital and operating expenditures to rework the wells on the lease. In the fiscal year ended June 30, 2025 lease operating expenses recorded for the Vitt were nominal totaling under $1,000. To date, the Company’s aggregate additional capital and lease operating expenditures on the lease are approximately $112,000. The lease covers 160 acres and includes eleven existing oil and gas wells and four water injection wells.

The Company had entered into an operating agreement covering the Vitt Lease with Petron Oil and Gas LLC (“Petron”), pursuant to which Petron will handle the reworking of the existing wells and other day to day operations at the lease. Under the operating agreement, the company fulfilled its commitment for expenditures to rework the existing wells and to cover operator costs and expenses of at least $50,000. Under the agreement, J & S McCoy Enterprises and Earnest Ashlock, the principal of Petron, together retained a 15% Net Revenue Interest in the Vitt Lease. Upon the lease becoming fully operational, it is anticipated that the parties will contribute capital costs in accordance with their percentage working interest, of which Okmin’s working interest is 85.8571428571%. The remaining 12.5% Net Revenue Interest of the lease reverts back to the landowners. Petron has recently notified the Company that its operator’s license has expired and is not presently up for renewal, but they are currently in discussions with other licensed operators to assume operation of the lease. Additionally, due to a lack of ongoing production over the past year, there is a possibility of the lease lapsing in June this year although a minimal capital contribution may be made to maintain the lease.

This lease currently has fifteen wells on site. Nine oil and gas wells, two idle wells that require further evaluation, and four injection wells. These are shallow wells drilled down to the Bartlesville zone at a depth of 525 feet. The operator conducted some work on the wells in 2023, including rebuilding the downhole pumps, though the wells are not currently operating.

One of the injection wells onsite remains idle. The Vitt lease is equipped with pump jacks, oil and water tanks and other equipment. Since we acquired the lease a nominal amount of oil has been sold from it. Revenues of only $354 in the last fiscal year ended June 30, 2025, and $ Nil in the nine months ended March 31, 2026.

West Sheppard Pool Field in North East Oklahoma

In August 2021, the Company entered into an option agreement with Blackrock to acquire a 50% joint venture interest in the West Sheppard Pool Field, a series of leases totaling 1,930 acres located in Okmulgee County, Oklahoma. In November 2021, the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock at a cost of $150,000 in cash.

The 26 existing wells on the leases range from 850 feet to 1,950 feet in depth with gas production from several zones as their main objective. The Company received limited revenue from the property as gas sales were suspended due to required pipeline work and the failure of equipment owned by the gas pipeline company at its compressor station.

In November 2024, the Company assigned its 50% interest in the West Sheppard Pool project to Sheppard Pool Operating, LLC, the operator of the project. After Sheppard Pool Operating has received $22,850 in revenue from the project, the Company will receive a 10% overriding royalty interest (“ORRI”) in the project. Sheppard Pool may elect to reduce the 10% ORRI to 5% by a one-time payment of $100,000 to the Company within 4 years of the effective date of the agreement.

Pushmataha County – South East Oklahoma

In December 2021, the Company exercised its option and entered into a definitive joint venture and operating agreement with Blackrock to acquire a 50% joint venture interest with Blackrock in the Pushmataha Gas Field, comprising 6 leases covering an area of 3,840 acres located in Pushmataha County, Oklahoma. Blackrock had previously entered into a separate option to acquire working interests ranging from 92 -100% in the existing wells and lease acreage from a third party. In connection with the initial acquisition, the Company expended approximately $253,000 in cash. Under the terms of the Joint Venture agreement, after deducting operating costs including a flat sum of $1,000 per month to Blackrock as operator, the Company shall receive all net income from revenues of the project until it has recouped $125,000, thereafter, the parties shall equally split the income.

In August 2025, the Company entered into an agreement with Blackrock to exchange its 50% working interest in another project with Blackrock for $25,000 and an additional 45% interest in the Pushmataha Gas Field. As a result of this transaction, the Company currently has a 95% Joint Venture interest in the Pushmataha property.

The leases owned by the Joint Venture are subject to land owner royalties and other commitments resulting in net revenue interests to the joint venture of between 71% - 76%, with the exception of the Stephenson well, which has a net revenue interest of approximately 68%. Blackrock maintains the actual leases to the Pushmataha project, and at the present time, the Company’s interests are held via the joint venture agreement in place with Blackrock. Blackrock is exploring bringing in potential funding partners into Pushmataha on the Company’s behalf or another strategic transaction or sale.

Pushmataha has 7 existing gas wells ranging in depth from 10,000-12,300 feet. The wells were inactive since 2019 due to line leaks and lower gas prices, though in April 2021 some wells were put back online and have at various intervals produced between 100-300 MCFD.

The existing seven wells show additional behind-pipe zones and the joint venture partners assessed recompleting a new zone in one of the wells called the KDC. The operator previously had a rig out on site at KDC and commenced some work on the well and was planning to conduct a recompletion, though weather conditions made it too dangerous to proceed. Plans were also underway for the operator to commence repairing or possibly replacing the plunger lift systems of some of the wells, with the goal of dewatering the wells to enable the gas to flow freely. The joint venture partners have deferred pursuing this active rework activity during the current downturn in natural gas pricing or until additional capital is available.

In July 2022, a hydrocarbon survey was conducted across these leases utilizing a third party patented remote sensing technology, which has provided the operator with valuable data in charting the potential for the future development of this project. There is also space to drill new gas wells on the 3,840 acre leasehold, using the hydrocarbon mapping as a tool to locate the optimal drilling locations in these reservoirs.

In the nine months ended March 31, 2026, revenue from the property increased to $7,551 (year ended June 30, 2025 - $1,532). The operator believes with additional capital expenditures for reworking and recompletion efforts it can optimize the production potential of this field. The application of newer technologies could also have an important impact on the economics for this asset.

5. IMPAIRMENT OF OIL AND GAS PROPERTIES

During the nine months ended March 31, 2026, the Company reviewed the capitalized value of its oil and gas properties and conducted a test to determine the current fair value and if any impairment of the capitalized values was necessary. As a result of this test, the Company determined that the capitalized value exceeded the current fair value. For the nine months ended March 31, 2026, an impairment charge of $24,765 was recorded as an expense.

**6. REVENUES AND COST OF REVENUES **

For the nine months ended March 31, 2026, the Company had production revenue of $8,819 compared to revenue of $17,462 for the nine months ended March 31, 2025. Refer to the table below of production and revenue through March 31, 2026. For the nine month periods ended March 31, 2026 and March 31, 2025 our cost of revenue, consisting of lease operating expenses and production and excise taxes was $25,799 and $30,538 respectively.** **

Subject to the Company being able to secure adequate additional financing, Okmin may also acquire the rights to and participate in drilling and/or other mining operations. The Company will evaluate exploration and mining opportunities and other strategic corporate opportunities as they become available from time to time.

There are no proven reserves of any classification in any of the projects listed above.

7. LITIGATION SETTLEMENT

The Company was a party in a class-action lawsuit filed against its former auditor which alleged negligence in their audit services. During the period ended March 31, 2026, the former auditor settled the lawsuit. The Company’s portion of the settlement was $10,066, which was recorded as Other Receivable as of March 31, 2026.

8. STOCKHOLDERS’ EQUITY

Preferred stock

The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.0001 per share. As at March 31, 2026, the Company had a total of 5,000,000 shares of Series A preferred stock issued and outstanding. Each share of Series A Preferred Stock has voting rights of ten votes per share, though is not entitled to receive dividends. Additionally, each share of Series A preferred shares may be converted at $0.01 per preferred share into ten shares of common stock for each share of Series A Preferred Stock. Jonathan Herzog, the Company’s President and Chief Executive Officer owns all of the Series A Preferred Stock. At any shareholders meeting or in connection with the giving of shareholder consents, the holder of each share of Series A Preferred Stock is entitled to voting rights of ten votes per share, though is not entitled to receive dividends. Accordingly, by reason of his ownership of Series A Preferred Stock, Mr. Herzog exercises control of approximately 45% of the aggregate voting power in the Company. The Series A Preferred Stock upon liquidation, winding-up or dissolution of the Corporation, ranks on a parity, in all respects, with all the Common Stock.

Common stock

The Company is authorized to issue 750,000,000 shares of common stock with a par value of $0.0001 per share.

At March 31, 2026, the Company had 128,489,287 shares of its common stock issued and outstanding.

The Company has issued the following shares:

On November 12, 2024, the board of directors approved the issuance of 250,000 common shares at $0.04 per share in connection with consulting services for the Company’s filings, preparation, compliance matters and business activities.

On November 12, 2024, the Company issued 2,500,000 common shares at $0.04 per share to Samuel Naparstek for corporate consulting services.

On December 3, 2024, the Company issued 225,000 common shares at $0.04 per share to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties.

On June 24, 2025, the Company issued 500,000 common shares at a deemed price of $0.0482 per share for legal fees.

On September 19, 2025 the Company issued 6,503,024 common shares at $0.03 per share to satisfy in full payment on an existing convertible note with the Company.

On September 19, 2025, the Company issued 173,090 common shares at $0.06 per share to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties.

On September 26, 2025, the Company issued 1,000,000 common shares at $0.03 per share in connection with a private placement for proceeds of $30,000.

On December 30, 2025, the Company issued 113,252 common shares at $0.04 per share to Sierra Land Resources, LLC in connection with ongoing consulting on the Company’s oil and gas properties.

On March 16, 2026, the Company issued 1,800,000 common shares at $0.03 per share in connection with a private placement for proceeds of $54,000.

On March 27, 2026, the Company issued 1,000,000 common shares at $0.05 per share to a corporate advisor.

9. NET LOSS PER COMMON SHARE

A reconciliation of the components of basic and diluted net loss per common share for the three and nine months ended March 31, 2026 is presented below:

**10. STOCK BASED COMPENSATION **

The Company has not adopted any equity grant program. The Company’s Officers hold no stock options or unvested stock awards, and held none at any time during the year ended June 30, 2025.

During the nine months ended March 31, 2026, the Company issued the following common shares:

11. INCOME TAXES

Net operating loss carry forwards of approximately $2,614,722 at March 31, 2026 are available to offset future taxable income. This results in a net deferred tax asset, assuming an effective tax rate of 21% of approximately $549,092 at March 31, 2026.

12. RELATED PARTY TRANSACTIONS

As of November 1, 2021, the Company agreed to compensate its Chief Executive Officer, President, and Chief Financial Officer Jonathan Herzog, at a rate of $13,500 per month, consisting of $6,750 in cash compensation and $6,750 to be accrued and deferred until management determines that the Company is in a position to make such payments. Such accrued amounts may be paid in cash or may be satisfied through the issuance of common stock or preferred stock in lieu of cash payments. Mr. Herzog has accrued the entire monthly compensation since October 2023. The Company and Mr. Herzog have not entered into a formal written employment agreement in relation to Mr. Herzog’s compensation and employment terms. As of March 31, 2026 and March 31, 2025, the Company has accrued $560,250 and $398,250 as accrued liabilities – related party, respectively.

On November 26, 2025, Mr. Herzog extended the Company a bridge loan advance of $10,000 with no specified due date andno interest payable. In the current quarter ended March 31, 2026, Mr. Herzog advanced to the Company an additional $20,000 under the same terms.

13. CONVERTIBLE LOAN

In November 2021, the Company entered into a convertible loan agreement with an accredited investor (the “Investor”) pursuant to which the Company raised $231,000 in financing. The note had a 10% annual interest rate, with repayments set initially at of a minimum of $3,500 per month commencing as of May 2022 and any open balance is convertible at the Investor’s discretion into shares of the Company’s common stock at $0.03 per share with warrant coverage at the same price on the basis of one warrant per every three shares issued under the loan.

In September 2025, the Company reached an agreement with the Investor to convert all the principal and interest outstanding into common shares of the Company at a price of $0.03 per share. The outstanding principal converted was $131,135 and unpaid interest was $63,956. On September 19, 2025, the Company issued 6,503,024 common shares to the noteholder to settle the note in full.

14. SUBSEQUENT EVENTS

On April 14, 2026 the Company reported that it had terminated its planned Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with BevPoint Capital LP. As previously disclosed, the completion of the transactions contemplated by the Merger Agreement was subject to the satisfaction of certain closing conditions. These closing conditions were not satisfied within the required timeframe. Therefore, the Company will not proceed with the transaction, and the Merger Agreement has been terminated in accordance with its terms.

Except for the termination of the transaction detailed above, the Company has evaluated subsequent events through the filing date of these financial statements and has disclosed that there are no such events that are material to the financial statements to be disclosed.