STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY Authorized Stock and Amendments On July 18, 2022, the board of directors of the Company (the “Board of Directors” or “Board”) adopted resolutions to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-750 On December 20, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada (“SOS”) that was intended to effect the Originally Intended Reverse Stock Split (the “Original Articles Amendment”). In April 2023, the Board of Directors determined (i) that the Original Articles Amendment inaccurately stated that the Originally Intended Reverse Stock Split was obtained by a stockholder vote under NRS 78.390, while approval of the stockholders was required under NRS 78.2055, with the holders of common stock voting as a separate class; and (ii) that the Original Articles Amendment was a nullity in that, under Nevada law, filing an amendment to articles of incorporation is not necessary to effectuate a reverse stock split. As a result, the Board of Directors determined that it would be in the best interest of the Company to take corrective action to remedy the inaccuracy and to file the documents that would have been necessary to effectuate a 1-for-750 Pursuant to the action of the Company’s board of directors by unanimous written consent on April 21, 2023, the board of directors authorized and approved (i) the Certificate of Correction to correct the Original Articles Amendment (the “Certificate of Correction”), and (ii) the Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) including the Certificate of Validation of the Certificate of Change (the “Change Validation Certificate”) in order to decrease the number of shares of the Company’s issued and outstanding shares of common stock and correspondingly decrease the number of authorized shares of common stock, each at a ratio of 1-for-750 To carry out the original intent of the Originally Intended Reverse Stock Split and in light of the correction, ratification and validation of the Rectified Reverse Stock Split as described above, the Company’s Board of Directors and the Majority Stockholder approved on April 21, 2023 the Authorized Capital Increase Amendment to increase the authorized number of shares of common stock from 5,333,334 4,000,000,000 Further, the Board of Directors determined that it was advisable and in the best interests of the Company to amend and restate the Company’s articles of incorporation (as amended to date, the “Current Articles”) to decrease the number of shares of authorized common stock to two hundred million ( 200,000,000 The foregoing corporate actions were disclosed in the Definitive Information Statement on Schedule 14C (the “Information Statement”) filed by the Company with the Commission on May 2, 2023. As also contemplated in the Information Statement, on May 25, 2023, the Company also filed with the SOS a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock and the Certificate of Withdrawal of Designation of the Series C Convertible Preferred (collectively, the “Certificates of Withdrawal”). The filings of the Certificates of Withdrawals were effective as of May 25, 2023. As of December 31, 2022, the Company had 4,000,000,000 0.001 the Company’s Majority Stockholder, entitled to 51% of the voting power of the Company’s issued and outstanding voting stock 200,000,000 200,000,000 0.001 Reverse Stock Split In connection with the Originally Intended Reverse Stock Split, as corrected by the Rectified Reverse Stock Split, the Company effectuated as of December 20, 2022 a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the “Reverse Stock Split”). Following the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically converted into one issued and outstanding share of common stock, without any change in par value per share Series A Preferred Stock On December 18, 2012, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Stock”) to designate one share of a new series of preferred stock. The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock provides that for so long as Series A Stock is issued and outstanding, the holders of Series A Stock shall vote together as a single class with the holders of the Company’s common stock, with the holders of Series A Stock being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Stock then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power. Series D Preferred Stock On September 16, 2021, the Company filed with the Nevada Secretary of State a Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Stock”) to designate 1,000,000 10,000 Giving effect to the Reverse Stock Split discussed above, each share of Series D Stock is effectively convertible into 13 and 1/3 shares of common stock. Holders of the Series D Stock are not entitled to any liquidation preference over the holders of common stock and are entitled to any dividends or distributions declared by the Company on a pro rata basis Year Ended December 31, 2022, Transactions During the year ended December 31, 2022, the Company issued 832,439 3,901,524 116,959 1,000,000 Year Ended December 31, 2023, Transactions On January 9, 2023, the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein (the “Representative”), pursuant to which the Company agreed to sell an aggregate of 675,000 6.00 101,250 The shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-262399) filed with the Commission and declared effective on January 9, 2023 (the “Registration Statement”). The consummation of the Offering took place on January 12, 2023 (the “Closing”). In connection with the Closing, the Company issued to the Representative, and/or its permitted designees, as a portion of the underwriting compensation payable to the Representative, warrants to purchase an aggregate of 33,750 5 7.50 125 4,657,500 The Company previously reported it was acquiring five mineral rights totaling 1,090.88 45.77 ● Payment of $ 400,000 ● issuance of $ 750,000 On January 30, 2023, the company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two investors (the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement (the “Private Placement”) an aggregate of 640,000 6.25 4,000,000 On November 29, 2023 the company entered into two securities purchase agreements (the “ Purchase Agreements Investors 167,954 0.001 Registered Shares Registered Offering 29.77 9.9 Additionally, during the twelve months ended December 31, 2023, the Company sold an aggregate of 192,817 1,675,797 On May 26, 2023, our CEO and Chairman, Mr. Marc Fogassa, elected to convert 214,006 2,853,413 Private Placement On July 18, 2023, the Company consummated a transaction with four investors, pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement an aggregate of 526,317 0.001 19.00 10,000,023 2023 Stock Incentive Plan On May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options, stock appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based cash awards, each of which may be granted separately or in tandem with other awards. The number of shares of Company’s common stock issuable pursuant to Plan will be equal to 2,000,000 Common Stock Options During the years ended December 31, 2023 and 2022, the Company granted options to purchase common stock to officers, consultants and non-management directors. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions: SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL December 31, 2023 December 31, 2022 Expected volatility 103.60 104.80 % 216.34 354.13 % Risk-free interest rate 3.40 3.82 % 1.44 2.56 % Stock price on date of grant $ 7.22 19.75 $ 0.75 6.4125 Dividend yield 0.00 % 0.00 % Expected term 1.5 5 Changes in common stock options for the years ended December 31, 2023 and 2022 were as follows: SCHEDULE OF COMMON STOCK OUTSTANDING Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, 178,672 $ 0.1219 1.55 $ 1,228,972 Issued (1) 80,000 13.50 Exercised (2) (207,141 ) 1.4151 Expired (864 ) 0.7500 Outstanding and vested, 50,667 $ 15.9474 2.40 $ 776,864 Number of Options Outstanding and Vested Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, 6,546 $ 8.2500 2.74 $ 19,675 Issued (3) 174,697 0.1063 Expired (2,571 ) 19.7541 Outstanding and vested, 178,672 $ 0.1219 1.55 $ 1,228,972 1) In the year ended December 31, 2023, 80,000 446,726 2) In the year ended December 31, 2023, common stock option holders exercised a total 207,141 1.4151 206,599 281,134 542 206,599 3) In the year ended December 31, 2022, 174,697 58,685 During year ended December 31, 2023, the Company recorded $ 446,726 58,685 Series D Preferred Stock Options During the years ended December 31, 2023 and 2022, the Company granted options to purchase series D stock to directors of the Company. All Series D preferred stock options granted vested immediately at the grant date and were exercisable for a period of ten years from the date of issuance. The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions: SCHEDULE OF OPTIONS FAIR VALUE ASSUMPTIONS December 31, 2023 December 31, 2022 Expected volatility 135.81 154.32 % 216.55 290.40 % Risk-free interest rate 3.42 4.73 % 1.51 4.05 % Stock price on date of grant $ 7.0000 38.8900 $ 4.7250 12.3750 Dividend yield 0.00 % 0.00 % Expected term 5 10 Changes in Series D preferred stock options for the years ended December 31, 2023 and 2022 were as follows: SCHEDULE OF PREFERRED STOCK Number of Options Outstanding and Vested Weighted Average Exercise Price(a) Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, 72,000 $ 0.10 8.94 $ 6,712,800 Issued (1) 36,000 0.10 Exercised (2) (108,000 ) 0.10 Outstanding and vested, - $ - - $ - Number of Options Outstanding and Vested Weighted Average Exercise Price(a) Remaining Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, 36,000 $ 0.10 9.44 $ 2,732,400 Issued (3) 36,000 0.10 Outstanding and vested, 72,000 $ 0.10 8.94 $ 6,712,800 (a) Represents the exercise price required to purchase one share of Series D Stock, which is convertible into 13 1) In the year ended December 31, 2023, 36,000 2,507,766 2) In the year ended December 31, 2023, Series D preferred stock option holders exercised a total 108,000 0.10 108,000 10,800 108,000 108,000 1,439,996 3) In the year ended December 31, 2022, 36,000 854,946 During year ended December 31, 2023, the Company recorded $ 2,507,766 854,946 As at December 31, 2023, there are no no Common Stock Purchase Warrants Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity During the years ended December 31, 2023 and 2022, the Company issued common stock purchase warrants to investors, finders and brokers in connection with the Company’s equity financings. All warrants vest within 180 days from issuance and are exercisable for a period of one to five years from the date of issuance. The common stock purchase warrants were valued using the Black-Scholes option pricing model with the following ranges of assumptions: SCHEDULE OF WARRANT ASSUMPTION December 31, 2023 December 31, 2022 Expected volatility 101.39 127.17 % 188.48 197.45 % Risk-free interest rate 3.43 3.83 % 2.79 3.79 % Stock price on date of grant $ 8.10 20.28 $ 7.5750 12.6750 Dividend yield 0.00 % 0.00 % Expected term 1.5 5 2.0 3.3 Changes in common stock purchase warrants for the years ended December 31, 2023 and 2022 were as follows: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Outstanding and Vested Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2023 321,759 $ 12.8634 1.30 $ - Warrants issued (1) 241,446 8.5677 Warrants exercised (2) (507,444 ) 8.2857 Outstanding and vested, December 31, 2023 55,761 $ 10.6087 1.34 $ 1,152,654 Number of Warrants Outstanding and Vested Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregated Intrinsic Value Outstanding and vested, January 1, 2022 406,270 $ 11.4750 1.97 $ - Warrants issued (3) 69,730 5.1090 Warrants exercised (4) (154,230 ) 5.7008 Outstanding and vested, December 31, 2022 321,770 $ 12.8634 1.30 $ - 1) The warrants issued in the year ended December 31, 2023 had a total grant date fair value of $ 2,158,116 2) During the year ended December 31, 2023, warrant holders exercised a total 507,444 446,948 5.1085 15.00 1,774,608 60,496 446,948 3) The warrants issued in the year ended December 31, 2022 had a total grant date fair value of $ 853,397 4) During the year ended December 31, 2022, warrant holders exercised a total 154,230 135,631 4.3125 8.025 600,159 18,610 135,631 During year ended December 31, 2023, the Company recorded the following as a result of the Company’s common stock purchase warrants: (i) $ 1,961,661 196,454 853,397 nil During the year ended December 31, 2023, the Company granted RSUs to certain officers, consultants and directors of the Company. The RSUs were granted with varying vesting conditions as tailored to each recipient. Each RSU is redeemable for one share of the Company’s Common Stock immediately upon vesting. The RSUs granted with immediate-vesting, time-vesting, and performance-vesting conditions were as follows: 1) 204,904 2) 88,653 3) 226,364 71,405 69,405 54,404 31,150 4) 623,000 These RSUs granted with immediate-vesting, time-vesting, and performance-vesting conditions were issued with a total grant date fair value of $ 23,037,701 849,340 22,188,361 During the year ended December 31, 2023, the Company granted RSUs with market-vesting conditions as follows: 1) 77,000 500 2 2) A quantity of RSUs which shall vest in seven individual tranches equivalent to 0.20 1.4 200 1 These RSUs with market-vesting conditions were issued with a total grant date fair value of $ 3,068,763 with the following ranges of assumptions: the Company’s stock price on the grant dates ($ 23.81 30.61 0 82.80 102.49 5.09 5.53 6 3 based on historical volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S. Treasury Bonds with a term equal to the expected term of the award being valued. During year ended December 31, 2023, the Company recorded the following as a result of the Company’s RSU activity: (i) 220,437 nil 9,926,951 nil 1,167,652 115,653 1,051,999 513,756 nil nil |