May 31, 2024

May 31, 2023

Debenture 1

Debenture in the principal amount of $250,000 (the “Debenture 1”) dated December 1, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 1 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 75,758 shares of common stock at an exercise price of $1.65 per share of common stock. The Company shall make additional quarterly payments under Debenture 1 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,223 on Debenture 1.

On May 31, 2023, the Debenture 1 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date.

On December 31, 2023, the Debenture 1 was amended as follows: The original issue discount in the amount of $187,000 was reduced to $37,500. A gain on extinguishment of debt in the amount of $127,964 was recognized in connection with this transaction, and a discount in the amount of $28,464 was recorded.

During years ended May 31, 2024 and 2023, the Company amortized discounts in the aggregate amount of $48,906 and $79,248, respectively. During the year ended May 31, 2024 and 2023, the Company accrued interest in the amount of $29,791 and $37,500, respectively, on the Debenture 1.

During the years ended May 31, 2024 and 2023, principal payments in the amount of $250,000 and $0, respectively, were made on the Debenture 1; the Debenture 1 was paid in full during the year ended May 31, 2024. A gain in the amount of $37,500 was recorded on this transaction, representing the amount of the unamortized original issue discount.

Debenture 2

Debenture in the principal amount of $250,000 (the “Debenture 2”) dated December 21, 2021, which bears interest, payable quarterly commencing six months after issuance, at a rate of 15% per annum. Principal on Debenture 2 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 75,758 shares of common stock at an exercise price of $1.65 per share of common stock. The Company shall make additional quarterly payments under Debenture 2 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $10,428 on Debenture 2.

On May 31, 2023, the Debenture 2 was amended as follows: (1) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and Interest monthly through the maturity date.

On December 31, 2023, the Debenture 2 was amended as follows: The original issue discount in the amount of $187,000 was reduced to $37,500. A gain on extinguishment of debt in the amount of $111,807 was recognized in connection with this transaction, and a discount in the amount of $6,501 was recorded.

During the years ended May 31, 2024 and 2023, the Company amortized discounts on the Debenture 3 in the aggregate amount of $50,996 and $76,617, respectively. During the years ended May 31, 2024 and 2023, the Company made principal payments in the aggregate amount of $53,750 and $0, respectively, on the Debenture 2, and accrued interest in the amount of $13,256 and $37,500, respectively, on the Debenture 2.

May 31, 2024

May 31, 2023

Debenture 3

Debenture in the principal amount of $500,000 (the “Debenture 3”) dated December 21, 2021, which bears interest, payable quarterly commencing nine months after issuance, at a rate of 15% per annum. Principal on Debenture 3 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 151,516 shares of common stock at an exercise price of $1.65 per share of common stock. The Company shall make additional quarterly payments under Debenture 3 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $19,335 on Debenture 3. The Company also recorded an original issue discount in the amount of $375,000 on Debenture 3.

During the years ended May 31, 2024 and 2023, discounts in the aggregate amount of $80,443 and $152,646, respectively, were charged to operations. During the years ended May 31, 2024 and 2023, the Company accrued interest in the amounts of $47,084 and $75,000, respectively, on Debenture 3. During the years ended May 31, 2024 and 2023, respectively, the Company made principal payments in the amount of $500,000 and %0 on Debenture 3.

On May 31, 2023, the Debenture 3 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date.

On December 31, 2023, the Debenture 3 was amended as follows: The original issue discount in the amount of $375,000 was reduced to $75,000. A gain on extinguishment of debt in the amount of $248,190 was recognized in connection with this transaction, and a discount in the amount of $52,946 was recorded.

On February 22, 2024, the Company settled the amounts due under Debentures 3, 4, and 5 for a cash payment in the aggregate amount of $1,250,000 and the return of 13,174,402 shares of the Company’s common stock and the cancellation of 454,548 common stock warrants. A gain in the aggregate amount of $596,949 was recognized on this transaction. See note 19.

Debenture 4

Debenture in the principal amount of $500,000 (the “Debenture 4”) dated January 4, 2022, which bears interest, payable quarterly commencing nine months after issuance, at a rate of 15% per annum. Principal on Debenture 4 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 151,516 shares of common stock at an exercise price of $1.65 per share of common stock. The Company shall make additional quarterly payments under Debenture 4 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on Debenture 4. . The Company also recorded an original issue discount in the amount of $375,000 on Debenture 4.

During the years ended May 31, 2024 and 2023, discounts in the aggregate amount of $82,410 and $156,862, respectively, were charged to operations. During the years ended May 31, 2024 and 2023, the Company accrued interest in the amounts of $47,084 and $75,000, respectively, on Debenture 4. During the years ended May 31, 2024 and 2023, the Company made interest payments in the amounts of $30,417 and $49,167, respectively. During the years ended May 31, 2024 and 2023, the Company made principal payments in the amount of $500,000 and $0, respectively, on Debenture 4.

On May 31, 2023, the Debenture 4 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date.

On December 31, 2023, the Debenture 4 was amended as follows: The original issue discount in the amount of $375,000 was reduced to $75,000. A gain on extinguishment of debt in the amount of $244,859 was recognized in connection with this transaction, and a discount in the amount of $52,509 was recorded.

On February 22, 2024, the Company settled the amounts due under Debentures 3, 4, and 5 for a cash payment in the aggregate amount of $1,250,000 and the return of 13,174,402 shares of the Company’s common stock and the cancellation of 454,548 common stock warrants. A gain on settlement of debt in the aggregate amount of $596,949 was recognized on this transaction. See note 19.

May 31, 2024

May 31, 2023

Debenture 5

Debenture in the principal amount of $500,000 (the “Debenture 5”) dated January 4, 2022, which bears interest, payable quarterly commencing nine months after issuance, at a rate of 15% per annum. Principal on Debenture 5 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 151,516 shares of common stock at an exercise price of $1.65 per share of common stock. The Company shall make additional quarterly payments under Debenture 5 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on Debenture 5. The Company also recorded an original issue discount in the amount of $375,000 on Debenture 5.

During the years ended May 31, 2024 and 2023, discounts in the aggregate amount of $82,410 and $156,862, respectively, were charged to operations. During the years ended May 31, 2024 and 2023, the Company accrued interest in the amounts of $47,084 and $75,000, respectively, on Debenture 5. During the years ended May 31, 2024 and 2023, the Company made interest payments in the amounts of $30,417 and $49,167, respectively. During the years ended May 31, 2024 and 2023, the Company made principal payments in the amount of $500,000 and $0, respectively, on Debenture 5.

On May 31, 2023, the Debenture 5 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date.

On December 31, 2023, the Debenture 5 was amended as follows: The original issue discount in the amount of $375,000 was reduced to $75,000. A gain on extinguishment of debt in the amount of $244,859 was recognized in connection with this transaction, and a discount in the amount of $52,509 was recorded.

On February 22, 2024, the Company settled the amounts due under Debentures 3, 4, and 5 for a cash payment in the aggregate amount of $1,250,000 and the return of 13,174,402 shares of the Company’s common stock and the cancellation of 454,548 common stock warrants. A gain on settlement of debt in the aggregate amount of $596,949 was recognized on this transaction. See note 19.

Debenture 6

Debenture in the principal amount of $500,000 (the “Debenture 6”) dated January 4, 2022, which bears interest, payable quarterly commencing nine months after issuance, at a rate of 15% per annum. Principal on Debenture 6 is due in two equal installments 18 months after issuance and at maturity on July 10, 2024. With the Debenture, the purchaser received warrants to purchase 151,516 shares of common stock at an exercise price of $1.65 per share of common stock. The Company shall make additional quarterly payments under Debenture 6 beginning 90 days after the end of its first fiscal quarter after January 10, 2025, and for the next five years, on an annual basis, equal to the greater of (a) 15% of the original principal amount, or (b) the purchaser’s pro rata portion of 5% of the distributions the Company receives as a result of the Quinn River Joint Venture during the prior fiscal year. The Company recorded a discount in the amount of $17,154 on Debenture 6. The Company recorded an original issue discount in the amount of $375,000 on Debenture 6.

During the years ended May 31, 2024 and 2023, discounts in the aggregate amount of $91,815 and $156,862, respectively, were charged to operations. During the years ended May 31, 2024 and 2023, the Company accrued interest in the amounts of $67,717 and $75,000, respectively, on Debenture 6. Interest in the amount of $15,570 was capitalized during the year ended May 31, 2024. During the years ended May 31, 2024 and 2023, the Company made interest payments in the amounts of $30,417 and $49,167, respectively. During the years ended May 31, 2024 and 2023, the Company made principal payments in the amount of $100,000 and $0, respectively, on Debenture 6.

On May 31, 2023, the Debenture 6 was amended as follows: (1) the maturity date was extended to October 31, 2024; (2) the first payment of principal and interest on June 30, 2023, followed by quarterly payment of principal and interest on September 30, 2023, beginning October 31, 2023, the Company is required to pay the note holder principal and interest monthly through the maturity date.

On December 31, 2023, the Debenture 6 was amended as follows: The original issue discount in the amount of $375,000 was reduced to $75,000. A gain on extinguishment of debt in the amount of $402,370 was recognized in connection with this transaction, and a discount in the amount of $209,783 was recorded.

Promissory Note 6 (“PN6”)

PN6 in the principal amount of $250,000 (the “PN6”) dated February 22, 2024, which bears interest a rate of 12% per annum. Principal and interest payments are due monthly for 24 months in the amount $11,799 beginning March 31, 2024. During the year ended May 31, 2024, the Company made principal payments on the PN6 in the amount of $27,498 and accrued interest in the amount of $7,900.

Notes Payable

Original Issue Discount

Notes Payable, Gross

Less: Discount

Notes Payable, Net of Discount

May 31, 2024

May 31, 2023

Total –Notes Payable, Current Portion, Net of Discount

Total –Notes Payable, Long-term Portion, Net of Discount