February 29, 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 $110,772 was recognized in connection with this transaction, and a discount in the amount of $11,272 was recorded. During the three and nine months ended February 29, 2024, the Company accrued interest in the amount of $7,500 and $25,833, respectively, on the Debenture 1. During the three and nine months ended February 29, 2024, the Company amortized discounts in the amount of $5,352 and $35,653, respectively.

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 $117,883 was recognized in connection with this transaction, and a discount in the amount of $12,577 was recorded. During the three and nine months ended February 29, 2024, the Company accrued interest in the amount of $2,344 and $12,084, respectively, on the Debenture 2. During the three and nine months ended February 29, 2024, the Company amortized discounts in the amount of $6,721 and $45,029, respectively.

February 29, 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. During the three and nine months ended February 29, 2024, $1,541 and $3,082, respectively, of this discount was charged to operations. The Company recorded an original issue discount in the amount of $375,000 on Debenture 3. During the three and nine months ended February 29, 2024, $29,886 and $59,772, respectively, of this original issue discount was charged to operations. During the three and nine months ended February 29, 2024, the Company accrued interest in the amounts of $17,917 and $36,667, respectively, on Debenture 3, respectively. During the three and nine months ended February 29, 2024, respectively, the Company made interest payments in the amounts of $30,417 and $49,167. During the three and nine months ended February 29, 2024, the Company made principal payments in the amount of $66,667 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 $219,528 was recognized in connection with this transaction, and a discount in the amount of $24,284 was recorded. During the three and nine months ended February 29, 2024, the Company accrued interest in the amount of $10,417 and $47,084, respectively, on the Debenture 3. During the three and nine months ended February 29, 2024, the Company amortized discounts in the amount of $11,127 and $73,981, respectively.

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. During the three and nine months ended February 29, 2024, $1,413 and $2,826, respectively, of this discount was charged to operations. The Company recorded an original issue discount in the amount of $375,000 on Debenture 4. During the three and nine months ended February 29, 2024, $30,882 and $61,764, respectively, of this original issue discount was charged to operations. During the three and nine months ended February 29, 2024, the Company accrued interest in the amounts of $17,917 and $36,667, respectively, on Debenture 4. During the three months ended February 29, 2024, the Company made interest payments in the amounts of $30,417 and $49,167, respectively. During the three and nine months ended February 29, 2024, the Company made principal payments in the amount of $66,667 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 $216,634 was recognized in connection with this transaction, and a discount in the amount of $24,284 was recorded. During the three and nine months ended February 29, 2024, the Company accrued interest in the amount of $10,417 and $47,084, respectively, on the Debenture 4. During the three and nine months ended February 29, 2024, the Company amortized discounts in the amount of $11,416 and $76,006, respectively. 

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.

February 29, 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. During the three and nine months ended February 29, 2024, $1,413 and $2,826, respectively, of this discount was charged to operations. The Company recorded an original issue discount in the amount of $375,000 on Debenture 5. During the three and nine months ended February 29, 2024, $30,882 and $61,764, respectively, of this original issue discount was charged to operations. During the three and nine months ended February 29, 2024, the Company accrued interest in the amounts of $17,917 and $36,667, respectively, on Debenture 5. During the three and nine months ended February 29, 2024, the Company made interest payments in the amounts of $30,417 and $49,167, respectively. During the three and nine months ended February 29, 2024, the Company made principal payments in the amount of $66,667 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 $216,634 was recognized in connection with this transaction, and a discount in the amount of $24,284 was recorded. During the three and nine months ended February 29, 2024, the Company accrued interest in the amount of $10,417 and $47,084, respectively, on the Debenture 5. During the three and nine months ended February 29, 2024, the Company amortized discounts in the amount of $11,416 and $76,006, respectively.

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. During the three and nine months ended February 29, 2024, $1,413 and $2,826, respectively, of this discount was charged to operations. The Company recorded an original issue discount in the amount of $375,000 on Debenture 6. During the three and nine months ended February 29, 2024, $30,882 and $61,764, respectively, of this original issue discount was charged to operations. During the three and nine months ended February 29, 2024, the Company accrued interest in the amounts of $17,917 and $49,167, respectively, on Debenture 6. During the three and nine months ended February 29, 2024, the Company made interest payments in the amounts of $30,417 and $49,167, respectively. During the three and nine months ended February 29, 2024, the Company made principal payments in the amount of $66,667 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 $206,856 was recognized in connection with this transaction, and a discount in the amount of $14,270 was recorded. During the three and nine months ended February 29, 2024, the Company accrued interest in the amount of $15,479 and $52,146, respectively, on the Debenture 6. During the three and nine months ended February 29, 2024, the Company amortized discounts in the amount of $11,208 and $76,000, respectively.

Debenture 7

Debenture in the principal amount of $475,000 (the “Debenture 7”) dated January 2, 2024, which bears interest at a rate of 12% per annum. Principal and interest payments are due monthly for 36 months in the amount $15,917 beginning February 29, 2024. During the three and nine months ended February 29, 2024, the Company made principal and interest payments on the Debenture 7 in the amount of $6,892 and $9,025, respectively.

Debenture 8

Debenture in the principal amount of $465,000 (the “Debenture 8”) dated January 2, 2024, which bears interest a rate of 12% per annum. Principal and interest payments are due monthly for 36 months in the amount $15,582 beginning February 29, 2024. During the three and nine months ended February 29, 2024, the Company made principal and interest payments on the Debenture 8 in the amount of $6,747 and $8,835, respectively.

Debenture 9

Debenture in the principal amount of $450,000 (the “Debenture 9”) 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 $21,239 beginning March 31, 2024. During the three and nine months ended February 29, 2024, the Company made no principal and interest payments on the Debenture 9.

Debenture 10

Debenture in the principal amount of $300,000 (the “Debenture 10”) 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 $14,159 beginning March 31, 2024. During the three and nine months ended February 29, 2024, the Company made no principal and interest payments on the Debenture 10.

Debenture 11

Debenture in the principal amount of $350,000 (the “Debenture 11”) 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 $16,519 beginning March 31, 2024. During the three and nine months ended February 29, 2024, the Company made no principal and interest payments on the Debenture 11.

Debenture in the principal amount of $250,000 (the “Debenture 12”) 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 three and nine months ended February 29, 2024, the Company made no principal and interest payments on the Debenture 12.

Total

Original Issue Discount

Notes Payable, Gross

Less: Discount

Notes Payable, Net of Discount

February 29, 2024

May 31, 2023

Total – Notes Payable, Net of Discounts, Current Portion

Total – Notes Payable, Net of Discounts. Long Term Portion

2025

2026

2027

2028

2029

Thereafter

Total