Stockholders’ deficit

9 Months Ended

Oct. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stockholders’ deficit

NOTE 5 – Stockholders’ deficit

Common Stock

Our common shares are all of the same class, are voting and entitle stockholders to receive dividends to the extent declared by the Board of Directors. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets.

On July 3, 2024, the Board of Directors amended the articles of incorporation to increase the Company’s common stock by 75,000,000 shares.

Common Stock for Services

On May 26, 2023, the Company entered into a twelve-month stock compensation and subscription agreement with an investor relations firm that includes the issuance of 978,300 shares of restricted common stock. Upon signing the agreement, the Company issued 978,300 shares of restricted common stock and will recognize the expense over the twelve-month service period. The shares of restricted common stock will be subject to a six-month hold period from the date of issuance. During the nine months ended October 31, 2024, the Company recognized $12,229 of expense related to this agreement.

On August 5, 2024, the Company entered into a twelve-month stock compensation and subscription agreement with an investor relations firm that includes the issuance of 225,000 shares of restricted common stock with a fair value of $45,000. During the nine months ended October 31, 2024, the Company recognized $45,000 of expense related to this agreement.

Equity Financing

On September 25, 2024, the Company entered into an investment agreement (the “Investment Agreement”) with GHS Investments, LLC (the “Investor”), whereby the Investor has agreed to invest up to $10,000,000 to purchase shares of our common stock over a 24-month-term that commenced on September 25, 2024. Subject to the terms and conditions of the Investment Agreement and Registration Agreement, we may, in our sole discretion, deliver a put notice to the Investor which states the dollar amount which we intend to sell to the Investor on a certain date. The amount that we shall be entitled to sell to Investor shall be equal to two hundred percent (200%) of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable notice date so long as such amount does not exceed a calculated dollar amount per every 10 days of $500,000. The minimum amount shall be equal to $10,000. On October 24, 2024, the Investor purchased 79,976 restricted shares of the Company’s common stock for net proceeds of $6,414 ($0.08 per share), after deducting the legal fees and clearing expenses. As consideration for entering into the purchase agreement, the Company issued 100,000 shares of common stock to the Investor as a commitment fee. The shares were valued at approximately $20,000 and were recorded as deferred offering costs on the balance sheet. The deferred charges will be charged against paid-in capital upon future proceeds from the sale of common stock under this agreement. During the nine months ended October 31, 2024, $1,000 of deferred offering cost was charged against paid-in capital. As of October 31, 2024, unamortized deferred offering costs totaled $20,000.

Shares Issued for Conversion of Notes

During the nine months ended October 31, 2024, the Company issued a total of 867,389 shares of our common stock for conversions of $110,000 in principal and $4,000 of interest on convertible notes payable at an exercise price ranging from $0.0961 to $0.1888. The conversion was in accordance with the terms of the agreement and no gain or loss was recognized.

Subscription Receivable

On September 29, 2022, the Company granted 674,000 options to purchase shares of common stock to employees. The options expire ten years following issuance and have an exercise price of $0.15. The options vested upon issuance and have a total fair value of $104,226. On the same day, the Company issued note agreements to the employees totaling $101,100 and the employees exercised the 674,000 options. The notes bear interest of 3.15% per annum, are due on September 30, 2027, and were recorded as a subscription receivable.

On March 13, 2023, the Company granted 250,000 options to purchase shares of common stock to the Brett Gross, the Company’s prior CEO. The options expire ten years following issuance and have an exercise price of $0.067. The options vested upon issuance and have a total fair value of $16,750. On the same day, the Company issued a note agreement to the Mr. Gross totaling $16,750 and Mr. Gross exercised the 250,000 options. The note bears interest of 3.15% per annum, is due on March 15, 2028, and was recorded as a subscription receivable. On February 12, 2024, the Company signed an addendum to the January 31, 2023, promissory note to net the $16,750 subscription receivable with Mr. Gross and accrued interest of $480 with the promissory note.

As of October 31, 2024, and January 31, 2024, the subscription receivable was $101,100 and $117,850, respectively.

Stock Options

Qualified and non-qualified incentive stock options outstanding at October 31, 2024 are as follows:

	Number of options			Weighted average exercise price per share
Outstanding, January 31, 2024		2,808,760		$	0.83
Granted		632,238			0.22
Expired		–			–
Exercised		(75,000	)		0.05
Outstanding, October 31, 2024		3,365,998		$	0.74
Exercisable, October 31, 2024		3,203,498		$	0.76

These options had a weighted average remaining life of 9.11 years and have an aggregate intrinsic value of $253,984 as of October 31, 2024. The aggregate intrinsic value is calculated based on the stock price of $0.178 per share as of October 31, 2024.

On December 4, 2023, the Company entered into a letter of understanding with a geologist for services to be provided to the Company. As compensation, the Company will pay $4,000 per month and grant the geologist 10,000 options to purchase shares of common stock upon signing the agreement and monthly stock options to purchase 4,000 shares of common stock on a month-to-month basis. The options have a strike price equal to the closing price per share on the day the options are issued, vest upon issuance and expire in three years. During the nine months ended October 31, 2024, the Company granted 54,000 options to purchase shares of common stock to geologist. The exercise price of the options ranges from $0.047 to $0.725. The total fair value of these option grants at issuance was $15,024. During the nine months ended October 31, 2024, the Company recognized $15,024 of expense related to these options.

On June 28, 2024, the Company granted 165,737 options to an employee. The options expire ten years following issuance and have an exercise price of $0.226. The options vest upon issuance and have a total fair value of $37,457. The Company valued the options using the Black-Scholes model with the following key assumptions: fair value stock price, $0.226, Exercise price, $0.226, Term 10 years, Volatility 178%, and Discount rate 4.36% and a dividend yield of 0%.

On August 23, 2024, the Company granted 75,000 options to a board member. The options expire ten years following issuance and have an exercise price of $0.16. The options vest upon issuance and have a total fair value of $12,337. The Company valued the options using the Black-Scholes model with the following key assumptions: fair value stock price, $0.226, Exercise price, $0.226, Term 6.3 years, Volatility 191%, and Discount rate 3.71% and a dividend yield of 0%.

During the nine months ended October 31, 2024 and 2023, we recognized $300,101 and $38,553 of compensation expense related to incentive and non-qualified stock options previously granted to officers, employees and consultants.

As of October 31, 2024, there was $47,901 of unrecognized share-based compensation for all share-based awards outstanding.

Warrants

As of October 31, 2024, there were 14,032,073 warrants to purchase shares of common stock outstanding and 13,524,541 warrants to purchase shares of common stock exercisable. The warrants have a weighted average remaining life of 1.75 years and a weighted average exercise price of $0.12 per warrant for one common share. The warrants had an aggregate intrinsic value of $1,618,975 as of October 31, 2024.

Stock warrants outstanding at October 31, 2024 are as follows:

	Number of warrants			Weighted average exercise price per share
Outstanding, January 31, 2024		14,254,813		$	0.21
Issued		–			–
Expired		(222,740	)		1.26
Exercised		–			–
Outstanding, October 31, 2024		14,032,073		$	0.19
Exercisable, October 31, 2024		13,524,541		$	0.12