Common Stock and Warrants

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Common Stock and Warrants

Note 3 – Common Stock and Warrants

Effective December 29, 2023, the Company completed the sale of an aggregate of 16,546,699 shares of its Common Stock to a corporation incorporated under the laws of Ontario (“Vendor”) in consideration of the assignment by Vendor to the Company of an aggregate of 10 million shares of Common Stock of Nubian.

In April 2023 the Company completed a private placement in which we sold 14,500,000 units. Each unit was priced at C$0.07 and consisted of one share of the Company’s common stock and one stock purchase warrant granting the holder the right to purchase one additional share of common stock at a price of C$0.10. The warrants expire April 24, 2025. All securities issued in connection with the offering are subject to restrictions on resale in Canada and the United States pursuant to applicable securities laws and the policies of any applicable stock exchange. An additional 220,303 broker warrants were granted to a Canadian broker and C$7,921 as a placement fee. We realized total proceeds of $744,160 net of offering costs.

During January 2023, the Company executed a promissory note with John Gibbs, a related party discussed in Note 6, for $25,000. The Company issued 357,143 shares at C$0.07 per share as a part of the April 2023 private placement to settle this note payable.

During August, September and October 2022, the Company completed the private placement of four tranches (August 12, 2022; August 31, 2022; September 14, 2022; October 28, 2022) in which we sold 8,807,700 units. Each unit was priced at C$0.08 and consisted of one share of the Company’s common stock and one stock purchase warrant granting the holder the right to purchase one additional share of common stock at a price of C$0.12. The warrants expire 24 months from issue date. All securities issued in connection with the offering are subject to restrictions on resale in Canada and the United States pursuant to applicable securities laws and the policies of any applicable stock exchange. An additional 184,350 broker warrants were granted along with C$14,748 to brokers as a placement fee. We realized total proceeds of C$689,868 net of offering costs. In June 2022, the Company executed a promissory note with John Gibbs for $26,100 at 6% that is payable on demand as part payment for mineral property in escrow. In September 2022, the Company issued 443,110 shares of common stock as a part of the private placement offering to settle $26,100 of notes payable and $463 of accrued interest to Mr. Gibbs.

In April 2022 the Company completed a private placement in which we sold 6,250,000 units. Each unit was priced at C$0.08 and consisted of one share of the Company’s common stock and one stock purchase warrant granting the holder the right to purchase one additional share of common stock at a price of C$0.15. The warrants expire April 13, 2025. All securities issued in connection with the offering are subject to restrictions on resale in Canada and the United States pursuant to applicable securities laws and the policies of any applicable stock exchange. An additional 70,000 broker warrants were granted to a Canadian broker as a placement fee. We realized total proceeds of $394,082 net of offering costs. During March 2022, the Company executed two promissory notes with John Gibbs for $50,000 and $25,000 at 6% that is payable on demand. In April 2022, the Company issued 1,181,250 shares out of 3,375,000 shares of common stock in April 2022 at C$0.08 per share as a part of the private placement offering to settle $75,000 of notes payable to Mr. Gibbs.

The warrants have an exercise price in Canadian dollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging, the warrants have a derivative liability value. Outstanding subscription warrants were valued as of December 31, 2023, with various inputs using a Black Scholes model. Broker warrants are valued at the time of issuance. The following is a summary of warrants issued and outstanding.

As of December 31, 2023:

Issue Date	Expiration Date	Exercise Price (CAD)	Valuation	Volatility	Warrants Issued
Subscription Warrants
5/25/2021	5/31/2024	$0.15	$6,210	140%	6,250,000
9/30/2021	5/31/2024	$0.15	3,002	136%	3,108,700
4/14/2022	4/13/2025	$0.15	21,707	107%	6,250,000
8/12/2022	8/12/2024	$0.12	6,501	120%	3,247,500
8/31/2022	8/31/2024	$0.12	5,182	119%	2,300,000
9/14/2022	9/14/2024	$0.12	6,978	119%	2,760,200
10/24/2022	10/24/2024	$0.12	1,278	111%	500,000
4/24/2023	4/24/2025	$0.10	81,104	108%	14,500,000
			$131,962		38,916,400

Broker Warrants
4/14/2022	4/13/2024	$0.15	1,344	138%	70,000
8/31/2022	8/31/2024	$0.12	6,312	132%	104,250
9/14/2022	9/14/2024	$0.12	2,921	134%	80,100
4/24/2023	4/24/2025	$0.10	7,954	117%	220,303
			$18,531		474,653

As of December 31, 2022:

Issue Date	Expiration Date	Exercise Price (CAD)	Valuation	Volatility	Warrants Issued
Subscription Warrants
5/25/2021	5/31/2024	$0.15	$225,316	132%	6,250,000
9/30/2021	5/31/2024	$0.15	115,122	134%	3,108,700
4/14/2022	4/13/2025	$0.15	293,698	133%	6,250,000
8/12/2022	8/12/2024	$0.12	134,067	128%	3,247,500
8/31/2022	8/31/2024	$0.12	95,351	126%	2,300,000
9/14/2022	9/14/2024	$0.12	115,000	125%	2,760,200
10/24/2022	10/24/2024	$0.12	21,266	124%	500,000
			$999,820		24,416,400

Broker Warrants
5/25/2021	5/31/2023	$0.15	12,943	205%	173,810
9/30/2021	9/30/2023	$0.15	7,472	196%	91,000
4/14/2022	4/13/2024	$0.15	1,344	138%	70,000
8/31/2022	8/31/2024	$0.12	6,312	132%	104,250
9/14/2022	9/14/2024	$0.12	2,921	134%	80,100
			$30,992		519,160

The following is a summary of warrants exercised, issued and expired:

	Total
Balance at December 31, 2021		9,623,510
Exercised		0
Issued		15,312,050
Expired		0
Balance at December 31, 2022		24,935,560
Exercised		0
Issued		14,720,303
Expired		(264,810	)
Balance at December 31, 2023		39,391,053
Weighted average exercise price	$	0.12