AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR

SUBJECT TO COMPLETION; DATED SEPTEMBER 26, 2025

Modern Mining Technology Corp.

Modern Mining Technology Corp.

1055 West Georgia Street, 1500 Royal Centre

Vancouver, British Columbia, V6E 4N7, Canada

Tel: +1 (984) 235-6778

www.modernmining.com

UP TO 7,058,823 COMMON SHARES 

AGENT WARRANT FOR THE PURCHASE OF UP TO 211,764 COMMON SHARES

UP TO 211,764 COMMON SHARES UNDERLYING AGENT WARRANT

PRICE: $4.25 PER SHARE

The minimum investment in this offering is 200 Common Shares, or $850, unless waived by the Company in its sole discretion

Modern Mining Technology Corp., a corporation formed under the laws of the Province of British Columbia (the “Company”, “we,” or “our”), is offering up to $30,000,000 or 7,058,823 Shares (the “Maximum Offering”) at a purchase price of $4.25 USD per share on a “best efforts” basis. Although the Company, may raise up to $30,000,000 in this offering, it may, in its sole discretion, decide to terminate the offering earlier, including after the Company reaches its internal target amount of $15,000,000.  We are selling our Shares through a Tier 2 offering pursuant to Regulation A (Regulation A+) under the Securities Act of 1933, as amended (the “Securities Act”), and we intend to sell the Shares through the Selling Agent.

We intend to apply to have the Shares listed on Nasdaq Stock Exchange (the “Nasdaq”) under the symbol “MDRN.” To qualify for such listing, this Offering must meet the following minimum quantitative standards of the Nasdaq Capital Market: (i) 300 public holders of 100 Common Shares or more; (ii) 1,000,000 publicly held Common Shares; and (iii) an aggregate market value of publicly held Common Shares of $15.0 million (the “Minimum Quantitative Standards”). If approved, we intend to list the Shares on Nasdaq in the first quarter of 2026 following Nasdaq’s certification of our Form 8-A to be filed concurrently with qualification of, or a post-qualification amendment to, the Offering Statement of which this offering circular forms a part. If the Shares are not approved for listing on Nasdaq, we will not complete the Offering contemplated hereby. No assurance can be given that our application to list on Nasdaq will be approved or that an active trading market for the Shares will develop. The Shares are not currently listed or quoted on any exchange.

We will issue to the Selling Agent the Agent Warrant to purchase such number of Shares equal to 3.0% of the total number of Shares sold in this Offering, at a per Share price equal to 125% of the per Share price of the Shares offered hereby (subject to adjustments). The Offering Statement of which this Offering Circular forms a part also registers the issuance of the Shares issuable upon exercise of the Agent Warrant (although the Selling Agent has agreed not to sell the Agent Warrant or any of the shares issuable upon exercise of the Agent Warrant until six months after the commencement of the Offering). We do not intend to list the Agent Warrant on a national securities exchange or an over-the-counter quotation system. See “Plan of Distribution” for a description of these arrangements.

This is a continuous offering pursuant to Rule 251(d)(3)(i)(F) of Regulation A. We will commence this offering within two calendar days of the qualification by the SEC of the offering statement of which this offering circular forms a part and will continue to offer the Common Shares for an indefinite period of time (which may exceed 30 days from the date of qualification) until the offering is terminated. This Offering will terminate at the earliest of: (1) the date at which the Maximum Offering amount has been received by us, (2) one year from the date upon which the United States Securities and Exchange Commission (the “SEC” or “Commission”) qualifies the Offering Statement of which this Offering Circular forms a part, and (3) the date at which the Offering is earlier terminated by us in our sole discretion, including after the Company reaches its internal target amount raised of $15,000,000, and (4) February 16, 2026. This Offering is being conducted on a best-efforts basis. We intend to complete one closing in this Offering, and we will determine the closing date at our discretion based on our review of subscriptions received and in consultation with Digital Offering. While we intend to close the Offering as soon as possible following the qualification by the SEC of the offering statement of which this offering circular forms a part, we will not close the Offering until the Common Shares are approved for listing on Nasdaq. As a result, we will not close this Offering until we can establish that the Offering meets the Minimum Quantitative Standards. If we do not meet the Minimum Quantitative Standards by the Termination Date (as defined below), we will terminate this Offering and all funds tendered by investors with their subscriptions will be promptly returned to such investors in accordance with Rules 10b-9 and 15c2-4 under the Exchange Act. Once we have determined to close the Offering, we will inform investors of such closing date and the listing date via e-mail at least seven calendar days prior to the closing date, in accordance the terms of the subscription agreements executed by such investors. For more information regarding subscriptions and subscription agreements, see the section titled “Plan of Distribution-Procedures for Subscribing.” On the closing date, funds tendered by investors with their subscriptions will be made available to us and we will issue such investors their respective Common Shares.

INVESTING IN THE COMMON SHARES OF MODERN MINING TECHNOLOGY CORP. IS SPECULATIVE AND INVOLVES SUBSTANTIAL RISKS. YOU SHOULD PURCHASE THESE SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE “RISK FACTORS” BEGINNING ON PAGE 12 TO READ ABOUT THE MORE SIGNIFICANT RISKS YOU SHOULD CONSIDER BEFORE INVESTING IN THE COMMON SHARES OF THE COMPANY.

THE SEC DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

In particular, our securities have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada during the course of their distribution hereunder except pursuant to a Canadian prospectus or prospectus exemption. The information in this OFFERING CIRCULAR is accurate only as of the date on its respective cover, regardless of the time of delivery of this OFFERING CIRCULAR or the time of any sale of our securities.

Sales of these securities will commence on approximately __________, 2025.

This Offering Circular follows the disclosure format of Part I of SEC Form S-1 pursuant to the general instructions of Part II(a)(1)(ii) of Form 1-A.

In the event that we become a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Implications of Being an Emerging Growth Company.”

TABLE OF CONTENTS

In this Offering Circular unless otherwise indicated or the context requires otherwise, the words “we,” “us,” “our,” the “Company,” or “our Company,” refer to Modern Mining Technology Corp., a Canadian corporation and its subsidiaries.

ABOUT THIS OFFERING CIRCULAR

As used in this Offering Circular, unless the context otherwise requires or otherwise states, references to “Modern Mining,” the “Company,” “we,” “us,” “our,” and similar references refer to Modern Mining Technology Corp., a corporation formed under the laws of the Province of British Columbia, Canada, and its subsidiaries.

Our functional currency is the Canadian dollar, the legal currency of Canada (“C$”) while the reporting currency is the U.S. dollar (“US$”). The functional and reporting currency of Urban Mining International Inc., our US wholly-owned subsidiary, is the U.S. dollar, the legal currency of the United States. Unless noted otherwise, all references to dollars herein are to US$.

INTERNATIONAL FINANCIAL REPORTING STANDARDS

Our financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). Our fiscal year ends on December 31 of each year as does our reporting year. Our most recent fiscal year ended on December 31, 2024. See Notes 2 and 3 to our audited consolidated financial statements for the years ended December 31, 2024 and 2023, included elsewhere in this Offering Circular, for a discussion of the basis of presentation, functional currency and summary of updated material accounting policies.

We have made rounding adjustments to some of the figures included in this Offering Circular. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

RISK FACTORS

An investment in our Shares involves a high degree of risk. The SEC requires that we identify risks that are specific to our business and our financial condition. You should carefully consider the following risk factors and the other information in this Offering Circular before investing in our securities. Our business and results of operations could be seriously harmed by any of the following risks. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. If any of the following risks actually occur, our business, reputation, financial condition, results of operations, revenue and future prospects could be materially adversely affected and you could lose all or part of your investment in the Shares. In such case, the value of our securities could decline, and you may lose all or part of your investment.

Risks Related to our Business and Industry

We are an early-stage company with limited operating history and may never become profitable.

We are a development stage company with no meaningful commercial revenues and only net losses. For the year ended December 31, 2024, our revenue was $Nil and we recorded a net loss of $2,305,221. For the year ended December 31, 2023, our revenue was $Nil and we recorded a net loss of $2,702,050. Our primary sources of liquidity are currently the funds raised from the issuance of the offering of the Urban Mining International, Inc. UMI Warrants, our common shares, the 2022 Debenture Offering, the 2024 Debenture Offering, the funds borrowed from Blue Bird Capital Enterprises, LLC, the funds borrowed from certain other shareholders and the funds borrowed from former directors and officers. We expect both our capital and operating expenditures will increase significantly in connection with our ongoing activities.

We expect to require adequate proceeds generated from this Offering and additional funding to expand our operations and develop our sales and distribution channels. However, there can be no assurance that additional funding will be available to us for the development of our business, which will require the commitment of substantial resources. Accordingly, you should consider our prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development. Potential investors should carefully consider the risks and uncertainties that an early-stage company with a very limited operating history will face. In particular, potential investors should consider that we may be unable to:

We believe that our performance and future success is dependent on multiple factors that present significant opportunities for us to increase revenues, but also pose risks and challenges. If we cannot successfully develop, manufacture and distribute our products, or if we experience difficulties in the development process, such as capacity constraints, quality control problems or other disruptions, we may not be able to develop or offer market-ready commercial products at acceptable costs, which would adversely affect our ability to effectively enter the market or expand our market share. A failure by us to achieve a low-cost structure through economies of scale or improvements in cultivation, manufacturing or distribution processes would have a material adverse effect on our commercialization plans and our business, prospects, results of operations and financial condition.

Our revenue depends on obtaining, maintaining and increasing feedstock of E-Waste supply commitments as well as securing new customers and off-take agreements.

We must obtain, maintain and grow our E-Waste feedstock supply commitments as well as new customers (including through entry into off-take agreements for our concentrates and products) in order to generate revenue. As of the date of this Offering Circular, we have no firm commitments for the supply of E-Waste feedstock to our operating facility, and only have non-binding letters of intent from numerous suppliers. Such suppliers have no contractual obligation to provide us any E-waste feedstock for our current operations. Going forward, we may be unable to secure contracts with such E-Waste feedstock vendors and even if we do secure such contracts, E-Waste feedstock suppliers may change or delay supply contracts for any number of reasons, such as force majeure or government approval factors that are unrelated to Modern Mining. Likewise, we do not currently have any off-take agreements for the sale of our products. Even if we do secure such off-take contracts, suppliers may fail to perform under their contracts for similar reasons outlined above.

As a result, in order to operate our business, we must develop and obtain feedstock supply and product off-take agreements. However, it is difficult to predict whether and when we will secure such commitments and/or contracts due to competition for suppliers and the lengthy process of negotiating supplier agreements as well as buyer contracts, all of which may be affected by factors that we do not control, such as market and economic conditions, financing arrangements, commodity prices, environmental issues and government approvals.

In addition to commodity prices, our revenues will be primarily driven by the volume and composition of E-Waste feedstock materials to be processed at our future facilities and changes in the volume or composition of E-Waste feedstock processed could significantly impact our revenues and results of operations.

Our future revenues depend on processing high volumes of E-Waste feedstock, and our revenues will be directly impacted by the chemistry of the feedstock processed, particularly as market chemistries shift. Certain feedstock chemistries produce raw materials for which we receive higher prices than others. A decline in overall volume of E-Waste feedstock processed, or a decline in volume of chemistries with higher priced content relative to other chemistries, could result in a significant decline in our revenues, which in turn would have a material impact on our results of operations.

Our success will depend on our ability to economically source, extract, and recover E-Waste, and to meet the market demand for sustainable and environmentally driven solutions for E-Waste processing.

Our future business depends in large part on our ability to economically and effectively process and recover strategic metals and materials from E-Waste, and to meet the market demand for sustainable and environmentally driven solutions for E-Waste processing. Although we have conducted research and development (“R&D”) and testing of our proprietary two-step PCP and APP process, we will need to scale our processing capacity in order to successfully implement our growth strategy and plan to do so in the future by, among other things, successfully building and developing our first commercial facility in Greenville, North Carolina. Although we have experience in processing E-Waste materials in our previous facilities, such operations were conducted on a limited scale, and we have not yet developed or operated a facility on a commercial scale to produce and sell end products. We do not know whether we will be able to develop efficient and low-cost processing capabilities, or whether we will be able to secure reliable sources of supply, in each case that will enable us to meet the production standards, costs and volumes required to successfully process E-Waste and meet our business objectives and customer needs. Even if we are successful in high-volume recycling and processing in our future facilities, we do not know whether we will be able to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond our control, such as problems with suppliers, or in time to meet the commercialization schedules of future recycling needs or to satisfy the requirements of our customers. Our ability to effectively reduce our cost structure over time is limited by the fixed nature of many of our planned expenses in the near-term, and our ability to reduce long-term expenses is constrained by our need to continue investment in our growth strategy. Any failure to develop and scale such manufacturing processes and capabilities within our projected costs and timelines could have a material adverse effect on our business, results of operations or financial condition.

We may not be able to successfully implement our growth strategy, on a timely basis or at all.

Our future growth, results of operations and financial condition depend upon our ability to successfully implement our growth strategy, which, in turn, is dependent upon a number of factors, some of which are beyond our control, including our ability to:

There can be no assurance that we can successfully achieve any or all of the above initiatives in the manner or time period that we expect. Further, achieving these objectives will require investments that may result in both short-term and long-term costs without generating any current revenue and therefore may be dilutive to earnings. We cannot provide any assurance that we will realize, in full or in part, the anticipated benefits we expect to generate from our growth strategy. Failure to realize those benefits could have a material adverse effect on our business, results of operations or financial condition.

The development of our Greenville, North Carolina facility, and future projects, if any, are subject to risks, including with respect to engineering, permitting, procurement, construction, commissioning and ramp-up, and we cannot guarantee that these projects will be completed in a timely manner, that our costs will not be significantly higher than estimated, or that the completed projects will meet expectations with respect to their productivity or the specifications of their end products, among others.

Our Greenville, North Carolina facility (herein, the “Facility”), and future projects, if any, are subject to development risks, including with respect to engineering, permitting, procurement, construction, commissioning and ramp-up. Because of the uncertainties inherent in estimating construction and labor costs and the potential for the scope of a project to change, it is relatively difficult to evaluate accurately the total funds that will be required to complete the Facility, or future projects. Further, our estimate of the amount of time it will take to complete the Facility, or future projects, are based on assumptions about the timing of engineering studies, permitting, procurement, construction, commissioning and ramp-up, all of which can vary significantly from the time an estimate is made to the time of completion. We cannot guarantee that the costs of the Facility, or future projects, will not be higher than estimated, or that we will have sufficient capital to cover any increased costs, or that we will be able to complete the Facility, or future projects, within expected timeframes. Any such cost increases or delays could negatively affect our results of operations and ability to continue to grow, particularly if the Facility, or any future project, cannot be completed. Further, there can be no assurance that the Facility will perform at the expected production rates or unit costs, or that the end products will meet the intended specifications.

We may be unable to manage future growth effectively.

Even if we can successfully implement our growth strategy, any failure to manage our growth effectively could materially and adversely affect our business, results of operations and financial condition. We intend to expand our operations around the United States, and internationally in the long-term, which will require us to hire and train new employees; accurately forecast supply and demand, production and revenue; control expenses and investments in anticipation of expanded operations; establish new or expand current design, production, and sales and service facilities; and implement and enhance administrative infrastructure, systems and processes. Future growth may also be tied to acquisitions, and we cannot guarantee that we will be able to effectively acquire other businesses or integrate businesses that we acquire. Failure to efficiently manage any of the above could have a material adverse effect on our business, results of operations or financial condition.

Failure to materially increase recycling capacity and efficiency could have a material adverse effect on our business, results of operations or financial condition.

Although our future commercial facility in North Carolina is expected to have an annual total processing capacity of approximately 8,000 tonnes of E-Waste, the future success of our business depends in part on our ability to significantly increase our recycling capacity and efficiency. We may be unable to expand our business, satisfy demand from customers, maintain our competitive position and achieve profitability if we are unable to build and operate any future facilities. The construction of future facilities will require significant cash investments and management resources and may not meet our expectations with respect to increasing capacity and efficiency. For example, if there are delays in any future planned facilities, or if our facilities do not meet expected performance standards or are not able to produce materials that meet the quality standards we expect, we may not meet our target for adding capacity, which would limit our ability to increase sales and result in lower-than-expected sales and higher than expected costs and expenses. Failure to drastically increase recycling and processing capacity or otherwise satisfy customers’ demands may result in a loss of market share to competitors, damage our relationships with our key customers, a loss of business opportunities or otherwise materially adversely affect our business, results of operations or financial condition.

We have not yet demonstrated commercial-scale metal recoveries from E-Waste, and actual operating results may differ materially from our laboratory and pilot-plant projections.

Although our proprietary PCP and APP processes have produced encouraging bench-scale and pilot-scale results, we have no experience operating these processes at the throughput rates, metal concentrations and continuous-run durations contemplated for our first commercial facility. Scale-up frequently introduces unanticipated engineering challenges, lower recoveries, higher reagent consumption, fouling, wear, downtime and maintenance costs. Should recoveries or unit costs deviate adversely from our current projections, we may be unable to meet offtake specifications, satisfy lender covenants or achieve positive operating margins, any of which would have a material adverse effect on our business.

Future acquisitions and strategic investments could be difficult to integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value, and harm our results of operations and financial condition.

We may in the future seek to acquire or invest in, businesses, products, or technologies that we believe could complement our operations or expand our breadth, enhance our capabilities, or otherwise offer growth opportunities. While our growth strategy includes broadening our product offerings, implementing an aggressive marketing plan and employing product diversification, there can be no assurance that our systems, procedures and controls will be adequate to support our operations as they expand. We cannot assure you that our personnel, systems, procedures or controls will be adequate to support our operations in the future or that we will be able to successfully implement appropriate measures consistent with our growth strategy. As part of our planned growth and diversified product offerings, we may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems.

Additionally, the integration of our acquisitions and pursuit of potential future acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. Any acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In addition, we have limited experience in acquiring other businesses. Specifically, we may not successfully evaluate or utilize the acquired products, assets or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. Moreover, the anticipated benefits of any acquisition, investment, or business relationship may not be realized, or we may be exposed to unknown risks or liabilities associated with our acquisitions.

We may not be able to find and identify desirable acquisition targets or we may not be successful in entering into an agreement with any one target. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could harm our results of operations. In addition, if an acquired business fails to meet our expectations, our business, results of operations, and financial condition may suffer. In some cases, minority shareholders may exist in certain of our non-wholly-owned acquisitions and may retain minority shareholder rights which could make a future change of control or necessary corporate approvals for actions more difficult to achieve and/or more costly.

We may also make strategic investments in early-stage companies developing products or technologies that we believe could complement our business or expand our breadth, enhance our technical capabilities, or otherwise offer growth opportunities. These investments may be in early-stage private companies for restricted shares. Such investments are generally illiquid and may never generate value. Further, the companies in which we invest may not succeed, and our investments could lose their value.

Expanding internationally involves risks that could delay our expansion plans and/or prohibit us from entering markets in certain jurisdictions, which could have a material adverse effect on our results of operations.

At present, we have no immediate intention to expand our operations outside of North America. If we were to expand more broadly and pursue international operations, those operations would be subject to certain risks inherent in doing business abroad, including:

We will be dependent on our facilities. If one or more of our facilities become inoperative, capacity constrained or if operations are disrupted, our business, results of operations or financial condition could be materially adversely affected.

Our revenue will be dependent on the continued operations of our facilities, including our Greenville, North Carolina head office/processing facility and any other facilities we may develop in the future. To the extent that we experience any operational risk including, among other things, fire and explosions, severe weather and natural disasters (such as floods and hurricanes), failures in water supply, major power failures, equipment failures (including any failure of our information technology, air conditioning, and cooling and compressor systems), a cyber-attack or other incident, failures to comply with applicable regulations and standards, labor force and work stoppages, including those resulting from local or global pandemics or otherwise, or if our current or future facilities become capacity constrained, we may be required to make capital expenditures even though we may not have sufficient available resources at such time.

Additionally, there is no guarantee that the proceeds available from our insurance policies will be sufficient to cover such capital expenditures. Our insurance coverage and available resources may prove to be inadequate for events that may cause significant disruption to our operations. Any disruption in our recycling processes could result in production delays, scheduling problems, increased costs or production interruption, which, in turn, may result in our customers deciding to send their E-Waste feedstock to our competitors. We will be dependent on our future facilities, which will require a high degree of capital expenditures. If one or more of our future facilities become inoperative, capacity constrained or if operations are disrupted, our business, results of operations or financial condition could be materially adversely affected.

Our insurance coverage may prove inadequate, may not be available on acceptable terms, or may not cover all operating risks, which could leave us exposed to significant uninsured losses.

We carry property, general liability, environmental impairment, cyber-security and directors’ and officers’ insurance in amounts we believe are customary for a company at our stage of development. However, insurance markets for specialty recycling operations are limited, premiums are volatile, and policy exclusions can be significant. Certain catastrophic events—such as major equipment failure, chemical release, explosions, severe weather, natural disasters, terrorism or cyber-attacks—may be uninsurable, not economically insurable, or subject to sub-limits, high deductibles or coverage exclusions. If we were to incur a significant uninsured or under-insured loss, our financial condition and results of operations could be materially and adversely affected, and we might be forced to seek additional capital on unfavorable terms or cease the affected operations.

We may need to raise additional funds in the future to meet our capital requirements and such funds may not be available to us on commercially reasonable terms or at all, which could materially adversely affect our business, results of operations or financial condition.

Our operations are highly capital-intensive. Although we believe that we will have sufficient funds to meet our capital requirements for the next 24 months, we may in the future need to raise additional funds, including through the issuance of equity, equity linked or debt securities or through obtaining credit from government or financial institutions, and the availability of additional funds to us will depend on a variety of factors, some of which are outside of our control. Additional funds may not be available to us on commercially reasonable terms or at all, which could materially adversely affect our business, results of operations or financial condition. If additional funds are raised by issuing equity or equity-linked securities, our shareholders may incur dilution. We have also issued interest bearing promissory notes in the aggregate amount of $1,025,732 comprised of $953,892 in principal and $71,840 in accrued interest, due on demand, which sum shall be payable on demand at any time after the date of the issuance. We may not have sufficient funds to pay the amounts due under the outstanding promissory notes if payment is demanded prior to the completion of the Offering.

Our financial situation creates doubt as to whether we will continue as a going concern.

We are a development stage company with no meaningful commercial revenues and incurred a net loss of $2,305,221 for the year ended December 31, 2024, a net loss of $2,702,050 for the year ended December 31, 2023 and expect to incur a net loss for the fiscal year ending December 31, 2025, and thereafter, primarily as a result of the costs of listing, building processing plants as well as increased operating expenses to execute our business plan and growth strategy. There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding from this Offering or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.

Our business is subject to operational risks that could disrupt our business, some of which may not be insured or fully covered by insurance.

Our operations are subject to risks inherent in the E-Waste industry, including potential liability which could result from, among other circumstances, personal injury, environmental claims or property damage some of which may not be insured or fully covered by insurance. The availability of, and the ability to collect on, insurance coverage is subject to factors beyond our control and is not guaranteed to cover any or all of our losses in every circumstance. Our insurance coverage may also be inadequate to cover liabilities related to such operational risks. We have no control over changing conditions and pricing in the insurance marketplace and the cost or availability of various types of insurance may change dramatically in the future. Moreover, we may not be able to maintain adequate insurance in the future at rates we consider reasonable and commercial justifiable, and insurance may not continue to be available on terms as favorable as our current arrangements. The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by us could adversely affect our business, results of operations and financial condition.

We are subject to the inherent risk of exposure to environmental pollution claims.

The electronics-recycling and metals-processing industries are subject to intense public and regulatory scrutiny regarding environmental justice, worker safety, greenhouse-gas emissions, water usage and supply-chain transparency. Non-governmental organizations, local community groups, labor activists, socially responsible investment funds or the media may allege, whether or not justified, that our operations, suppliers or customers have adverse environmental or social impacts. As a concentrator and refiner of E-Waste containing metals and user of chemical products, we face an inherent risk of exposure to pollution and environmental liability claims, regulatory action and litigation if our processes are alleged to have caused bodily harm or injury. Adverse reactions resulting from contamination of air, soil, and water sources could occur. We may be subject to various liability claims, including, among others, that our concentrator and refinery facilities caused injury or illness, including inadequate disposal of chemicals, discharge of chemicals into the air, possible side effects or interactions with such chemical substances. Liability claims or regulatory actions against us could result in increased costs, could adversely affect our reputation with our clients and consumers generally, and could have a material adverse effect on our results of operations and financial condition. There can be no assurances that we will be able to obtain or maintain environmental liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential liability claims could prevent or inhibit the concentration and processing of E-Waste and separation of minerals.

The mining and metal recycling industries face strong opposition.

Many political and social organizations oppose mining and mineral/metal recycling for their environmental risks. Our business will need support from local governments, industry participants, consumers and residents to be successful. Additionally, there are large, well-funded businesses and industry groups that may have a strong opposition to the mining and mineral/metal recycling industries. For example, the pharmaceutical and alcohol industries have traditionally opposed mining and mineral/metal recycling. Any efforts by these or other industries opposed to mining and mineral/metal recycling to halt or impede mining and mineral/metal recycling could have detrimental effects on our business.

Decreases and fluctuations in benchmark prices for the metals contained in our offtake could significantly impact our revenues and results of operations.

The prices that we obtain for our offtake are generally tied to commodity prices for their principal contained metals, such as gold, silver, copper and palladium. Fluctuations in the prices of these commodities will affect our revenues and declines in the prices of these commodities could have a material adverse impact on our revenues. Any significant decline in our revenues will have a material impact on our results of operations.

Fluctuations in commodities prices, such as the metals/minerals we are extracting from E-Waste, are caused by varied and complex factors beyond our control or the control of our suppliers, including global supply and demand balances and inventory levels; global economic and political conditions; international regulatory, trade and tax policies, including national tariffs; commodities investment activity and speculation; interest rates; the strength of the U.S. dollar compared to foreign currencies; the price and availability of substitute products; and changes in technology. Volatility in global economic growth, particularly in developing economies, has the potential to adversely affect future demand and prices for commodities. Geopolitical uncertainty and protectionism, such as the Russian invasion of Ukraine, the conflict between Israel and Hamas, and the new US tariff policy implemented in 2025, all have the potential to inhibit international trade and negatively impact business confidence, which creates the risk of constraints on our ability to trade in certain markets and has the potential to increase price volatility.

Metals and Mineral prices may be affected by supply from China, which has become the largest producer of minerals in the world, and by changes in demand for products that require certain minerals. Rising trade tensions between the U.S. and China and efforts by the Chinese government to reduce debt levels contributed to slowdowns in China’s growth. A continued slowing in China’s economic growth and demand and continued trade tensions between the U.S. and China could result in lower production of minerals and higher mineral prices which could have a material adverse impact on our operations, including cash flow and the ability to purchase raw materials from our suppliers if they raise prices as well. The adoption and expansion of trade restrictions, changes in the state of China-U.S. relations, including the current trade war, or other governmental action related to tariffs or trade agreements, or policies are difficult to predict and could adversely affect demand for our minerals, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, results of operations, or financial condition. Additionally, our suppliers could be raising prices of materials which could in turn have a material adverse effect on our operations.

Disruptions in our supply chain could adversely affect our business.

Our initial commercial facility will rely on specialized shredders, sensor-based sorters, dissolution vessels, filtration systems, reagents and control software that are sourced from a small number of vendors, many of whom have long lead times or are located outside the United States. Global shortages of semiconductors, stainless steel, pumps, or critical reagents; transportation bottlenecks; trade restrictions; labor disputes; outbreaks of disease; or geopolitical tensions could delay delivery of equipment, increase capital expenditures, and impair our ability to achieve planned throughput rates. If key suppliers default, we may be unable to obtain suitable replacement components on acceptable terms, which could materially delay commissioning schedules and raise operating costs.

Global trade conditions, inflation and consumer trends that originated during the COVID-19 pandemic continue to persist and have created significant disruptions to the global supply chain, which may impact our ability to obtain equipment and other supplies necessary for our business on a timely basis and at anticipated costs. Any continued supply chain disruptions, inflation or shortages in the availability of equipment from our suppliers, could adversely affect our business and operating results. Circumstances such as another Pandemic, or a global recession may result in lost or delayed sales orders, as many of our targeted customers may cut back their proposed capital spending in the face of economic uncertainty and limited access to financing. This would impact the ability of us to grow our business and, as a result, sales orders may be lower than expected. Any decrease in sales would negatively impact our cash flows and other financial results. Different markets and different geographies in which we operate may be impacted to different extents, making it difficult to forecast the likely impact.

Our reliance on the experience and expertise of our management may cause adverse impacts to us if a management member departs.

Our success is dependent upon the ability, expertise, judgment, discretion and good faith of our senior management and key employees, including, without limitation: (i) Kuljit (Jeet) Basi, Director, Chief Executive Officer and President; (ii) David Whitney, Chief Financial Officer; (iii) Darrell Campanella, General Manager; (iv) Chris Oppel, Production Manager; and (v) Mark Zorko, Chairman of the Board of Directors. Our business may be severely disrupted if we lose the services of our key executives and employees or fail to add new senior and middle managers to our management. Our future success is heavily dependent upon the continued service of our key executives. We also rely on a number of key technology staff for our continued operation. Our future success is also dependent upon our ability to attract and retain qualified senior and middle managers to our management team. If one or more of our current or future key executives or employees are unable or unwilling to continue in their present positions, we may not be able to easily replace them, and our business may be severely disrupted. In addition, if any of these key executives or employees joins a competitor or forms a competing company, we could lose customers and suppliers and incur additional expenses to recruit and train personnel.

Our Chief Financial Officer also serves as the Chief Financial Officer of other companies, which may divert his time and attention from our operations.

Our Chief Financial Officer, Mr. David Whitney, has previously served as the Chief Financial Officer for various public and private companies in North America. Mr. Whitney is also currently the Chief Financial Officer of Starfighters Space, Inc. These additional roles, and particularly should any complications arise in connection with these roles, may divert Mr. Whitney’s time and efforts away from our day-to-day operational and other business matters, which may in turn impact our business, prospects, financial conditions, and operating results.

We are subject to the risk of litigation or regulatory proceedings, which could impact our financial results.

All industries, including the E-Waste recycling industry, are subject to legal claims, with or without merit. We are not currently, nor have we ever been, party to any legal proceedings, but we could be involved in various litigation and regulatory proceedings arising in the normal course of business in the future. Due to the inherent uncertainty of the litigation process, we may not be able to predict with any reasonable degree of certainty the outcome of any litigation or the potential for future litigation. Regardless of the outcome, any legal or regulatory proceeding could have an adverse impact on our business, prospects, financial conditions, and operating results due to defense costs, the diversion of management resources and other factors.

We operate in an emerging, competitive industry and if we are unable to compete successfully our revenue and profitability will be adversely affected.

The E-Waste recycling market is competitive. As the industry evolves and the demand increases, we anticipate that competition will increase. We also compete against companies that have a substantial competitive advantage because of longer operating histories and larger budgets, as well as greater financial and other resources. National or global competitors could enter the market with more substantial financial and workforce resources, stronger existing customer relationships, and greater name recognition, or could choose to target medium to small companies in our traditional markets. Competitors could focus their substantial resources on developing a more efficient recovery solution than our solutions. Competition also places downward pressure on our contract prices and profit margins, which presents us with significant challenges in our ability to maintain strong growth rates and acceptable profit margins. If we are unable to meet these competitive challenges, we could lose market share to our competitors and experience an adverse impact to our business, financial condition and results of operations.

Increases in income tax rates, changes in income tax laws or disagreements with tax authorities could adversely affect our business, financial condition or results of operations.

We are subject to income taxes in the United States and Canada. Increases in income tax rates or other changes in income tax laws that apply to our business could reduce our after-tax income from such jurisdiction and could adversely affect our business, financial condition or results of operations.

Our operating and financial results may vary significantly from period to period due to fluctuations in our operating costs and other factors.

We expect our period-to-period operating and financial results to vary based on a multitude of factors, some of which are outside of our control. We expect our period-to-period financial results to vary based on operating costs, which we anticipate will fluctuate with the pace at which we increase our operating capacity. As a result of these factors and others, we believe that quarter-to-quarter comparisons of our operating or financial results, especially in the short term, are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance. Moreover, our financial results may not meet the expectations of equity research analysts, ratings agencies, or investors, who may be focused only on quarterly financial results. If any of this occurs, the trading price of our Shares could fall substantially, either suddenly or over time.

We may not be able to achieve and maintain an effective system of internal control over financial reporting, a failure of which may prevent us from accurately reporting our financial results or detecting and preventing fraud.  

We are subject to reporting obligations under the U.S. securities laws.  We are required to prepare a management report on our internal control over financial reporting containing our management’s assessment of the effectiveness of our internal control over financial reporting.  In addition, our independent registered public accounting firm must report on the effectiveness of our internal control over financial reporting.  Our management may conclude that our internal control over our financial reporting is not effective.  Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that our internal control over financial reporting is not effective. Our reporting obligations as a public company may place a significant strain on our management, operational and financial resources and systems for the foreseeable future.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations.

A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

In preparing our consolidated financial statements for the ended December 31, 2024, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting as related to inappropriately designed and executed management review controls over both routine and subjective areas.

To remediate our material weaknesses, we expect to incur additional costs for addressing our material weaknesses and deficiencies. Our remedial measures will include: Development of policies and procedures that require approval of journal entries by the appropriate supervisor of, or an individual that is in an oversight role to, the individuals who prepare them and retain such documentation.

Natural disasters, unusually adverse weather, epidemic or pandemic outbreaks, cyber incidents, boycotts and geopolitical events could materially adversely affect our business, results of operations or financial condition.

The occurrence of one or more natural disasters, such as fires, hurricanes and earthquakes, unusually adverse weather, epidemic or pandemic outbreaks, cyber incidents such as ransomware attacks, boycotts and geo-political events, such as tariffs, civil unrest and acts of terrorism (including cyber terrorism or other cyber incidents), or similar disruptions could materially adversely affect our business, power supply, results of operations or financial condition. These events could result in physical damage to property, an increase in energy prices, temporary or permanent closure of the Facility, temporary lack of an adequate workforce in a market, temporary or long-term disruption in the supply of raw materials, temporary disruption in transport from overseas, or disruption to our information systems. We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results and financial condition.

We may be subject to intellectual property rights claims by third parties, which could be costly to defend, could require payment of significant damages and could limit our ability to use certain technologies.

We are subject to the risk of third parties asserting claims of infringement of intellectual property rights or violation of other statutory, license or contractual rights in technology or data. Any such claim by a third party, even if without merit, could cause us to incur substantial costs defending against such claim and could distract our management and development teams from our business.

Although third parties may offer a license to their technology or data, the terms of any offered license may not be acceptable or commercially reasonable and the failure to obtain a license or the costs associated with any license could cause our business, prospects, financial condition, and operating results to be adversely affected. In addition, some licenses may be non-exclusive, and therefore our competitors may have access to the same technology or data licensed to us. Alternatively, we may be required to develop non-infringing technology or data, which could require significant effort and expense and ultimately may not be successful. Furthermore, a successful claimant could secure a judgment, or we may agree to a settlement that prevents us from selling certain products or performing certain services in a given country or countries or that requires us to pay royalties, substantial damages, including treble damages if we are found to have willfully infringed the claimant’s patents, copyrights, trade secrets or other statutory rights, or other fees. Any of these events could have an adverse effect on our business, prospects, financial condition, and operating results.

The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States, and we may encounter significant problems and costs in protecting our proprietary rights in these foreign countries.

Directors, executive officers and consultants may be subject to conflicts of interest.

We may be subject to various potential conflicts of interest because of the fact that some of our officers, directors and consultants may be engaged in a range of business activities, including certain officers, directors and consultants that provide services to other companies involved material development. Our executive officers, directors and consultants may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to us. In some cases, our executive officers, directors and consultants may have fiduciary obligations associated with these business interests that may interfere with their ability to devote time to our business and affairs and that could adversely affect our operations. In addition, we may also become involved in other transactions which conflict with the interests of our directors, officers and consultants who may from time to time deal with persons, firms, institutions or corporations with which we may be dealing, or which may be seeking investments similar to those desired by us. The interests of these persons could conflict with ours. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of our directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, our directors are required to act honestly, in good faith and in our best interests.

We could be subject to a security breach that could result in significant damage or theft of products and equipment.

We rely on sophisticated information technology systems to operate our plants, manage inventory, control proprietary process parameters, and safeguard commercially sensitive and personal data. Breaches of security at our facilities may occur and could result in damage to or theft of products and equipment which is not covered by any of our insurance policies. A security breach at our facilities could result in a significant loss of inventory or work in process, expose us to liability under applicable regulations and increase expenses relating to the investigation of the breach and implementation of additional preventative security measures, any of which could have an adverse effect on our business, financial condition and results of operations. In addition, we must comply with an increasingly complex web of U.S. federal, state and foreign data-protection laws. Failure to comply, or to timely implement new requirements, could result in significant penalties and litigation.

If we sustain cyber-attacks or other privacy or data security incidents that result in security breaches that disrupt our operations or result in the unintended dissemination of protected personal information or proprietary or confidential information, or if we are found by regulators to be non-compliant with statutory requirements for the protection and storage of personal data, we could suffer a loss of revenue, increased costs, exposure to significant liability, reputational harm and other serious negative consequences.

As our operations expand, we may process, store and transmit large amounts of data in our operations, including protected personal information as well as proprietary or confidential information relating to our business and third parties. Experienced computer programmers and hackers may be able to penetrate our layered security controls and misappropriate or compromise our protected personal information or proprietary or confidential information or that of third parties, create system disruptions or cause system shutdowns. They also may be able to develop and deploy viruses, worms and other malicious software programs that attack our systems or otherwise exploit any security vulnerabilities. Hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Our facilities may also be vulnerable to security incidents or security attacks, acts of vandalism or theft, coordinated attacks by activist entities, misplaced or lost data, human errors, or other similar events that could negatively affect our systems and our customer’s data.

Risks Related to our Regulatory Framework

Our business is subject to environmental and employee health and safety regulations and risks.

Our operations are subject to environmental and safety laws and regulations concerning, among other things, emissions and discharges to water, air and land, the handling and disposal of hazardous and non-hazardous materials and wastes, and employee health and safety. We will incur ongoing costs and obligations related to compliance with environmental and employee health and safety matters. Failure to comply with environmental and safety laws and regulations may result in additional costs for corrective measures, penalties or in restrictions on our operations. Government approvals and permits are currently and may in the future be required in connection with our operations. To the extent such approvals are required and not obtained, we may be curtailed from proceeding with the development of our operations as currently proposed.

There are risks associated with the regulatory regime and permitting requirements of our operations.

Achievement of our business objectives is contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals, where necessary, for the concentration and metal separation and sale of our products. As our only facility in operation is our pilot and demonstration plant in Greenville, North Carolina, we must comply with local and State ambient air quality standards in respect to emissions from any stack, vent, or outlet, of sulfur oxides, suspended particulates, carbon monoxide, nitrogen oxide, etc. Furthermore, we must comply with National Ambient Air Quality Standards (“NAAQS”), water quality standards under the Clean Water Act and local noise regulations. We may not be able to obtain or maintain the necessary licenses, permits, quotas, authorizations, certifications or accreditations to operate our business going forward, or may only be able to do so at great cost. We cannot predict the time required to secure all appropriate regulatory approvals for our concentrator and purification plants, or the extent of testing and documentation that may be required by local governmental authorities in other states and other countries.

Our officers and directors must rely, to a great extent, on our local legal counsel and local consultants retained in such jurisdictions in order to keep abreast of material legal, regulatory and governmental developments as they pertain to and affect our business operations, and to assist us with governmental relations. We must rely, to some extent, on those members of management and the Board of Directors who have previous experience working and conducting business in the United States or abroad in order to enhance our understanding of and appreciation for the local business culture and practices in such jurisdictions.

We also rely on the advice of local experts and professionals in connection with any current and new regulations that develop in respect of banking, financing and tax matters in the jurisdictions in which we operate. Any developments or changes in such legal, regulatory or governmental requirements or in local business practices in such jurisdictions are beyond our control and may adversely affect our business.

We will incur ongoing costs and obligations related to regulatory compliance. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. We may be required to compensate those suffering loss or damage by reason of our operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on our business, results of operations and financial condition.

Any failure on our part to comply with applicable regulations or to obtain and maintain the necessary licenses and certifications could prevent us from being able to carry on our business, and there may be additional costs associated with any such failure.

Our business activities are heavily regulated in all jurisdictions where we will do business. Our operations are subject to various laws, regulations and guidelines by governmental authorities relating to the handling, processing, management, distribution, transportation, storage, sale, and disposal of chemicals and minerals. In addition, we are subject to laws and regulations relating to employee health and safety, insurance coverage and the environment. Laws and regulations, applied generally, grant government agencies and self-regulatory bodies broad administrative discretion over our activities, including the power to limit or restrict business activities as well as impose additional disclosure requirements on our materials and products.

Any failure by us to comply with applicable regulatory requirements could:

There can be no assurance that any future regulatory or agency proceedings, investigations or audits will not result in substantial costs, a diversion of management’s attention and resources or other adverse consequences to our business.

In addition, changes in regulations, government or judicial interpretation of regulations, or more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increase compliance costs or give rise to material liabilities or a revocation of our licenses and other permits. Furthermore, governmental authorities may change their administration, application or enforcement procedures at any time, which may adversely affect our ongoing regulatory compliance costs. There is no assurance that we will be able to comply or continue to comply with applicable regulations.

We cannot predict the impact of any new environmental laws or regulations or of changes in current environmental laws or regulations on our business and operations in the future.

We believe we possess all material environmental permits and licenses necessary for the operation of our business and that our operations will be in substantial compliance with the terms of all applicable environmental laws and regulations. We cannot predict the impact of any new environmental laws or regulations or of changes in current environmental laws or regulations on our operations. The government may in future take steps towards the adoption of more stringent environmental regulations in respect of our business. Due to the possibility of unanticipated regulatory or other developments, the amount and timing of future environmental expenditures may vary substantially from those currently anticipated. If there is any unanticipated change in the environmental regulations, we may need to incur substantial capital expenditures to install, replace, upgrade or supplement our equipment or make operational changes to limit any adverse impact or potential adverse impact on the environment in order to comply with any new environmental protection laws and regulations. If such costs become prohibitively expensive, this may adversely affect our business operations.

Risks Related to our Shares and this Offering

The trading price of our Shares could be subject to wide fluctuations due to a variety of factors, including:

In addition, stock markets have experienced significant price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. The stock market in general and the Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. These fluctuations may be even more pronounced in the trading market for our Shares as a result of the supply and demand forces for newly public companies. In the past, shareholders have instituted securities class action litigation following periods of share volatility.

Holders of our Investor Rights Warrants may exert significant control over us, which may limit your ability to influence corporate matters and may give rise to conflicts of interest.

As of the date of this Offering Circular, holders of our Investor Rights Warrants (as defined herein) held 9,705,696 Investor Rights Warrants representing 65.63% of our combined shares and Investor Rights Warrants. One holder, Blue Bird Capital Enterprises, LLC (“Blue Bird”) held 33.6% of our Investor Rights Warrants. The Investor Rights Warrants will automatically convert on a cashless basis to Shares or, assuming at least one of the IRA Warrant Triggers (as defined herein) is satisfied, IRA Unit Warrants, upon completion of this Offering and assuming an Offering Price of $4.25]and a $0.34 (C$0.425) exercise price, holders of the Investor Rights Warrants will receive 0.92 Shares or 0.92 IRA Unit Warrants, as applicable, per Investor Rights Warrant held, subject to the IRA Blocker (as defined herein). Each IRA Unit Warrant will automatically convert into additional Shares on a cashless basis upon closing of this Offering and assuming an Offering Price of $4.25 and a $0.085 (C$0.106) exercise price, holders of the Investor Rights Warrants will receive 0.98 Shares per IRA Unit Warrant held, subject to the IRA Blocker provisions. Pursuant to the Investor Rights Agreement, holders of our Investor Rights Warrants shall be entitled to receive notice of and to attend any meeting of the shareholders of the Company and to vote on any matter at any meetings of shareholders of the Company. The Investor Rights Agreement will terminate upon completion of the Offering, and consequently, the voting rights granted under the Investor Rights Agreement to the holders of the Investor Rights Warrants will also terminate at such time. Each Investor Rights Warrant entitles the holder thereof to one vote per Investor Rights Warrant. Further, the holders of our Investor Rights Warrants, through their Warrantholder Representative, Kuljit (Jeet) Basi, shall be entitled to nominate three (3) directors to the Board subject to the provisions of the Investor Rights Agreement. See a discussion of the Investor Rights Agreement under “Business — Recent Developments.” Accordingly, holders of our Investor Rights Warrants will exert significant influence over us and any action requiring the approval of our shareholders and/or our Board prior to completion of the Offering. Significant holders of our Investor Rights Warrants, whose Investor Rights Warrants will automatically convert into Shares upon the closing of the Offering will continue to exert significant influence over us and any action requiring the approval of our shareholders following completion of the Offering. Furthermore, the interests of the holders of our Investor Rights Warrants may not always coincide with your interests or the interests of other shareholders and they may, prior to the completion of this Offering, act in a manner that advances their best interests and not necessarily those of other shareholders.

Holders of our Convertible Debentures may exert significant control over us, which may limit your ability to influence corporate matters and may give rise to conflicts of interest.

On April 7, 2022, the Company issued (herein, the “ 2022 Debenture Offering”) $3,331,390 principal amount of 5% unsecured convertible debentures (“ 2022 Debentures”) in a private placement. The 2022 Debentures were issued pursuant to an indenture made as of April 7, 2022, as supplemented May 26, 2025 (the “ 2022 Debenture Indenture”), between the Company and Computershare Trust Company of Canada (“Computershare”) as trustee. The 2022 Debenture Indenture provides that in the event that we complete a U.S. listing, such as this Offering, the principal amount of the 2022 Debentures plus any accrued unpaid interest will automatically convert into Shares at a conversion price equal to the lessor of (A) a 40% discount to the Offering Price, and (B) $5.00, and shall be subject to a six (6) month hold period from the listing of the Shares on the Canadian Securities Exchange, the TSX Venture Exchange, the Toronto Stock Exchange, the Neo Exchange Inc., the Nasdaq Stock Market or any United States stock exchange. Up to 50% of the securities subject to the six (6) month hold period may be released early in accordance with the Pooling Agreement.

On August 31, 2022, we entered into the Convertible Debentures IRA, pursuant to which holders of our Convertible Debentures shall be entitled to receive notice of and to attend any meeting of the shareholders of the Company and to vote on any matter at any meetings of shareholders of the Company. For the purpose of the Convertible Debentures IRA, each $2.40 of Convertible Debentures is equal to one Share, entitling the holder thereof to one vote. See a discussion of the Convertible Debentures IRA under “Business — Recent Developments.” Accordingly, holders of our Convertible Debentures will exert significant influence over us and any action requiring the approval of our shareholders and/or our Board prior to the completion of this Offering and conversion of the Debentures into Shares. Furthermore, the interests of the holders of our Debentures may not always coincide with your interests or the interests of other shareholders and they may, prior to the completion of this Offering, act in a manner that advances their best interests and not necessarily those of other shareholders.

We are a foreign private issuer and intend to take advantage of the less frequent and less detailed reporting obligations applicable to foreign private issuers.

We are a “foreign private issuer”, as such term is defined in Rule 405 under the Securities Act, and are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we will be subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, we will not file the same reports that a U.S. domestic issuer would file with the SEC, although we will be required to file with or furnish to the SEC the continuous disclosure documents that we are required to file in Canada under Canadian securities laws. In addition, our officers, directors, and principal shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the Exchange Act. Therefore, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell shares, as the reporting deadlines under the corresponding Canadian insider reporting requirements are longer.

As a foreign private issuer, we will be exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. We will also be exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While we will comply with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the Exchange Act and Regulation FD and shareholders should not expect to receive the same information at the same time as such information is provided by U.S. domestic companies. In addition, we will have more time than U.S. domestic companies after the end of each fiscal year to file our annual report with the SEC and will not be required under the Exchange Act to file quarterly reports with the SEC.

In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices, except to the extent that such laws would be contrary to U.S. securities laws, and provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead. We may in the future elect to follow home country practices in Canada with regard to certain corporate governance matters.

As a result, our shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all corporate governance requirements.

We may lose our status as a foreign private issuer in the United States, which would result in increased costs related to regulatory compliance under United States securities laws.

We will cease to qualify as a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4 under the Exchange Act, if, as of the last business day of our second fiscal quarter, more than 50% of our outstanding Shares are directly or indirectly owned by residents of the United States and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we determine that we fail to qualify as a foreign private issuer, we will cease to be eligible to avail ourselves of the forms and rules designated for foreign private issuers beginning on the first day of the fiscal year following such determination. Among other things, this will result in loss of the exemption from registration under the Exchange Act provided by Rule 12g3-2(b) thereunder, and, if we are required to register our Shares under section 12(g) of the Exchange Act, we will have to do so as a domestic issuer. Further, any securities that we issue in unregistered or unqualified offerings both within and outside the United States will be “restricted securities” (as defined in Rule 144(a)(3) under the Securities Act) and will continue to be subject to United States resale restrictions notwithstanding their resale in “offshore transactions” pursuant to Regulation S under the Securities Act. As a practical matter, this will likely require us to register more offerings of our securities under the Securities Act on either a primary offering or resale basis, even if they take place entirely outside the United States. The resulting legal and administrative costs of complying with the resulting regulatory requirements are anticipated to be substantial, and to subject us to additional exposure to liability for which we may not be able to obtain insurance coverage on favorable terms, or at all.

After the completion of this Offering, we may be at an increased risk of securities class action litigation.

Historically, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If the price of our Shares decreases and we were sued, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

Listing our Shares on a securities exchange will increase our regulatory burden.

We have applied for the listing of our Shares under the symbol “MDRN” on the Nasdaq. Our application has not yet been approved by the Nasdaq and there is no guarantee that our application will be approved in connection with this Offering. Although to date we have not been subject to the continuous and timely disclosure requirements of exchange rules, regulations and policies of the Nasdaq, we are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial management control systems to manage our obligations as a public company listed on the Nasdaq. These areas include corporate governance, corporate controls, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas, including our internal controls over financial reporting. However, we cannot assure holders of our Shares that these and other measures that we might take will be sufficient to allow us to satisfy our obligations as a public company listed on the Nasdaq on a timely basis and that we will be able to achieve and maintain compliance with applicable listing requirements. In addition, compliance with reporting and other requirements applicable to public companies listed on the Nasdaq will create additional costs for us and will require the time and attention of management. We cannot predict the amount of the additional costs that we might incur, the timing of such costs or the effects that management’s attention to these matters will have on our business.

The Nasdaq may delist our Shares, which could limit investors’ ability to engage in transactions in our Shares and subject us to additional trading restrictions.

If the Nasdaq were to delist our Shares as a result of a failure to meet its listing requirements, we could face significant material adverse consequences, including:

We will incur increased costs as a result of operating as a public company and our management will be required to devote substantial time to new compliance initiatives.

As a public company, particularly after we are no longer an emerging growth company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and rules implemented by the SEC and the Nasdaq, impose various requirements on public companies, including requirements to file periodic and event-driven reports with respect to our business and financial condition and operations and establish and maintain effective disclosure and financial controls and corporate governance practices. Our management and other personnel have limited experience operating a public company, which may result in operational inefficiencies or errors, or a failure to improve or maintain effective internal controls over financial reporting and disclosure controls and procedures necessary to ensure timely and accurate reporting of operational and financial results. Our existing management team will need to devote a substantial amount of time to these compliance initiatives, and we may need to hire additional personnel to assist us with compliance. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costly.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we will be required to furnish a report by our management on our ICFR, which, after we are no longer an emerging growth company, may be accompanied by an attestation report on ICFR issued by our independent registered public accounting firm if we are an “accelerated filer” or a “large accelerated filer” under the Exchange Act. To achieve compliance with Section 404 within the prescribed period, we will document and evaluate our ICFR, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, and adopt a detailed work plan to assess and document the adequacy of our ICFR, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for ICFR. If our management and/or auditors determine that there are one or more material weaknesses in our ICFR, such a determination could cause an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial statements.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some public company required activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and divert management’s time and attention from revenue generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that being a public company and complying with applicable rules and regulations will make it more expensive for us to obtain director and officer liability insurance. These factors could also make it more difficult for us to attract and retain qualified executive officers and members of our Board.

We may issue additional Shares or other equity securities without shareholder approval, which would dilute the ownership interests of existing shareholders in the Company and may depress the market price of our Shares.

We may issue additional Shares or other equity securities in the future in connection with, among other things, capital raises, future acquisitions, repayment of outstanding indebtedness or grants under our 2022 Plan without shareholder approval in a number of circumstances. The issuance of additional Shares or other equity securities could have one or more of the following effects:

Our ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for our Shares.

The trading market for our Shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If no securities or industry analysts commence coverage of us, our share price would likely be less than that which would be obtained if we had such coverage and the liquidity, or trading volume of our Shares may be limited, making it more difficult for a shareholder to sell shares at an acceptable price or amount. If any analysts do cover us, their projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of research analysts covering us. Similarly, if one or more of the analysts who write reports on us downgrades our shares or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline.

We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

We may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in losses. Unexpected risks may arise and previously known risks may materialize. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we may report charges of this nature could contribute to negative market perceptions about our or its securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

We should be treated as a U.S. corporation for all U.S. federal income tax purposes.

Section 7874 of the of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), provides a rule pursuant to which a foreign-incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes, such corporation an “inverted corporation.” We should be treated as an inverted corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Code. This means that, notwithstanding that we are a company incorporated in Canada, we should be treated for all U.S. federal income tax purposes as if we are a U.S. corporation and you will be treated for all U.S. federal income tax purposes as holding the shares of a U.S. corporation. As such, we should be subject to U.S. federal income tax as If we were organized under the laws of the United States or a state thereof. Generally, we should be required to file a U.S. federal income tax return annually with the U.S. Internal Revenue Service. We are also subject to tax in Canada. It is unclear how the foreign tax credit rules under the Code will operate in certain circumstances, given our treatment as a U.S. domestic corporation for U.S. federal income tax purposes and the taxation of the Company in Canada. Accordingly, it is possible that we will be subject to double taxation with respect to all or part of our taxable income.

The rules under Section 7874 are complex and require analysis of all relevant facts and circumstances, and there is limited guidance and significant uncertainties as to aspects of their application. If it were determined that we should be taxed as a foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code, the U.S. federal income tax consequences described herein could be materially and adversely affected. For example, U.S. Holders (as defined below in “Material Tax Considerations — Material U.S. Federal Income Tax Considerations”) could be subject to the rules applicable to passive foreign investment companies. Beneficial owners of our shares should consult their own tax advisors with respect the tax consequences if we were classified as a foreign corporation for U.S. federal income tax purposes. The remainder of this Offering Circular assumes that we will be treated for all U.S. federal income tax purposes as if we are a U.S. corporation. For a more detailed discussion on tax considerations, see “Material Tax Considerations — Material U.S. Federal Income Tax Considerations” below.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividend on our Shares and do not currently intend to do so in the foreseeable future. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. Therefore, the success of an investment in our Shares will depend upon any future appreciation in their value. There is no guarantee that our Shares will appreciate in value or even maintain the price at which you purchased them.

This Offering is being conducted on a “best efforts” basis and we may not be able to execute our growth strategy if the $30,000,000 maximum is not sold.

If you invest in our Shares and less than all of the offered Shares are sold, the risk of losing your entire investment will be increased. We are offering our Shares on a “best efforts” basis and we can give no assurance that all of the offered Shares will be sold. If less than $30,000,000 of Shares are sold, we may be unable to fund all the intended uses described in this Offering Circular from the net proceeds anticipated from this Offering without obtaining funds from alternative sources or using working capital that we generate. Alternative sources of funding may not be available to us at what we consider to be a reasonable cost, and the working capital generated by us may not be sufficient to fund any uses not financed by the net proceeds of this Offering. No assurance can be given to you that any funds will be invested in this Offering other than your own.

This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or our assets at any particular time. Therefore, the purchase price you pay for our shares may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for the Shares is fixed and will not vary based on the underlying value of our assets at any time. Our board of directors has determined the offering price in its sole discretion without the input of an investment bank or other third party. The fixed offering price for the Shares has not been based on appraisals of any assets we own or may own, or of our Company as a whole, nor do we intend to obtain such appraisals. Therefore, the fixed offering price established for the Shares may not be supported by the current value of our Company or our assets at any particular time.

As our initial public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase Shares in this Offering, you will pay more for your Shares than the amount paid by our existing stockholders for their shares on a per share basis. As a result, you will experience immediate and substantial dilution in net tangible book value per share in relation to the price that you paid for your Shares. We expect the dilution as a result of the offering to be $2.76 Per Share to new investors purchasing our Shares in this Offering. In addition, you will experience further dilution to the extent that we issue Shares upon the exercise of any warrants, including the Agent Warrant issued in this Offering, or exercise of stock options under any stock incentive plans. See “Dilution” for a more complete description of how the value of your investment in our Shares will be diluted upon completion of this Offering.

Using a credit card to purchase Shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment.

Investors in this Offering may have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the Shares you buy. The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this Offering, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018, entitled: Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this document and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this document and other statements made from time to time by us or our representatives might not occur.

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this Offering Circular describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements in this Offering Circular include, without limitation:

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Offering Circular to conform our prior statements to actual results or revised expectations, and we do not intend to do so.

Forward-looking statements include, but are not limited to, statements about:

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this Offering Circular.

USE OF PROCEEDS

Assuming a maximum raise of $30,000,000, we estimate that the net proceeds from the sale of the Shares in this Offering will be approximately $26,105,000, after deducting underwriting commissions and estimated Offering expenses. If we raise the minimum amount required to satisfy the Minimum Quantitative Standards of $15 million, we estimate that the net proceeds we will receive from this offering will be approximately $12,155,000.

We intend to use the net proceeds from this Offering for the following purposes: (i) capital expenditures (45%), (ii) working capital and general corporate purposes, which may include repayment of one or more of certain interest bearing promissory notes that are payable on demand, in the event we do not have any other available capital (35%), (iii) marketing expenditures (15%) and (iv) research and development expenses (5%). Notwithstanding the foregoing, we and the Selling Agent are offering the Shares on a “best efforts” basis and are not required to sell any specific number or dollar amount of Shares in this Offering. As such, we and the Selling Agent may sell less than the maximum number of Shares offered hereby, and we may receive net proceeds of less than $26,105,000.

The following table sets forth a breakdown of our estimated use of our gross proceeds as we currently expect to use them, assuming the sale of, respectively, 50%, 75% and 100% of the Shares.

We believe that the expected net proceeds from this Offering and our existing cash and cash equivalents, will be sufficient to fund our operations for at least the next 12 months, although we cannot assure you that this will occur.

The expected use of the net proceeds from this Offering represents our intentions based upon our current plans, financial condition and business conditions. Predicting the cost to be used in Modern Mining Technology Corp. and its subsidiaries’ businesses can be difficult and the amounts and timing of their actual expenditures may vary significantly depending on numerous factors including the status of our development efforts, sales and marketing activities and the amount of cash generated or used by our operations. We may find it necessary or advisable to use portions of the proceeds for other purposes. As a result, Modern Mining Technology Corp.’s management will retain broad discretion over the allocation of the net proceeds from this Offering.

Pending our use of the net proceeds from this Offering, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing instruments, and government securities. We will not close this Offering until we can establish that the Offering meets the Minimum Quantitative Standards, however, we cannot assure that all or any portion of the Common Shares will be sold.

DETERMINATION OF OFFERING PRICE

Prior to the Offering, there has been no public market for the Shares. The initial public offering price has been determined by negotiation between us and Digital Offering. The principal factors considered in determining the initial public offering price include:

We intend to price the Offering prior to its qualification pursuant to Rule 253(b).

DIVIDEND POLICY

We have never paid dividends on our Shares. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. As such, we do not intend to declare or pay cash dividends on our Shares in the foreseeable future. Any future determination to pay dividends will be made at the discretion of our Board of Directors subject to applicable laws and will depend upon, among other factors, our earnings, operating results, financial condition and current and anticipated cash needs. Our future ability to pay cash dividends on our Shares may be limited by the terms of any then-outstanding debt or preferred securities.

CAPITALIZATION

As of September 26, 2025, the Company had:

The following table sets forth our cash and cash equivalents, debt and capitalization as of December 31, 2024:

You should read the following table in conjunction with the sections entitled “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our financial statements and the related notes thereto included elsewhere in this Offering Circular.

Notes

DILUTION

As of the date of this Offering Circular, an aggregate of 5,082,200 shares of Common Shares are issued and outstanding.

If you invest in our Shares, your ownership interest will be diluted to the extent of the difference between the initial public offering price per Share and the pro forma as adjusted net tangible book value per Share immediately after this Offering.

As of December 31, 2024, our pro forma net tangible book value was ($7,879,464), or ($1.55) per Common Share, based on 5,082,200 outstanding Common Shares.

If the Maximum Offering, at an offering price of $4.25 per Common Share is sold in this Offering, after deducting approximately $2,100,000 in selling commissions, $500,000 in investor fees, and $1,495,000 in other offering expenses, our pro forma as adjusted net tangible book value at the closing date would be approximately $18,127,365, or $1.49 per Common Share. This amount represents an immediate increase in pro forma net tangible book value of $3.04 per Common Share to our existing shareholders as of the date of this Offering Circular, and an immediate dilution in pro forma net tangible book value of approximately $2.76 per Common Share to new investors purchasing Common Shares in this Offering at a price of $4.25 per Common Share.

Net tangible book value per Share represents our total tangible assets, which are total assets less our right of use assets, less our total liabilities, divided by the number of outstanding Shares.

Dilution represents the difference between the amount per Share paid by investors in this Offering and the pro forma net tangible book value per Share after the Offering. The following table illustrates the approximate dilution in pro forma net tangible book value per Share to new investors as of December 31, 2024, as adjusted to give effect to the sale of, respectively, 100%, 75%, 50% and 25% of our Shares in this Offering, after deducting underwriting commissions, investor fee and other offering expenses. 

BUSINESS

Our History

The Company was incorporated on January 26, 2021 in the Province of British Columbia, Canada as 1285896 B.C. Ltd. The Company’s name was changed to “Modern Mining Technology Corp.” on September 1, 2021. The Company is an early-stage company headquartered in Vancouver, Canada with a focus on E-Waste recycling and processing.

Our registered and head office is located at 1055 West Georgia Street, 1500 Royal Centre, Vancouver, British Columbia, V6E 4N7 Canada. Our business operations will be located in Greenville, North Carolina. Our website address is www.modernmining.com. The information contained therein or accessible thereby shall not be deemed to be incorporated into this Offering Circular.

Pursuant to our notice of articles, we are authorized to issue an unlimited number of Shares. As of the date of this offering circular, we had 5,082,200 Shares issued and outstanding.

The Company has one wholly-owned U.S. subsidiary, Modern Mining Technology Corp., which was formed under the laws of the State of Delaware on August 8, 2017 under the name “Evotus Inc.” It subsequently changed its name to “Urban Mining International Inc.” and ultimately, “Modern Mining Technology Corp.”

Recent Developments

The company has been operating its pilot and demonstration facility in Greenville, North Carolina since November 2023. During this time company has continued to perform trial campaigns to optimize the process, as well as generating products for sale. A summary of processing and products sales from the demonstration plant are highlighted in the table below:

On June 18, 2025, the Company entered into an investment agreement (the “OR Investment Agreement“) with OR Royalties Inc. (“OR”) pursuant to which OR agreed to subscribe for 47,058 Common Shares at a price of $4.25 per share for gross proceeds of $200,000. The OR Investment Agreement provides that the Company will use the proceeds to commission a third-party technical study on the Company’s first commercial scale E-Waste recovery facility to be located in Greenville, North Carolina. Subject to favorable outcomes from the study, the Company and OR have agreed to negotiate a royalty agreement pursuant to which the Company will grant OR a perpetual royalty on all metals produced at the facility in exchange for a portion of the funding required for construction of the facility.

The Company received additional short-term loans and promises to pay the principal sums ($416,667) and $228,000 at 8% interest compounded annually, payable on demand

The Company amended the 2022 Debentures, whereby the Company extended the maturity date from 7 April 2025 to 7 April 2027, with the interest rate on the 2022 Debentures increased from 5% per annum to 7% per annum.

Our Company

The Company is a “landfill-to-commodity” focused business venture, offering a cleaner, safer, and lower-cost alternative compared to traditional mining operations. Our core business is aimed at processing and extracting strategic commodities from the vast, growing, and largely ignored global resource of E-Waste, and transforming these end-of-life landfill-bound materials into high-value resources. Value is captured by using our aqueous based processes to recover, process and refine commodity metals such as gold, palladium, silver, copper and potentially 30 other metals.

Our Market

Our market consists of two parts: E-Waste feed supply and produced commodity sales.

E-Waste Feed Supply

The report, entitled Global E-Waste Monitor 2024 (the “Report”), provides that the world generated a staggering, and a record high, 62 million tonnes (Mt) of E-waste in 2022, representing Billions of dollars worth of strategically-valuable resources dumped, squandered, and wasted. This is up 82% from 2010. This 62 million tonnes of E-waste would fill 1.55 million Semi Trucks, roughly enough pickup trucks to form a bumper-to-bumper line encircling the Earth’s equator. The Report also predicts global E-Waste will rise another 30% and reach 82 million tonnes annually by 2030 driven by increased technology use, shorter device life spans, and fewer repair options. The U.S. is the second largest generator of E-Waste in the world. The Report further indicates that in 2022 alone, approximately $62 billion worth of gold, silver, copper, platinum and other high-value, recoverable materials were wasted through landfill dumping or incineration burning, rather than being collected for treatment and reuse. It is Modern Mining’s business objective to address this situation and recover lost commodity materials from this E-Waste.

Commodity Sales

The Journal of Management Science and Engineering⁶ (the “Journal”) also produced findings that the cost to recycle E-Waste is significantly less than the cost of traditional mining. Lower production costs is a strategic advantage compared to traditional commodity producers. In addition to an increasing world demand for commodities, a number of large companies have announced their planned roadmaps to a more socially responsible supply chain. For example, in 2025, Apple announced that 24% of the materials it shipped in Apple products came from recycled or renewable sources, and it intends to use 100% renewable or recyclable materials in its products in the future, while Dell reemphasized its commitment to over 50% of product content being made from recycled, renewable or low emission materials by 2030. Also in 2025, Google announced that it used 20% recycled content in 2024 products with a goal to increase recycled materials usage. These are three examples of a growing trend of companies being more aware of their supply chains.

Our Business, Our Products and Services

Our wholly-owned U.S. subsidiary, Urban Mining International Inc., largely focusing on research and development in the E-Waste sector, conducted internal and external bench scale and pilot plant testing from its former facilities in Raleigh, North Carolina to demonstrate proof of concept. The external tests were done to ensure that we would be able to liberate metals and separate them from the plastic. Metallic Sand Concentrate (“MSC”) was successfully created by this process. The internal tests were done to ensure that high-grade/upgraded E-waste feedstock was able to undergo purification, which it was, and we were able to produce a doré bar. The test work was aimed at generating technical inputs needed to for our proposed plan to design a commercial scale E-Waste processing facility using our proposed proprietary two-step Pre-Concentration Plant (“PCP”) and Aqueous Purification Plant (“APP”) process.

To achieve our objectives, we have developed a two-step propriety process while our envisioned value-chain can be broken down into 3 main stages:

The following depicts the Company’s three main processing steps:

The first step in our process is securing quality E-Waste feedstock from established primary recyclers through stringent but practical contracts to ensure source consistent quality and quantities. These recyclers collect and break down bulk products and combine the E-Waste into separate product streams for downstream processing. Our initial focus is Printed-Circuit-Boards (PCBs)

By its nature, the feedstock will be variable, due to the large variety of PCBs that exist. To give a basis for the plant design, we calculated a “typical” feedstock composition. This was done by assigning the feedstock into one of five categories (low grade, low to mid-grade, mid-grade, mobile phone PCBs, and ram PCBs). Metal concentration values were collected from public literature for each of these categories. The lowest non-zero published concentration for each metal and for each category was used in the typical feed stock calculations. With these metal concentration numbers, we calculated a weighted average, based on our existing non-binding supplier LOIs, and calculated a global “typical” feedstock composition. The “typical” metal concentrations was used in the typical feedstock calculations. The “typical” metal concentrations are: Cu 150.7 kg/t; Sn:14.1 kg/t; Au: 136.11 g/t; Ag: 619.65 g/t and Pd: 60.17 g/t. The calculated typical gold grade of 136 g/t is 100 times higher than the average gold mine grade.

Pre-Concentration Plant

The second step in our process is the PCP. The primary purpose of the PCP is to isolate and separate the high-value metals from the plastics, epoxy resins, and fiberglass contained in the feedstock. Building on our bench and pilot plant process designs, target commodities in the incoming feedstock will be liberated using various mechanical methods and then recovered into MSC. This will be done using various combinations of advanced beneficiation techniques, such as sensor-based sorting, gravimetric discretization, electromagnetic scanning and physical separation. By locating PCPs close to suppliers of E-Waste, we aim to reduce transportation costs of both our incoming feedstock and the MSC for downstream processing at our centralized APP.

The PCP design was tested at both the low grade and ram PCB (high grade) ends of the supply spectrum and was found to produce comparable recovery results, independent of the feedstock type.

Aqueous Purification Plant

The third step in our process is the APP itself. The primary purpose of the APP is to isolate the high-value metals within the MSC, separate them from each other, and then convert the individual metals into enriched and refined products for sale. Target commodities from the incoming MSC (such as gold, silver, copper, palladium) will be liberated and separated using liquid-based methods, and then purified into further enriched and/or refined products using specialized combinations of advanced hydrometallurgical techniques, such as precipitation reactions, ionic dissolution, lixiviant saturation and selective concentration. APPs will be strategically located in centralized hubs to take advantage of logistical and infrastructure related synergies. Commercial APPs will be expected to process MSCs from multiple PCPs, thus, they will be designed to allow the facility to operate across a wide range of metal recovery and product grade conditions.

Test work, coupled with published literature, indicate that an overall plant performance objective of greater than 90% recovery of economic metals is achievable for our combined processes. For illustrative purposes, based on the envisioned “typical” feedstock metal concentrations, coupled with our recovery performance objectives, it is anticipated that on average every 1,000lbs of processed feedstock will yield approximately 135 pounds of copper, 13 pounds of tin, 1.8 ounces of gold, 8.2 ounces of silver, and 0.8 ounces of palladium. Each tonne processed is envisioned to yield a potential of 4 – 8 Gold-Equivalent-Ounces (GEOs) of metal product. Gold-Equivalent-Ounces refers to a quantity of a Metal having an economic value expressed in ounces of Gold.

We plan to sell final products produced by the APPs on the metal commodities markets into both domestic and international supply chains.

The Company aims to target an All-In Sustainable Cost (AISC) of $1,650 per Gold Equivalent Ounce (GEO) produced from start-up through commercialization, and will seek to reduce AISC and grow margins post commercialization through the implementation of prescriptive growth, optimization, and R&D plans.

We engaged a third-party process modelling and industrial optimization firm to assist in layout optimization, 3D modelling, and dynamic simulation studies on our first commercial scale PCP and APP. These proposed plants will be co-located in our future commercial facility in North Carolina. Our current Greenville facility presently serves only as a pilot and demonstration plant that we intend to use to continue to optimize our recovery processes that we ultimately plan to move to commercial scale production at a future location. In the long-term, we intend to secure a larger facility in the Raleigh or Greenville area of North Carolina to serve as our commercial-scale production facility although such future facility has yet to be identified as our current pilot plant facility still has significant capacity that we foresee being adequate in the short-term. The commercial PCP will be designed to treat approximately 8,000 tonnes of E-Waste per year and the commercial APP will be designed to be able to process concentrate from up to four future PCPs.

After commercial start-up of our initial PCP and APP plants (expected to take approximately 18 months inclusive of a 6 month build-out, a 6-month commissioning program, and a 6 month ramp-up period), we believe that we can be a commercial producer of commodity materials, supplying both domestic and international supply chains with strategic metals. The processes we have developed for recycling E-Waste are environmentally beneficial compared to material going to landfill. Furthermore, we believe that the design of our proprietary processes (PCP and APP) will allow for the ability to scale and grow our business, and take advantage of a worldwide resource, E-Waste

To this end, the Company intends to seek external accreditation to become certified in meeting current “Reuse and Recycling Standards”( R2 or equivalent). The R2 Standard, now in its third version, was developed by a group of recycling stakeholders and industry experts. The R2v3 standard sets forth a list of voluntary principles and guidelines designed to promote and assess responsible practices for electronics recyclers. The R2v3 standard requires implementing a management system which is accountable for practices affecting worker health and safety, data security, the environment, and the downstream management of end-of-life electronic material and equipment, both domestically and internationally. The R2 Standard prioritizes reuse over recovery or disposal processes in a global effort to minimize electronic waste streams and promotes standardized testing and grading protocols for consistency across the industry.

Our Competitive Strengths

Modern Mining anticipates benefiting from the overlap of four core market trends: (a) the growing global demand for commodity metals (examples — global push for electrification, growth in China, Ukraine rebuilding); (b) the importance of strengthening and developing transparent and socially responsible domestic supply chains, and onshoring the supply of critical materials; (c) the importance of developing sustainable and environmentally friendly driven solutions to support a ‘circular’ economy given the projected growth in global E-waste generation; and (d) the increasing importance of hedging against inflationary pressures.

We have developed proprietary technologies that we believe set us apart from other E-Waste processors and from other commodity producers. We believe that our two-step approach of regional pre-concentration and centralized purification, combined with our modular and scalable design, will reduce capital and operating costs and will allow for a rapid expansion into other future potential major E-Waste generating locations.

Due to our anticipated high recovery rates and sustainable, environmentally friendly processes, and low/non-toxic controlled effluent, we believe we are well-positioned to comply with environmental guidelines around the world.

We believe our E-Waste recycling processes are environmentally friendly and should not generate any significant gaseous, liquid, or solids emissions only noise, air borne dust, and sewer discharges at this time. Our current pilot and demonstration pre-concentration processes are purely water based with no chemical addition, and our purification methods utilize controlled aqueous based reagent blends in connection with our refined metal production. To that end, we will have noise control and dust control systems in place and we will aim to use a closed-loop water recirculation system to manage effluent discharge in our commercial scale facility. We envision that we will be well positioned to meet any environmental guidelines around the world when and if we expand our operations from our current facility in Greenville, North Carolina.

Global environmental guidelines that may be applicable to our operations include (a) the Basel Convention, which monitors the transboundary movements of hazardous and other wastes; (b) the UN Sustainable Development Goals encompassing E-Waste, such as SDG 6, which covers clean waste and sanitation, and SDG 12, which covers sustainable consumption and production patterns; (c) E-Waste legislation implemented around the world, such as Extended Producer Responsibility (EPR) programs to shift the burden of e-waste management from local municipalities to producers (d) U.S. Inflation Reduction Act; and (e) U.S. Senate hearings banning the export of E-waste (SEERA, June 20, 2023).

We believe that our business plan sets us apart from others in the industry, in particular given our ability to be one of the low/non-carbon generating processors in the space with our proprietary aqueous based pre-concentration and purification technologies, versus the incineration-based methods of others in the industry. E-waste contains numerous toxic additives and hazardous substances that pose significant risk to human health and our environment if not disposed of and treated properly (examples — mercury, lead, heavy metals, brominated flame retardants, chlorofluorocarbons, hydrochlorofluorocarbons, dioxins). In China and other parts of the world, recycling of E-Waste can be a major hazard. Other locations include India and Ghana, Liberia, and Nigeria. Informal and primitive E-Waste recycling occurs regularly, where workers and others are exposed to dangerous chemicals with potentially long-term adverse health effects. Modern Mining plans to cleanly and safely process these substances, Incineration methods are extremely energy intensive methods⁷. The plastics are burned off resulting in major carbon dioxide and other hazardous emissions. Attempts to separate metals using pyrometallurgical methods result in significant metal losses as not all metals can be economically recovered. Modern Mining’s process, being aqueous-based, is largely carbon neutral, safer for both workers and for the environment, and allows for the recovery of a broader range of metals as separation and recovery is driven by physical methods and simple reagent addition, not complex pyrometallurgy.

Traditional exploration and mining projects are inherently layered with significant risk as a consequence of having to deal with the earth’s crust and all of its natural variability. Major risks include: (a) exploration risk (the success rate of making a new discovery is low); (b) geological risk (the made grades of newly discovered deposits are generally decreasing); (c) engineering risk (the nature of newly discovered deposits is complex) and (d) geopolitical risk (various commodity resources are hosted in politically unstable and hostile jurisdictions).

In contrast, E-Waste is a man-made engineered product. It contains a very prescriptive blend and known quantity of strategic metals. As a result, the processing of E-Waste carries negligible exploration, geological, and geopolitical risk. Furthermore, as industry standard payment terms for our feedstock E-Waste are linked to the proportions of metals recovered, the impact and risk of fluctuating commodity prices are reduced as well. We believe feedstock E-Waste can also deliver 100 times better⁸ grades than traditional mined ores and the processing of E-Waste can carry less than 1/70^th the capital expenditures⁹ of a traditional gold mine. Modern Mining aims to provide our stakeholders with the potential upside value associated with commodities investments, all the while minimizing downside risk exposure common to conventional mining projects.

The amount of E-Waste produced by the world in 2016 was approximately 50 million tonnes¹⁰. With 5% of that E-Waste being printed circuit boards (“PCBs’), that amounts to 2.5 million tonnes of potential feedstock, of which only 17.4% was being recycled. At our current plant target design capacity of approximately 8,000 tonnes per PCP, capturing “wasted” E-Waste would require over 250 concentrator plants. It is envisioned that 1 tonne of PCBs is equivalent in volume to three gaylord pallet boxes.

We currently have non-binding letters of intent to secure two times the quantity of feedstock needed to operate our initial PCP at 100% capacity, however, there are no guaranteed obligations for such suppliers to provide any amount of such feedstock to us.

We further believe we are positioned to benefit from any rise in commodity metal prices for our recovered metals: Gold, Silver, Copper, Platinum and Palladium.

We plan to have a continuing research and development program. This program will have two main goals. The first goal will be to optimize our proprietary processes to increase recoveries and reduce costs. The second goal will be to expand our core technology to be able to recover additional metals and to be able to process additional types of E-Waste feedstock.

Our Growth Strategy

The Company intends to expand its footprint to other locations around the U.S. and internationally (target of 1 PCP per year over 4 years) so that multiple concentrator plants are strategically located geographically near major third-party, primary recycling facilities, significantly reducing raw material transportation costs. The first additional PCPs will feed into the initial APP in North Carolina. Expansion of our aqueous purification capacity will be undertaken as material supply and economics dictate.

Corporate Structure

The current corporate structure of the Company is as follows:

Our Property

In September 2022, the Company secured a facility lease containing approximately 10,000 square feet of effective working space in nearby Greenville, North Carolina to serve as its pilot plant facility.

It is anticipated that this facility will allow the Company to operate at approximately 5% of the processing capacity envisioned for its future planned commercial-scale plant. The Company intends to use this facility to house both its pilot PCP and APP equipment. The Company intends to operate the pilot and demonstration plant as needed for the following business purposes:

The Company elected to make North Carolina its U.S. processing home as a logical extension of its past local research efforts, favorable incentives, proximity to major logistics networks, and direct access to some of the world’s largest supplies of E-Waste through proximity to the densely populated eastern U.S. seaboard.

The Company retained a third-party full service process modelling and industrial optimization firm to provide the Company with various studies with a view to enabling the Company to maximize its manufacturing capabilities in the long term. In particular, such company provided the following studies to Modern Mining:

The above studies were completed in February 2023.

Our Employees

We currently have three full-time employees. Our main operational employees located in Greenville, North Carolina include: Darrell Campanella, General Manager; Chris Oppel, Production Manager; and David Gordon, Procurement Manager.

Kuljit (Jeet) Basi, the President and Chief Executive Officer of the Company, Viktoriya Griffin, Controller and Basil Botha, Principal Technical Advisor, are located in Vancouver, British Columbia. David Whitney, the Company’s Chief Financial Officer, is located in Delta, British Columbia.

Intellectual Property

The individual unit operations of the Company’s two-step process are common within their various typical industries. The Company has used the equipment in a potentially non-traditional way and has developed an overall process sequence that it believes is unique. To the Company’s knowledge, there are no other pure aqueous based E-Waste processors operating at a commercial scale.

At this time and except as set out below, the Company has not filed any applications in connection with its intellectual property (including in respect to its proprietary two-step process further described under the section entitled “Our Business, Our Products and Services”) and there is no present intention to do so. The Company currently protects its process by trade secret.

The Company’s wholly-owned Delaware subsidiary has one registered trademark for GOLD CONCIERGE in the USA.

REGULATION OF OUR INDUSTRY

Regulatory Framework in the United States

The Company’s only facility in operation is its pilot and demonstration plant in Greenville, North Carolina. As such, the Company is subject to regulation in the State of North Carolina and federally in the United States in respect to its operations including, but not limited to, complying with local and State ambient air quality standards in respect to emissions from any stack, vent, or outlet, of sulfur oxides, suspended particulates, carbon monoxide, nitrogen oxide, etc. Additionally, the company must comply with the NAAQS. Of the six principal pollutants that NAAQS sets levels for, the Company’s process only produces particulate matter.

The Company is also mandated to meet water quality standards as required by the Environmental Protection Agency (the “EPA”) under applicable legislation including, but not limited to, the Clean Water Act. The Company is required by the local authority to comply with noise regulations, mandating a maximum sound level below 100dB, outside the building while in operation. Internally completed noise level measurements show that the operating plant pilot produced approximately 70dB outside of the building. The Company believes it has been fully compliant with these standards in the past and intends to be fully compliant in its future operations.

The Company’s E-Waste recycling processes are environmentally friendly and do not generate any significant gaseous, liquid, or solids emissions only noise, air borne dust, and sewer discharges at this time. Its pre-concentration processes are purely water based with no chemical addition, and its purification methods utilize controlled aqueous based reagent blends in connection with its refined metal production. To that end, the Company has noise control and dust control systems in place and currently uses a closed-loop water recirculation system to manage effluent discharge.

The Company requires a business license to operate which is issued by the local state authority. The Company, so far, has had no local or state regulatory matters to address in connection with its operations and the Company intends to continue to operate its main processing facility in North Carolina in accordance with all applicable local and state laws. In addition, when and if the Company’s operations expand beyond North Carolina, the Company will continue to ensure it operates it facilities in accordance with all applicable laws.

In addition, the government may in future impose additional environmental laws or specific regulations applicable to the Company’s business. The Company cannot predict the impact of any new environmental laws or regulations or of changes in current environmental laws or regulations on its operations. However, any such unanticipated changes may materially affect the Company’s business and operations. See “Risk Related to Our Regulatory Framework.”

Conflict Minerals Rule

The Company will be subject to the Conflict Minerals Rule, adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires that publicly traded companies that manufacture or contract to manufacture products containing tantalum, tin, tungsten or gold (“3TG”) that is necessary to the functionality or production of such products take certain steps to determine the origin of such necessary 3TG, and to report their findings annually to the SEC.

In compliance with the Conflict Minerals Rule, the Company has adopted a Conflict Minerals Policy that outlines a process to conduct a reasonable country of origin inquiry based on a review of its business operations to determine whether any of the 3TG contained in its products came from recycled or scrap sources or if it did not, whether the 3TG originated in the Democratic Republic of the Congo (DRC) region and adjoining countries.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section of this Offering Circular entitled “Business”, and our consolidated financial statements and related notes thereto, included elsewhere in this Offering Circular. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our current plans, expectations, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Offering Circular, particularly in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

This Management Discussion and Analysis supplements, but does not form part of, the Consolidated Financial Statements for the years ended December 31, 2024 and 2023. Consequently, the following discussion and analysis of the financial condition and results of operations for the Company should be read in conjunction with the Consolidated Financial Statements for the years ended December 31, 2024 and 2023, and the related notes therein, which have been prepared in accordance with International Financial Reporting Standards, consistently applied.

Corporate Overview

The Company was incorporated under the Business Corporations Act (British Columbia) (the “BCBCA”) on January 26, 2021.

On August 19, 2021, the Company and UMI entered into the Merger Agreement, providing for the acquisition of all the issued and outstanding common shares of UMI. Pursuant to the Merger Agreement, UMI and Urban Mining Merger Sub, Inc., a wholly-owned subsidiary of the Company, amalgamated/merged and continued under the name of UMI. As a result of the Merger, UMI became a wholly-owned subsidiary of the Company on September 1, 2021. Subsequently, UMI changed its name to Modern Mining Technology Corp. as of December 8, 2021. UMI was incorporated in the State of Delaware on August 8, 2017 for the purpose of refining precious metals from E-Waste.

Modern Mining is a “landfill-to-commodity” business aiding the transition away from traditional mining to a cleaner, safer and profitable process to mine valuable metals from a vast, growing and largely ignored global resource, electronic waste or E-Waste (or sometimes also referred in the waste industry as “EEE” for Electrical and Electronic Equipment or “WEEE” for Waste Electrical and Electronic Equipment). E-Waste includes all items of electrical and electronic equipment that have been discarded as waste (including a wide range of products; almost any household or business item with circuitry or electrical components). Once concentrated, the resulting material serves as feedstock for the Company’s purification process.

Our U.S. wholly-owned operating subsidiary (formerly, “Urban Mining International Inc.”, and subsequent to the completion of the Merger, “Modern Mining Technology Corp.”) was originally incorporated in August, 2017. Since 2017, management has been focused on research and development activities relating to the feasibility of its business of the treatment of electronic waste and the processes associated therewith. To that end, the Company purchased and installed certain equipment that allowed for the testing of the Company’s E-Waste recovery processes. Such research and development activities resulted in the sale of recovered gold in 2020 in the amount of $23,586.

The Company formerly operated out of a 14,400 square foot facility located at 5905 Triangle Dr., Raleigh, North Carolina, 27617 pursuant to a lease dated July 29, 2020 (the “Former Facility Lease”). On October 22, 2021, the Company, with the consent of the landlord thereunder, surrendered the Former Facility Lease due to the fact that the Company determined it needed a larger facility to accommodate its anticipated growth and scale-up plans. On September 22, 2022, the Company entered into a lease agreement with Grand Ventures, LLC, a North Carolina limited liability company, for the lease of the Company’s North Carolina facility for E-Waste feedstock processing. The lease term is for three years, with a right to extend it for three additional one year terms. Annual rent during the first three lease years is $120,000, payable in monthly installments of $10,000. This is subject to adjustment upon extension of the lease term.

Significant events and transactions during the Year

During the year ended December 31, 2024, the Company received a total of CAD $886,000 ($615,748) ( December 31, 2023 – CAD $344,000 ($260,094)) in short-term loans. The interests accrued on the CAD denominated loans are $46,221 (2023 - $4,898) and has been included in the interest and accretion expense in the consolidated statements of loss and comprehensive loss. These short-term loans are payable on demand and have an interest rate of 8% per annum, compounded annually.

During the year ended December 31, 2024, MMTC arranged for an offering of unsecured convertible debentures (“2024 Debentures”) in an aggregate principal amount of $92,300. The 2024 Debentures bear interest at five percent (5%) per annum and are unsecured obligations of the Company. The 2024 Debentures are due thirty-six months following their issuance (i.e. July 28, 2027).

On July 6, 2024, the Board of the Company approved further modification, in the event that the Company either (a) completes a financing or series of financings or enters into a royalty streaming agreement to raise aggregate gross proceeds of not less than US$5,000,000 at any time between May 1, 2024 and IPO, or (b) completes an IPO where the market value of the Company is not less than US$100,000,000, then in lieu of each common share the subscriber would have otherwise received, the subscriber shall receive a unit (a “Unit”) consisting of one common share and one additional warrant (an “Underlying Warrant”) to purchase one additional common share (an “Underlying Share”) at a price of $0.085 per share for a period of 36 months from the date of the IPO.

On the date of modification, and as at December 31, 2024, the Company assessed that the modification of the Investor Rights Warrants does not have an impact on the classification of such Investor Rights Warrants. As at December 31, 2024, the Company estimated the share price that is used in the valuation of the warrant liability to have a nominal value given that the Company has postponed its public listing, is operating with negative net working capital, has significant negative shareholders’ equity and has not secured recent equity financing. As a result, as at December 31, 2024, the fair value of the warrant liability has been determined to be $nil (December 31, 2023 - $340,234). The Company recognized a total of $328,512 fair value gain on the valuation of warrant liability for the year ended December 31, 2024 (December 31, 2023 – loss of $186,508) and the gain (loss) has been included in the consolidated statements of loss and comprehensive loss.

Operating Segments

The Company operates in one operating segment, namely the refinement of precious metals from E-Waste.

For the years ended December 31, 2024 and 2023, the Company had no revenues due to the Company focusing on revamping its business operations, facility, and financing opportunities.

The Company has and expects to continue to report negative earnings until the Company’s E-Waste processing program ramps up to full-scale production. The Company will continue to utilize proceeds from financing and equity issuances to fund its business operations and general and administrative operating costs.

Plan of Operations

The continuation of our current plan of operations requires us to raise significant additional capital. If we are successful in raising capital through the sale of Shares pursuant to this Offering, we believe that the Company will have sufficient cash resources to fund its plan of operations for the next 12  months. If we are unable to do so, we may have to curtail and possibly cease some operations. The Company intends to receive proceeds from the Offering to carry out the following near term and longer-term goals. The approximate timing and costs associated with these target milestones are also summarized below. These target dates and cost estimates may change subject to multiple factors including, but not limited to, the following: (i) the timing of the Offering and quantity of capital raised; (ii) key equipment availability, cost, and delivery timing; (iii) supply chain fluctuations; (iv) availability and access to labor markets (skilled and unskilled); (v) permitting processes; and (vi) availability and costs of E-Waste feedstock supply. See also “Risk Factors.”

We will continually evaluate our plan of operations to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations.

Years Ended December 31, 2024 and 2023

Results of Operations

The net loss reported during the year ended December 31, 2024 was $2,305,221 compared to net loss of $2,702,050 in the prior year. The main fluctuations in costs were as follows:

The decrease in legal fees and other professional service costs was primarily due to reduced investment opportunities and the Company’s IPO activities during the year.

The increase in foreign exchange loss was driven by the appreciation of the US Dollar.

As at December 31, 2024, the fair value of the warrants liability has been determined to be $nil (December 31, 2023 - $340,234). Therefore, previous year’s warrant liability was written off contributing to the increase in gain.

Liquidity and Capital Resources

Subsequent to December 31, 2024

On June 18, 2025, the Company entered into an investment agreement (the “OR Investment Agreement”) with OR Royalties Inc. (“OR”) pursuant to which OR agreed to subscribe for 47,058 Common Shares at a price of $4.25per share for gross proceeds of $200,000. The OR Investment Agreement provides that the Company will use the proceeds to commission a third-party technical study on the Company’s first commercial scale E-Waste recovery facility to be located in Greenville, North Carolina. Subject to favorable outcomes from the study, the Company and OR have agreed to negotiate a royalty agreement pursuant to which the Company will grant OR a perpetual royalty on all metals produced at the facility in exchange for a portion of the funding required for construction of the facility.

The Company received additional short-term loans and promises to pay the principal sums ($416,667) and $228,000 at 8% interest compounded annually, payable on demand

The Company amended the Debentures that were issued during the year ended 2022, whereby the Company extended the maturity date from April 7, 2025 to April 7, 2027, with the interest rate on the Debentures increased from 5% per annum to 7% per annum.

Years Ended December 31, 2024 and 2023

The Company has financed its operations from equity and debt advances from its shareholders. The Company has no external credit facilities or bank loans.

The Company has an authorized capital consisting of an unlimited number of Shares of which, as of the date hereof, 5,082,200 Shares are issued and outstanding.

Assets and Sources of Liquidity

Cash and restricted cash

As of December 31, 2024, the Company’s cash and restricted cash were $121,829 compared to $45,907 as of December 31, 2023. Cash and restricted cash represent the largest component of our current assets, with smaller amounts recorded as sales tax receivable and prepaid expenses.

Sales tax receivable

As of December 31, 2024, the Company’s sales tax receivable were $30,701 compared to $11,367 as of December 31, 2023. Sales tax receivable increased by $19,334 due to continued operations of the Company and increased expenditures that the Company is expected to be able to claim refunds on sales tax.

Prepaid expenses

As of December 31, 2024, the Company’s prepaid expenses were $26,587 compared to $17,956 as of December 31, 2023. The increase of $8,631 was due to the Company placing retainers with professional service organizations.

Liabilities and Material Commitments

Convertible debentures and interest payable on convertible debentures

As of December 31, 2024, the Company’s convertible debentures and interest payable on convertible debentures were $3,403,862 and $458,268, respectively, compared to $3,249,145 and $288,875, respectively, as of December 31, 2023. The increase of $154,717 and $169,393, respectively, was due to convertible debentures being issued during the year.

Short-term loans

As of December 31, 2024, the Company’s short-term loans were $1,025,732 compared to $372,557 as of December 31, 2023. The increase of $653,175 was due to issuance of loans of CAD$886,000, and accrual of interests.

Accounts payable and accrued liabilities

As of December 31, 2024, the Company’s accounts payable and accrued liabilities were $3,108,040 compared to $2,103,366 as of December 31, 2023. The increase of $1,004,674 during the year was due to continued operations and increased expenditures of the Company.

Historical Cash Flow Information

Summary of Annual Results

The following tables summarize selected financial data for the Company for each of the most recently completed financial years. The information set forth below should be read in conjunction with the consolidated audited financial statements and unaudited condensed consolidated interim financial statements, prepared in accordance with International Financial Reporting Standards and Canadian generally accepted accounting principles as applicable.

Outstanding Shares

As at December 31, 2024, the Company had 5,035,142 Shares issued and outstanding on a non-diluted basis.

As at December 31, 2024, the Company had 12,646,812 warrants that were issued and outstanding. These warrants remained anti-dilutive as at December 31, 2024 and as at the date hereof, and therefore, were not included in the calculation of diluted earnings per share.

As at the date hereof, potentially dilutive securities for the diluted earnings per share calculations consist of 1,306,427 contingently issuable shares of convertible debt at an assumed conversion price of $2.55 per Share and 12,646,812 share purchase warrants. When a loss from continuing operations exists, all dilutive securities and potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share.

As of the date hereof, the Company has 9,705,696 Investor Rights Warrants issued and outstanding, which will automatically convert to up to 18,440,805 Shares upon the closing of this Offering, subject to the IRA Blocker provisions, as described elsewhere in this Offering Circular. Shares issued in exchange for the Investor Rights Warrants are subject to further restrictions such that they will be released from lock-up six (6) months following the closing of the Offering. Up to 50% of such securities may be released early in accordance with the terms of the Pooling Agreement.

On April 7, 2022, the Company issued $3,331,390 principal amount of 5% unsecured convertible debentures in a private placement. The Debenture Indenture provides that in the event the Company completes a U.S. listing, such as this Offering, the principal amount of the Debentures plus any accrued unpaid interest will automatically convert into Shares at a conversion price equal to the lessor of (A) a 40% discount to the Offering Price, and (B) $5.00, and shall be subject to a six (6) month hold period from the listing of the Shares on the Canadian Securities Exchange, the TSX Venture Exchange, the Toronto Stock Exchange, the Neo Exchange Inc., the Nasdaq Stock Market or any United States stock exchange.

Financial Position and Liquidity as at December 31, 2024

As at December 31, 2024, the Company’s financial instruments consist of cash, accounts payable, equipment loan and short-term loans.

The following discussion relates to the year ended December 31, 2024 and compares that to the fiscal 2023:

As at December 31, 2024, the Company had a working capital deficit of $7,832,353 compared to a working capital deficit of $2,895,866 as at December 31, 2023.

Cash used in operating activities during year ended December 31, 2024 totalled $743,988 (December 31, 2023: $832,299).

Cash used in investing activities during the year ended December 31, 2024 totalled $nil (December 31, 2023: $5,511).

Cash raised in financing activities during the year ended December 31, 2024 totalled $588,048 (December 31, 2023: $130,094).

Financial Position and Liquidity as at December 31, 2023

As at December 31, 2023, the Company’s financial instruments consisted of cash and cash equivalents, security deposit, trust account, accounts payable and accrued liabilities, trust liability, equipment loan and short-term loans.

The following discussion relates to the year ended December 31, 2023 and compares that to the fiscal 2022:

As at December 31, 2023, the Company had a working capital deficit of $2,895,866 compared to a working capital deficit of $194,332 as at December 31, 2022.

Cash used in operating activities during the year ended December 31, 2023 totaled $832,299 (December 31, 2022: $2,408,811).

Cash used in investing activities during the year ended December 31, 2023 totaled $5,511 (December 31, 2022: $200,643).

Cash raised in financing activities during the year ended December 31, 2023 totaled $130,094 (December 31, 2022: $2,890,008).

Trend Information

Because we are still in the start-up phase of our operations, we are unable to identify any recent trends in revenue or expenses. Thus, we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this Offering Circular to not be indicative of future operating results or financial condition.

Going Concern

The Company is in the preliminary stages of its planned operations and has not yet determined whether its processes and business plans are economically viable. The continued operations of the Company are dependent upon the ability of the Company to obtain sufficient funding to carry out its business plans, the existence of future profitable production, or alternatively, upon the Company’s ability to dispose of its assets on an advantageous basis, all of which are uncertain.

The Company’s consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company will need to raise additional capital in the near term to fund its ongoing operations and business activities. There can be no assurance that this Offering will conclude or that other financings will be available on terms acceptable to the Company or at all. As a result of these circumstances, there are material uncertainties that cast significant doubt as to the appropriateness of the going concern presumption.

The business of environmental recycling and processing involves a high degree of risk, and there can be no assurance that current business development programs will result in profitable operations. The Company’s continued existence is dependent upon the acquisition of assets, preservation of its interest in the underlying assets, acquisition of various licenses, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company’s ability to dispose of its assets and operations on an advantageous basis.

The Company’s consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and classifications in the statement of financial position that may be necessary if the Company were unable to continue as a going concern, and these adjustments could be material.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Direct Capital Expenditures

Our contractual obligations for ongoing capital expenditures are described below. With the proceeds from the 2022 Debenture Offering, we have entered into a facility lease in Greenville, North Carolina and acquired various pieces of production equipment.

The Company estimates that to equip the facility with the required processing equipment (including laboratory equipment) to run its main US processing operations, will require an initial investment of approximately $6.5-$7.4 million in direct capital. Such equipment includes, but is not limited to, gas scrubbers, conveyor belt systems, sensor based sorters, air compressors, various shredders and sizers, drying units, dissolution and precipitate vessels, various chemical process tanks, induction melting systems, vacuum filtration units, security systems, etc. The Company understands that such capital costs and timelines could change, and as such, it continues to review and update major equipment quotes ahead of any advance procurement strategies.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to pursue the Company’s objectives. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

In the management of capital, the Company includes its cash balances and components of shareholders’ equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue additional shares, issue debt, acquire or adjust the amount of cash and cash equivalents and investments.

At this stage of the Company’s development, in order to maximize ongoing development efforts, the Company does not pay out dividends. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

Financial Instruments and Risk Management

Financial instruments of the Company carried on the Consolidated Statements of Financial Position are carried at amortized cost, with the exception of warrant liability, classified and held at fair value through profit or loss. There are no significant differences between the carrying value of financial instruments and their estimated fair values as at December 31, 2024 and 2023, due to the immediate or short-term maturities of the financial instruments and their subjectivity to interest rates that are similar to the market interest rates of a similar item with similar security.

The Company classifies the fair value of these transactions according to the following hierarchy:

The Company’s warrant liability is classified at level 3 with a fair value of $nil as of December 31, 2024 (December 31, 2023 - $340,234).

Market risk is the risk that changes in market prices will affect the Company’s earnings or the value of its financial instruments. Market risk is comprised of other price risk, currency risk, and interest rate risk. The objective of market risk management is to manage and control exposures within acceptable limits, while maximizing returns. These market risks are evaluated by monitoring changes in key economic indicators and market information on an on-going basis, adjusting operations and budgets accordingly. The Company is not subject to market risk.

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash and restricted cash. The Company’s cash and restricted cash are held with major banks in Canada and the United States. Accordingly, the Company is not exposed to significant credit risk.

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. In the management of liquidity risk, the Company maintains a balance between continuity of funding and the flexibility through the use of borrowings. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company’s projects and operations. The Company is dependent on external financing and will be required to raise additional capital in the future to fund its operations

As at December 31, 2024, the Company had a cash and cash equivalents balance of $101,829 (December 31, 2023 - $25,907) to settle current liabilities of $8,038,773 (December 31, 2023 - $2,971,096). So far, the Company is not profitable and has had to rely on the issuance of equity securities for cash, primarily through private placements and from related and other parties. The Company’s access to financing is uncertain. There can be no assurance of continued access to significant equity or debt financing.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to cash flow interest rate risk on the variable rate of interest earned on its cash and restricted cash. The cash flow interest rate risk on cash is insignificant since deposits are short term in nature. The Company does not hold any other financial assets or liabilities with variable interest rates that will have significant impact arising from interest rate risk. The fair value interest rate risk on the Company’s other assets and liabilities are deemed to be insignificant.

The Company has not entered into any derivative instruments to manage interest rate fluctuations, thus, the Company is not subject to interest rate risk.

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

The Company’s certain operating expenses and acquisition costs are denominated in US$ and incurred by MMTC Delaware, and a large portion of the expenses of the Company are in Canadian dollars. The Company’s corporate office is based in Canada, and the exposure to exchange rate fluctuations arises mainly on foreign currencies, which are the US$.

The Company is exposed to foreign exchange risk. The Company has not entered into any derivative instruments to manage foreign exchange fluctuations; however, management monitors foreign exchange exposure, and if rates continue to fall, management will look at entering into derivative contracts. Should the US dollar and Canadian dollar exchange rate have changed by 5% at the period end, the impact to profit or loss would be +/- $118,085.

The Company’s monetary assets and liabilities denominated in Canadian dollars are shown here in US$:

Capital Management

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to pursue the Company’s objectives. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

In the management of capital, the Company includes its components of equity (deficit). The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or adjust the amount of cash and cash equivalents and investments.

At this stage of the Company’s development, in order to maximize ongoing development efforts, the Company does not pay out dividends. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company’s capital is not subject to any externally imposed capital requirements.

Critical Accounting Estimates

The preparation of the Company’s Consolidated Financial Statements requires management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The accounting estimates and assumptions discussed in this section are those that the Company considers to be the most critical in the preparation of the Consolidated Financial Statements. An accounting estimate or assumption is considered critical if both

The Company measurement of the warrant liability is considered to be a critical accounting estimate. Estimating fair value for warrants requires determining the most appropriate valuation model. Significant estimates include estimating the fair value of the Company’s common shares and the volatility of common shares.

MANAGEMENT

Our Executive Officers and Directors

The following table sets forth the names, ages and positions of our executive officers and members of our Board of Directors as of the date of this Offering Circular. The business address of all of persons identified below is c/o Modern Mining Technology Corp., 1055 West Georgia Street, 1500 Royal Centre, Vancouver, British Columbia, V6E 4N7 Canada.

There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our directors or executive officers was selected to serve as a director or executive officer of the Company.

Pursuant to the Investor Rights Agreement, each Investor (as defined in the Investor Rights Agreement) shall be entitled, through the Warrantholder Representative to nominate three (3) directors to the Board, provided that each director nominee shall be a Canadian resident and shall meet the requirements of applicable corporate, securities and other laws. All of the current directors were nominated prior to execution of the Investor Rights Agreement. The Investor Rights Agreement will terminate upon completion of the Offering.

Biographical Information

The following is a summary of certain biographical information concerning our executive officers, and directors.

Kuljit (Jeet) Basi, President, Chief Executive Officer and Director. Mr. Basi is an established mining industry professional with over 18 years of technical leadership experience in global public mining companies including Newmont Corporation (“Newmont”), Goldcorp Inc. (“Goldcorp”) and Teck Resources Ltd. (“Teck”). Jeet has a passion for growing a collaborative culture of technical excellence focused on maximizing net asset values. From July 2020 to present, Mr. Basi has been the principal consultant for SVK Metrix Inc. (“SVK”), which company provides consulting advice to numerous natural resource companies, including the Company. Mr. Basi has served as the CEO of the Company since March 2022. He is also a director and Executive Chairman of Tactical Resources Corp., a position he has held since November 2020. Prior thereto, from July 2019 to February 2020, Mr. Basi held the position of Senior Advisor, Newmont North America, where he was responsible for implementing industry leading best practices in the areas of technical services, project development and strategic planning across all of Newmont’s Canadian, U.S. and Mexican assets. Prior thereto, from February 2011 to June 2019, Jeet held various positions with Goldcorp including the position of Corporate Manager of Processing & Metallurgy. During his eight-year tenure with Goldcorp, Mr. Basi established a track record of delivering bottom-line growth across major assets within Goldcorp’s global portfolio. Prior to Goldcorp, Mr. Basi worked, from September 2006 to January 2011, at Teck’s Highland Valley Copper operation where he most notably was involved in the mill optimization and expansion projects. Mr. Basi is an industry professional and has co-authored multiple publications within the technical community. Mr. Basi obtained his Bachelor of Applied Science in Mining and Mineral Process Engineering degree from the University of British Columbia with a Minor in Commerce in 2006.

David Whitney, Chief Financial Officer. Mr. Whitney has served as the Company’s Chief Financial Officer since August 2024. He also currently serves as the Chief Financial Officer of Starfighters Space Inc., a position he has held since January 2024. Mr. Whitney has been serving as a Finance Executive for technology companies for the past 10 years with both private and public companies. From November 2016 to May 2020 Mr. Whitney served as the Chief Financial Officer for RentMoola Payment Solutions Inc. (“RentMoola”). From September 2018 to January 2020 he also served on the Board of Directors for RentMoola. During his tenure at RentMoola, Mr. Whitney oversaw the financing and accounting divisions at the Company; he was responsible for all capital raises which included a Series A, and retail investments. From May 2020 to September 2022 he served as Chief Financial Officer for Property Vista Software Inc. (“Property Vista”). At Property Vista, Mr. Whitney was responsible for the finance and accounting office at the Company and was responsible for all capital and debt solutions while employed there. From September 2022 to December 2023 Mr. Whitney was Chief Financial Officer for a large Canadian independent film studio, BRON Studios. Mr. Whitney had a team of over 60 finance and accounting staff and was responsible for over $500MM in film and investment assets. Mr. Whitney is a CPA (CA) designated in British Columbia Canada, articling in public practice at Ernst & Young LLP. Mr. Whitney has won several distinguished awards in his field including Ernst & Youngs ’40 Under 40’ award for Western Canada. Mr. Whitney has a Bachelor of Business Administration minoring in Advanced Accounting from the British Columbia Institute of Technology.

Mark Zorko, Executive Chairman of the Board, Director. Mr. Zorko has been Chairman of the Board of the Company since 2020. He is a seasoned business professional who has served as a CFO, board member and audit committee chairman at several public and private companies during his career. Since 2024 he has been on the Board of NuSkin Enterprises (NYSE:NUS). His past board service includes Westell Technologies, Inc. from 2017 to 2024, a provider of network infrastructure solutions that trades on the OTC markets (previously on Nasdaq), where he was the audit committee chairman and a member of the compensation committee. Mr. Zorko previously chaired the nominating and corporate governance committee and from 2009 to 2019 served on both the audit and compensation committees of Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH). He has worked as a consultant since 2013 and currently serves as an advisor to two early-stage entrepreneurial businesses. From 2017 to 2023, Mr. Zorko was president of Brentwood 401k, LLC, a firm that he founded to provide 401(k) plan advisory services to middle-market companies. Between 2006 and 2019, Mr. Zorko served as CFO or interim CFO at a variety of public companies listed on the New York Stock Exchange, OTC markets and London Stock Exchange AIM Market. Mr. Zorko served as the Chief Financial Officer of Steel Excel, Inc. (Nasdaq: SXCL), a public energy industry firm, from 2011 to 2013. He also served as the President and Chief Executive Officer of SXCL’s subsidiary Wells Services Ltd. (WSL), a Steel Excel business, in 2012 and CFO of DGT Holdings (DGTC), a medical imaging firm, from 2006 to 2012. SXCL, WSL and DGTC are all affiliated with Steel Partners Holding, L.P., a publicly traded diversified global holding company. Mr. Zorko was on the Audit Committee for Opportunity International, a microfinance bank from 2006 to 2018 and was on the Finance Committee for the Alexian Brothers Health System from 2006 to 2016. From 2000 to 2010, he was a partner at Tatum CFO Partners, LLP, an executive services firm at which he served in financial leadership positions for several clients, and he previously worked in finance and accounting roles at Honeywell, Inc., Zenith Data Systems Corporation and Arthur Andersen & Co. Mr. Zorko served in the U.S. Marine Corps and currently is on the board of directors of Military Outreach USA. He holds a B.S.B.A. degree in accounting from The Ohio State University and a M.B.A. degree from the University of Minnesota. He is a certified public accountant, NACD Director Certified and Board Leadership Fellow, and in 2019 he earned NACD’s CERT Certificate in Cybersecurity Oversight. He currently serves on NACD’s Research Triangle Chapter Board. Mr. Zorko brings many years of expertise in strategic planning, finance, accounting, international operations, mergers and acquisitions, information technology, audit oversight, and corporate governance. Our Board also believes his extensive executive experience and his service on other public company boards enable him to be an effective Board member. In addition, Mr. Zorko’s experience consulting with smaller, entrepreneurial businesses provides a valuable perspective in managing our business. Finally, through his experience as a CFO and audit committee chairman at multiple public companies, Mr. Zorko has developed deep insight into the management, operations, finances and governance of public companies.

Sean Bromley, Independent Director.    Mr. Bromley is a self-employed independent consultant to private and public companies and has significant experience in consulting and advising early-stage companies. As a former investment advisor, Mr. Bromley also brings considerable capital markets and financing expertise to the Company. He has been working as an investment consultant for the past 10 years and currently serves, or has served, as a director and consultant for multiple public and private companies including Starfighters Space Inc. since October 2022, Modern Mining Technology Corp since September 2021, The Vurger Co Ltd. from March 2022 to June 2025, Promino Nutritional Sciences Inc. since August 2020, Pure Extracts Technologies Corp. from December 2019 to August 2023, Isracann Biosciences Inc. from December 2018 to January 2024, Bolt Metals Corp. from October 2017 to November 2024. White Gold Corp. since November 2015, and Apollo Silver Corp. from August 2015 to June 2023. As a consultant, Mr. Bromley assists companies with corporate strategy, the identification of potential targets for mergers and acquisitions and the negotiation of transaction agreements, capital raising and making introductions to potential business partners. Mr. Bromley holds a Bachelor of Commerce degree with specialization in Finance from the University of Calgary in Alberta, Canada. He also studied at The Hong Kong University of Science and Technology in 2012.

Matthew Chatterton, Independent Director. Mr. Chatterton has over 20-years of experience in the design, development, and execution across a variety of projects and manufacturing operations and 12-years’ experience in the mining sector, primarily in equipment supply and process development for precious metal mines. His expertise includes project management, facility management, logistics, supply side processes and procedures at a number of international manufacturing operations in Canada, United States, China, Bulgaria, the Philippines and Israel. He has managed operational teams as large as eight direct or 120 indirect reports and has managed capital projects in excess of $35 million for production facilities and laboratories for mining and manufacturing businesses. He is currently the Chief Executive Officer at POWR Lithium Corp, where he has been serving in that role since December, 2023. Prior to POWR, Mr. Chatterton worked in various roles with Isracann Bioscience Inc from May 2019 to January 2023. He is also currently a director of UniDoc Health Corp. since December 2021 and Tactical Resources Corp. since April 2021, and was formerly a director of The Vurger Co Ltd. from March 2022 to June 2025. Mr. Chatterton is a Professional Engineer and graduate of Canada’s Queens University with a Master of Applied Science degree in Chemical Engineering in 2003 and an undergraduate degree in Applied Science in Engineering Chemistry in 2002, a dual accredited Chemistry/Engineering program.

Michael Hepworth, Independent Director. Mr. Hepworth has over 45 years of experience working in international markets, including management consulting, corporate development, mergers and acquisitions and go-public transactions. Mr. Hepworth is a seasoned senior executive and entrepreneur who has worked with various Canadian and US publicly listed companies in the banking, mining and exploration and engineering industries. Mr. Hepworth has served as CEO and as a director for a number of Canadian public companies including: Firesteel Resources, Nordic Gold, Latin American Minerals, and Lithium Energy Products. Mr. Hepworth served as the President, Chief Executive Officer, and Director of Nordic Gold from January 2012 to July 2019, a 70,000 ounce gold producer in Finland. Since August 2019 to present, Mr. Hepworth has, through his consulting company, Alpha Resources Management Ltd., continued to advise companies primarily in the resource sector.

Thomas A. Fenton, Secretary. Mr. Fenton is a partner of the Toronto based law firm, Aird & Berlis LLP, where he has practiced corporate and securities law since June 1997. Mr. Fenton has over 30 years of practice experience and is the former Practice Group Leader of the firm’s Capital Markets Group. Tom has also been, and currently is, an officer and/or director of a number of private and public companies. Among other things, Mr. Fenton also served for a three-year term on the Securities Advisory Committee of the Ontario Securities Commission from 2016 to 2018. Mr. Fenton received his law degree in 1986 from the University of Western Ontario (now Western University).

Family Relationships

There are no familial relationships among any of our directors or executive officers.

Involvement in Certain Legal Proceedings

Except as set forth below, to our knowledge, none of our current directors or executive officers have, during the past ten years:

The Company is not currently a party to any legal proceedings, the adverse outcome of which, individually or in the we believe will have a material adverse effect on our business, financial condition or operating results.

Board Practices

Board Leadership Structure and Risk Oversight

The Board of Directors oversees our business and considers the risks associated with our business strategy and decisions. The Board of Directors currently implements its risk oversight function as a whole.

Terms of Office

Each of our officers holds office until his or her successor is elected and qualified. Directors are appointed to serve for one year until the meeting of the Board of Directors following the annual meeting of shareholders and until their successors have been elected and qualified.

Director Independence

As a result of our expectation that our securities will be listed on the Nasdaq, we have elected to adhere to the rules of such exchange in determining whether a director is independent. The Nasdaq Listing Rules generally defines an “independent director” as a person other than an executive officer or employee of a Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Under NI 58-101, a director is considered to be independent if he or she is independent within the meaning of Section 1.4 of Canadian National Instrument 52-110 – Audit Committees, or “NI 52-110.”

Under such definition, Sean Bromley, Matt Chatterton and Michael Hepworth are independent directors on the Company’s Board. However, our Shares are not currently quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, the Company is not subject to any director independence requirements as of the date hereof.

Board Committees

Audit Committee

Our Audit Committee is comprised of Sean Bromley (Chairperson), Michael Hepworth and Matthew Chatterton. The Audit Committee is directly responsible for the appointment, compensation, retention, oversight and termination of the work of the independent auditor (including resolution of any disagreements between Company management and the independent auditor regarding financial reporting) and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Company, and the independent auditor and each such other registered public accounting firm must report directly to the Committee. The Committee, or the Chair of the Committee, must pre-approve any audit and non-audit service provided to the Company by the independent auditor or any other registered public accounting firm, unless the engagement is entered into pursuant to appropriate preapproval policies established by the Committee or if such service falls within available exceptions under SEC rules.

Compensation Committee

Our Compensation Committee is comprised of Matthew Chatterton (Chairperson), Michael Hepworth and Sean Bromley.

The primary responsibility of the Compensation Committee is the oversight of, and the annual and ongoing review of, the Chief Executive Officer, the compensation of the senior management team, and the bonus programs in place for the balance of the staff. This includes oversight responsibility for ensuring the proper reporting and continuous disclosure in respect of same, and compliance with laws and regulations as well as stock exchange rules and policies in respect of same. The Compensation Committee shall also be responsible for the other matters as set out in this Charter and/or such other matters as may be directed by the Board of Directors from time to time. The Compensation Committee should exercise continuous oversight of developments in these areas.

Environmental, Social and Governance (“ESG”) Committee

Our ESG Committee is comprised of Michael Hepworth (Chairperson), Matthew Chatterton and Sean Bromley.

The primary responsibility of the ESG Committee is, among other matters, to review and set standards for qualification and criteria for membership to the Board of Directors, review and make recommendations to the Board of Directors as to whether existing directors should stand for re-election and consider, screen and recommend candidates to fill new or open positions to the Board of Directors, recommend candidates for membership in each of the Board of Directors’ committees, assist management in the preparation of disclosures in the Company’s annual proxy statement regarding corporate governance and director independence, review and make recommendations with respect to the Company’s social responsibility efforts, oversee the Company’s reporting standards with respect to ESG matters and to make regular reports to the Board of Directors.

Code of Ethics

Our Board adopted a written Code of Business Conduct and Ethics on May 19, 2022, which is a “code of ethics” as defined in section 406(c) of the Sarbanes-Oxley Act and which is a “code” under Canadian National Instrument 58-101-Disclosure of Corporate Governance Practices, that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and other of our agents. The Code of Ethics will be made publicly available on the Company’s website at www.modernmining.com.

Incentive Compensation Recovery Policy

Our Board adopted an incentive compensation recovery policy on September 15, 2025, pursuant to Section 10D-1 of the Exchange Act and Dodd Frank Act that applies to current and former officers of the Company. The policy will be made publicly available on the Company’s website at www.modernmining.com.

Insider Trading Policy

Our Board adopted a written Insider Trading Policy on May 19, 2022, which is designed to ensure full compliance with the prohibitions against insider trading contained in Section 10(b) of, and Rule 10b-5 promulgated under, the U.S. Securities Exchange Act of 1934, as amended, and with comparable provisions of applicable Canadian securities legislation. The policy establishes comprehensive safeguards to prevent any director, officer, employee, household member, or entity controlled by such persons from trading the Company’s securities while in possession of material non-public information. The Insider Trading Policy will be made publicly available on the Company’s website at www.modernmining.com.

Corporate Governance Practices

We are a “foreign private issuer” under the federal securities laws of the United States and the Nasdaq Listing Rules. Under the federal securities laws of the United States, foreign private issuers are subject to different disclosure requirements than U.S.-domiciled registrants. We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and the Nasdaq Listing Rules.

Under the SEC rules and the Nasdaq Listing Rules 5615(a)(3) , a foreign private issuer is subject to less stringent corporate governance requirements. Subject to certain exceptions, the SEC and the Nasdaq permit a foreign private issuer to follow its home country practice in lieu of their respective rules and listing standards. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on the Nasdaq, may provide less protection than is accorded to investors under the Nasdaq Rules applicable to U.S. domestic issuers.

The Canadian securities regulatory authorities have issued corporate governance guidelines pursuant to National Policy 58-201 — Corporate Governance Guidelines (the “Corporate Governance Guidelines”), together with certain related disclosure requirements pursuant to Canadian National Instrument 58-101 — Disclosure of Corporate Governance Practices. The Corporate Governance Guidelines are recommended as “best practices” for issuers to follow. We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted, or in connection with the closing of this Offering will adopt, certain corporate governance policies and practices which reflect our consideration of the recommended Corporate Governance Guidelines.

EXECUTIVE COMPENSATION

The following discussion and analysis of compensation arrangements should be read together with the compensation tables and related disclosures that follow. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion. The following discussion may also contain statements regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Compensation of our Executive Officers and Directors

The following table sets forth information concerning the compensation of our executive officers and non-employee directors for the 2024 fiscal year.

The following table sets forth information concerning the compensation of our executive officers and non-employee directors for the 2023 fiscal year.

Director Compensation

We currently have five (5) directors. Our four independent directors receive, effective from September 1, 2021, an annual cash retainer of $20,000 to be paid quarterly in arrears and an annual equity retainer equal to $30,000 to be granted in the form of RSUs under the 2022 Plan, with vesting requirements of one year from date of grant. In addition, the Chair of each Committee (Audit, ESG and Governance) will receive an additional $5,000 cash retainer while the Chair of the Board of Directors will receive an additional $12,500 cash retainer. At present, all cash components of director compensation has been paid up to the period ended June 30, 2025. Subsequently, all director fees are still being accrued and deferred until the completion of the Offering.

Employment Agreements, Arrangements or Plans

The following describes the respective employment agreements and consulting agreements entered into and in place as of the date hereof between the Company and its executive officers and directors.

Kuljit (Jeet) Basi’s services as Chief Executive Officer of the Company are provided pursuant to a consulting agreement (the “Basi Consulting Agreement”) made effective March 8, 2022 between the Company and SVK. Mr. Basi is the principal of SVK. Pursuant to the Basi Consulting Agreement, Mr. Basi is paid a consulting fee of $15,000 per month and is entitled to be reimbursed for expenses incurred in connection with his services to the Company.

The Basi Consulting Agreement continues on an ongoing basis until otherwise terminated in accordance with the provisions thereof. In the event the Basi Consulting Agreement is terminated for any reason (other than for “Cause” (as such term is defined in the Basi Consulting Agreement)), the Company must provide SVK with 30 days’ written notice of such termination and must pay SVK a lump sum equivalent to 18 months’ worth of consulting fees. Mr. Basi has agreed to defer his compensation from October 1, 2022 until the completion of the Offering.

Basil Botha’s services as Principal Technical Advisor to the Company are provided pursuant to a transition letter (the “Botha Transition Letter”) entered into as of February 28, 2022 between Basil Botha, his personal services company (616538 BC Ltd) and the Company. Pursuant to the Botha Transition Letter, the Company agreed to: (1) pay all outstanding expenses previously incurred by Mr. Botha on behalf of the Company in the amount of approximately $13,000; (2) pay all accrued salary owing to him from September 1, 2021 to February 28, 2022 in the amount of $78,000; and (3) commencing March 1, 2022, pay Mr. Botha and/or his consulting company, $14,000 per month. Such salary will be payable until eighteen (18) months following the date of completion of the Offering; and (4) pay all reasonable out-of-pocket expenses incurred by Mr. Botha on behalf of the Company and in accordance with the Company’s reimbursement policies.

Pursuant to the Botha Transition Letter, Mr. Botha will retain 823,515 performance warrants of the Company, each of which is exercisable for one Share at $0.20 per performance warrant (352,935 of such performance warrants vest when the Company achieves gross sales of $10 million and 470,580 of such performance warrants vest when the Company achieves gross sales of $20 million).

Mr. Botha will also be entitled to a one-time bonus of $50,000 upon closing of the Offering for Mr. Botha assisting the Company in (i) securing the lease of the Facility, (ii) assisting in the commissioning of key pilot plant equipment and (iii) managing the engineering study presently being conducted by a third party process modelling and industrial optimization firm. It has also been further agreed that Mr. Botha’s $78,050 in shareholder advances he made to the Company would be repaid withing ten (10) days of closing of the Offering.

Pursuant to the Botha Transition Letter, Mr. Botha has agreed to ensure that the Company has a solid basis for the ordering of equipment and commissioning of the Facility. In addition, Mr. Botha has agreed to provide the following scope of work to the Company: human resources, staff training and recruitment, security, safety, procurement of feedstock, instituting production metrics for quality control and recoveries, set-up the laboratory and any other aspects relating to the operation of the Facility. From March 1, 2022 onward, Mr. Botha has agreed to devote 100% of his time to the Company’s affairs which will include spending two to three weeks per month at the Facility.

On June 15 and 16, 2023, Mr. Botha filed claims against the Company in the small claims court of British Columbia, Canada, for approximately $30,000 for his unpaid consulting invoices for April and May 2023. On June 30, 2023, Mr. Botha and the Company entered into an Amending Agreement whereby Mr. Botha agreed to defer his compensation from April 2023 until the closing of the Offering. Any unpaid invoices will accrue interest at 2% compounded monthly. Additionally, following the closing of the Offering, Mr. Botha’s salary will be increased to $15,000 per month for a period of twenty-four (24) months following the completion of the Offering. Mr. Botha also withdrew his claims and agreed not to file any more claims against the Company so long as payments due to him are paid within thirty (30) days of the completion of the Offering.

David Whitney’s services as Chief Financial Officer of the Company are provided pursuant to a consulting agreement (the “CFO Agreement”) made effective August 27, 2024 between the Company and Sea Island Consulting Ltd. (“Sea Island”). Mr. Whitney is the principal of Sea Island. Pursuant to the CFO Agreement, Mr. Whitney is paid a consulting fee of $4,250 per month and is entitled to be reimbursed for expenses incurred in connection with his services to the Company. Upon completion of the Offering, the consulting fee will be increased to $8,500 per month.

The CFO Agreement continues on an ongoing basis until otherwise terminated in accordance with the provisions thereof. In the event the CFO Agreement is terminated for any reason (other than for “Cause” (as such term is defined in the CFO Agreement)), the Company must provide Sea Island with 30 days’ written notice of such termination.

Equity Incentive Plan

Introduction

The principal features of our equity incentive plan (the “2022 Plan”) are summarized below. This summary is qualified in its entirety by reference to the actual text of the 2022 Plan, which is filed as an exhibit to the registration statement.

The 2022 Plan was approved by the Company’s shareholders on July 6, 2022.

The principal purpose of the 2022 Plan is to assist us in securing and retaining the services of eligible employees, officers, directors and consultants and motivate such Participants so that they may increase their equity participation in the Company and benefit from increases in the value of the Shares.

Eligibility

Our 2022 Plan provides for the grant of incentive share options (“ISOs”) to employees, including employees of any parent or subsidiary, and for the grant of non-incentive share options (“NIOs”), share appreciation rights, restricted share unit awards and other forms of share awards to employees, directors, and consultants, including employees and consultants of our affiliates. There are additional restrictions on the awards of ISOs to shareholders who own greater than 10% of our Shares.

Share Reserve

The maximum number of Shares available for grant under the 2022 Plan and our other security-based compensation arrangements will be determined from time to time by the Board of Directors, but in any event, will not exceed 15% of the total Shares issued and outstanding from time to time. As at the date hereof, we have no securities convertible into Shares outstanding under the 2022 Plan.

The calculation of the share reserve does not limit the granting of awards that do not involve the issuance of Shares to the Participant, such as share appreciation rights. The following counting provisions will be in effect in the calculation of the share reserve under the 2022 Plan:

Plan Administration

The 2022 Plan provides that the Board of Directors or a duly authorized committee of the Board of Directors may administer the 2022 Plan. The Board of Directors may delegate its authority to one or more officers to (i) designate employees other than officers of the Company to receive specified share awards; and (ii) determine the number of Shares to be subject to those awards.

Subject to the terms and conditions of the 2022 Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of Shares to be subject to awards, and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2022 Plan. The administrator generally has the authority to effect, with the consent of any adversely affected Participant: (i) the reduction of the exercise, purchase, or strike price of any outstanding award; (ii) the cancellation of any outstanding award and the grant in substitution therefore of other awards, cash, or other consideration, as determined by the Board of Directors in its full discretion; or (iii) any other action that is treated as a repricing under generally accepted accounting principles.

The administrator may terminate, amend, or modify the 2022 Plan, provided that such action does not materially impair the existing rights of any Participant without such Participant’s written consent. However, we must generally obtain shareholder approval to the extent required by applicable law, rule, or regulation (including any applicable stock exchange rule).

Awards

Share Options

ISOs and NIOs are granted under share option agreements adopted by the plan administrator. Each grant of share options will specifically designate the options are either ISOs or NIOs at the date of grant. The plan administrator determines the term and the exercise price for share options, within the terms and conditions of the 2022 Plan, provided that (i) the term of a share option may not exceed ten (10) years from the date of grant; and (ii) the exercise price of a share option generally cannot be less than 100% of the fair market value of the Shares on the date of grant. Share options granted under the 2022 Plan will vest at the discretion of the administrator at the rate specified in the share option agreement and may vest in one or more installments after the grant date and need not be in equal amounts. Unless otherwise set out in the award agreement or consented to by the Board of Directors, share options are not assignable or transferable.

An ISO may be purchased by the option holder by cash, certified cheque, bank draft, money order or in any other form of consideration set forth in the option agreement. In addition to the above, an NIO may be purchased by the option holder by a “net exercise” arrangement pursuant to which we will reduce the number of Shares issuable upon exercise by the largest whole number of shares with a market value that does not exceed the aggregate exercise price.

The aggregate fair market value, determined at the time of grant, of the Shares with respect to ISOs that are exercisable for the first time by an option holder during any calendar year under all of our equity compensation plans may not exceed $100,000. Share options or portions thereof that exceed such limit will generally be treated as NIOs.

No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own Shares possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i) the option exercise price is at least 110% of the fair market value of the shares subject to the option on the date of grant; and (ii) the option is not exercisable after the expiration of five years from the date of grant.

Restricted Share Units

Restricted share units are granted under restricted share unit award agreements adopted by the plan administrator. At the time of the grant of each restricted share unit, the Board of Directors will determine the consideration, if any, to be paid by the Participant upon delivery of the Shares. The consideration, if any, can be in any form of legal consideration that may be acceptable to the Board of Directors and permissible under applicable law. The plan administrator will determine any vesting restrictions on the restricted share units, at its sole discretion.

A restricted share unit may be settled by cash, delivery of Shares, a combination of cash and Shares, as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the restricted share unit agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted share unit.

Share Appreciation Rights

Share appreciation rights are granted under share appreciation grant agreements adopted by the plan administrator. The plan administrator determines the purchase price or strike price for a share appreciation right, which generally cannot be less than 100% of the fair market value of the Shares on the date of grant. A share appreciation right granted under the 2022 Plan vests at the rate specified in the share appreciation right agreement as determined by the plan administrator.

To exercise a share appreciation right, the Participant must provide written notice of exercise to us as provided for in the share appreciation right agreement. Upon exercise, the share appreciation right payable may be settled by cash, delivery of Shares, a combination of cash and Shares, as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the share appreciation right agreement.

Unless otherwise set out in the award agreement or consented to by the Board of Directors, share appreciation rights are not assignable or transferable.

Other Share-Based Awards

Under the 2022 Plan, the plan administrator may grant other awards based in whole or in part by reference to our Shares. The plan administrator will set the number of Shares under the share award and all other terms and conditions of such awards.

Termination of Employee, Death or Disability

Share Options and Share Appreciation Rights

Except as otherwise provided in the award agreement, a Participant’s share options or share appreciation rights will expire 90 days after a Participant ceases to act as a Participant, other than by reason of death, disability or termination for cause, and subject to amendment at the discretion of the Board of Directors. Under the 2022 Plan, in the event of the death or disability of a participant, the participant (in the case of disability) or the participant’s estate (in the case of death) shall have 12 months in which to exercise the outstanding share options or share appreciation rights, subject to their earlier expiry in accordance with the award agreement.

Except as otherwise provided in the award agreement, if a Participant is terminated for cause, the share options or share appreciation rights, as applicable, will terminate immediately and the Participant will not be eligible to exercise the options or share appreciation rights from the date of termination.

Restricted Share Units

Except as otherwise provided in the applicable restricted share unit agreement, restricted share units that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Adjustments

The 2022 Plan contains typical adjustment provisions in the event that certain events occur, including a corporate transaction, a change in our capital structure or a change of control of the Company.

Change in Capital Structure

In the event there is a specified type of change in our capital structure, such as a share split, reverse share split, or recapitalization, appropriate adjustments will be made to (i) the class and maximum number of Shares reserved for issuance under the 2022 Plan, (ii) the class and maximum number of Shares by which the share reserve may increase automatically each year, (iii) the class and maximum number of Shares that may be issued on the exercise of ISOs, and (iv) the class and number of Shares and exercise price, strike price, or purchase price, if applicable, of all outstanding share awards.

Corporate Transactions

The following applies to share awards under the 2022 Plan in the event of a corporate transaction, unless otherwise provided in a participant’s share award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by the plan administrator at the time of grant.

Under the 2022 Plan, a corporate transaction is defined to include: (i) a sale of all or substantially all of our assets; (ii) the sale or disposition of more than 50% of our outstanding securities; (iii) the consummation of a merger or consolidation where we do not survive the transaction; and (iv) the consummation of a merger or consolidation where we do survive the transaction but the shares of our Shares outstanding before such transaction are converted or exchanged into other property by virtue of the transaction.

In the event of a corporate transaction, the Board of Directors may take one or more of the following actions with respect to the awards:

The Board of Directors does not need to take the same actions with respect to all awards or with respect to all Participants. The Board of the Directors may also take different actions with respect to the vested and unvested portions of an award.

Change of Control

In the event of a change in control (as defined in the 2022 Plan), awards granted under the 2022 Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreement.

Termination

The Board of Directors may terminate the 2022 Plan at any time. No awards may be granted pursuant to the 2022 Plan after the 10^th anniversary of the date the 2022 Plan was adopted by the Board of Directors. Any award that is outstanding on the termination date of the 2022 Plan will remain in force according to the terms of the 2022 Plan and the applicable award agreement, except with the written consent of the Participant or as otherwise allowed under the 2022 Plan.

As of the date of this Offering Circular, the Company does not have any outstanding share options with respect to our Shares granted to our executive officers and directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and accompanying footnotes set forth certain information with respect to the beneficial ownership of the Company’s Shares, the Investor Rights Warrants and the Convertible Debentures, immediately prior to and immediately after the completion of this Offering, by:

As described in “Description of Share Capital and Articles of Incorporation–Warrants,” the Company granted to holders of Investor Rights Warrants the right to vote, voting together with Shares as a single class, on any matter at any meeting of shareholders of the Company. Each of the Investor Rights Warrants entitles the holder thereof to one vote per Investor Rights Warrant. The Investor Rights Agreement will terminate upon completion of the Offering, at which time the Investor Rights Warrants will automatically convert to Shares as described elsewhere in this Offering Circular, and consequently, the voting rights granted under the Investor Rights Agreement to the holders of the Investor Rights Warrants will also terminate at such time. Pursuant to the Convertible Debentures IRA, the Company also granted holders of the Convertible Debentures a vote on any matter at any meetings of shareholders of the Company, voting together with Shares as a single class. For the purposes of the Convertible Debenture IRA, each $2.40 of Convertible Debentures will equal to one Share, entitling the holder thereof to one vote.

To our knowledge, each person or entity named in the table has sole voting and investment power with respect to our Shares, the Investor Rights Warrants and the Convertible Debentures “beneficially owned” (as determined in accordance with Rule 13d-3 under the Exchange Act) by such person or entity, subject to applicable community property laws and except as otherwise set forth in the footnotes to the table. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. Pursuant to the rules of the SEC, common shares which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any person shown in the table.

The percentages ownership for the Shares, Convertible Debentures and Investor Rights Warrants immediately prior to this Offering, are based on 5,082,200 Shares, 9,705,696 Investor Rights Warrants outstanding and $3,403,862 principal amount of Convertible Debentures outstanding, respectively, and as of the date immediately prior to the completion of this Offering. Such ownership percentages do not represent the voting percentages of each individual holder. Holders of the Shares, Convertible Debentures and Investor Rights Warrants all vote together as a single class. The Investor Rights Warrants and the Convertible Debentures will automatically convert to Shares upon completion of the Offering as described elsewhere in this Offering Circular.

Except as noted in the footnotes to the table below, the address for all of the shareholders in the table below is c/o Modern Mining Technology Corp., 1055 West Georgia Street, 1500 Royal Centre, Vancouver, British Columbia, V6E 4N7 Canada.

For additional information about our principal shareholders, please see “Certain Relationships and Related Party Transactions.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements discussed under “Executive Compensation” and “Principal Shareholders” the following is a description of the material terms of: (i) those transactions within the last three (3) fiscal years to which we are party and in which any of our directors, executive officers or shareholders that beneficially own or control (directly or indirectly) more than ten percent (10%) of any class of series of our outstanding voting securities, or any associate or affiliate of the forgoing persons, has, had or will have a direct or indirect material interest; and (ii) any other material contracts, other than contracts entered into in the ordinary course of business, to which we were a party within the last two (2) fiscal years.

Transactions with Related Parties

See “Executive Compensation — Employment Agreements, Arrangements or Plans” for a description of our transactions with our former President, Chief Executive Officer and Director, Basil Botha.

See “Description of Share Capital and Articles of Incorporation” for a description of the Investor Rights Agreement, dated July 13, 2022, which we entered into with our Chief Executive Officer, Kuljit (Jeet) Basi, as the representative of the holders of our Warrants, and for a description of the Convertible Debentures Investor Rights Agreement, dated August 31, 2022, which we entered into with our Chief Executive Officer, Kuljit (Jeet) Basi, as the representative of the holders of our Convertible Debentures.

Between August 24, 2023 and September 25, 2024, the Company issued an aggregate of thirteen (13) interest bearing promissory notes to F1 Advisory Group Ltd. (“F1 Advisory”) in exchange for working capital loans in the aggregate principal amount of CAD$520,000. On October 21, 2024, F1 Advisory, Blue Bird Capital Enterprises, LLC (“Blue Bird”), a holder of more than 10% of our Investor Rights Warrants, and the Company entered into a debt assignment agreement, pursuant to which F1 Advisory sold all of its indebtedness of principal plus accrued interest to October 21, 2024 under the notes in the amount of CAD$544,141.65 to Blue Bird and the Company issued a new note in favor of Blue Bird in that amount. This note to Blue Bird bears interest at a rate of eight percent (8%) per annum and is due on demand. All prior notes with F1 Advisory were cancelled and the Company no longer has any outstanding obligations to F1 Advisory.

Between November 7, 2024, and September 26, 2025, the Company issued an aggregate of 14 interest bearing promissory notes to Blue Bird in exchange for working capital loans in the aggregate principal amount of CAD$303,000 and in addition, USD$228,000. All these notes bear interest at a rate of eight percent (8%) per annum and are due on demand.

See note 10 to our Audited Financial Statements for the Years Ended December 31, 2024 and 2023, for a description of short-term loans with our former Chief Executive Officer and Director, Basil Botha and our former Chief Technology Officer and Director, Howard Glicksman. In accordance with an Amending Agreement with Mr. Botha, his loan to the Company in the amount of $78,050 will accrue interest at one percent (1%) compounded monthly and shall be paid within ten (10) days of the closing of this Offering.

See note 16 to our Audited Financial Statements for the Years Ended December 31, 2024 and 2023, for a description of our transactions with our key management personnel.

See note 20 to our Audited Financial Statements for the Years Ended December 31, 2024 and 2023, for a description of the transition agreement we entered into with our former Chief Executive Officer and Director, Basil Botha, to provide technical advisory services.

Review, Approval and Ratification of Related Party Transactions

The Company has adopted a Related Party Transactions Policy for the review and approval of related party transactions.

Our Related Party Transactions Policy is administrated by our audit and risk committee and provides that, in determining whether or not to recommend the initial approval or ratification of a related party transaction, the relevant facts and circumstances available shall be considered, including, among other factors the committee deems appropriate, (i) whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and (ii) the extent of the related party’s interest in the transaction.

DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF INCORPORATION

We are a British Columbia corporation, and our affairs are governed by our notice of articles and our articles, each as amended from time to time, and the provisions of the Business Corporations Act (British Columbia). As of the date of this Offering Circular, our authorized share capital consists of an unlimited number of Shares without par value.

As of December 31, 2024, there were 5,035,142 Shares issued and outstanding. The following summary description of our share capital does not purport to be complete and is qualified in its entirety by reference to our notice of articles and articles. If you would like more information on our Shares, you should review our notice of articles, articles and the BCBCA.

As of December 31, 2024, there were 12,646,812 Warrants and nil Options issued and outstanding.

History of Share Capital

Except where otherwise stated, the history of share capital shown below has been adjusted to reflect the number of common shares issued following (i) the 1-for-4 reverse stock split of all of its issued and outstanding Shares (the “Reverse Split”), which was effected by the Company on May 11, 2023, and (ii) the 2.3529-for-1 forward stock split of all of its issued and outstanding Shares (the “Forward Split”), which was effected by the Company on September 2, 2025.

During the year ended December 31, 2019, the Company (as UMI) issued 833,334 common shares for total cash consideration of $425.

During the year ended December 31, 2020:

During the year ended December 31, 2021:

During the year ended December 31, 2022

On April 7, 2022, the Company issued $3,331,390 principal amount of 5% unsecured convertible debentures (the ” 2022 Debentures”) in a private placement (the “ 2022 Debenture Offering”). The 2022 Debentures bear interest at five percent (5%) per annum. Prior to the entry into the Supplemental Indenture (as defined herein), the 2022 Debentures were due thirty-six (36) months following their issuance (on April 7, 2025). The 2022 Debenture Indenture executed in relation to the 2022 Debentures also provides that in the event the Company completes a U.S. listing (such as the Offering), the principal amount plus any accrued unpaid interest will automatically convert into Shares at a conversion price equal to the lessor of (A) a 40% discount to the Offering Price, and (B) $20.00. In connection with the 2022 Debenture Offering, the Company paid $156,994 in commissions to various investment dealers/brokers.

During the year ended December 31, 2023

During the year ended December 31, 2024

During the year ended December 31, 2025

Warrants

The Company had a number of warrants outstanding as of December 31, 2024, and of the date hereof, having various expiry periods and exercises prices, summarized as follows:

On any exercise of any of the warrants, in lieu of payment of the aggregate exercise, holders may elect to receive Shares equal to the value of the warrants, or a portion as to which the warrants are being exercised.

On July 13, 2022, the Company entered into the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, the Company agreed that each Investor (as defined in the Investor Rights Agreement) shall be entitled to receive notice of and to attend any meeting of the shareholders of the Company and to vote, as a separate class, on any matter at any meetings of shareholders of the Company. Each Investor Rights Warrant entitles the holder thereof to one vote per Investor Rights Warrant. Further, the Warrantholder Representative shall be entitled to nominate three (3) directors to the Board, provided that each director nominee shall be a Canadian resident and shall meet the requirements of applicable corporate, securities and other laws. The Investor Rights Agreement will terminate on the earliest of (i) the date that Investors and its Affiliates (as defined in the Investor Rights Agreement) does not own, directly or indirectly, any Warrants (ii) the expiry date of the Warrants, and (iii) immediately prior to the completion by the Company of an initial public offering of its Shares and listing on a U.S stock exchange., and consequently, the voting rights granted under the Investor Rights Agreement to the holders of the Investor Rights Warrants will also terminate at such time.

Upon the closing of this Offering, there will be up to 211,764 Shares issuable upon exercise of the Agent Warrant. See “Plan of Distribution—Selling Agent’s Warrant” below for a description of the selling agent’s warrants.

Shares

General

All of our Shares are fully paid and non-assessable. Our Shares are issued in registered form and may or may not be certificated although every shareholder is entitled at their option to a share certificate that complies with the BCBCA. Except as provided in the Investment Canada Act (Canada), there are no limitations on the rights of shareholders who are not residents of Canada to hold and vote Shares.

Dividends

Holders of our Shares are entitled to receive, from funds legally available therefor, dividends when and as declared by the Board of Directors, subject to any prior rights of the holders of shares with special rights if issued. The BCBCA provides that a corporation may not declare or pay a dividend if there are reasonable grounds for believing that the corporation is, or would be after the payment of the dividend, unable to pay its liabilities as they become due or the realizable value of its assets would thereby be less than the aggregate of its liabilities and stated capital of all classes of shares of its capital. These rights are subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro rata basis with the holders of Shares with respect to dividends.

Voting Rights

Each Share is entitled to one vote on all matters upon which the Shares are entitled to vote.

Liquidation

With respect to a distribution of assets in the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, or any other distribution of our assets for the purposes of winding up our affairs, assets available for distribution among the holders of Shares shall be distributed among the holders of the Shares on a pro rata basis, subject to any prior rights of the holders of shares with special rights if issued.

Transfer Agent and Registrar

VStock Transfer, LLC is the transfer agent and registrar for our Shares. The address of VStock is 18 Lafayette Place, Woodmere, New York 11598.

Shareholders’ Rights

The BCBCA, our notice of articles and our articles govern us and our relations with our shareholders. The following is a summary of certain rights of holders of our Shares under our articles and the BCBCA. This summary is not intended to be complete and is qualified in its entirety by reference to the BCBCA, our notice of articles and articles.

Stated Objects or Purposes

Our articles do not contain any stated objects or purposes and do not place any limitations on the business that we may carry on.

Shareholder Meetings

Pursuant to the BCBCA, we must hold an annual meeting of our shareholders at least once every calendar year at a time and place determined by the Board of Directors, provided that the meeting must not be held later than 15 months after the preceding annual meeting. A meeting of our shareholders may be held at any place within British Columbia or, if determined by our directors, any location outside British Columbia.

Subject to any special rights or restrictions attached to any shares, voting at a meeting of shareholders may be conducted by way of poll or by show of hands or, in certain other circumstances as required by the BCBCA, in any other manner that adequately discloses the intentions of the shareholders present. Accordingly, the articles provide that: (a) on a poll, every shareholder entitled to vote has one vote in respect of each share held by that shareholder that carries the right to vote on that poll and may exercise that vote either in person or by proxy; and (b) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote at the meeting has one vote.

A poll may be demanded by the chairman of the meeting or by any shareholder present in person or by proxy. However, if such a poll is demanded, the poll must be taken at the meeting or within seven days after the date of the meeting, as the chair of the meeting so directs, and in the manner, at the time and at the place that the chair of the meeting directs.

A special resolution is a resolution passed by not less than two-thirds of the votes cast by the shareholders entitled to vote on the resolution at a meeting at which a quorum is present. An ordinary resolution is a resolution passed by not less than a simple majority of the votes cast by the shareholders entitled to vote on the resolution at a meeting at which a quorum is present.

Notice of Meeting of Shareholders

Our articles provide that we must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in the articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless the articles otherwise provide, at least 21 days before the meeting.

Quorum

Our articles provide that, subject to the special rights and restrictions attached to the shares of any affected class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one or more persons, present in person or by proxy and together holding or representing by proxy shares carrying at five percent of the votes entitled to be voted at the meeting.

Record Date for Notice of Meeting of Shareholders

Our board may fix, in advance, a date as the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders, but such record date shall not precede by more than two months or by less than 21 days the date on which the meeting is to be held. If no record date is fixed, the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be 5:00 p.m. on the day immediately preceding the day on which the notice is given or, if no notice is given, the beginning of the meeting.

Ability to Requisition Special Meetings of the Shareholders

The BCBCA provides that the holders of not less than five percent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may give notice to the directors requiring them to call a meeting for the purposes stated in the requisition.

Authorization of Certain Corporate Action

Under the BCBCA, certain substantive changes to the charter documents of the corporation, such as an alteration of the restrictions, if any, on the business carried on by the corporation, a change in the name of the corporation, an increase, reduction or elimination of the maximum number of shares that the corporation is authorized to issue out of any class or series of shares, or an alteration of the special rights and restrictions attached to issued shares, require a resolution of the type specified in the articles. Accordingly, if the articles fail to specify the type of resolution or, if the articles do not contain such a provision, a special resolution passed by at least two-thirds of the votes cast by shareholders on the resolution. Other fundamental changes such as a proposed amalgamation or arrangement require a similar special resolution passed by the holders of shares of each class entitled to vote at a general meeting and the holders of all classes of shares adversely affected by such changes.

Under the Company’s articles, the directors have the authority to exercise all such powers of the Company as are not, by the BCBCA or by its articles, required to be exercised by the shareholders of the Company. Such powers include the power to alter the restrictions, if any, on the business carried on by the Company, to change the name of the Company, to subdivide or consolidate all or any of the Company’s unissued, or fully paid issued, shares, and to alter the identifying name of any of its shares.

Dissent Rights

The BCBCA provides that our shareholders are entitled to exercise dissent rights and demand payment of the fair value of their shares in certain circumstances and provided that the procedures set out in the BCBCA are followed. For this purpose, there is no distinction between listed and unlisted shares. Dissent rights of holders of any class of our shares exist when we resolve to:

Action by Written Consent

Under the BCBCA, shareholders can take action by written resolution and without a meeting only if all shareholders sign the written resolution.

Directors

Number of Directors and Election

Under the BCBCA, our charter documents consist of (i) the notice of articles, which sets forth the name of the corporation, the corporation’s registered and records office, the names and addresses of our directors and the amount and type of authorized capital, and (ii) the articles, which govern the management of the corporation, set out any special rights or restrictions attached to our shares and establishes the procedures for changing the number of directors on our board.

Accordingly, as we are a public company, as such term is defined in the BCBCA, the articles provide that the Board of Directors must consist of the greater of: (i) three directors; and (ii) such number of directors equal to the number of directors most recently elected by ordinary resolution at a meeting of shareholders. Our Board of Directors currently consists of six directors. Our articles provide that our board may appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, to fill any casual vacancy occurring on the Board of Directors provided the total number of directors so appointed may not exceed one-third the number of directors elected at the previous annual meeting of shareholders. Shareholders of a corporation governed by the BCBCA elect directors by ordinary resolution at each annual meeting of shareholders at which such an election is required.

Director Qualifications

Under the BCBCA a director must not be:

Removal of Directors

Under the BCBCA, a corporation’s shareholders may, by special resolution, remove any director before the expiration of their term of office, and may, by ordinary resolution, elect or appoint a director to fill the resulting vacancy. If the shareholders do not contemporaneously elect or appoint a director to fill the vacancy created by the removal of a director, then the directors may appoint, or the shareholders may elect or appoint by ordinary resolution, a director to fill that vacancy for the remainder of such term. Under the BCBCA, a director’s term expires at the next annual meeting of shareholders. A director may be nominated for re-election to the Board of Directors at the end of the director’s term.

Vacancies on the Board of Directors

Under the BCBCA, vacancies that exist on the Board of Directors, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors or a failure to elect the number or minimum number of directors provided for in the articles, may be filled by the Board of Directors if the remaining directors constitute a quorum. In the absence of a quorum, the remaining directors may only act for the purpose of appointing directors up to such number so as to establish a quorum or summon a meeting of shareholders to fill any vacancies on the Board of Directors or for any other purpose permitted by the BCBCA.

Limitation of Personal Liability of Directors and Officers

Under the BCBCA, in exercising their powers and discharging their duties, directors and officers must act honestly and in good faith with a view to the best interests of the corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. No provision in the corporation’s articles, resolutions or contracts can relieve a director or officer from the duty to act in accordance with the BCBCA or relieve a director from liability for a breach thereof. However, a director will not be liable for breaching his or her duty to act in accordance with the BCBCA if the director relied in good faith on: (i) financial statements represented to them by an officer or in a written report of the auditor to fairly reflect the financial condition of the corporation; or (ii) a report of a person whose profession lends credibility to a statement made by such person.

Indemnification of Directors and Officers

Under Division 5 of Part 5 of the BCBCA, we may indemnify any present or former director or officer or an individual who acts or has acted at our request as a director or officer, or an individual acting in a similar capacity, of another corporation or entity, against all judgments, penalties or fines awarded or imposed in, or amounts paid in settlement of, a proceeding in which any such director, officer or other individual, by reason of him or her being or having been a director of officer of, or holding or having held a position equivalent to that of a director or officer of, our company or an associated corporation (a) is or may be joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding. In addition we may, after the final disposition of any such proceeding, pay the expenses actually and reasonably incurred by any such director, officer or other individual in respect of that proceeding, or in certain circumstances we may pay such expenses as they are incurred. However, Division 5 of Part 5 of the BCBCA also provides that we must not provide such indemnification or payment of expenses in certain circumstances including if, in relation to the subject matter of the proceeding, such director, officer or other individual did not act honestly and in good faith with a view to our best interests, or, as the case may be, to the best interests of the associated corporation, and if, in the case of a proceeding other than a civil proceeding, such director, officer or other individual did not have reasonable grounds for believing that his or her conduct was lawful.

Under our articles, our Board of Directors must cause us to indemnify our directors and officers and former directors and officers, and their respective heirs and personal or other legal representatives to the greatest extent permitted by Division 5 of Part 5 of the BCBCA.

We have entered into indemnity agreements with each of our directors and officers agreeing to indemnify them, to the fullest extent permitted by law, against all liability, loss, harm damage cost or expense, reasonably incurred by the director in respect of any threatened, pending, ongoing or completed claim or civil, criminal, administrative, investigative or other action or proceeding made or commenced against him or in which he is or was involved by reason of the fact that he is or was a director of our Company.

Sources of Dividends

Dividends may be declared at the discretion of the Board of Directors. Under the BCBCA, the directors may not declare, and we may not pay, dividends if there are reasonable grounds for believing that (i) we are, or would after such payment be unable to pay our liabilities as they become due or (ii) the realizable value of our assets would be less than the aggregate of our liabilities and of our stated capital of all classes of shares.

Amendments to the Notice of Articles and Articles

Subject to the articles and the BCBCA, our directors may by resolution:

Interested Directors Transactions

Under the BCBCA, a director or senior officer of a company holds a disclosable interest in a contract or transaction if (a) the contract or transaction is material to the company, (b) the company has entered, or proposes to enter, into the contract or transaction, and (c) either the director or senior officer has a material interest in the contract or transaction, or the director or senior officer is a director or senior officer of, or has a material interest in, a person who has a material interest in the contract or transaction. A director who has a disclosable interest in a contract or transaction is not entitled to vote on any directors’ resolution to approve that contract or transaction. Further, subject to the BCBCA, generally a director or senior officer of the company is liable to account to the company for any profit that accrues to him or her under or as a result of a contract or transaction in which he or she holds a disclosable interest. However in certain circumstances a director or senior officer of the company will not be liable to account for and may retain any such profit including if the contract or transaction is approved by the directors after the nature and extent of the disclosable interest has been disclosed to the directors, or if the contract or transaction is approved by a special resolution of the shareholders after the nature and extent of the disclosable interest has been disclosed to the shareholders entitled to vote on that resolution. The disclosure of the nature and extent of a disclosable interest may be made to the company in writing or be evidenced in a consent resolution, the minutes of a meeting or other record deposited in the company’s records office.

Committees

Under the BCBCA and our articles, our directors may, by way of resolution, appoint one or more committees consisting of directors from their number or other persons, as desired, and delegate to such committee members certain powers of the directors.

Derivative Actions

Under the BCBCA, a complainant (as defined below) may, with leave of the court, prosecute or defend a legal proceeding in the name and on behalf of the corporation to enforce a right, duty or obligation owed to the corporation that could be enforced by the corporation itself or to obtain damages for any breach of such a right, duty or obligation. A “complainant” includes, in relation to us, a shareholder or director of the corporation. Accordingly, no such action may be brought and no such intervention in an action may be made unless the court is satisfied that:

Under the BCBCA, the court in a derivative action may make any order it thinks fit, including orders pertaining to the awarding of costs and the indemnification of certain individuals, including the complainant. Further, no legal proceeding prosecuted or defended in regards to a derivative action brought forward by a complainant may be discontinued, settled or dismissed without the approval of the court under the BCBCA.

Oppression Remedy

Under the BCBCA, a shareholder of a corporation or any other person who, in the discretion of the court, is an appropriate person to make an application has the right to apply to the court on the grounds that:

On such an application, the court can grant a variety of remedies, ranging from an order restraining the conduct complained of to an order requiring the corporation to repurchase the shareholder’s shares or an order liquidating the corporation.

Inspection of Books and Records

Under the BCBCA, our shareholders may examine, free of charge during normal business hours:

Any of our shareholders may request copies of our notice of articles and articles and all amendments thereto free of charge.

Resale Restrictions

See Lock-Up Agreements discussed below.

Listing

We have applied for listing of our Shares on the Nasdaq under the symbol “MDRN.”