This Post-Qualification Offering Circular Amendment No. 1 amends the Offering Circular of Modern Mining Technology Corp. qualified on March 19, 2026, to add, update and/or replace information contained in the Offering Circular. This Amendment includes audited consolidated financial statements for the years ended December 31, 2025 and 2024, unaudited interim condensed consolidated financial statements for the three months ended March 31, 2026 and 2025, and updates certain disclosures in the previously qualified Offering Circular. In particular, this Amendment consolidates disclosures made in all Form 1-U and Form 253(g) filings made on behalf of the Company since March 19, 2026, as appropriate.

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.

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

PRELIMINARY OFFERING CIRCULAR

SUBJECT TO COMPLETION; DATED JULY 9, 2026

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 9,411,764 COMMON SHARES 

AGENT WARRANTS FOR THE PURCHASE OF UP TO 235,294 COMMON SHARES

UP TO 235,294 COMMON SHARES UNDERLYING AGENT WARRANTS

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 $39,999,997 or 9,411,764 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 $39,999,997 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 $15,000,001.  We are selling our Shares in the United States through a Tier 2 offering pursuant to Regulation A (Regulation A+) under the Securities Act of 1933, as amended (the “Securities Act”) and, in Canada, pursuant to a long form prospectus in accordance with National Instrument 41-101 – General Prospectus Requirements being filed with the securities regulatory authority in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (the “Provinces”), which long form prospectus also qualifies our Shares being sold in the United States, and we intend to sell the Shares through the Selling Agents in the United States and RCC in the Provinces.

Up to 941,176 of the Shares will be offered for sale in the Provinces pursuant to an agency agreement with RCC.

We have applied to have the Shares listed on the NYSE American LLC (“NYSE American”) under the symbol “MDRN.” To qualify for such listing, this Offering must meet the following minimum quantitative standards of NYSE American: (i) completion of the Offering at a price per Share of at least $4.00; (ii) at least 400 public shareholders; (iii) public float of at least 1,000,000 Shares; (iv) an aggregate market value of publicly held Shares of $15.0 million; (v) aggregate stockholders’ equity of at least $4 million; and (vi) at least two years of operating history (the “Minimum Quantitative Standards”). The fact that an applicant company for listing may meet the Minimum Quantitative Standards does not necessarily mean that its application will be approved. NYSE American retains broad discretion to consider other factors including, but are not limited to, the applicant’s historical record and pattern of growth, its financial integrity (including the applicant’s ability to meet its anticipated financial liquidity requirements for at least 12 months following listing), and its future outlook (the “Minimum Qualitative Standards" and together with the Minimum Quantitative Standards, the “Minimum Listing Standards”). If our application is approved, we intend to request that the listing of the Shares will be made effective upon NYSE American’s certification of our Form 8-A, which we plan to file concurrently with qualification of, or a post-qualification amendment to, the offering statement (the “Offering Statement”) of which this offering circular forms a part. If the Shares are not approved for listing on NYSE American, we will not complete the Offering contemplated hereby. No assurance can be given that our application to list on NYSE American 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 Agent Warrants to the Lead Selling Agent for Shares sold in the United States and issue Agents Warrants to RCC for Shares sold in the Provinces, whereby the Agent Warrants will entitle the holder thereof to purchase such number of Shares equal to 2.5% of the total number of Shares sold in the United States for the Lead Selling Agent and sold in Canada for RCC, 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 Warrants (although the Lead 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.

The Shares will not be listed on the NYSE American upon the qualification by the SEC of the Offering Statement of which this offering circular forms a part. As a result, no sale may be made to you in this Offering, if you are a natural person, if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov. See “Plan of Distribution—Investment Limitations if We Do Not Obtain a Listing on a National Securities Exchange” beginning on page 110 of this offering circular for more information on investor suitability requirements.

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 $15,000,001. 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 and RCC. 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 NYSE American. As a result, we will not close this Offering until we can establish that the Offering meets the Minimum Listing Standards. If we do not meet the Minimum Listing 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 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 15 TO READ ABOUT THE MORE SIGNIFICANT RISKS YOU SHOULD CONSIDER BEFORE INVESTING IN THE COMMON SHARES OF THE COMPANY.

FOR INDIVIDUALS WHO ARE NOT ACCREDITED INVESTORS, IF WE ARE NOT LISTED ON THE NYSE AMERICAN, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A FOR GENERAL INFORMATION ON INVESTING. WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

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, AT CLOSING our securities WILL have been qualified for distribution by A prospectus in THE CERTAIN pROVINCES IN CANADA and may be offered or sold in THE CERTAIN PROVINCES IN Canada during the course of their distribution hereunder. 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.

This is a “best efforts” offering. The Offering commenced on March 19, 2026, and will end on the date we raise the maximum amount being offered, unless earlier terminated by the Company.

The approximate date of commencement of proposed sale to the public is              , 2026.

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

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 our wholly-owned Delaware subsidiary, Modern Mining Technology Corp. (formerly, Urban Mining International Inc.), 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, 2025. See Notes 2 and 3 to our audited consolidated financial statements for the years ended December 31, 2025 and 2024, 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 three months ended March 31, 2026, our revenue was $Nil and we recorded a net loss of $23,093,986 and for the year ended December 31, 2025, our revenue was $Nil and we recorded a net loss of $38,368,833. For the three months ended March 31, 2025, our revenue was $Nil and we recorded a net loss of $488,968 and for the year ended December 31, 2024, our revenue was $Nil and we recorded a net loss of $2,305,221. 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 SAFE Notes, 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. As of March 31, 2026, we have also issued interest bearing promissory notes in the aggregate amount of $1,991,598 comprised of $1,732,962 in principal and $258,636 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 substantial 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 $23,093,986 for the three months ended March 31, 2026, $38,368,833 for the year ended December 31, 2025, a net loss of $2,305,221 for the year ended December 31, 2024 and expect to incur a net loss for the fiscal year ending December 31, 2026, 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) Austin Thornberry, 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.

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, 2025, 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. We intend to implement a remediation plan designed to strengthen the design, execution and documentation of our management review controls, which may include, among other things, enhancing the precision of review procedures, establishing formal review thresholds and expectations, documenting the specific evidence reviewed and conclusions reached by management, implementing standardized checklists and month-end close procedures, improving segregation of preparer and reviewer responsibilities, providing additional training to finance and accounting personnel, engaging external accounting or internal control advisors where appropriate, and increasing oversight by senior management and the audit committee. We expect to continue evaluating the operating effectiveness of these controls over future reporting periods and will consider the material weakness remediated only after the enhanced controls have been designed, implemented and operated effectively for a sufficient period.

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 NYSE American 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 63.6% 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 a stock exchange in the United States. 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.

On June 28, 2024, the Company issued $92,300 principal amount of 5% unsecured convertible debentures (the “2024 Debentures") in a private placement (the “2024 Debenture Offering"). The 2024 Debentures bear interest at five percent (5%) per annum. The 2024 Debentures are due thirty-six (36) months following their issuance (on June 28, 2027). The 2024 Debenture Indenture executed in relation to the 2024 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) $5.00. In connection with the 2024 Debenture Offering, the Company paid $2,100 in commissions to an investment dealer/broker.

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, as a result of the HFIAA our executive officers and directors will be required to report transactions in our equity securities in accordance with section 16(a) of the Exchange Act upon our class of common shares becoming registered pursuant to section 12 of the Exchange Act, however, on March 5, 2026, the SEC issued an order exempting directors and officers of a Canadian issuer that is a foreign private issuer, which is subject to Canada’s National Instrument 55-104 – Insider Reporting Requirements and Exemptions and National Instrument 55-102 – System for Electronic Disclosure by Insiders, from having to report under section 16(a) of the Exchange Act if the directors or officers are (i) required to report transactions in the issuer’s securities pursuant to such securities laws, and (ii) any report filed pursuant to such securities laws must be made publicly available in English within two business days of public posting. Also, our executive officers and directors will continue to be exempt from the short-swing profit liability provisions contained in section 16(b) of the Exchange Act. Therefore, since the SEC has granted an exemption for foreign private issuers whose insiders are subject to SEDI filing requirements in Canada, 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 to have our Shares listed for trading on NYSE American under the symbol “MDRN.” 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 NYSE American, 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 NYSE American. 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 NYSE American 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 NYSE American 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.

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

If NYSE American 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 NYSE American, 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 $39,999,997 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 $39,999,997 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 $3.40 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 Warrants 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 $39,999,997, we estimate that the net proceeds from the sale of the Shares in this Offering will be approximately $34,821,663, 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 $12,580,000.

We intend to use the net proceeds from this Offering for the following purposes: (i) capital expenditures (50%), (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 (30%), (iii) marketing expenditures (15%) and (iv) research and development expenses (5%). Notwithstanding the foregoing, we and the Selling Agent and RCC 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, the Selling Agent and RCC may sell less than the maximum number of Shares offered hereby, and we may receive net proceeds of less than $34,821,663.

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, 37.5%, 50%, 75% and 100% of the Shares.

We believe that the expected net proceeds from this Offering and our existing cash, 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, the Selling Agent and RCC. The principal factors considered in determining the initial public offering price include:

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 July 9, 2026, the Company had:

The following table sets forth our cash, debt and capitalization as of March 31, 2026:

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 5,552,200 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 March 31, 2026, our pro forma net tangible book value was ($69,492,450), or ($13.67) 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 $2,800,000 in selling commissions, $666,667 in investor fees, and $1,711,667 in other offering expenses, our pro forma as adjusted net tangible book value at the closing date would be approximately $30,106,398 or $0.85 per Common Share. This amount represents an immediate increase in pro forma net tangible book value of $14.52 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 $3.40 per Common Share to new investors purchasing Common Shares in this Offering at a price of $4.25 per Common Share. These amounts incorporate the automatic conversion of the Investor Right Warrants, convertible debentures and SAFE Notes.

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 March 31, 2026, as adjusted to give effect to the sale of, respectively, 100%, 75%, 50% and 37.5% of our Shares in this Offering, after deducting underwriting commissions, investor fee and other offering expenses. The following table also incorporates the automatic conversion of the Investor Rights Warrants, convertible debentures and SAFE Notes.

Notes:

(1)	Minimum Offering Amount.
(2)	Excludes 470,000 common shares issued on April 29, 2026 to one entity pursuant to a consulting agreement.
(3)	Pro forma shares of Common Stock attributable to investors in this Offering, includes and gives effect to, as of March 31, 2026: (i) a total of 1,631,762 Shares automatically convertible from the Debentures upon completion of this Offering (assuming a conversion price of $2.55 based on an Offering Price of $4.25 per Share and including any Shares issued on account of accrued interest), (ii) 910,418 Shares automatically convertible from the SAFE Notes on completion of the Offering (assuming a conversion price of $3.1875 based on an Offering Price of $4.25 per Share), (iii) 8,929,240 Shares automatically issued from the Investor Rights Warrants upon completion of this Offering (assuming (a) an Offering Price of $4.25 and a $0.340 (C$0,425) exercise price pursuant to which holders of the Investor Rights Warrants will receive 0.92 shares per 1 Investor Rights Warrant held and (b) that no holder is subject to the IRA Blocker as defined herein) and (iv) 9,511,582 Shares automatically issued from the IRA Unit Warrants upon completion of this Offering (assuming (x) at least one of the IRA Warrant Triggers is satisfied, (y) an Offering Price of $4.25 and a $0.085 (C$0.106) exercise price pursuant to which holders of the IRA Unit Warrants will receive 0.98 shares per 1 IRA Unit Warrant held and (z) that no holder is subject to the IRA Blocker as defined herein).

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 5,552,200 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 to, “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:

Notes:

(1)	The Company completed 41 product-lot settlements at the Greenville Facility between December 21, 2023 and June 17, 2026, with each row representing a separate lot sold from demonstration plant operations. The “settlement date” is the date on which the applicable lot sale was settled with the customer, which may be later than the date on which the lot was produced or shipped.
(2)	“Lot weight” refers to the weight, in pounds, of the individual product lot sold in that settlement.
(3)	“Gold-Equivalent Ounces Sold per Tonne of Feedstock Processed” is a normalized performance metric that indicates the number of gold-equivalent ounces represented by the sold lot for each tonne of feedstock processed in the applicable campaign. Accordingly, this column should not be read as the total number of ounces sold in the lot. Rather, it expresses the relative GEO yield on a per-tonne-of-feedstock basis, which allows comparison across lots and campaigns of different sizes. Higher values indicate higher normalized GEO output per tonne processed, while lower values indicate lower normalized GEO output per tonne processed. The variation in both lot weight and this normalized GEO metric from one settlement to the next reflects the pilot and demonstration nature of operations at the Greenville Facility, including differences in campaign size, feedstock characteristics, and process performance.

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 engaged a third-party to prepare a technical study report, which is currently being prepared and reviewed, to preliminarily evaluate the technical and economic potential of the Company’s proposed commercial-scale electronic-waste recycling operations. The proposed initial facility would consist of an integrated Pre-Concentration Plant and Aqueous Purification Plant. The PCP would use size reduction and physical separation processes to upgrade printed circuit board feedstock into a metal-rich metallic sands concentrate, which would then be processed through the APP using hydrometallurgical operations, including anode casting, copper electrorefining and selective leaching, precipitation and adsorption, to produce copper cathode, gold, silver and palladium products. The commercial design basis is approximately one tonne per hour, or 8,000 tonnes of feedstock annually. The Company’s existing demonstration facility has an estimated capacity of approximately 400 tonnes annually, or approximately 5% of the proposed commercial PCP capacity, and has been used to conduct pre-concentration, leaching and electrorefining test work. Based on this work and the preliminary process design and mass balance, the study estimates overall recoveries of approximately 89% for gold, 85% for silver, 78% for copper and 89% for palladium and concludes that the project is technically feasible and has financial merit under the base-case assumptions. However, the study is preliminary in nature, full end-to-end testing of all APP operations has not been completed, and commercial implementation remains subject to additional test work, detailed engineering, equipment sizing and specification, building and utility upgrades, permitting, process-safety studies, feedstock contracting and project and operational readiness assessments. 

Between August 24, 2023 and the date of this Offering Circular, certain shareholders made short-term working capital loans (the “Bridge Loans”) to the Company on approximately a monthly basis, evidenced by promissory notes. The aggregate principal amount of the Bridge Loans as of the date of this Offering Circular is C$1,918,250 and US$275,500. The Bridge Loans bear interest at a rate of eight percent (8%) per annum, compounded annually, and are due on demand.

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

On December 17, 2025, the Company issued SAFE notes in the principal amount of $85,000.

On January 21, 2026, the Company issued SAFE notes in the principal amount of $1,681,956.

On February 23, 2026, the Company issued SAFE notes in the principal amount of $910,000.

On February 26, 2026, the Company issued SAFE notes in the principal amount of $225,000.

On April 29, 2026, the Company issued 470,000 Shares at a deemed price of $4.25 per share to an entity pursuant to a consulting agreement.

On June 12, 2026, Michael Hepworth resigned as a director of the Company effective June 12, 2026.

On June 24, 2026, David Whitney resigned as the Company’s Chief Financial Officer and on June 25, 2026, Austin Thornberry was appointed as Chief Financial Officer.

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 wasted¹³. 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 Engineering¹⁴ (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 sources¹⁵, 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 2030¹⁶. Also in 2025, Google announced that it used 20% recycled content in 2024 products with a goal to increase recycled materials usage¹⁷. 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:

13	Supra note 1.
14	Supra note 2.
15	Supra note 3.
16	Supra note 4.
17	Supra note 5.

 

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 literature¹⁸, 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. This anticipated feedstock estimation is based on third-party published literature¹⁹ and internal test work. GEOs 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 world²⁰.

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-waste²¹.

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 effects²². Modern Mining plans to cleanly and safely process these substances, Incineration methods are extremely energy intensive methods²³. 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.

20	Supra note 6.
21	Supra note 7.
22	Supra note 8.
23	Supra note 9.

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 better²⁴ grades than traditional mined ores and the processing of E-Waste can carry less than 1/70^th the capital expenditures²⁵ 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 tonnes²⁶. 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, Austin Thornberry, the Chief Financial Officer of the Company and Viktoriya Griffin, Controller, are located in Vancouver, 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, 2025 and 2024, and for the three months ended March 31, 2026 and 2025. 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, 2025 and 2024, and for the three months ended March 31, 2026 and 2025, 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 Urban Mining International, Inc. (“UMI”) entered into a merger agreement (the “Merger Agreement”), providing for the acquisition of all the issued and outstanding common shares of UMI (the “RTO Transaction”). Pursuant to the Merger Agreement, UMI and Urban Mining Merger Sub, Inc. (a subsidiary of UMI, created for the Transaction) amalgamated and continued under the name of UMI. As a result of the Merger, UMI became a wholly owned subsidiary of MMTC on September 1, 2021. These Consolidated Financial Statements are presented as a continuance of UMI and MMTC as at the Acquisition. Subsequently, UMI changed its name to Modern Mining Technology Corp. as of December 8, 2021.

UMI was incorporated in the State of Delaware, USA on August 8, 2017 for the purpose of refining precious metals from electronic waste. UMI’s principal operating facility is located in Greenville, NC.

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 ended December 31, 2025

During the year ended December 31, 2025, the Company received a total of CAD $688,250 ($502,152) in new CAD denominated short-term loans (December 31, 2024 – CAD $886,000 ($615,748)). Also, the Company received a total of $275,500 in new USD denominated short-term loans.

On June 18, 2025, the Company entered into an Investment Agreement with OR Royalties Inc. (“OR”) to support development of the Company’s initial electronic-waste recovery project in Greenville, North Carolina (the “Initial Project”). Under the agreement, OR purchased for 47,058 common shares of the Company for gross proceeds of $200,000 (the “Initial Investment”). In addition to the cash consideration, the Company is also required to undertake a third-party study report of the Company’s technology (“Study”), the scope, and the estimated budget and timeline of the Company’s recycling facility project. In addition to the delivery of the report, the Company also agreed to grant potential future royalty rights to the investor. In the case where the Company decided to not pursue the future royalty arrangement but OR wishes to proceed, the Company is required to pay a break up fee in the amount of $100,000. In the case where OR does not wish to proceed with the future royalty arrangement but the Company wishes to proceed, the investor is required to render the 47,058 common shares issued to the Company.

The Company’s operating facility lease expired on September 22, 2025 and the Company used its first right and renewed the lease for an additional one-year term.

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.

Significant events and transactions subsequent to the Year ended December 31, 2025

The Company approved the issuance of one or more Simple Agreements for Future Equity (“SAFE Agreements”) with certain investors for aggregate proceeds of up to $3,000,000. Under the SAFE Agreements, the holders are entitled to receive common shares upon the occurrence of a qualifying equity financing or other liquidity events, including the Company’s Regulation A initial public offering. Upon such event, the SAFE converts into common shares, with the number of shares issued equal to the investment amount divided by a discounted conversion price, calculated as the public offering price per share multiplied by a contractual discount rate of 75%. Until conversion, the SAFE Agreements do not represent issued equity instruments and do not provide voting or ownership rights. In addition to $85,000 issued SAFE Agreements as of December 31, 2025, subsequently, the Company had issued additional $2,816,956, bringing total SAFE proceeds raised to $2,901,956.

On March 1, 2026, the Company entered into a consulting agreement with Madrina Communications Corp. (“Madrina”) to provide investor relations and advisory services in connection with a planned listing of the Company’s common stock on a U.S. or foreign national securities exchange. The agreement continues until the completion of the listing, unless terminated earlier by either party upon 30 days’ written notice. Upon successful completion of the listing, the Company will pay Madrina a base fee $165,000 for each 30-day period falling within the term (prorated for partial periods), plus $150 per hour for required after-hours services, payable within 30 days of the listing completion. Madrina may also be eligible for a discretionary, merit-based bonus. All fees are expressly contingent upon the completion of the listing; if the Company abandons the listing prior to completion, no fees will be owed other than pre-approved, out-of-pocket expenses.

On March 19, 2026, the Company entered into a Selling Agency Agreement with Digital Offering, LLC (“Digital Offering”), pursuant to which Digital Offering agreed to act as the Company’s selling agent, on a best efforts basis only, in connection with a Regulation A offering of the Company’s common shares. Under the agreement, Digital Offering is not obligated to underwrite or purchase any securities for its own account and may engage other FINRA-member broker-dealers to assist in the offering. The Company agreed to pay Digital Offering a cash commission equal to 7.0% of the gross proceeds received from the sale of the common shares and to issue warrants to purchase a number of common shares equal to 2.5% of the total number of shares sold in the offering, exercisable at 125% of the public offering price commencing on the date of issuance and expiring on the fifth anniversary of the commencement of sales in the offering.

On April 2, 2026, the Company entered into a twelve-month consulting agreement with Skeleton Crew Labs LLC (“SCL”) for advisory services related to the Company’s Form 1-A offering. Pursuant to the agreement, the Company issued 470,000 shares of common stock to SCL as a non-refundable retainer. The shares are subject to a six-month contractual hold period following the listing of the Company’s common shares on a national securities exchange in the United States.

On May 11, 2026, the Company entered into a Pooling Agreements under which, upon the IPO, “pooled securities,” defined to include all Common Shares, all Investor Rights Warrants, all Convertible Debentures, as applicable, and all securities underlying the Investor Rights Warrants and Convertible Debentures held by the participating securityholders are subject to contractual resale restrictions for 180 days. Under the agreements, 45% of the shares remain restricted during the lock-up period, 25% may be released early if specified share price and trading volume thresholds are achieved, and the remaining 30% may be progressively released in 5% tranches after 30, 60, 90, 120 and 150 days following the IPO, provided additional trading price and volume conditions are satisfied.

Operating Segments

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

For the years ended December 31, 2025 and 2024, 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, 2025 and 2024

Results of Operations

The Company remains in the development and pre-commercialization stage and has not yet commenced revenue-generating commercial operations. Any amounts received during the years ended December 31, 2025, 2024 and 2023 related to incidental testing or pilot activities were not considered part of the Company’s principal business operations and were therefore classified as other income in the financial statements rather than revenue.

During these periods, the Company’s activities were primarily focused on research and development, pilot-scale testing, facility development, process optimization, operational planning and financing initiatives related to its electronic waste processing and precious metal recovery technology.

During the year ended December 31, 2025, the Company continued research and development activities that were primarily conducted at its Greenville, North Carolina facility, where management continued pilot-scale process testing and operational development intended to support future commercial operations. Work during the year included process optimization, equipment testing, feedstock evaluation, recovery analysis, process engineering support, and assessment of operational parameters associated with the Company’s planned recycling and recovery operations.

The Company also continued development planning related to a future demonstration and commercial-scale processing facility. As part of these efforts, the Company engaged third-party engineering and technical consultants to assist in evaluating technical feasibility, recycling facility development requirements, process design considerations, expected capital requirements and implementation timelines.

Research and development expenditures during the year totaled approximately $80,334 compared to $26,375 during the prior year. The increase primarily reflects expanded technical development activities, engineering support, operational testing and commercialization planning initiatives associated with the Company’s pilot-scale and recycling facility development activities.

Management believes these activities are important steps toward validating the Company’s technology and advancing toward future commercial operations; however, the Company has not yet commenced revenue-generating operations and there can be no assurance that commercialization efforts will be successful.

The net loss reported during the year ended December 31, 2025 was $38,368,833 compared to net loss of $2,305,221 in the prior comparative periods. The main fluctuations in costs are as follows:

Professional fees primarily consisted of legal, accounting, audit, regulatory and corporate advisory services. The increase during the year was primarily attributable to additional legal and professional services associated with financing initiatives, regulatory matters, the Company’s proposed Regulation A offering and ongoing corporate development activities.

Consulting fees for the year ended December 31, 2025 primarily related to technical consultants, operational advisory services, commercialization planning, investor relations and strategic development activities. The increase during the year primarily reflected expanded development and operational planning activities.

The increase in foreign exchange gain was primarily due to US dollar transactions being converted into the Company’s functional currency, the Canadian Dollar, during a period when the US Dollar weakened against the CAD.

During the year ended December 31, 2025, the IPO probability increased from a nominal level at December 31, 2024 due to significant progress in the IPO process by December 31, 2025. As of that date, the Company had engaged a lead selling agent and filed a preliminary offering circular with the Securities and Exchange Commission to issue common shares at $4.25 per share, thus, the Company fair valued the warrant liability based on an estimated IPO share price of $4.25, approximately 50% probability of an IPO, and an expected IPO timing of mid-2026. The increase in the estimated fair value of the warrant liability was primarily attributable to progress made toward the Company’s proposed Regulation A offering, including engagement of a lead selling agent and filing of offering materials which increased the probability of a future public offering and resulted in a higher estimated fair value of the warrants.

Liquidity and Capital Resources

Years Ended December 31, 2025 and 2024

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 December 31, 2025, 5,082,200 Shares are issued and outstanding.

Assets and Sources of Liquidity

Cash

As of December 31, 2025, the Company’s cash was $313,208 compared to $121,829 as of December 31, 2024. Cash represents 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, 2025, the Company’s sales tax receivable were $47,969 compared to $30,701 as of December 31, 2024. Sales tax receivable increased by $17,268 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, 2025, the Company’s prepaid expenses were $46,873 compared to $26,587 as of December 31, 2024. The increase of $20,286 was due to a deposit for an equipment purchase.

Liabilities and Material Commitments

Convertible debentures and interest payable on convertible debentures

As of December 31, 2025, the Company’s convertible debentures and interest payable on convertible debentures were $3,412,526 and $678,629, respectively, compared to $3,403,862 and $458,268, respectively, as of December 31, 2024. The increase of $17,664 and $220,361, respectively, was due to the accretion of transaction costs and accumulation of interest during the year.

Short-term loans

As of December 31, 2025, the Company’s short-term loans were $1,978,809 compared to $1,025,732 as of December 31, 2024. The increase of $953,077 was due to issuance of loans of $275,500 and CAD$688,250, and accrual of interest on the loans.

Accounts payable

As of December 31, 2025, the Company’s accounts payable were $4,449,133 compared to $3,108,040 as of December 31, 2024. The increase of $1,341,093 during the year was due to continued operations and increased expenditures of the Company.

Warrant liability

As of December 31, 2025, the Company’s warrant liability was $36,183,565 compared to $Nil as of December 31, 2024. During the year ended 31 December 2025, the IPO probability increased from a nominal level at December 31, 2024 due to significant progress in the IPO process by December 31, 2025. As of year-end, the Company had engaged a lead selling agent and filed a preliminary offering statement on Form 1-A with the Securities and Exchange Commission to issue common shares at $4.25 per share, thus, the Company fair valued the warrant liability based on an estimated IPO share price of $4.25, an approximate 50% probability of an IPO, and an expected IPO timing of mid-2026.

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.