RITE 8-K
MINERALRITE Corp (RITE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 – Entry into a Material Definitive Agreement
On January 26, 2026, Peeples, Inc., a wholly owned subsidiary of MineralRite Corporation (the “Company”), entered into a Common Variety Mineral Materials Lease (the “Lease”) with the State of Arizona, acting through the Arizona State Land Department.
The Lease covers approximately 377.11 acres of Arizona State trust land located in Yavapai County, Arizona. Although the Lease was executed on January 26, 2026, its stated term commenced on May 2, 2023, and expires on May 1, 2043. The Lease is not renewable. Any continuation beyond the expiration date requires either (i) a discretionary extension approved in writing by the Arizona State Land Commissioner, not to exceed ten (10) years, or (ii) the issuance of a new lease.
The Lease is a successor to a prior lease covering the same premises and provides the Company with rights to conduct mineral materials operations on the leased property, subject to customary operational, environmental, reporting, bonding, and royalty obligations applicable to Arizona State trust land mineral leases.
The foregoing description of the Lease does not purport to be complete and is qualified in its entirety by reference to the Extract of Material Terms, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 — Other Events
On January 29, 2026, the Company issued a press release announcing the execution of a Common Variety Mineral Materials Lease by its wholly owned subsidiary, Peeples, Inc., with the Arizona State Land Department, and describing the significance of the lease in connection with the Company’s planned development activities.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MINERALRITE CORPORATION
By: /s/ James Burgauer
Name: James Burgauer
Title: President
Date: January 29, 2026
Exhibit 10.1
Extract of Material Terms
Arizona State Land Department Common Variety Mineral Materials Lease
Agreement No. 11-086475-101
(Successor Lease)
Executed January 26, 2026
Source Document. This summary extracts material terms from the Arizona State Land Department “Common Variety Mineral Materials Lease Agreement,” Lease No. 11-086475-101, dated January 26, 2026, between the State of Arizona (Arizona State Land Department) as Lessor and Peeples, Inc. as Lessee (the “Lease”). This summary is qualified in its entirety by reference to the full text of the Lease, which is filed as Exhibit 10.1 to the Current Report on Form 8-K.
The following are the material terms of the Lease:
| 1. | Property Description. The leased premises are located in Yavapai County, Arizona, specifically Section 11, Township 13 North, Range 4 West, Lots 1 through 10, comprising a total of 377.11 acres. |
| 2. | Term. The Lease commenced on May 2, 2023, and expires on May 1, 2043 (20-year initial term). The Lease is not renewable. Any continuation beyond the expiration date requires either (i) a discretionary extension approved in writing by the Arizona State Land Commissioner, not to exceed ten (10) years (requiring a written request submitted at least ninety (90) days prior to the expiration date), or (ii) the issuance of a new lease pursuant to a new application process. |
| 3. | Annual Rent. Lessee is obligated to pay annual rent in the amount of $8,386.22, payable on or before each anniversary of the Lease commencement date (May 2 of each year). |
| 4. | Minimum Annual Royalty. Lessee is obligated to pay a minimum annual royalty of $24,000.00, payable annually on or before each anniversary of the Lease commencement date (May 2 of each year), regardless of use or removal of materials. Minimum annual royalties accrue and are credited against future royalties during the remaining term; however, any accrued minimum royalties remaining at expiration or termination are forfeited to Lessor. |
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| 5. | Royalty on Primary Mineral Commodity (Gold). The Lease identifies the primary mineral commodity as Precious Metals (Gold). Lessee is required to pay Lessor a royalty equal to eight percent (8%)i of the applicable royalty base per ton of the primary mineral commodity recovered from the premises, payable monthly within thirty (30) days of Lessee's receipt of billing. Materials sold by ton must be weighed on certified scales. |
| 6. | Royalty on Other Mineral Materials. For mineral materials other than the primary mineral commodity, Lessee is required to pay Lessor ten percent (10%) of the actual sale price for such other mineral materials sold, including, without limitation, borrow materials, payable monthly within thirty (30) days of Lessee's receipt of billing. |
| 7. | Administrative Fee. A three percent (3%) administrative charge is assessed on each year’s minimum annual royalty and on all material royalty value in excess of the minimum annual royalty. |
| 8. | Assignment and Transfer. Any assignment or transfer of the Lease, in whole or in part, requires the prior written consent of the Arizona State Land Commissioner. |
| 9. | Reclamation Bond. Lessee is required to post and maintain a reclamation bond in the amount of $70,000.00 for the protection of public health and safety and to ensure proper surface reclamation of the leased premises. The Arizona State Land Commissioner retains discretion to increase or reduce the bond amount as circumstances warrant. |
| 10. | Insurance Requirements. Lessee must obtain and maintain the following insurance coverage throughout the term of the Lease, naming the State of Arizona as an additional insured: |
| (a) | Commercial General Liability insurance with limits of not less than $2,000,000 aggregate and $1,000,000 per occurrence; |
| (b) | Excess Liability/Umbrella insurance with limits of not less than $5,000,000 per occurrence; |
| (c) | Business Vehicle Liability insurance with limits of not less than $1,000,000 combined single limit; |
| (d) | Workers' Compensation insurance at statutory minimum levels; |
| (e) | Employers' Liability insurance with limits of not less than $1,000,000 for each accident and each disease; and |
| (f) | Pollution Legal Liability insurance with limits of not less than $2,000,000 aggregate and $1,000,000 per occurrence. |
| (g) | Applicable policies must name the State of Arizona as an additional insured, be primary and non-contributory, and include waivers of subrogation. |
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| 11. | Operational Requirements. The primary mineral commodity under this Lease is Precious Metals (Gold). Lessee must submit monthly production reports to Lessor by the 15th day of each succeeding month. A Mineral Development Report (MDR) has been prepared and is incorporated into the Lease by reference. The Native Plant Fee is $0 per year. Only non-permanent improvements are permitted on the leased premises; permanent improvements are prohibited without prior written approval from Lessor. |
| 12. | Water Rights. This Lease does not convey any water rights to Lessee. Any drilling of wells on the leased premises requires pre-approval from both Lessor and the Arizona Department of Water Resources. Lessee must install meters on any approved wells and submit annual water usage reports to Lessor. |
| 13. | Default and Termination. The Lease will automatically terminate if rent or royalty payments are one calendar year in arrears. Late payments are subject to a penalty of five percent (5%) per month, up to a maximum of one-third of the amount due, plus interest as provided in A.R.S. 42-1123. Lessee may terminate the Lease upon thirty (30) days written notice to Lessor, provided that Lessee is not delinquent in any payments and has completed reclamation of the leased premises to Lessor's satisfaction. |
| 14. | Indemnification. Lessee agrees to indemnify, defend, and hold harmless the State of Arizona, including the Arizona State Land Department and its officers, agents, and employees, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from Lessee's operations under this Lease, except to the extent caused solely by the State’s gross negligence or willful misconduct. These obligations survive expiration or termination of the Lease. |
| 15. | Environmental Compliance. Lessee must comply with all applicable federal, state, and local environmental laws and regulations. Lessee is required to designate a compliance officer responsible for ensuring adherence to all environmental requirements. |
| 16. | Dispute Resolution. Any disputes arising under this Lease are subject to arbitration pursuant to A.R.S. 12-1518. |
| 17. | Records Retention. Lessee must maintain all records related to operations under this Lease for a period of five (5) years following completion of operations or termination of the Lease, whichever is later. |
| 18. | Governing Law. This Lease is governed by and construed in accordance with the laws of the State of Arizona. |
This extract was prepared as of January 27, 2026.
i Note Regarding Clerical Errata. An internal review of the Lease identified certain non-substantive clerical inconsistencies. Specifically, the provision addressing the royalty on the primary mineral commodity contains a typographical inconsistency as reproduced in the scanned copy (appearing as “$8% per ton”), which is not a coherent unit expression when read literally. In addition, the signature page contains a clerical misidentification of the parties, and the location map referenced as an exhibit is incorporated in the Lease under a different labeling convention. These matters are administrative in nature and do not affect the economic intent or substantive rights of the parties. Correspondence has been submitted to the Arizona State Land Department requesting written confirmation and/or administrative correction of these errata.
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Exhibit 99.1
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PRESS RELEASE |
FOR IMMEDIATE RELEASE
MineralRite Corporation Announces Execution of Arizona State Land Department Mineral Lease to Support Next Phase of Development Work
Dallas, Texas — January 29, 2026 — MineralRite Corporation (OTCID: RITE) (“MineralRite” or the “Company”) today announced that its wholly owned subsidiary, Peeples, Inc., has executed a Common Variety Mineral Materials Lease with the Arizona State Land Department covering approximately 377.11 acres of State trust land in Yavapai County, Arizona.
The lease was executed on January 26, 2026, and is a successor to a prior lease covering the same property. The stated term of the lease commenced on May 2, 2023, and expires on May 1, 2043. The lease is not renewable; any continuation beyond the expiration date requires discretionary approval of the Arizona State Land Commissioner or the issuance of a new lease.
This lease allows MineralRite to advance its planned activities on the leased lands subject to applicable rent, royalty, operational, environmental, reporting, and reclamation requirements.
“We have been working with the State of Arizona for nearly a year to align the necessary land rights and operational agreements, and the execution of this lease marks an important milestone in that process. With the lease now in place, the Company can move forward with its development plans. The first step is to have the Company’s engaged Qualified Person access the property to complete Phase 1 of the scope of work contracted back in November. During that site work, he will gather the field observations and technical information necessary to define the scope, schedule, and cost estimate for Phase 2, which would consist of preparation of a full S-K 1300 technical report. We appreciate the constructive engagement of the Arizona State Land Department and look forward to advancing this project in a rigorous and timely manner.”
Additional details regarding the lease are included in a Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission.
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About MineralRite Corporation
MineralRite Corporation is a resource development company engaged in the evaluation, and potential future recovery and monetization, of mineral assets and related operations. The Company is in the early stages of development and has not yet established any mineral resources or reserves under SEC Regulation S-K Subpart 1300, nor does it currently have any revenue-generating operations.
Contact:
MineralRite Corporation Investor Relations
Email: [email protected]
Safe Harbor Disclosure
Forward-Looking Statements: Certain information set forth in this communication contains “forward-looking information”, including “future-oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) the timing, terms, and completion of any financing or capital markets initiatives; (iii) the expected development of the Company’s business, projects, and joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vii) renewal of the Company’s current customer, supplier and other material agreements; (viii) future liquidity, working capital, and capital requirements; (ix) statements regarding the potential value or economic viability of the Skull Valley project absent completed S-K 1300-compliant technical reports; (x) statements regarding the expected benefits of commodity price trends; (xi) statements regarding investor or market interest in the Company's assets; and (xii) statements regarding the Company's ability to obtain the ASLD lease and the timing thereof. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment.
These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements.
Although forward-looking statements contained in this communication are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially include, but are not limited to: (i) the Company's inability to obtain the ASLD lease on acceptable terms or at all; (ii) the absence of any established mineral resources or reserves under SEC Regulation S-K Subpart 1300; (iii) the speculative nature of mineral exploration and the possibility that no economically recoverable minerals exist at the Skull Valley project; (iv) volatility in commodity prices for gold, silver, and other minerals; (v) the Company's ability to obtain financing on acceptable terms; (vi) regulatory and permitting risks; (vii) technical and operational risks associated with mineral recovery; (viii) the Company's limited operating history and lack of revenue-generating operations; and (ix) the early stage of the Company's projects and operations. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
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