MINERALRITE Corp 8-K, filed Oct 2, 2026
MINERALRITE Corp (RITE)
About this 8-K
MINERALRITE Corp filed this 8-K on October 2, 2026, reporting on events of September 28, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(g) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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| None | None | $25.00 | |
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| Emerging growth company |
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Item 1.01 - Entry into a Material Definitive Agreement
On September 30, 2026 (the “Closing Date”), MineralRite Corporation (the “Company” or “RITE”) entered into a Series NMC Preferred Stock Repurchase, Note and Sinking-Fund Agreement (the “Repurchase Agreement”) with Abstract Concepts 1618 LLC (“Abstract”), acting on behalf of itself and its affiliates. Under the Repurchase Agreement, the Company repurchased from Abstract 3,919,388 shares of the Company’s Series NMC $25 Convertible Preferred Stock (“Series NMC Preferred”) for an aggregate repurchase price of $106,724,942. The Company issued Abstract a non-interest-bearing promissory note in that principal amount (the “Note”) as consideration for the repurchase.
The Series NMC Preferred sinking fund commits to repurchase shares tendered by holders, subject to the availability of sufficient funds, at a price that began at the $25.00 par value and grows at 5% per annum, subject to a $25.40 floor. In the Repurchase Agreement, the Company and Abstract confirmed that this growth compounds annually and that the sinking-fund price was approximately $27.23 per share as of the Closing Date. The Repurchase Agreement also permanently caps at $269,049,058.76 the total amount payable by the Company under the Series NMC Preferred sinking fund with respect to the Series NMC Preferred shares covered by the agreement, which equals approximately $27.23 per share on the 9,880,612 shares expected to be held by Abstract following the transaction, so that the sinking-fund amount will not increase further. The cap applies to the Series NMC Preferred shares held by Abstract following the transaction, including shares issuable upon exercise of the Series NMC warrants, and to permitted transferees that agree in writing to be bound by its terms. The Company is also required to make a portion of the funds it raises or otherwise generates available for sinking-fund repurchases of Series NMC Preferred shares.
Also on the Closing Date, the Company entered into a Royalty Repurchase, Warrant Exercise and Note Satisfaction Agreement (the “Closing Agreement”) with Abstract. Pursuant to the Closing Agreement, Abstract exercised its option to repurchase a royalty interest from the Company for $1,641,254; Commodity Capital Advisors LLC (“Commodity”), acting through Abstract as its manager and with the Company’s consent, exercised its option to repurchase a separate royalty interest for $246,188; Abstract irrevocably exercised 47,600 Series D Preferred Stock warrants and 6,900,000 Series NMC Preferred warrants; and Commodity irrevocably exercised 5,900 Series D Preferred Stock warrants. The Note was applied to satisfy the royalty repurchase prices and warrant exercise prices, was fully satisfied, and was cancelled at Closing.
The Company also acknowledged and consented to an Authorization to Exercise Option to Repurchase and Consent among Commodity and Abstract (the “Commodity Authorization”), pursuant to which Commodity exercised its royalty repurchase option and authorized Abstract, as Commodity’s manager, to act on Commodity’s behalf. The Company waived the otherwise applicable ten-business-day exercise notice period and agreed to accept application of a portion of the Note in full payment of Commodity’s repurchase price.
Abstract is owned and managed by Lloyd B. Hendricks III and is a related party of the Company because it beneficially owns more than 5% of the Company’s common stock. Abstract also acts as manager of Commodity. Mr. Hendricks and his affiliates are subject to a Shareholder Control Limitation and Standstill Agreement, as previously reported in a Form 8-K filed on May 7, 2026. The prices for the Series NMC repurchase, the royalty repurchases and the warrant exercises followed existing contractual terms, and the Company and Abstract worked together to negotiate the cashless structure and the sinking-fund cap. The foregoing descriptions are qualified in their entirety by reference to the Repurchase Agreement, the Note, the Commodity Authorization, and the Closing Agreement, copies of which are filed as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Note is incorporated by reference into this Item 2.03. The Note bore no interest and was due and payable on the Closing Date. It was fully satisfied, discharged, surrendered, and cancelled at Closing through the contractual applications described above. Accordingly, no amount remained outstanding under the Note following Closing.
Item 3.02 - Unregistered Sales of Equity Securities
As described in Item 1.01, on the Closing Date Abstract irrevocably exercised 47,600 warrants to purchase Series D Preferred Stock and 6,900,000 warrants to purchase Series NMC Preferred Stock, and Commodity irrevocably exercised 5,900 warrants to purchase Series D Preferred Stock. Upon the effectiveness of the Company’s Restated Certificate of Formation and when the applicable shares are duly authorized and available for issuance, the Company will issue 53,500 shares of Series D Preferred Stock and 6,900,000 shares of Series NMC Preferred Stock pursuant to those exercises.
The aggregate exercise price for the Series D Preferred Stock warrants was $1,337,500, and the aggregate exercise price for the Series NMC Preferred Stock warrants was $103,500,000. The consideration was satisfied through application of the Note as described in Item 1.01. The securities will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. The Company received no cash proceeds from the exercises. Each share of Series D Preferred Stock is convertible into 25,000 shares of common stock, and each share of Series NMC Preferred Stock is convertible into 500 shares of common stock. The warrant holders, Abstract and Commodity, are existing security holders of the Company under common management and are accredited investors; no general solicitation was made, and the securities will be issued as restricted securities.
Item 5.07 - Submission of Matters to a Vote of Security Holders
On September 28, 2026, the Company held a special meeting of the holders of its Series C Preferred Stock to consider and vote upon amendments to the provisions governing the Series C Preferred Stock contained in the Company’s Restated Certificate of Formation, including (i) an amendment providing that shares of Series C Preferred Stock that are redeemed or otherwise reacquired by the Company cease to be issued and outstanding and resume the status of authorized but unissued shares of the series, and (ii) a provision, previously contained in the Company’s Bylaws, authorizing action by written consent of the holders of the series, now incorporated into the provisions governing each series of preferred stock. At the time of the meeting, 10,679 shares of Series C Preferred Stock were outstanding. Holders of 8,735 shares were represented in person or by proxy, and all 8,735 shares voted in favor of the amendments, with no votes against and no abstentions. The shares voted in favor represent approximately 81.8% of the outstanding Series C Preferred Stock, exceeding the two-thirds approval required. In addition, by written consents dated September 28, 2026, the holders of 100% of the outstanding shares of each of the Series A Preferred Stock, Series B Preferred Stock and Series NMC Preferred Stock approved the amendments applicable to those series and the Restated Certificate of Formation. No shares of Series D Preferred Stock were outstanding, and the corresponding amendments to the provisions governing the Series D Preferred Stock were approved by the Company’s Board of Directors.
Item 7.01 - Regulation FD Disclosure
On October 2, 2026, the Company issued a press release announcing the transactions described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 - Other Events
The Company is reporting under this Item 8.01 the integrated transaction described above, including the repurchase of 3,919,388 Series NMC Preferred shares, which ceased to be outstanding, the exercise of outstanding Series D and Series NMC warrants, the permanent cap on the applicable Series NMC Preferred sinking-fund obligation, and the satisfaction and cancellation of the Note. The Company is in the process of filing a Restated Certificate of Formation with the Texas Secretary of State. Upon effectiveness, the Restated Certificate will set the authorized numbers of Series D Preferred Stock and Series NMC Preferred Stock at 60,000 and 10,000,000 shares, respectively, without increasing the Company’s total authorized preferred stock. The Restated Certificate will be filed as an exhibit to a subsequent Current Report on Form 8-K after it has been filed with, and becomes effective pursuant to filing by, the Texas Secretary of State. Immediately before the transactions, 6,900,000 shares of Series NMC Preferred Stock were outstanding and Abstract held warrants for 6,900,000 additional shares. After giving effect to the repurchase and the warrant exercises, 9,880,612 shares are expected to be outstanding, all held by Abstract, and each share is convertible into 500 shares of common stock, subject to the sinking fund. The Restated Certificate of Formation was approved by the Company’s Board of Directors; by the written consent of the holders of 100% of the outstanding Series A Preferred Stock, Series B Preferred Stock and Series NMC Preferred Stock; and by the holders of the Series C Preferred Stock at a special meeting held on September 28, 2026, as described in Item 5.07. Under Texas law, no vote of the holders of the Company’s common stock was required.
Item 9.01 - Financial Statements and Exhibits
(d) 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 and Principal Executive Officer
Date: October 2, 2026
Exhibit 10.1
SERIES NMC PREFERRED STOCK REPURCHASE, NOTE
AND SINKING-FUND AGREEMENT
This Series NMC Preferred Stock Repurchase, Note and Sinking-Fund Agreement (this “Agreement”) is entered into as of September 30, 2026 (the “Closing Date”) and shall be effective on such date, by and between MineralRite Corporation, a Texas corporation (“RITE”), and Abstract Concepts 1618 LLC (“Abstract”). RITE and Abstract are each a “Party” and collectively the “Parties.”
RECITALS
WHEREAS, Abstract is the holder of shares of RITE Series NMC $25 Convertible Preferred Stock (“Series NMC Preferred”);
WHEREAS, RITE desires to repurchase 3,919,388 shares of Series NMC Preferred from Abstract at approximately $27.23 per share, for an aggregate repurchase price of $106,724,942.00, which RITE will satisfy by issuance of a promissory note to Abstract, and Abstract desires to sell such shares to RITE on the terms stated herein;
WHEREAS, as part of the same integrated transaction, Abstract intends to apply all of that Note to reacquire the royalty asset held by RITE that was originally transferred by Abstract, to fund on behalf of Commodity Capital Advisors LLC the reacquisition by Commodity Capital Advisors LLC of its royalty asset, to exercise all Series D and Series NMC warrants held by Abstract, and to fund and effect the exercise, on behalf of Commodity Capital Advisors LLC, of the Series D warrants held by Commodity Capital Advisors LLC; and
WHEREAS, the Parties also desire to establish a permanent cap on the total amount payable under the sinking-fund applicable to all Series NMC Preferred now or hereafter held by Abstract, including Series NMC Preferred issued to Abstract upon exercise of Series NMC warrants.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
1. REPURCHASE OF SERIES NMC PREFERRED
1.1 Repurchase. Abstract hereby sells, assigns, transfers and surrenders to RITE, and RITE hereby repurchases from Abstract, 3,919,388 shares of Series NMC Preferred (the “Repurchased Shares”) at approximately $27.23 per share, for an aggregate repurchase price of $106,724,942.00 (the “Repurchase Price”).
1.2 Status of Repurchased Shares. Effective upon Closing, the Repurchased Shares shall cease to be outstanding and shall have no further voting, conversion, sinking-fund, distribution or other rights. RITE shall cause the Repurchased Shares to be reflected on its books and transfer-agent records in accordance with RITE’s governing documents and applicable law.
1.3 Title. Abstract represents that it owns the Repurchased Shares, has authority to transfer them, and has not created any lien, pledge or security interest upon them.
2. PAYMENT BY PROMISSORY NOTE
At Closing, RITE shall issue to Abstract a non-interest-bearing promissory note in the original principal amount of $106,724,942.00 (the “Note”), substantially in the form executed contemporaneously herewith. The Note may be paid and satisfied by contractual setoff and application against amounts payable by Abstract to RITE, including royalty repurchase prices and warrant exercise prices.
3. SINKING-FUND AMOUNT AND PERMANENT CAP
3.1 Calculation. As between RITE and Abstract, the Parties agree that the five percent (5%) per annum growth of the Series NMC sinking-fund repurchase price has been calculated on a compounding basis, such that the repurchase price at the start of each annual period is increased by five percent (5%) for that period, beginning from the original $25.00 per-share base, subject to the existing $25.40 floor, with proportionate accrual for partial years. The Parties confirm that, as of September 30, 2026, the Series NMC sinking-fund repurchase price is approximately $27.23 per share.
3.2 Covered Shares. This Section applies to every share of Series NMC Preferred now or hereafter owned by Abstract, including the Series NMC Preferred remaining after the Repurchase and all Series NMC Preferred issued to Abstract upon exercise of Series NMC warrants (collectively, the “Covered NMC Shares”).
3.3 Permanent Cap. Notwithstanding anything to the contrary in any prior agreement, instrument, designation, sinking-fund provision or other arrangement applicable to the Covered NMC Shares, the aggregate amount payable by RITE under the sinking fund with respect to all Covered NMC Shares shall in no event exceed $269,049,058.76 (the “Aggregate Cap”). Upon the aggregate sinking-fund value of the Covered NMC Shares reaching the Aggregate Cap, all further accretion with respect to the Covered NMC Shares shall permanently cease.
3.4 Application of Sinking Fund Cap. Following completion of the transactions contemplated by this Agreement and the contemporaneous exercise of the Series NMC warrants, the Parties expect Abstract to hold an aggregate of 9,880,612 shares of Series NMC Preferred Stock. Such amount reflects (i) Abstract’s existing 6,900,000 Series NMC Preferred shares, less the 3,919,388 Series NMC Preferred shares being repurchased by RITE pursuant to this Agreement, leaving 2,980,612 Series NMC Preferred shares, plus (ii) 6,900,000 additional Series NMC Preferred shares to be issued to Abstract upon the contemporaneous exercise of all 6,900,000 Series NMC warrants.
Based upon 9,880,612 Covered NMC Shares, the $269,049,058.76 Aggregate Cap is equivalent to approximately $27.2300 per share. This per-share amount is provided solely for illustrative purposes and shall not constitute a separate or independent cap, floor, guaranteed repurchase price or other limitation. The $269,049,058.76 Aggregate Cap shall control in all cases, regardless of the number of Covered NMC Shares outstanding or held by Abstract or any permitted transferee.
Upon the aggregate sinking-fund value of the Covered NMC Shares reaching $269,049,058.76, the sinking-fund value shall cease to increase, no further accretion shall accrue or be added thereafter, and RITE’s aggregate sinking-fund obligation with respect to all Covered NMC Shares shall not exceed $269,049,058.76.
3.5 Transfers of Covered NMC Shares. Abstract may transfer any of the Covered NMC Shares, provided that any transferee agrees in writing to be bound by the sinking-fund terms and limitations set forth in this Section 3 with respect to the shares transferred. The purpose of this provision is to ensure that a transfer of Covered NMC Shares does not increase, avoid, or otherwise alter the sinking-fund limitations agreed to by RITE and Abstract under this Agreement. Any Covered NMC Shares transferred by Abstract shall therefore remain subject to the same sinking-fund terms and limitations that applied to those shares immediately prior to the transfer.
4. CLOSING; INTEGRATED TRANSACTION
The Repurchase, issuance of the Note, royalty repurchases, warrant exercises, application and satisfaction of the Note, and related issuances are intended to occur as components of one integrated and substantially simultaneous Closing. Each Party shall execute such stock powers, exercise notices, transfer-agent instructions and other ministerial documents reasonably necessary to carry out the transaction.
5. MISCELLANEOUS
5.1 Authority. Each Party represents and warrants that it has full power and authority to execute, deliver, and perform this Agreement and the transactions contemplated hereby, and that all corporate, company, or other internal actions necessary to authorize its execution, delivery, and performance of this Agreement have been duly taken.
5.2 Entire Agreement. This Agreement, together with the Promissory Note and any other agreements or instruments expressly executed in connection with the transactions contemplated hereby, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, negotiations, understandings, and agreements between the Parties concerning such subject matter. For the avoidance of doubt, except as expressly modified by this Agreement, nothing herein is intended to supersede or terminate any existing rights or obligations relating to the Series NMC Preferred.
5.3 Amendments and Waivers. This Agreement may be amended, modified, or supplemented only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless made in writing by the Party against whom the waiver is sought to be enforced. A waiver of any provision or breach on one occasion shall not constitute a waiver of that provision or any other provision or breach on any other occasion.
5.4 Further Assurances. Each Party shall execute and deliver such additional documents and instruments and take such additional actions as may be reasonably necessary or appropriate to carry out the transactions contemplated by this Agreement and give effect to its terms.
5.5 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. Any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the state or federal courts located in Dallas County, Texas, and each Party consents to the jurisdiction and venue of such courts.
5.6 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. To the extent permitted by applicable law, any invalid, illegal, or unenforceable provision shall be construed or modified to the minimum extent necessary to make it valid and enforceable while most closely preserving the Parties’ original intent.
5.7 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in this Section 5.7 shall limit or modify the provisions of Section 3 relating to transfers of Covered NMC Shares.
5.8 No Third-Party Beneficiaries. Except as expressly provided in this Agreement with respect to permitted transferees of Covered NMC Shares, nothing in this Agreement is intended to confer upon any person or entity other than the Parties and their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.
5.9 Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Signatures transmitted electronically, including by PDF or other electronic means, shall have the same force and effect as original signatures.
5.10 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement.
5.11 Construction. This Agreement shall be construed according to its fair meaning and not strictly for or against either Party by reason of authorship or preparation. The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation,” where appropriate in context.
5.12 Survival. Any provision of this Agreement that by its nature is intended to survive the completion of the transactions contemplated hereby, including the sinking-fund terms and limitations set forth in Section 3, shall survive such completion and remain binding in accordance with its terms.
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MINERALRITE CORPORATION
By: /s/ James Burgauer Name: James Burgauer Title: President / CEO / CFO |
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ABSTRACT CONCEPTS 1618 LLC
By: /s/ Lloyd B. Hendricks III Name: Lloyd B. Hendricks III Title: Manager |
Exhibit 10.2
PROMISSORY NOTE
$106,724,942.00
Executed and effective as of September 30, 2026.
FOR VALUE RECEIVED, MineralRite Corporation, a Texas corporation (“Maker”), promises to pay to the order of Abstract Concepts 1618 LLC (“Holder”) the principal sum of ONE HUNDRED SIX MILLION SEVEN HUNDRED TWENTY-FOUR THOUSAND NINE HUNDRED FORTY-TWO DOLLARS ($106,724,942.00), subject to the terms below.
1. Interest; Maturity.
This Note bears no interest. This Note is due and payable on the Closing Date and is intended to be satisfied at Closing principally through the application and setoff described in the Royalty Repurchase, Warrant Exercise and Note Satisfaction Agreement executed contemporaneously herewith.
2. Payment by Application and Setoff.
Holder irrevocably authorizes Maker to apply amounts otherwise payable by Holder to Maker against the outstanding principal of this Note. Such application and setoff shall constitute payment in the same amount as if cash had been paid by Maker to Holder and immediately returned by Holder to Maker.
3. Complete Satisfaction.
Maker and Holder acknowledge that the aggregate contractual applications contemplated at Closing total $106,724,942.00, equal to the face amount of this Note. The Parties agree that completion of the contemplated applications constitutes full and complete payment and satisfaction of this Note. Upon such completion, the outstanding balance shall be zero and this Note shall be deemed paid, discharged, surrendered and cancelled.
4. No Assignment Except with Transaction Documents.
Holder shall not assign this Note separately from the rights and obligations arising under the contemporaneous transaction documents without Maker’s written consent.
5. Governing Law.
This Note is governed by Texas law. Exclusive venue shall lie in the state or federal courts located in Dallas County, Texas. Counterpart and electronic signatures are effective as originals.
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MINERALRITE CORPORATION
By: /s/ James Burgauer Name: James Burgauer Title: President / CEO / CFO
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ABSTRACT CONCEPTS 1618 LLC
By: /s/ Lloyd B. Hendricks III Name: Lloyd B. Hendricks III Title: Manager
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Exhibit 10.3
AUTHORIZATION TO EXERCISE OPTION TO REPURCHASE AND CONSENT
This Authorization to Exercise Option to Repurchase and Consent (this “Authorization”) is entered into as of September 30, 2026 (the “Closing Date”) and shall be effective on such date, by Commodity Capital Advisors LLC (“Commodity”), acting through its manager, Abstract Concepts 1618 LLC (“Abstract”), with the acknowledgment and consent of MineralRite Corporation, a Texas corporation (“RITE”).
WHEREAS, Commodity and RITE entered into that certain Option to Repurchase Agreement effective October 7, 2025 (the “Option Agreement”), concerning the derivative, fixed, terminating production payment royalty described therein (the “Asset”);
WHEREAS, Abstract is the manager of Commodity and originally provided the royalty interest constituting the Asset to RITE on behalf of Commodity in connection with Commodity’s investment in RITE;
WHEREAS, Commodity desires to exercise the Option, with Abstract acting on Commodity’s behalf and applying a portion of the RITE promissory note held by Abstract in payment of Commodity’s Accreted Repurchase Price; and
WHEREAS, RITE acknowledges and consents to the foregoing arrangement and agrees to accept such application of the RITE promissory note as payment on behalf of Commodity.
1. Authorization and Exercise.
Commodity, acting through Abstract as its manager, hereby exercises the Option to repurchase the Asset pursuant to the Option Agreement and authorizes Abstract to take all actions reasonably necessary to effect such exercise and repurchase on Commodity’s behalf.
2. Waiver of Notice; Payment.
RITE acknowledges Commodity’s exercise of the Option, waives the ten-business-day exercise notice period solely for the Closing contemplated hereby, and agrees to accept $246,188 through application of the RITE promissory note held by Abstract as full payment, on behalf of Commodity, of the Accreted Repurchase Price due under the Option Agreement.
3. Effect of Closing.
Upon application of $246,188 of the RITE promissory note held by Abstract, the Option shall be deemed fully exercised and the Accreted Repurchase Price fully paid. The Asset shall be transferred by RITE to Commodity Capital Advisors LLC, free and clear of liens created by RITE, and Commodity shall thereafter have no further right to repurchase the Asset under the Option Agreement.
4. No Assignment.
For the avoidance of doubt, the arrangements contemplated hereby do not constitute an assignment by Commodity of the Option or the Asset to Abstract. Abstract is acting as manager of Commodity and on Commodity’s behalf in connection with the exercise of the Option and payment of the Accreted Repurchase Price.
5. Miscellaneous.
Except as expressly provided herein, the Option Agreement remains unchanged. This Authorization is governed by Texas law and may be executed in counterparts and by electronic signature.
[Signature Page to Follow]
COMMODITY CAPITAL ADVISORS LLC
By: Abstract Concepts 1618 LLC, its Manager
By: /s/ Lloyd B. Hendricks III
Name: Lloyd B. Hendricks III
Title: Manager
ABSTRACT CONCEPTS 1618 LLC
By: /s/ Lloyd B. Hendricks III
Name: Lloyd B. Hendricks III
Title: Manager
ACKNOWLEDGED AND CONSENTED TO:
MINERALRITE CORPORATION
By: /s/ James Burgauer
Name: James Burgauer
Title: President / CEO / CFO
Exhibit 10.4
ROYALTY REPURCHASE, WARRANT EXERCISE AND
NOTE SATISFACTION AGREEMENT
This Royalty Repurchase, Warrant Exercise and Note Satisfaction Agreement (this “Agreement”) is entered into as of September 30, 2026 (the “Closing Date”) and shall be effective on such date, by and between MineralRite Corporation, a Texas corporation (“RITE”), and Abstract Concepts 1618 LLC (“Abstract”). RITE and Abstract are each a “Party” and collectively the “Parties.”
RECITALS
WHEREAS, RITE has issued to Abstract a promissory note in the original principal amount of $106,724,942 (the “Note”) as consideration for RITE’s repurchase of 3,919,388 Series NMC Preferred shares;
WHEREAS, Abstract holds an option to repurchase from RITE the derivative, fixed, terminating production payment royalty originally transferred by Abstract to RITE pursuant to the Option to Repurchase Agreement effective October 6, 2025 (the “Abstract Royalty”);
WHEREAS, Commodity Capital Advisors LLC (“Commodity”), an entity managed by Abstract, holds the option to repurchase from RITE the derivative, fixed, terminating production payment royalty originally transferred by Abstract to RITE on behalf of Commodity pursuant to the Option to Repurchase Agreement effective October 7, 2025 (the “Commodity Royalty”), and Commodity, acting through Abstract as its manager, desires to exercise that option, with Abstract funding the repurchase on Commodity’s behalf as part of the transactions contemplated hereby;
WHEREAS, Abstract desires to exercise all 47,600 Series D warrants and all 6,900,000 Series NMC warrants held by Abstract, and, as manager of Commodity, to fund and effect on Commodity’s behalf the exercise of all 5,900 Series D warrants held by Commodity; and
WHEREAS, RITE agrees to accept application of the Note as payment of the foregoing royalty repurchase prices and warrant exercise prices, including the amounts payable by Commodity that Abstract is funding on Commodity’s behalf.
NOW, THEREFORE, the Parties agree as follows:
1. EXERCISE OF ABSTRACT ROYALTY OPTION
Abstract hereby exercises the option to repurchase the Abstract Royalty. The Parties agree that, through September 30, 2026, the Accreted Repurchase Price under the applicable option agreement is $1,641,254. Abstract directs RITE to apply $1,641,254 of the Note as payment. RITE accepts such application as payment in full and hereby transfers, assigns and reconveys the Abstract Royalty to Abstract free and clear of liens created by RITE. The option is fully exercised and terminated upon Closing.
2. EXERCISE OF COMMODITY ROYALTY OPTION
Commodity, acting through Abstract as its manager pursuant to the Authorization to Exercise Option to Repurchase and Consent executed contemporaneously herewith, exercises its option to repurchase the Commodity Royalty. The Accreted Repurchase Price through September 30, 2026 is $246,188. Abstract directs RITE to apply $246,188 of the Note on behalf of Commodity as payment in full. RITE accepts such application as full payment of Commodity’s repurchase price and hereby transfers, assigns and reconveys the Commodity Royalty to Commodity free and clear of liens created by RITE. The Commodity option is fully exercised and terminated upon Closing.
1
3. EXERCISE OF SERIES D WARRANTS
3.1 Abstract Series D Warrants. Abstract hereby irrevocably exercises all 47,600 Series D warrants held by Abstract at the contractual exercise price of $25.00 per warrant, for an aggregate exercise price of $1,190,000. Abstract directs RITE to apply $1,190,000 of the Note as payment in full. RITE accepts such payment and shall issue to Abstract the securities issuable upon exercise in accordance with the governing Series D warrant instruments. The exercised warrants shall be surrendered and cancelled at Closing.
3.2 Commodity Series D Warrants. Commodity, acting through Abstract as its manager, hereby irrevocably exercises all 5,900 Series D warrants held by Commodity at the contractual exercise price of $25.00 per warrant, for an aggregate exercise price of $147,500. Abstract directs RITE to apply $147,500 of the Note on behalf of Commodity as payment in full. RITE accepts such payment and shall issue to Commodity the securities issuable upon exercise in accordance with the governing Series D warrant instruments. The exercised warrants shall be surrendered and cancelled at Closing.
4. EXERCISE OF SERIES NMC WARRANTS
Abstract hereby irrevocably exercises all 6,900,000 Series NMC warrants held by Abstract at the contractual exercise price of $15.00 per warrant, for an aggregate exercise price of $103,500,000. Abstract directs RITE to apply $103,500,000 of the Note as payment in full. RITE accepts such payment and shall issue to Abstract the securities issuable upon exercise in accordance with the governing Series NMC warrant instruments. The exercised warrants shall be surrendered and cancelled at Closing.
5. APPLICATION AND COMPLETE SATISFACTION OF NOTE
| APPLICATION OF NOTE PROCEEDS | AMOUNT | |||
| Abstract Royalty Repurchase: | $ | 1,641,254 | ||
| Commodity Royalty Repurchase (funded by Abstract on behalf of Commodity): | $ | 246,188 | ||
| Abstract Series D Warrant Exercise: | $ | 1,190,000 | ||
| Commodity Series D Warrant Exercise (funded by Abstract on behalf of Commodity): | $ | 147,500 | ||
| Series NMC Warrant Exercise: | $ | 103,500,000 | ||
| TOTAL APPLIED: | $ | 106,724,942 | ||
The Parties acknowledge that the total applied equals the original principal amount of the Note. The Parties agree that the consideration exchanged under the integrated transaction constitutes full, complete and sufficient satisfaction of all amounts due under the Note. At Closing, the Note shall be deemed fully paid, satisfied, discharged, surrendered and cancelled with a zero balance.
6. SIMULTANEOUS CLOSING; BOOKS AND RECORDS
6.1 Integrated Closing; Closing Mechanics. The royalty transfers, warrant exercises, application of the Note, issuance of the securities underlying the warrants, and cancellation of the Note shall occur contemporaneously as one integrated Closing. RITE is authorized to issue all appropriate transfer-agent instructions and the Parties are authorized to record the transactions on their books and records. Each Party shall execute any customary exercise notice, stock power or other ministerial instrument reasonably necessary to evidence the transactions.
6.2 Corporate Authorizations; Effect of Processing Delay. RITE shall take all commercially reasonable and necessary corporate actions to cause the appropriate authorizations for the securities contemplated hereby to be filed and become effective. The issuance of any securities contemplated hereby shall be made when and to the extent such securities are duly authorized and available for issuance; provided, however, that any delay in the effectiveness of such authorization shall not delay, invalidate or otherwise affect the Closing or the effectiveness of the transactions contemplated by this Agreement.
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7. AUTHORITY; ENTIRE AGREEMENT; GOVERNING LAW
Each Party represents that it has authority to execute and perform this Agreement. Abstract represents that it is the lawful holder of the 47,600 Series D warrants and 6,900,000 Series NMC warrants exercised by it herein and that it is authorized, as manager of Commodity, to act on Commodity’s behalf with respect to the Commodity Royalty option and the 5,900 Series D warrants held by Commodity. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and may be amended only in writing signed by both Parties. Texas law governs. Exclusive venue shall lie in the state or federal courts located in Dallas County, Texas. Counterpart and electronic signatures are effective as originals.
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MINERALRITE CORPORATION |
ABSTRACT CONCEPTS 1618 LLC | |
| By: /s/ James Burgauer | By: /s/ Lloyd B. Hendricks III | |
| Name: James Burgauer | Name: Lloyd B. Hendricks III | |
| Title: President / CEO / CFO | Title: Manager |
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Exhibit 99.1
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PRESS RELEASE |
FOR IMMEDIATE RELEASE
RITE Reduces Potential Dilution by Nearly 2 Billion Shares and Caps the Series NMC Sinking-Fund Obligation. DALLAS, Texas — October 2, 2026 — MineralRite Corporation (OTC: RITE) today announced that it has completed a transaction that reduces the potential dilution that would have resulted from full exercise of the Series NMC warrants without a repurchase and establishes a contractual ceiling on the total amount payable under the sinking fund for the Series NMC Preferred Stock.
Repurchase of nearly 3.9 million Series NMC Preferred shares reduces potential dilution by nearly 2 billion shares
When RITE acquired the three leases and tailings from NMC, Inc., it issued 6.9 million Series NMC Preferred shares and warrants to acquire an additional 6.9 million Series NMC Preferred shares. Subsequently, in a private transaction, Abstract Concepts 1618 LLC acquired from NMC, Inc. the 6.9 million Series NMC Preferred shares and 6.9 million associated warrants, together with the rights, preferences and obligations associated with those securities. RITE was not a party to that transaction and issued no new securities in connection with Abstract's acquisition. Accordingly, exercise of all of the warrants would have resulted in 13.8 million Series NMC Preferred shares outstanding.
Under the transaction just completed with Abstract, RITE repurchased approximately 3.9 million of the outstanding Series NMC Preferred shares coincident with the irrevocable exercise of the 6.9 million Series NMC warrants. The shares issuable upon exercise of those warrants will be issued when duly authorized and available for issuance.
After giving effect to the repurchase of approximately 3.9 million Series NMC Preferred shares and the issuance of 6.9 million shares upon the warrant exercises, approximately 9.9 million Series NMC Preferred shares are expected to be outstanding, thereby reducing by approximately 3.9 million the number of shares that would have been outstanding had all of the warrants been exercised without a repurchase.
Each share of Series NMC Preferred stock is convertible into 500 shares of common stock. The Series NMC Preferred remains subject to the sinking fund, however, and shares repurchased under it, to the extent the Company has funds available, would not be converted.
The difference is particularly significant to RITE's common shareholders. If the outstanding Series NMC Preferred shares are not repurchased under the sinking fund and are instead converted into common stock, the repurchase will have avoided the issuance of approximately 2.0 billion shares of common stock compared with exercise of all of the warrants without a repurchase.
Contractual cap limits the total Series NMC sinking-fund amount to approximately $269 million
RITE’s Series NMC Preferred shares were previously subject to a sinking-fund provision under which the dollar cost to the Company of satisfying its repurchase obligation increased by 5% annually. Under the new agreement, the accreted value of the Series NMC Preferred, approximately $27.23 per share or approximately $269 million in the aggregate, is fixed and will no longer accrete by 5% annually. The cap applies to all of the Series NMC Preferred shares that will be outstanding after the transaction, all of which are held by Abstract, and any transfer of those shares is conditioned on the transferee agreeing in writing to be bound by the same terms. The cap is a contractual agreement between the Company and Abstract.
Repurchases under the sinking fund remain contingent upon the availability of sufficient funds and are made only as the Company has the financial resources to fund them. Under the original agreement governing the Series NMC Preferred, whose rights Abstract now holds, the Company is required to make a portion of the funds it raises or otherwise generates available for additional sinking-fund repurchases of Series NMC Preferred shares.
Before the transaction, 6.9 million Series NMC Preferred shares were outstanding and Abstract held warrants to acquire 6.9 million additional shares, for a potential total of 13.8 million shares. At today’s buy-back price of approximately $27.23 per share, the aggregate sinking-fund exposure for those 13.8 million shares, if all of the warrants were exercised, would have been approximately $375.8 million. Additionally, that amount would increase by 5% annually.
As a result of the transaction, approximately 9.9 million shares are expected to be outstanding, and at the buy-back price of approximately $27.23 per share, the aggregate sinking-fund exposure is approximately $269 million.
Without the addition of the cap, that amount would continue to increase by 5% annually, or approximately $13.5 million per year. Under the new agreement, that amount is fixed at approximately $269 million and will not increase.
How RITE accomplished the transaction
RITE accomplished the preferred-stock repurchase through an integrated transaction with Abstract, rather than by making a corresponding cash payment to Abstract under the Series NMC sinking-fund provisions.
Under the integrated structure, RITE repurchased approximately 3.9 million Series NMC Preferred shares, which ceased to be outstanding. At the same time, Abstract and its affiliates irrevocably exercised the previously outstanding warrants they owned for 53,500 shares of Series D Preferred Stock and 6,900,000 shares of Series NMC Preferred Stock. Those shares will be issued when duly authorized and available for issuance.
To effectuate the repurchase, RITE issued an approximately $106.7 million promissory note to Abstract. Abstract then applied the note toward the repurchase of royalty interests and the exercise of the Series D and Series NMC warrants. Those applications fully satisfied the note, which was then cancelled, allowing RITE to complete the approximately $106.7 million repurchase without a corresponding cash payment by the Company. Because the exercise prices of the warrants were satisfied through application of the Company’s own note, the Company also received no cash proceeds from the warrant exercises.
Filing of a Restated Certificate of Formation with the Texas Secretary of State
RITE obtained the required approvals from the holders of its preferred-stock series and is in the process of filing a Restated Certificate of Formation with the Texas Secretary of State. Upon effectiveness, the Restated Certificate will set the authorized numbers of Series D Preferred Stock and Series NMC Preferred Stock at 60,000 and 10,000,000 shares, respectively. Upon effectiveness, the Restated Certificate will provide the authorized Series D and Series NMC Preferred shares necessary to issue the shares underlying the warrant exercises completed as part of the transaction, without increasing the Company’s total authorized preferred stock.
The Restated Certificate also clarifies the treatment of repurchased or otherwise reacquired preferred shares, incorporates into each preferred-stock designation an existing Bylaw requirement concerning action by written consent, and corrects various scrivener’s errors.
Related-party transaction
Abstract Concepts 1618 LLC, which is owned and managed by Lloyd B. Hendricks III, is a related party of RITE because it beneficially owns more than 5% of the Company’s common stock. Mr. Hendricks and his affiliates are subject to a Shareholder Control Limitation and Standstill Agreement as previously reported in a Form 8-K filed on May 7, 2026. The prices for the Series NMC repurchase, the royalty repurchases and the warrant exercises followed existing contractual terms, and RITE and Abstract worked together to negotiate the cashless structure and the sinking-fund cap. Additional information is available in RITE’s Current Report on Form 8-K filed with the SEC today.
Management Commentary
“This transaction was possible in large part because of RITE’s longstanding relationship with Abstract and our ability to work together to find solutions that make sense for both parties,” said James Burgauer, President and CEO of MineralRite Corporation. “Rather than looking at the preferred shares, the warrants, the royalty interests and the sinking-fund obligation as separate issues, we were able to bring them together into a single transaction that produced a significant benefit for RITE and its shareholders.”
Burgauer continued, “The result speaks for itself. We repurchased approximately 3.9 million Series NMC Preferred shares, representing approximately 2 billion shares of common stock that would otherwise have been potentially issuable upon conversion had the warrants been exercised without a repurchase; agreed with Abstract to a contractual cap of approximately $269 million on the total amount payable under the Series NMC sinking fund; and completed the approximately $106.7 million repurchase through an integrated non-cash exchange, without a cash payment by the Company. I believe this transaction demonstrates the value that can be created when parties with a longstanding business relationship are willing to work together toward a mutually beneficial result.”
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About MineralRite Corporation
MineralRite Corporation is focused on the evaluation, remediation, recycling, and potential recovery of mineral values from existing materials, including previously processed mine tailings and other resource-bearing substrates. The Company’s strategy is centered on resource recovery and monetization from existing materials, rather than greenfield mining exploration or development activities. The Company believes this approach may represent a more efficient path toward potential operations and may allow for reduced upfront capital commitments through a more staged investment profile. Traditional greenfield exploration and development projects can require significant capital expenditures prior to the confirmation of any recoverable resources. Even with this approach, outcomes will depend on technical, economic, and regulatory factors.
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: investor-relations@mineral-rite.com
Safe Harbor Disclosure
Forward-Looking Statements: Certain information set forth in this communication contains “forward-looking statements” within the meaning of applicable U.S. federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). MineralRite Corporation’s common stock is exempt from the definition of “penny stock” under Section 3(a)(51) of the Exchange Act and Rule 3a51-1 promulgated thereunder. Accordingly, the statutory safe harbor provisions of Section 21E of the Exchange Act are available to the Company with respect to forward-looking statements made herein. Nonetheless, investors are cautioned that forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements. Investors are cautioned not to place undue reliance on forward-looking statements. The Company also relies upon applicable common-law protections, including the “bespeaks caution” doctrine, together with the meaningful cautionary statements contained herein.
Except for statements of historical fact, certain information contained in this communication constitutes forward-looking statements, including, without limitation, statements concerning the matters discussed herein; the Company’s current and planned projects, operations, business opportunities and strategic initiatives; financing, development and monetization activities; regulatory and market-related matters; and management’s expectations, beliefs, assumptions, objectives and plans.
The Company is in the early stages of development, has not established any mineral resources or mineral reserves under SEC Regulation S-K Subpart 1300, and currently has no revenue-generating operations. The Company has limited capital resources, and there can be no assurance that the Company will have sufficient funding to achieve its objectives or to continue operations; the Company may need to obtain additional financing, which may not be available on acceptable terms or at all. Mineral exploration, resource recovery, remediation, recycling, and related operations involve substantial risks and uncertainties, including technical, operational, metallurgical, environmental, permitting, regulatory, financing, commodity-price, liquidity, and market-related risks. The Company's evaluation of the Skull Valley project relies in part on historical third-party technical data that has not been fully independently verified, and the Company was unable to contact all historical analytical groups associated with prior work. The limited sampling conducted during Phase 1 is not representative of the tailings as a whole and may not be indicative of results achievable in Phase 2 or at scale. Projects involving the reprocessing of previously processed tailings materials are subject to additional uncertainties, including variability in material composition, prior processing impacts on recoverability, and limited comparability with greenfield mineral deposits. There can be no assurance that the Company will successfully implement its business plans, obtain necessary financing or permits, achieve operational objectives, establish economically recoverable resources, or realize any economic benefit from its projects, strategic initiatives, remediation activities, recycling operations, environmental-credit-related initiatives, or capital-structure management activities.
Although management believes the assumptions underlying the forward-looking statements are reasonable, there can be no assurance that such assumptions will prove correct. Actual results, performance, or developments may differ materially from those anticipated or implied by the forward-looking statements contained herein. For a more comprehensive discussion of risk factors that could cause actual results to differ from those described in forward-looking statements, investors should review the Company's filings with the U.S. Securities and Exchange Commission, including the risk factors described in the Company's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as applicable. All forward-looking statements in this communication are made as of the date hereof. The Company undertakes no obligation to update forward-looking statements except as required by applicable law. Investors are cautioned not to place undue reliance on forward-looking statements.
No Offer or Solicitation. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No public offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.