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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission File Number:
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IRS Employer Identification Number:
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(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report: Not applicable)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(g) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Par Value |
| OTC Markets (OTCID) | No Par Value | ||
| None | None | No Par Value | |
| None | None | No Par Value | |
| None | None | No Par Value | |
| None | None | $25.00 | |
| None | None | $25.00 |
Indicate by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| Emerging growth company |
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 – Regulation FD Disclosure
On May 7, 2026, the Company issued a press release regarding a private transaction involving certain of its outstanding securities.
The Company has been informed of a private transaction in which Abstract Concepts 1618 LLC (“Abstract”) has agreed to acquire from NMC, Inc. 6.9 million shares of Series NMC $25 Convertible Preferred Stock and 6.9 million associated warrants, together with all rights, preferences, and obligations associated therewith, including sinking fund provisions and conversion rights.
The Company is not a party to this transaction, which represents a private transaction between existing securityholders, and no new securities are being issued by the Company in connection
with this transaction. The specific economic terms of the transaction were privately negotiated between the parties and have not been publicly disclosed.
Following completion of the transaction, Abstract is expected to beneficially own approximately 37% of the Company’s common stock, giving effect to the conversion or exercise of the securities acquired in the transaction and taking into account securities directly held by Abstract as well as voting and investment authority associated with securities held through Commodity Capital Advisors LLC. Together with other voting securities held by Abstract, Abstract's aggregate voting power may differ from its as-converted common stock ownership percentage.
In connection with the transaction, the Company and Abstract have entered into a Shareholder Control Limitation and Standstill Agreement designed to ensure that significant ownership does not translate into control. Among other provisions, the agreement provides that: (i) Abstract’s voting power is capped at 45% of the Company’s total voting power on a fully diluted basis; (ii) Abstract is prohibited from seeking to obtain control of the Company; and (iii) the agreement remains in effect until terminated upon the occurrence of a Trigger Event or as otherwise provided in the agreement. A copy of the agreement is filed as Exhibit 10.1 to this report.
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, 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.
Item 8.01 – Other Events
The Company is reporting under Item 8.01 the fact that it has furnished the disclosure set forth in Item 7.01 regarding a private transaction involving certain of its outstanding securities. The substantive disclosure in Item 7.01, including Exhibit 99.1, remains furnished and not filed.
Item 9.01 – Financial Statements and Exhibits
| Exhibit No. | Description |
| 10.1 | Shareholder Control Limitation and Standstill Agreement (furnished herewith) |
| 99.1 | Press Release dated May 7, 2026 (furnished herewith) |
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: May 7, 2026
Exhibit 10.1
SHAREHOLDER CONTROL LIMITATION AND STANDSTILL AGREEMENT
This Shareholder Control Limitation and Standstill Agreement (this "Agreement") is made as of May 7, 2026, by and between MineralRite Corporation, a Texas corporation (the "Company"), and Lloyd B. Hendricks, III, together with any "affiliate" of Mr. Hendricks as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Securities Exchange Act of 1934 (collectively, the "Shareholder").
| 1. | Purpose. The purpose of this Agreement is to ensure that the Shareholder shall not, under any circumstances, directly or indirectly, obtain or exercise control of the Company (as defined herein), except upon the occurrence of certain expressly defined Trigger Events. |
| 2. | Definitions. |
| 2.1 | "Voting Power" means the total number of votes entitled to be cast in the election of directors or on any matter submitted to stockholders, calculated on a fully diluted, as-converted basis, including all securities convertible into or exercisable for voting securities. The Threshold defined in Section 2.6 shall be calculated on a continuous basis after giving effect to all outstanding securities on a fully diluted, as-converted basis at the time of determination. |
| 2.2 | "Beneficial Ownership" shall have the meaning ascribed to such term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (17 C.F.R. § 240.13d-3), and shall be interpreted broadly to include direct and indirect ownership; ownership through affiliates, subsidiaries, nominees, and custodians; economic exposure (including through derivatives, swaps, or similar instruments); and securities subject to options, warrants, or conversion rights, whether or not exercised. |
| 2.3 | "Affiliate" shall have the meaning ascribed to such term in Rule 405 promulgated under the Securities Act of 1933 (17 C.F.R. § 230.405) and Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (17 C.F.R. § 240.12b-2), and includes any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Shareholder. |
| 2.4 | "Group" means any "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and Rule 13d-5 promulgated thereunder (17 C.F.R. § 240.13d-5), |
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including any two or more persons who agree to act together for the purpose of acquiring, holding, voting, or disposing of equity securities of the Company.
| 2.5 | "Control" means the possession, directly or indirectly, of the power to: (a) vote or direct the voting of securities representing more than 45% of Voting Power; (b) elect or designate a majority of the Board of Directors; or (c) direct the management or policies of the Company by contract or otherwise. |
| 2.6 | "Threshold" means 45% of the Company’s Voting Power. |
| 2.7 | "Trigger Event" means any of the following: (a) a third party (other than the Shareholder) acquires Control of the Company; (b) a merger, consolidation, or sale of substantially all assets approved by the Board; (c) a bona fide tender offer (within the meaning of Regulation 14D promulgated under the Securities Exchange Act of 1934, 17 C.F.R. §§ 240.14d-1 et seq.) for control of the Company, or a bona fide proxy contest publicly commenced by a third party in accordance with Regulation 14A promulgated under the Securities Exchange Act of 1934 (17 C.F.R. §§ 240.14a-1 et seq.) seeking to elect persons constituting a majority of the Board of Directors of the Company; (d) a board-approved financing or restructuring requiring a change in control; (e) any legal or regulatory requirement necessitating removal of these restrictions; or (f) the written waiver of this Agreement by the Company’s Board of Directors. |
| 3. | Absolute Control Limitation. Notwithstanding anything to the contrary, the Shareholder shall not, at any time, directly or indirectly, exercise Voting Power in excess of the Threshold. This limitation applies regardless of ownership percentage, regardless of intent, and regardless of how such Voting Power arises. For the avoidance of doubt, the foregoing limitation on Voting Power is intended solely to restrict the exercise of voting rights for purposes of this Agreement and shall not be construed to reduce the Shareholder's "beneficial ownership" of securities for purposes of any reporting obligation under the Securities Exchange Act of 1934, including without limitation Section 13(d) and Section 16 thereof, all of which shall be determined solely in accordance with applicable federal securities law. |
| 4. | Automatic Cutback Mechanism. To the extent the Shareholder would otherwise possess Voting Power in excess of the Threshold, such excess Voting Power (the "Excess Voting Power") shall, without any action required by the Company or the Shareholder, be automatically reduced and of no force or effect for voting purposes. The Shareholder shall be |
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deemed to hold and be entitled to cast only such number of votes as equals the Threshold, and the Excess Voting Power shall be sterilized in accordance with Section 10.
| 5. | Application to All Securities. This Agreement applies to all securities of the Company, including common stock, preferred stock (including all series), warrants, options, convertible debt or equity, and any derivative or synthetic instrument, in each case whether presently owned or acquired by the Shareholder at any time in the future. The limitations set forth herein are intended to run with and bind all such securities. |
| 6. | Exercise and Conversion Limitations. In the event the Shareholder shall (a) exercise any warrant, option, or other conversion right; (b) convert any security; or (c) acquire additional securities, then to the extent any securities resulting from such exercise, conversion, or acquisition would cause the Shareholder’s Voting Power to exceed the Threshold, those securities shall automatically be subject to this Agreement. |
| 7. | Aggregation Rules. For purposes of this Agreement, Voting Power shall be aggregated across the Shareholder, all Affiliates of the Shareholder, any Group of which the Shareholder is a member, and any other persons acting in concert with the Shareholder. |
| 8. | Anti-Circumvention. The Shareholder shall not (a) transfer securities to evade this Agreement, (b) structure transactions to avoid aggregation, or (c) use nominees or intermediaries to circumvent the limitations set forth herein. Any such actions shall be disregarded and aggregated for purposes of this Agreement, and any resulting Voting Power shall remain subject to the limitations herein. |
| 9. | Board and Management Limitations. The Shareholder shall not (a) nominate or elect directors in a manner that would result in Board control, (b) exercise rights to appoint officers in a manner that would result in Control, or (c) enter into agreements conferring control rights that would result in Control. The Shareholder shall not take any action inconsistent with the limitations set forth herein, and any such action shall be null and void. |
| 10. | Vote Sterilization. |
| 10.1 | Sterilization Covenant. To ensure the effectiveness of the limitations set forth in Sections 3 and 4, the Shareholder agrees that, with respect to all Excess Voting Power held at any time directly or indirectly by the Shareholder: (a) the Shareholder shall not vote, attempt to vote, deliver any written consent with respect to, or otherwise exercise any voting rights with respect to such Excess Voting Power on any matter submitted to or acted |
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upon by the holders of the Company’s voting securities, whether at any annual or special meeting of stockholders, by written consent in lieu of a meeting, or otherwise; (b) the Shareholder shall not grant any proxy, power of attorney, or other authorization to any person to vote, attempt to vote, or otherwise exercise any voting rights with respect to such Excess Voting Power; and (c) the Shareholder shall not cause or permit such Excess Voting Power to be counted as present, in person or by proxy, for purposes of determining whether a quorum exists at any meeting of stockholders, except to the extent counting such Excess Voting Power toward quorum is required by applicable law and cannot be waived by the Shareholder.
| 10.2 | Nullity of Purported Action. Any purported vote, consent, or other exercise of voting rights by the Shareholder, or by any person purporting to act on behalf of the Shareholder, with respect to any Excess Voting Power shall be null, void, and of no force or effect ab initio. The Company shall be entitled to direct its corporate secretary, inspector of elections, transfer agent, and any other person responsible for receiving or tabulating votes or consents to disregard any such purported vote, consent, or exercise. |
| 10.3 | Authorization to Notify Tabulating Persons. The Shareholder hereby authorizes the Company to (a) deliver a copy of this Agreement, or a written notice summarizing the limitations set forth herein, to the Company’s corporate secretary, inspector of elections, transfer agent, and any other person responsible for receiving or tabulating votes or consents; and (b) instruct any such person to give effect to the limitations set forth in this Agreement, including by disregarding any purported vote, consent, or exercise of voting rights with respect to any Excess Voting Power. |
| 10.4 | No Voting Authority Conferred on the Company. Nothing in this Section 10 shall be construed to grant to the Company, or to any other person, the right or authority to vote, consent, or otherwise exercise any voting rights with respect to the Excess Voting Power, or to authorize any action inconsistent with applicable federal securities laws, including without limitation Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A promulgated thereunder. The mechanism set forth in this Section 10 is intended solely to render the Excess Voting Power non-voting and to provide for its disregard at tabulation, and not to confer voting power on the Company. |
| 10.5 | Further Assurances. The Shareholder agrees to take all actions and execute all documents reasonably requested by the Company to further effectuate the intent of this Section 10, including (a) delivering revocations of any conflicting proxies or voting |
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authorizations previously granted with respect to any Excess Voting Power, (b) providing written instructions to nominees, custodians, brokers, and other intermediaries holding securities on the Shareholder’s behalf to give effect to the limitations set forth herein, and (c) reasonably cooperating with the Company in providing notice to tabulating persons in advance of any meeting of stockholders or solicitation of written consents.
| 11. | Override of Other Rights; Designation Deference. Notwithstanding anything to the contrary contained in any Certificate of Designation, certificate of incorporation, warrant, option agreement, convertible instrument, shareholder agreement, or any other governing or contractual document (collectively, "Governing Instruments"), the Shareholder hereby irrevocably agrees that all voting, conversion, exercise, and other control-related rights granted thereunder shall be subject to and limited by this Agreement. To the extent any provision of any Governing Instrument would otherwise grant the Shareholder Voting Power or other control rights in excess of the Threshold, the Shareholder agrees that such rights shall not be exercised except in compliance with this Agreement and shall be automatically reduced, disregarded, and rendered ineffective to the extent necessary to comply herewith. The provisions of this Section are intended to operate as a binding limitation on the exercise of rights, and not as an amendment to any Governing Instrument. |
| 12. | No Restriction on Sale of Shares. This Agreement does not restrict the sale or transfer of any securities of the Company by the Shareholder made in compliance with applicable federal and state securities laws, including without limitation pursuant to Rule 144 promulgated under the Securities Act of 1933 (17 C.F.R. § 230.144), pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to any other available exemption from registration thereunder. |
| 13. | Automatic Termination upon Trigger Event. Upon the occurrence of a Trigger Event, (a) all restrictions, limitations, and obligations under this Agreement, including without limitation the provisions of Sections 3 through 11, and (b) the vote sterilization set forth in Section 10, shall immediately and automatically terminate, without further action by any party, and the Shareholder shall thereafter be entitled to exercise full Voting Power and all other rights associated with the Shareholder’s securities; provided, however, that the termination of this Agreement shall not relieve the Shareholder of any obligation to comply with applicable federal securities laws, including without limitation the reporting and short-swing profit recapture provisions of Section 16 of the Securities Exchange Act of 1934, to the extent applicable to the Shareholder at the time of or following such termination. |
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| 14. | No Group Formation. Nothing in this Agreement shall be deemed to create a Group, imply coordinated action between the parties, or confer joint control over the Company. |
| 15. | No Waiver by Conduct. Failure to enforce any provision of this Agreement shall not constitute a waiver thereof. |
| 16. | Remedies. The Company shall be entitled to injunctive relief, specific performance, and any other equitable remedies in connection with any breach or threatened breach of this Agreement. The parties acknowledge that a breach of this Agreement would cause irreparable harm, and the Shareholder agrees that the Company shall be entitled to equitable relief without the requirement to post bond. |
| 17. | Securities Law Compliance; Regulatory Filings. (a) The Shareholder shall be solely responsible for determining and complying with any reporting obligations applicable to the Shareholder under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules promulgated thereunder (including, as applicable, Schedule 13D and Schedule 13G). The Shareholder acknowledges that the existence of this Agreement, including the Trigger Event provisions of Section 2.7 and the termination provisions of Section 13, may affect the Shareholder's eligibility to report on Schedule 13G as a "passive investor" under Rule 13d-1(b) or (c) (17 C.F.R. 240.13d-1(b), (c)), and that the Shareholder should obtain independent legal advice regarding such eligibility. The Shareholder further acknowledges that the termination of this Agreement upon a Trigger Event may constitute a change in the Shareholder's intentions that requires prompt conversion from Schedule 13G to Schedule 13D in accordance with Rule 13d-1(e) (17 C.F.R. 240.13d-1(e)). The Shareholder shall also comply, if applicable, with Section 16 of the Securities Exchange Act of 1934 and the rules promulgated thereunder (including Forms 3, 4, and 5). (b) The Company shall be solely responsible for determining and complying with any reporting obligations applicable to the Company, including the disclosure of this Agreement and the filing of this Agreement as an exhibit to the Company’s reports filed with the U.S. Securities and Exchange Commission. The Company acknowledges that this Agreement is likely to constitute a "material contract" required to be filed as an exhibit pursuant to Item 601(b)(10) of Regulation S-K (17 C.F.R. § 229.601(b)(10)), and shall make such filing promptly upon the Company's next required Exchange Act report, unless the Company's legal counsel determines in writing that such filing is not required under applicable law. (c) Each party shall reasonably cooperate with the other party in connection with any filings, disclosures, or notices required to be made under federal or state securities laws by reason of this Agreement or the transactions contemplated hereby, including by providing such |
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information regarding such party’s ownership and intentions as may be required to be disclosed therein. Nothing in this Agreement shall be construed to (i) require either party to make any filing or disclosure that is not otherwise required by applicable law, or (ii) relieve either party of any filing or disclosure obligation that is required by applicable law.
| 18. | Anti-Fraud and Anti-Manipulation Compliance. Each party acknowledges and agrees that, in connection with this Agreement and any transaction in securities of the Company, such party shall comply with all applicable provisions of the federal securities laws prohibiting fraud and manipulation, including without limitation Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder (17 C.F.R. § 240.10b-5), Section 9 of the Securities Exchange Act of 1934, and Section 17(a) of the Securities Act of 1933. The Shareholder acknowledges that, to the extent the Shareholder is in possession of material non-public information regarding the Company, the Shareholder shall not, and shall cause the Shareholder’s Affiliates not to, purchase or sell any securities of the Company, or communicate such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of the Company, in each case in violation of the federal securities laws. The Shareholder acknowledges that transactions in the Company's securities conducted pursuant to a written trading plan that satisfies the conditions of Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934 (17 C.F.R. 240.10b5-1(c)) may provide an affirmative defense to liability under Rule 10b-5, subject to applicable conditions, and the Shareholder agrees to notify the Company prior to adopting, modifying, or terminating any such plan. No party makes any representation or warranty as to the absence of material non-public information, and each party shall be solely responsible for its own determination as to whether any contemplated transaction in securities of the Company is permissible under applicable federal securities laws. |
| 19. | No Waiver of Securities Laws. Notwithstanding any other provision of this Agreement, no provision hereof shall be construed to constitute a waiver, by any party, of compliance with any provision of the Securities Act of 1933, the Securities Exchange Act of 1934, or any rule or regulation promulgated thereunder. Any provision of this Agreement that would, in the absence of this Section 19, be construed as such a waiver shall be deemed void to the extent of such waiver, in accordance with Section 29(a) of the Securities Exchange Act of 1934 (15 U.S.C. § 78cc(a)) and Section 14 of the Securities Act of 1933 (15 U.S.C. § 77n). In the event of any conflict between any provision of this Agreement and any provision of the federal securities laws applicable to the parties or the matters addressed herein, the federal securities laws shall control, and the relevant provision of this Agreement shall be deemed modified to |
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the minimum extent necessary to comply therewith without otherwise affecting the validity or enforceability of the remaining provisions of this Agreement.
| 20. | Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to its conflicts of laws principles; provided, however, that nothing in this Agreement shall be construed to limit, supersede, or be governed in lieu of, the federal securities laws of the United States, including without limitation the Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, all of which shall apply to the extent applicable to the parties and to the matters addressed herein. To the extent any provision of this Agreement would, in the absence of this proviso, conflict with any such federal securities law, such federal law shall control. |
| 21. | Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral, relating to such subject matter. |
| 22. | Amendment. This Agreement may only be amended in a writing signed by both parties. |
| 23. | Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable while preserving the parties’ original intent. |
IN WITNESS WHEREOF, the Parties have executed this Shareholder Control Limitation and Standstill Agreement as of the Effective Date first written above.
MINERALRITE CORPORATION:
/s/ James Burgauer
President, MineralRite Corporation
May 7, 2026
LLOYD B. HENDRICKS, III (Personally):
/s/ Lloyd B. Hendricks, III
May 7, 2026
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
MineralRite Corporation Acknowledges Private Transfer of Its Securities and Implementation of Governance Safeguards
DALLAS, TX — May 7, 2026 — MineralRite Corporation (OTCID: RITE) (“MineralRite” or the “Company”) today announced that it has been informed of a privately negotiated transaction in which Abstract Concepts 1618 LLC (“Abstract”) has agreed to acquire from NMC, Inc., 6.9 million shares of Series NMC $25 Convertible Preferred Stock and 6.9 million associated warrants, together with all rights, preferences, and obligations associated therewith, including sinking fund provisions and conversion rights.
The Company is not a party to this transaction, which represents a private transaction between existing securityholders, and no new securities are being issued by MineralRite in connection with this transaction. Abstract is expected to file a Schedule 13D with the Securities and Exchange Commission reflecting its beneficial ownership following completion of the transaction, as required under Section 13(d) of the Securities Exchange Act of 1934.
The specific economic terms of the transaction were privately negotiated between the parties and have not been publicly disclosed.
Ownership on an As-Converted Basis
Following completion of the transaction, Abstract Concepts 1618 LLC is expected to beneficially own or control approximately 37% of the Company’s common stock on an as-converted basis, giving effect to the conversion of the securities acquired in the transaction
This ownership consists of approximately 8.5% currently held and an additional approximately 26.5% associated with the acquired securities.
In addition, Abstract, through its role as manager of Commodity Capital Advisors LLC, has voting and investment authority over approximately 2.4% of MineralRite’s outstanding common stock. Abstract and its affiliates also hold certain options and warrants which, if exercised, could result in additional ownership.
James Burgauer, the MineralRite’s President, controls approximately 23% of the Company’s total voting power, taking into account the voting rights of his holdings.
Governance Safeguards
In connection with the transaction, MineralRite and Abstract have entered into a Shareholder Control Limitation and Standstill Agreement designed to ensure that significant ownership does not translate into control.
Under the agreement:
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| • | Abstract’s voting power is capped at 45% of the Company’s total voting power on a fully diluted basis. Based on Abstract's expected post-transaction holdings and current securities, this cap is expected to be a binding constraint on Abstract's voting power. |
| • | Abstract is prohibited from obtaining control of the Company, including through board representation, management influence, or coordinated actions. |
| • | Any voting power in excess of the 45% cap is automatically deemed to be non-voting and disregarded. |
| • | The limitations apply to all securities currently held or subsequently acquired, including preferred stock, common stock, warrants, options, conversion rights, and any other instruments that may provide voting power. |
These provisions are intended to preserve the Company’s governance structure and ensure that control of the MineralRite remains with its Board of Directors and management.
Investor Context
Abstract Concepts 1618 LLC is controlled by Lloyd B. Hendricks III, a longstanding business associate of James Burgauer. Abstract and Mr. Hendricks currently provide consulting services to the Company pursuant to existing arrangements and receive compensation for such services. No director or officer of MineralRite has any direct financial interest in the transaction between Abstract and NMC, Inc.
Mr. Hendricks is participating in the transaction as an investor. MineralRite notes that Abstract has familiarity with its operations and strategic direction through its existing consulting engagement, and the Shareholder Control Limitation and Standstill Agreement is designed to preserve the continued independence of the Company’s governance and management.
Management Commentary
“We are pleased to see this acquisition of our securities by Abstract, which reflects familiarity with and confidence in the Company’s operations and strategy,” said James Burgauer, President of MineralRite Corporation. “Abstract’s knowledge of the Company, combined with its industry experience, relationships, and consulting engagement, may provide a source of valuable perspective and alignment, while the standstill agreement is designed to preserve the independence of governance and management."
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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
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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: [email protected]
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. Forward-Looking Statements: Certain information set forth in this communication contains "forward-looking statements" within the meaning of applicable U.S. federal securities laws. Because MineralRite Corporation's common stock is "penny stock" as defined under Section 3(a)(51) of the Securities Exchange Act of 1934, the statutory safe harbor for forward-looking statements under Section 21E of the Exchange Act does not apply. Investors are cautioned that forward-looking statements are subject to known and unknown risks and uncertainties and are based on management's reasonable assumptions, which may prove incorrect. The Company relies on the common-law "bespeaks caution" doctrine and the meaningful cautionary language set forth herein in making forward-looking statements. Forward-Looking Statements: Certain information set forth in this communication contains "forward-looking statements" within the meaning of applicable U.S. federal securities laws. Because MineralRite Corporation's common stock is "penny stock" as defined under Section 3(a)(51) of the Securities Exchange Act of 1934, the statutory safe harbor for forward-looking statements under Section 21E of the Exchange Act does not apply. Investors are cautioned that forward-looking statements are subject to known and unknown risks and uncertainties and are based on management's reasonable assumptions, which may prove incorrect. The Company relies on the common-law "bespeaks caution" doctrine and the meaningful cautionary language set forth herein in making forward-looking statements. Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, (i) statements regarding the expected effects of the transaction described herein on the Company's ownership structure and governance; (ii) statements regarding the expected benefits of the Shareholder Control Limitation and Standstill Agreement; (iii) statements regarding Abstract's expected beneficial ownership following completion of the transaction; (iv) statements regarding the continued independence of the Company's governance and management; (v) the expected development of the Company's business, projects, and joint ventures; (vi) future liquidity, working capital, and capital requirements; and (vii) the Company's ability to maintain or renew future leases and permits necessary to advance its projects. 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. 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) risks associated with maintaining compliance with the terms of the Company's mineral lease with the Arizona State Land Department, including the potential for future renewal, operational, or permitting requirements; (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
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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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