MINERALRITE Corp

The property is held through a Common Variety Mineral Materials Lease issued by the Arizona State Land Department (“ASLD”) to Peeples, Inc., a wholly owned subsidiary of the Company. The lease has an effective date of May 2, 2023, and expires on May 1, 2043, representing a 20-year initial term. The lease is not renewable; however, continuation beyond the expiration date may occur through a discretionary extension approved by the Arizona State Land Commissioner for a period not to exceed ten years, or through the issuance of a new lease.

Under the terms of the lease, the Company is obligated to pay annual rent of approximately $8,386 and a minimum annual royalty of $24,000, payable regardless of production. The lease also provides for a royalty equal to eight percent of the applicable royalty base on the primary mineral commodity, identified as precious metals, including gold. Additional royalties are payable on other mineral materials removed from the property, and a three percent administrative fee applies to royalties.

The Company is required to maintain a reclamation bond in the amount of $70,000 and to carry specified insurance coverages, including general liability, umbrella, vehicle, workers’ compensation, and pollution liability insurance. The lease is subject to customary operational, environmental, reporting, and reclamation obligations applicable to Arizona State trust land mineral leases.

The lease continuation and compliance process was completed in January 2026, effective retroactively to May 2, 2023. During 2025, the Company spent approximately eleven months building upon the ongoing renewal work previously initiated by Peeples, culminating in the completion of bonding, insurance, and compliance requirements necessary to place the lease in full operational standing. Upon completion of these requirements, the reclamation bond and insurance were placed, and the site became fully accessible for planned technical work.

The Company has engaged a Qualified Person to conduct a multi-phase technical evaluation of the tailings and related mineral assets. Phase 1 consists of site inspection and technical analysis. Based on the results of Phase 1, the Qualified Person will determine the scope, drilling requirements, and cost estimates for Phase 2, which is expected to include preparation of a technical report under Regulation S-K 1300. As of the date of this report, no mineral resources or reserves have been established on the property under Regulation S-K 1300.

In addition to the Skull Valley tailings project, the Company holds two exploration-stage mineral leases through California Precious Metals LLC, a wholly owned subsidiary acquired on December 31, 2024. These leases are administered by the U.S. Bureau of Land Management and are currently in the evaluation stage. No compliant technical reports have been prepared for these properties, and they have not been assigned a book value pending technical review.

The Company expects to evaluate these properties under Regulation S-K 1300 to determine their technical and economic viability and to pursue monetization opportunities based on the results of those evaluations.

• Weather conditions, natural disasters or other environmental events could disrupt operations or delay project advancement.
• Our rights in certain mineral properties depend on maintaining leases and related rights, and any lapse could impair or eliminate value.
• Our Arizona and California properties are subject to site-specific regulatory, land-use, environmental and operational risks.
• Our projects may depend on the availability of adequate infrastructure, which may not be available or may be costly to obtain.
• We may depend on contractors, consultants and joint venture participants to advance our mineral projects.
• Our business is exposed to risks associated with equipment procurement, fabrication, design and deployment.
• Supply chain disruptions or shortages of equipment, materials or specialized components could delay or increase the cost of our operations.
• Our operations may face significant competition from larger and better-capitalized companies.
• Fluctuations in precious metal prices could materially adversely affect our assets, plans and prospects.
• Global economic conditions, geopolitical events and financial market disruptions could adversely affect commodity markets, financing conditions and demand for precious metals.
• Our planned precious-metals trading activities involve operational, compliance, settlement and counterparty risks.
• Our metals-related activities depend on relationships with refineries, logistics providers, financial institutions and commercial counterparties.
• We may be unable to secure favorable off-take, processing or commercialization arrangements.
• Margins in matched precious-metals transactions may be narrow and may not justify the risks undertaken.
• Rising costs of labor, energy, water, equipment and other inputs could materially adversely affect the economics of our projects.
• Our operations are subject to extensive environmental and other governmental regulation.
• We may be unable to obtain, maintain or renew permits, approvals, licenses, bonds and other authorizations required for our operations.
• Environmental laws may impose strict, joint and several liability on us, regardless of fault.
• Reclamation, restoration and closure obligations may be significant and may exceed our estimates.
• Actual or alleged environmental incidents could result in substantial liabilities and business interruption.
• Our insurance coverage may be insufficient to cover all risks associated with our operations.
• The valuation of the assets acquired in the NMC/Peeples transaction involves significant judgment, assumptions and estimation uncertainty.
• The valuation of our mineral assets relies on Level 3 fair value inputs that are inherently subjective.
• We may be required to record future impairment charges or other non-cash charges relating to mineral assets or acquired assets.
• The accounting treatment of the NMC/Peeples/CPM transaction could be scrutinized by regulators or challenged by third parties.
• Our financial statements and disclosures may continue to be affected by complex accounting, valuation and presentation issues.
• Our strategy to monetize mineral assets through royalties, structured arrangements, forward sales, joint ventures or leverage may not succeed and may expose us to additional risks.
• Future technical reports or qualified person reviews prepared under SEC Regulation S-K 1300 may not support our current expectations regarding our properties.
• The absence of currently disclosed mineral resources or reserves may make it more difficult to finance or commercialize our projects.
• Our capital structure is complex and could result in substantial dilution to holders of common stock.
• Holders of preferred stock may have rights senior to those of common stockholders.
• The securities issued in connection with the NMC transaction may create overhang, dilution, structural complexity and asset-level priority concerns.
• Future issuances of equity, preferred stock or convertible securities may further dilute existing stockholders.
• We may not be able to raise additional capital on acceptable terms.
• The Company may not have sufficient authorized shares of common stock to satisfy the full conversion of its outstanding convertible securities.
• Our common stock trades on the OTC market, which is generally characterized by lower liquidity and greater volatility than national securities exchanges.
• Our relatively small public float and limited trading volume may cause significant volatility in our stock price.
• Our securities may be subject to the risks associated with microcap and low-priced securities, including volatility and possible market manipulation.
• Penny stock rules may limit the trading market for our securities.
• Because of our limited trading market and public company profile, our stock price may not accurately reflect our business or asset values.
• We may receive little or no securities analyst coverage or institutional investor interest.
• We may face challenges maintaining effective internal control over financial reporting and disclosure controls and procedures.
• We may incur significant costs to comply with public company reporting, governance and internal control requirements.
• Cybersecurity incidents, data breaches, fraud or technology failures could disrupt our business.
• Our compliance policies and procedures may not prevent all legal, regulatory or commercial risks.
• Our corporate history includes multiple changes in business focus, control and structure, which may affect investor perception and execution.
• More than eight years ago, we suspended our SEC reporting obligations, and our reporting history may affect investor confidence.
• We may be subject to additional scrutiny because our financial reporting and business disclosures involve significant judgment and recent transition.
• Forward-looking statements are inherently uncertain and actual results may differ materially.
• Any of the foregoing risks, individually or in the aggregate, could materially adversely affect us.