Financial Obligation, Private Placement (Form 8-K)

On December 15, 2025, the Company entered into two loan agreements for total proceeds of $50,000, which will be utilized for general working capital. Under the terms of the loan agreements, the Company will issue a total of 100,000 common shares and repay the loans in full by June 30, 2026.

See Item 2.03 of this report.

The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 with respect to the issuance of these shares. The individuals who acquired these shares were sophisticated investors and were provided full information regarding the Company's business and operations. There was no general solicitation in connection with the offer or sale of these securities. The individuals who acquired these shares acquired them for their own accounts. The certificates representing these shares will bear a restricted legend which provides they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission or other form of remuneration was given to any person in connection with the issuance of these shares.