BLUSKY AI INC.

BluSky AI acquired the assignment of a 9.3 megawatt solar/grid-interconnected power commitment (at $0.068/kWh) for a planned data-center project in Milford, Beaver County, Utah, from Digital Asset Management, LLC, paying 20,000,000 shares -- and separately signed a two-year ground lease (with purchase option) for 51.6 acres at the site from Wild Mustang Ventures LLC. This defines BluSky AI's new business: AI/data-center power infrastructure.

material agreement

The company executed a 1-for-1,000 reverse stock split and renamed itself BLUSKY AI, INC. (new ticker BSAI) -- a clean break from the Inception Mining identity and its mining/toxic-debt history, positioning for a new business direction.

security holder rights change

Inception Mining converted years of accrued insider debt into stock in a single sweep -- issuing hundreds of millions of shares to CEO Trent D'Ambrosio (485.4 million shares for $1.699 million owed), Legends Capital Group (204.3 million for $715,000), the L W Briggs Irrevocable Trust (314.6 million for $1.101 million), and several smaller family/insider holders -- cleaning up the balance sheet at the cost of extreme dilution, right after exiting the Clavo Rico mine.

capital raising announcement

Inception Mining sold its Honduran subsidiary Compania Minera Cerros Del Sur (which owns the Clavo Rico mine) to Mother Lode Mining, Inc. -- exiting mining entirely after nearly a decade. Consideration included roughly $2.7 million already paid to cover Inception's existing debts plus $2.7 million more over 24 months, with Inception retaining a 10% NSR as security on missed payments and a 5% net-profits royalty capped at $1 million.

asset acquisition disposition

Inception Mining fully resolved the Antilles/Discover Growth Fund note dispute by paying Antilles $1.2 million cash, discharging the note and all related claims and ending the federal litigation -- trading a fixed cash payment for what could otherwise have been open-ended, massive dilution under the June 2022 settlement's share-reserve terms.

material agreement

Inception Mining settled a federal lawsuit (D. Del., filed Dec 2021) brought by Antilles Family Office, LLC -- which had acquired the 2019 Discover Growth Fund note -- alleging breach of the note and a subsequent forbearance agreement after Inception stopped making required payments in 2021. The settlement required reserving up to 10 billion shares for note conversion, with 541,449,789 shares to be reserved immediately -- an extraordinary potential dilution.

material agreement

A second restatement, this time of Q2/Q3 2020, again tied to the 2019 convertible note -- revised principal payments, accrued interest, and derivative-liability valuations.

financial restatement

Inception Mining restated its Q2/Q3 2019 and full-year 2019 financial statements after determining the valuation method used for the 2019 convertible note's derivative liability was inadequate -- the note's complexity was already causing accounting problems within a year of issuance.

financial restatement

Inception Mining took on a much larger toxic note -- a $4.25 million face-value Senior Secured Redeemable Convertible Note (for $3 million cash) plus warrants for 9,250,000 shares, from an investor later identified as Discover Growth Fund, LLC -- convertible at a steep discount to the five lowest recent trading prices, with the discount worsening further on each contractual 'Trigger Event.' This note would go on to trigger two financial restatements and federal litigation.

material agreement

The Clavo Rico merger closed: 240,225,901 shares issued to Clavo Rico's former shareholders and roughly $8.88 million of Clavo Rico's promissory notes assumed, making the Honduran gold operation Inception Mining's core business. Officers and directors also received compensation shares for closing the deal, after some earlier officer/director shares were retired per the merger terms.

business combination

The February 2015 Clavo Rico stock-exchange deal was terminated and replaced with a larger merger structure -- Clavo Rico shareholders would now receive 240,225,901 shares (versus the original 66.4 million) via a new merger subsidiary, CR Acquisition Corporation -- a substantially bigger dilution for the same underlying Honduran gold asset.

business combination

Inception Mining agreed to acquire 100% of Clavo Rico Ltd, which processes a historical tailings body and several open-pit gold ore bodies in Honduras (workings dating back to Mayan and Spanish-era mining), in exchange for 66,391,160 shares -- contingent on Inception first raising $11 million. This would become the company's flagship asset for the next decade.

material agreement

A second toxic convertible note, $115,000 face value from Typenex Co-Investment, LLC, with the same 60%-of-lowest-price discount conversion mechanic and a ratcheting warrant -- the pattern continuing.

capital raising announcement

Inception Mining took on its first toxic convertible note -- $220,000 face value ($55,000 initial tranche) from Iconic Holdings, LLC, convertible at a steep discount (the lower of $0.45 or 60% of recent lowest trading prices) -- the start of a recurring pattern of death-spiral financing.

capital raising announcement

Inception Mining agreed to acquire mineral rights (gold, silver and other minerals) on 16,183 acres in Humboldt and Elko Counties, Nevada from Crawford Cattle Company LLC for $14.8 million, payable in 13,000,000 shares at $1.12 each, contingent on Crawford completing its own acquisition of the land and a three-month due diligence period -- a speculative, largely paper-financed deal.

material agreement

Gold American (now relocated to Murray, Utah) acquired the U.P. and Burlington Gold Mine from Inception Resources, LLC for 16,000,000 shares, assumption of $950,000 in promissory notes, and a 3% royalty -- ending its shell-company status, installing new management (CEO Michael Ahlin among others), and setting up the eventual rename to Inception Mining Inc.

business combination

Gold American terminated the Guadalupe option in Zacatecas, Mexico without exercising it -- the last of the three original exploration properties abandoned, leaving the company with no active mineral properties and setting up the 2013 shell reverse-merger that followed.

material agreement termination

A fourth ZUG draw -- 800,000 units at $0.25, just $200,000 gross -- at less than a quarter of the $1.10 price from ten months earlier, reflecting a badly deteriorated stock price.

capital raising announcement

Gold American terminated the La Escondida option in Sonora, Mexico without exercising it -- the first of its three 2010 exploration properties to be abandoned.

material agreement termination

Gold American optioned a 100% interest in gold mining concessions (La Escondida, ~178 hectares) in Sonora, Mexico for $765,000 in staged payments through December 2012, with a 1% royalty buyable out for $500,000 -- a third simultaneous exploration property alongside Guadalupe and Keeno Strike.

material agreement

Silver America signed a $7.5 million equity line with ZUG Financing Group S.A. (Nevis), letting the company draw up to $1 million at a time by selling units (a share plus half a warrant) priced at 90% of the recent volume-weighted average price, with warrants exercisable at 150% of that price -- a recurring dilutive financing facility the company would draw on repeatedly over the next year.

capital raising announcement

Silver America also optioned a 72% interest in 12 silver/gold mining claims (Keeno Strike) in Clark County, Nevada from four individual owners -- $272,000 cash, 2,000,000 shares, and $750,000 of exploration spending required by April 2012, with a further 3,000,000 shares issuable if drilling confirmed at least 10 million ounces of indicated silver or 500,000 ounces of gold.

capital raising announcement

Silver America, Inc. entered an option to earn a 90% interest in two silver mining concessions (Guadalupe) in Zacatecas, Mexico from Yale Resources Ltd -- committing to $900,000 in payments, 1,000,000 shares, and $2,000,000 of exploration spending through 2013, with Yale retaining 10% plus a 2% royalty if the earn-in completed.

capital raising announcement