FORMATION MINERALS, INC.

On February 18, 2025 OTC Markets moved the company to the Expert Market because its quarterly report for the period ended October 31, 2024 was not filed by the February 14 deadline. The company filed the report the same day, which moved it to OTC Pink, and says it has applied to return to the OTCQB, with compliance expected in about 30 days. This follows the late-filing notice of December 2024. Whether the OTCQB return happens is not yet known.

listing compliance notice

On January 14, 2025 the company signed a deal with an unnamed investor to buy up to $1.0 million of common stock at the company's option through December 31, 2025, at 75% of the lowest traded price over the prior five business days. The investor also got a five-year warrant (expiring January 14, 2030) worth 50% of the commitment, priced off a $5,000,000 company valuation. A resale registration statement was due by January 24, 2025, and the filing says about 6,653,359 shares would be issuable at $0.037575. Enclave Capital gets an 8.0% cash fee on each closing. This is a second share-sale line, running alongside the GHS $10 million line from December 31, 2024.

capital raising announcement

On December 31, 2024 the company signed an equity line with GHS Investments (the same investor behind its 2024 Class B preferred financing), under which GHS is committed to buy up to $10.0 million of common stock at the company's choice over 24 months, at 80% of market price. The company must also issue 1,000,000 incentive shares at the first purchase and file a resale registration statement within 30 days; nothing can be sold until the SEC declares it effective. The filing says up to 379,787,879 shares could be issuable at $0.2648 per share, so full use would mean heavy dilution (inference). GHS is capped at 4.99% ownership, and the company can end the deal on 45 days' notice.

capital raising announcement

On October 4, 2024 the company issued 3,231,975 common shares at $0.04 each to certain stockholders in exchange for $129,279 of loans and advances they had made. This includes 2,501,250 shares to Sze Tang (Albert) Li for $100,050 of loans, taking him to 31.59% of the common stock, and 366,250 shares to Horizon Private Fund (Tsz King Chan) for $14,650, leaving him at about 15.86%. The debt is wiped out but existing holders are diluted, and the largest holders (Li, who also got 23,110,000 shares at the merger) hold more.

capital raising announcement

On August 15, 2024 the company took a second loan from 1800 Diagonal Lending: a $98,400 note for $82,000 (after a $16,400 discount), plus $7,000 of Diagonal's expenses reimbursed by the company. It carries $14,760 one-time interest, is repaid in five monthly payments from February 15, 2025 totalling $113,160, and matures June 15, 2025. After an event of default Diagonal can convert the debt to stock at 35% below the lowest trading price of the prior ten days (4.99% ownership cap), which could dilute shareholders. This follows the May 2024 Diagonal note.

capital raising announcement

On June 27, 2024 the company agreed to buy oil, gas and other hydrocarbon rights under certain leases from an unnamed private seller for $220,000 cash. The deal is conditioned on getting adequate financing (the company says it is still working to secure it), is expected to close around July 26, 2024 or up to 90 days from June 27, and the company is entitled to production cash flow from July 1, 2024. This is the first purchase of such interests after the May 2024 sale of royalty interests for $140,000; the filing does not say where the property is or what it produces.

material agreement

On June 10, 2024 the company agreed to sell up to 250 shares of Class B convertible preferred stock to GHS Investments at $1,000 each, for up to $250,000 in total, for general working capital. 50 shares were sold at the first closing for $50,000, and GHS also received 100 Class B preferred shares as an incentive; up to 200 more can be bought within a year, subject to conditions (including a common stock closing price above $0.01 for 30 trading days and an effective resale registration statement). Icon Capital Group is placement agent at a 2.0% fee ($1,000 paid on the first closing). A June 12 certificate of correction fixed typographical errors in the Class B preferred designation. The Class B preferred is convertible into common, so this adds potential dilution; this is the private placement notice filed on June 3 (inference).

capital raising announcement

On May 14, 2024 the company borrowed from 1800 Diagonal Lending LLC through a $123,050 note, receiving $107,000 after a $16,050 discount, for general working capital. It repays $137,816 in ten monthly payments of $13,781.60 from June 15, 2024, maturing March 15, 2025. After a default, Diagonal can convert the debt into common stock at a 35% discount to the lowest trading price over the prior ten days, which could dilute shareholders. This is the company's first reported debt since the merger, which previously showed none.

capital raising announcement

The Verde merger closed on May 9, 2024, after the S-4 was declared effective on April 10, 2024. Verde holders received SSTC shares at about 300.47 Verde shares per SSTC share (Series C at 0.15 per Class B preferred), and an SSTC warrant for up to 210,195 shares at $0.75 replaced Verde's warrant. The company also issued 5,000,000 shares to Spartan and 23,110,000 to advisor Li Sze Tang, increased authorized shares to 2,000,000,000 with up to 150,000,000 blank-check preferred, and renamed itself Formation Minerals, Inc. James Hiza resigned and Scott Cox became sole director, President, CEO and CFO at $250,000 a year. This completes the merger thread; existing holders keep their shares but are diluted (the filing does not give a final percentage).

asset acquisition disposition

The company filed Amendment No. 1 to its S-4 for the Verde merger, now filling in details that were blank in the March draft. Verde common holders get one SSTC share per 300 Verde shares; SSTC expects to issue about 6,917,770 common shares, 1,664 Class A preferred and 5,345 Class B preferred. Existing SSTC holders are estimated to own about 32.71% of the voting power after the merger and Verde holders about 68.29%, with both special meetings set for May 9, 2024. This resolves the blank ownership split and meeting dates from the March draft and confirms substantial dilution of existing SSTC holders.

business combination

The company filed the preliminary S-4 joint proxy statement/prospectus for the Verde merger. Verde common holders would get one SSTC common share per Verde share, with Verde preferred holders getting SSTC Class A and Class B preferred shares, based on a $0.75 SSTC share price. SSTC holders will vote on raising authorized shares to 2,000,000,000, authorizing up to 150,000,000 blank-check preferred shares, and renaming the company Formation Minerals, Inc. Ownership percentages, meeting dates and share counts are blank in this draft. Existing SSTC holders face dilution from the share issuance (inference), but the size is not stated in the excerpt.

business combination

On February 6, 2024, the company, Verde and Spartan Capital Securities signed a side letter on shares owed to Spartan for services to Verde: 5,000,000 shares, or 5.1% fully diluted, at closing, with a top-up to 4.0% of outstanding shares if an uplisting leaves Spartan below that. On February 8, 2024 the merger agreement was amended to clarify that the Spartan shares are common stock and to push the outside termination date from February 1, 2024 to June 30, 2024. Other terms are unchanged, and the filing says the company intends to file a Form S-4.

business combination

On December 11, 2023, Sensasure and its subsidiary Formation Minerals Inc. (the merger vehicle) signed a merger agreement with Verde Bio Holdings, the company it had contracted with in October. Verde would merge into Formation Minerals, and Verde's shareholders would receive Sensasure shares at exchange ratios set in the agreement (the excerpt does not give them). Closing depends on conditions including Verde shareholder approval, SEC effectiveness of the proxy/registration statement, issuing 23,110,000 restricted shares to an advisor, a charter amendment adding authorized shares and blank-check preferred, and Nasdaq listing approval. The board after closing would have up to five members, at least two chosen by Verde. This follows from the October contractor agreement and the shift to energy.

business combination

Sensasure said its business of commercializing exhale breath technology patents is no longer feasible given its financial condition, citing difficulty raising capital, the cost of maintaining the patents and delays finding commercialization partners. It plans to start an energy and energy-related business segment effective October 31, 2023, and to wind up its Swedish subsidiary Sensabues AB. On October 30, 2023 it signed a three-month contractor agreement with Verde Bio Holdings, Inc. to study feasibility and build commercial relationships in energy, for $100,000 in cash or the equivalent in restricted shares.

material agreement