FORMATION MINERALS, INC.

3 July 2024material agreement● NeutralMajor

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.

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13 June 2024capital raising announcement▼ BadMajor

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).

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20 May 2024capital raising announcement▼ BadMajor

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.

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13 May 2024asset acquisition disposition● NeutralMajor

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).

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5 Apr 2024business combination▼ BadMajor

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.

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5 Mar 2024business combination● NeutralMajor

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.

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13 Feb 2024business combination● NeutralMajor

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.

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