Stockholders’ deficit

3 Months Ended

Apr. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stockholders’ deficit

NOTE 5 – Stockholders’ deficit

Common Stock

Our common shares are all of the same class, are voting and entitle stockholders to receive dividends to the extent declared by the Board of Directors. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets.

On May 26, 2023, the Company entered into a twelve-month stock compensation and subscription agreement with an investor relations firm that includes the issuance of 978,300 shares of restricted common stock. Upon signing the agreement, the Company issued 978,300 shares of restricted common stock and will recognize the expense over the twelve-month service period. The shares of restricted common stock will be subject to a six-month hold period from the date of issuance. During the three months ended April 30, 2024 the Company recognized $12,229 of expense related to this agreement.

Subscription Receivable

On September 29, 2022, the Company granted 674,000 options to purchase shares of common stock to employees. The options expire ten years following issuance and have an exercise price of $0.15. The options vested upon issuance and have a total fair value of $104,226. On the same day, the Company issued note agreements to the employees totaling $101,100 and the employees exercised the 674,000 options. The notes bear interest of 3.15% per annum, are due on September 30, 2027, and were recorded as a subscription receivable.

On March 13, 2023, the Company granted 250,000 options to purchase shares of common stock to the Brett Gross, the Company’s prior CEO. The options expire ten years following issuance and have an exercise price of $0.067. The options vested upon issuance and have a total fair value of $16,750. On the same day, the Company issued a note agreement to the Mr. Gross totaling $16,750 and Mr. Gross exercised the 250,000 options. The note bears interest of 3.15% per annum, is due on March 15, 2028, and was recorded as a subscription receivable. On February 12, 2024, the Company signed an addendum to the January 31, 2023, promissory note to net the $16,750 subscription receivable with Mr. Gross and accrued interest of $480 with the promissory note.

As of April 30, 2024, and January 31, 2024, the subscription receivable was $101,100 and $117,850, respectively.

Stock Options

Qualified and non-qualified incentive stock options outstanding at April 30, 2024 are as follows:

	Number of options			Weighted average exercise price per share
Outstanding, January 31, 2024		2,808,760		$	0.83
Granted		30,000			0.05
Expired		–			–
Exercised		(75,000	)		0.05
Outstanding, April 30, 2024		2,763,760		$	0.85
Exercisable, April 30, 2024		2,287,508		$	0.96

These options had a weighted average remaining life of 9.55 years and have an aggregate intrinsic value of $549,484 as of April 30, 2024. The aggregate intrinsic value is calculated based on the stock price of $0.325 per share as of April 30, 2024.

On December 4, 2023, the Company entered into a letter of understanding with a geologist for services to be provided to the Company. As compensation, the Company will pay $4,000 per month and granted the geologist 10,000 options to purchase shares of common stock upon signing the agreement and monthly stock options to purchase 4,000 shares of common stock on a month-to-month basis. The options have a strike price equal to the closing price per share on the day the options are issued, vest upon issuance and expire in three years. During the three months ended April 30, 2024, the Company granted 30,000 options to purchase shares of common stock to geologist. The exercise price of the options ranges from $0.047 to $0.725. The total fair value of these option grants at issuance was $8,967. During the three months ended April 30, 2023, the Company recognized $8,967 of expense related to these options.

During the three months ended April 30, 2024 and 2023, we recognized $65,397 and $19,265 of compensation expense related to incentive and non-qualified stock options previously granted to officers, employees and consultants.

As of April 30, 2024, there was $150,480 of unrecognized share-based compensation for all share-based awards outstanding.