10-12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

Mining Global, Inc.

(Exact name of registrant as specified in its charter)

Nevada	74-3249571
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

500 S Australian Avenue, West Palm Beach, FL 33401

(Address of principal executive offices)

(Registrant’s telephone number, including area code)     954-837-6833

Copies of all correspondence to:

Jonathan D. Leinwand, P.A.

Jonathan Leinwand, Esq.

18305 Biscayne Blvd., Suite 200

Aventura, FL 33160

(954) 903-7856

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock par value $.001

(Title of class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

TABLE OF CONTENTS

Item 1. Business	4
Item 1A. Risk Factors	6
Item 2. Results of Operations	13
Item 3. Properties	13
Item 4. Security Ownership of Certain Beneficial Owners and Management	14
Item 5. Directors and Executive Officers	15
Item 6. Executive Compensation	15
Item 7. Certain Relationships and Related Transactions, and Director Independence	16
Item 8. Legal Proceedings	16
Item 9. Market Price of Registrant’s Common Equity and Related Stockholder Matters	16
Item 10. Recent Sales of Unregistered Securities	17
Item 11. Description of Registrant’s Securities to be Registered	17
Item 12. Indemnification of Directors and Officers	18
Item 13. Financial Statements and Supplementary Data	19
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19
Item 15. Financial Statements and Exhibits	19
SIGNATURES	20

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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

Some of the statements contained in this registration statement on Form 10 of Mining Global, Inc. (hereinafter the “Company,” “MNGG,” “we,” “us” or “our”) discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. In this registration statement, forward-looking statements are generally identified by the words such as “anticipate,” “plan,” “believe,” “expect,” “estimate” and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. A reader should not place undue reliance on these forward-looking statements, which apply only as of the date of this registration statement. Important factors that may cause actual results to differ from projections include, for example:

● the success or failure of management’s efforts to implement the Company’s business plan;

● the ability of the Company to fund its operating expenses;

● the ability of the Company to compete with other companies that have a similar business plan;

● the effect of changing economic conditions impacting our plan of operation;

● the ability of the Company to meet the other risks as may be described in future filings with the SEC.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10 to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of our public disclosure practices.

Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes included in this Form 10.

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Item 1. Business

Business Overview

Mining Global, Inc. (the “Company”, “we” or “MNGG”) evaluates and acquires mining projects as well as companies focused on lithium, limestone, copper, silver, gold, iron, and other critical metals. The Company’s common stock is traded on OTC Markets’ Pink tier under the symbol MNGG. We incorporated in Nevada on November 20, 2006.

We are a natural resources company with an objective of acquiring, exploring or developing natural resource properties or natural resource companies in the United States as well as globally. In terms of properties the term “acquire” means the outright purchase of property or the lease, license, claim (whether patented or unpatented) or other use agreement which provides us the real property rights, other interests in land, including mining and surface rights, easements, and rights of way and options to conduct mining operations on real property. We may acquire companies that develop and operate mining properties either alone or with partners.

Furthermore, we are looking to acquire and develop rare earth and technology metals refining capabilities for establishing a secure and reliable supply chain for critical minerals. Our strategy is to target underfunded entities with a lack of knowledge in the mining sector, and or those with a lack of versed management.

Base metals are essential for building the infrastructure of the world economy.

• Iron ore is the most mined metal, as it is a critical component for the production of steel, which companies must use in bridges, buildings, and pipelines.

• Aluminum is the second most mined metal due to its importance for the aerospace and automotive sectors

• Copper completes the top three because of its ability to conduct electricity.

Demand for lithium is on the verge of exceeding the current rate of production of mining companies. By 2050, analysts predict that consumption may be up to 170% above currently known lithium reserves.

The Market

The global mining market size grew from $1.84 trillion in 2021 to $2.06 trillion in 2022 at a compound annual growth rate (CAGR) of 12.0%. With a compound annual growth rate (CAGR) of 6.1%, the worldwide mining industry increased from $2,022.6 billion in 2022 to $2,145.15 billion in 2023. At a CAGR of 6.7%, the mining industry is anticipated to reach $2,775.5 billion in 2027. Asia-Pacific was the largest region in the mining market in 2022. North America was the second largest region in the market. The regions covered in the mining market are Asia-Pacific, Western Europe, Eastern Europe, North America, South America, Middle East and Africa.¹

The global surface mining market was valued at USD $38.5 billion in 2020 and is expected to reach the value of US$54.18 billion by the end of 2031. The surface mining market size has grown steadily in recent years. It will grow from $28.39 billion in 2023 to $29.59 billion in 2024 at a compound annual growth rate (CAGR) of 4.2%.²

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¹ https://www.thebusinessresearchcompany.com/report/mining-global-market-report

² https://www.researchandmarkets.com/report/surface-mining

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The global base metal mining market size was projected to grow at a compound annual growth rate of four percent between 2021 and 2026. It was expected to increase from 338 billion U.S. dollars in 2020 to $428 billion U.S. dollars in 2026.

Competition

We operate in a highly competitive industry, competing with other mining, refining and exploration companies, and institutional and individual investors, which are actively seeking metal and mineral based exploration properties throughout the world together with the equipment, labor and materials required to exploit such properties. Many of our competitors have financial resources, staff and facilities substantially greater than ours. The principal area of competition is encountered in the financial ability to cost effectively acquire prime metal and minerals exploration prospects and then exploit such prospects. Competition for the acquisition of metal and minerals exploration properties is intense, with many properties available in a competitive bidding process in which we may lack technological information or expertise available to other bidders. Therefore, we may not be successful in acquiring or developing profitable properties in the face of this competition. No assurance can be given that a sufficient number of suitable metal and minerals exploration companies or properties will be available for acquisition and development.

Our competitors include:

Newmont Corporation

Newmont is the only gold producer listed in the S&P 500 Index. Its shares are traded on the New York Stock Exchange under the symbol “NEM”. They are primarily engaged in the exploration for and acquisition of gold properties, some of which may contain copper, silver, lead, zinc or other metals. They have significant operations and/or assets in the U.S., Canada, Mexico, Dominican Republic, Peru, Suriname, Argentina, Chile, Australia, and Ghana. In 2022, Newmont had sales of $11.9 billion with a net loss of $429 million. For the first nine months of 2023 they had sales of $7.8 billion and net income of $649 million.

Freeport-McMoRan Inc.

Freeport-McMoRan operates large, long-lived, geographically diverse assets with significant proven and probable mineral reserves of copper, gold, and molybdenum. They are one of the world’s largest publicly traded copper producers. Its shares are traded on the New York Stock Exchange under the symbol “FCX”. They had revenues of $22.7 billion in 2022 with net income of $3.4 billion.

NACCO Industries, Inc.

NACCO Industries, Inc. operates under three business segments: Coal Mining, which provides coal for power generation; North American Mining, works with producers of aggregates, activated carbon, lithium and other industrial minerals; and Minerals Management, which acquires and promotes the development of mineral interests. IN 2022 they had revenues of $241,719,000 with net income of $74,158,000.

Employees

We do not have any full-time employees. Simon Hackl is our President/Chief Executive Officer and Gunter Dornetshuber is our Chairman of the Board. These individuals are primarily responsible for all our day-to-day operations. Other services are provided by outsourcing, consultant, and special purpose contracts.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

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Government Regulation

Our intended minerals exploration or asset acquisition activities are, or will be, subject to extensive US and/or foreign laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances, and other matters. Minerals exploration is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations may impose substantial costs on us and will subject us to significant potential liabilities. Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations.

Federal and state governments have developed comprehensive mining regulatory schemes. U.S. mining law may originate from federal, state, and local laws, including constitutions, statutes, administrative regulations or ordinances, and judicial and administrative body common law.

Determining which level of government has jurisdiction over mining activities largely depends on surface and mineral ownership. A substantial amount of mining in the United States occurs on federal lands where the federal government owns both the surface and mineral estates. On these lands, federal law primarily governs mineral ownership, operations, and environmental compliance, with state and local governments having concurrent or independent authority over certain aspects of land mining projects (e.g., permitting, water rights and access authorizations). The U.S. Department of the Interior Bureau of Land Management (the “BLM”) and the U.S. Department of Agriculture Forest Service Regulation manage mining on federal lands. The BLM manages approximately 30% of the minerals located in the U.S. and one in every 10 acres of land in the U.S.

If the resource occurs on private land, estate ownership is a matter of state contract and real property law, but operations and environmental compliance are still regulated by applicable federal and state laws. Estate ownership on state-owned land is regulated by state law, and operations and environmental compliance are regulated by applicable federal and state laws, and in some cases local zoning ordinances.

Item 1A. Risk Factors

An investment in our common stock involves a high degree of risk. An investor should carefully consider the following risk factors and the other information in this registration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks.

We are an exploration stage company with a limited operating history, we currently do not operate any mines, and there is no assurance that we will ever produce minerals from any of our properties.

We are an exploration stage company, which means that we have no material property with reserves disclosed. We do not currently operate any mines, and we do not have any direct or indirect interest in any active mining operations. As a result, we have never produced revenue, and we have extremely limited operating history upon which to base estimates of future operating costs, capital expenditure needs, site remediation costs or other necessary investments. We have no experience in developing or operating a mine. We may never be able to develop and produce minerals from a commercially viable mineral property.

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Advancing our business plan will require significant capital and time, and successful commercial production from any mines will be subject to the additional risks associated with developing and establishing new mining operations and business enterprises including:

· completing feasibility studies to verify reserves and commercial viability, including the ability to find sufficient mineralization to support a commercial mining operation;

· obtaining the financial resources to fund further exploration, permitting and construction of infrastructure, mining, refining and other processing facilities and equipment;

· the availability of drilling and other mining and processing equipment;

· compliance with environmental and other governmental approval and permit requirements;

· potential opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent development activities;

· potential increases in exploration, construction, and operating costs due to changes in the cost of fuel, water, power, materials, and supplies;

· potential shortages of mineral processing, construction, and other facilities and related supplies; and

· potential shortages of properly trained and experienced exploration personnel, skilled labor and other personnel.

Accordingly, we may not be able to successfully complete our planned exploration activities, establish mining operations or profitably produce minerals at any of our current or future properties.

We intend to rely on joint ventures or other third-party contracts to conduct key aspects of our operations.

We intend to enter into and rely on joint ventures or other types of third-party contracts to develop certain of our mineral properties or for other key aspects of our operations. In that event, our operations will be subject to risks, some of which will be outside of our control, including, among others, risks relating to:

• negotiating agreements with such third parties on acceptable terms;

• the inability to replace a third party and its operating equipment in the event that we or the third party terminate the applicable agreement;

• reduced control over those aspects of our operations that are the responsibility of the joint venture partner or other third party;

• failure of a joint venture partner or other third party to perform under an agreement or disputes relative to performance under such agreement;

• interruption of operations or increased costs in the event that a joint venture partner or other third party ceases its business due to insolvency or other unforeseen events and our ability to replace the joint venture partner with a new partner on comparable and commercially reasonable terms;

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• failure of a joint venture partner or other third party to comply with legal and regulatory requirements; and

• problems of a joint venture partner or other third party with managing its workforce, including as a result of labor unrest, shortages, or other employment issues.

In addition, we may incur liability to third parties as a result of the actions of our joint venture partners or other third parties. The occurrence of one or more of these risks could increase our costs, and adversely affect our business, financial condition, results of operations and prospects.

We intend to operate internationally and will be exposed to political and social risks in the countries in which we have significant operations or interests.

We expect that a majority of our revenues will be generated by operations outside the United States, and we will be subject to significant risks inherent in resource extraction by foreign companies and contracts with government owned entities. Exploration, development, production and closure activities in many countries are potentially subject to heightened political and social risks that are beyond our control. These risks include the possible unilateral cancellation or forced re-negotiation of contracts, unfavorable changes in foreign laws and regulations, royalty and tax increases, claims by governmental entities or indigenous communities, expropriation or nationalization of property and other risks arising out of foreign sovereignty over areas in which our operations are conducted. The right to export silver and gold may depend on obtaining certain licenses and quotas, which could be delayed or denied at the discretion of the relevant regulatory authorities. In addition, our rights under local law may be less secure in countries where judicial systems are susceptible to manipulation and intimidation by government agencies, non-governmental organizations or civic groups.

Any of these developments could require us to curtail or terminate operations at our mines, incur significant costs to meet newly-imposed environmental or other standards, pay greater royalties or higher prices for labor or services and recognize higher taxes, which could materially and adversely affect our financial condition, results of operations and cash flows.

These risks may be higher in developing countries in which we may expand our exploration for and development of mineral deposits. Potential operations in these areas increase our exposure to risks of war, local economic conditions, political disruption, civil disturbance and governmental policies that may disrupt our operations.

Our operations outside the United States also expose us to economic and operational risks.

Our operations outside the United States also expose us to economic and operational risks. Local economic conditions can cause us to experience shortages of skilled workers and supplies, increase costs and adversely affect the security of operations. In addition, higher incidences of criminal activity and violence in the area of some of our foreign operations, including drug-cartel related violence in Mexico, could adversely affect our ability to operate in an optimal fashion and may impose greater risks of theft and greater risks as to property security. These conditions could lead to lower productivity and higher costs, which would adversely affect results of operations and cash flows.

Silver and gold mining involves significant production and operational risks.

Silver and gold mining involves significant production and operational risks, including those related to uncertain mineral exploration success, unexpected geological or mining conditions, the difficulty of development of new deposits, unfavorable climate conditions, equipment or service failures, current unavailability of or delays in installing and commissioning plants and equipment, import or customs delays and other general operating risks. Commencement of mining can reveal mineralization or geologic formations, including higher than expected content of other minerals that can be difficult to separate from silver, which can result in unexpectedly low recovery rates.

Problems also may arise due to the quality or failure of locally obtained equipment or interruptions to services (such as power, water, fuel or transport or processing capacity) or technical support, which could result in the failure to achieve expected target dates for exploration, or could cause production activities to require greater capital expenditure to achieve expected recoveries.

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Many of these production and operational risks are beyond our control. Delays in commencing successful mining activities at new or expanded mines, disruptions in production and low recovery rates could have adverse effects on our financial condition, results of operations and cash flows.

Our future growth will depend upon our ability to develop new mines, either through exploration or by acquisition from other mining companies.

Because mines have limited lives based on proven and probable ore reserves, an important element of our business strategy is the opportunistic acquisition of silver and gold mines, properties and businesses or interests therein. Our ability to achieve significant additional growth in revenues and cash flows will depend upon our success in further developing our existing properties and developing or acquiring new mining properties. Both strategies are inherently risky, and we cannot assure that we will be able to successfully compete in either the development of our existing or new mining properties or acquisitions of additional mining properties.

While it is our practice to engage independent mining consultants to assist in evaluating and making acquisitions, any mining properties or interests that we may acquire may not be developed profitably. If profitable when acquired, that profitability might not be sustained. In connection with any future acquisitions, we may incur indebtedness or issue equity securities, resulting in increased interest expense, or dilution of the percentage ownership of existing shareholders. We cannot predict the impact of future acquisitions on the price of our business or our common stock or that we would be able to obtain any necessary financing on acceptable terms. Unprofitable acquisitions, or additional indebtedness or issuances of securities in connection with such acquisitions, may negatively affect our results of operations.

The mining industry is highly competitive.

The mining industry is highly competitive. Much of our competition will come from larger and more established mining companies that have greater resources than us, including more executive management and administrative personnel, more qualified employees, newer and more efficient equipment, lower cost structures, greater liquidity and access to credit and other financial resources, more effective risk management policies and procedures, and greater financial resources allowing for a greater ability to explore and develop mining properties and withstand potential losses. As a result of such advantages, some of our competitors may be able to (i) respond more quickly to new laws, regulations or emerging technologies, (ii) devote greater resources to the operation, expansion or efficiency of their operations, and (iii) expend greater amounts of resources, including capital, in acquiring new and prospective mining properties. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties; and the resulting competitors or alliances may gain significant market share to our detriment. We may not be able to compete successfully against current and future competitors, and any such failure to compete successfully could have a material adverse effect on our business, financial condition, or results of operations.

Mineral exploration and development inherently involves significant and irreducible financial risks. We may suffer from the failure to find and develop profitable mines.

The exploration for and development of mineral deposits involves significant financial risks that even a combination of careful evaluation, experience and knowledge cannot eliminate. Unprofitable efforts may result from the failure to discover mineral deposits. Even if mineral deposits are found, those deposits may be insufficient in quantity and quality to return a profit from production, or it may take a number of years until production is possible, during which time the economic viability of the project may change. Few properties which are explored are ultimately developed into producing mines.

Substantial expenditures are required to establish ore reserves, to extract metals from ores and, in the case of new properties, to construct mining and processing facilities. The economic feasibility of any development project is based upon, among other things, volatile metals prices, estimates of the size and grade of ore reserves, proximity to infrastructures and other resources such as water and power, metallurgical recoveries, production rates and capital and operating costs. Development projects also are subject to the completion of favorable feasibility studies, issuance and maintenance of necessary permits and receipt of adequate financing.

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The commercial viability of a mineral deposit, once developed, depends on a number of factors, including: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; government regulations including taxes, royalties and land tenure; land use; importing and exporting of minerals; environmental protection; and mineral prices. Factors that affect adequacy of infrastructure include: reliability of roads, bridges, power sources and water supply; unusual or infrequent weather phenomena; sabotage; and government or other interference in the maintenance or provision of such infrastructure. All of these factors are highly cyclical. The exact effect of these factors cannot be accurately predicted, but the combination may result in not receiving an adequate return on invested capital.

Significant investment risks and operational costs are associated with our exploration, development and mining activities. These risks and costs may result in lower economic returns and may adversely affect our business.

Our ability to sustain or increase our production levels depends in part on successful exploration and development of new ore bodies and expansion of existing mining operations. Mineral exploration, particularly for silver and gold, involves many risks and is frequently unproductive. The economic feasibility of any development project is based upon, among other things, estimates of the size and grade of ore reserves, proximity to infrastructures and other resources (such as water and power), metallurgical recoveries, production rates and capital and operating costs of such development projects, and metals prices. Development projects are also subject to the completion of favorable feasibility studies, issuance and maintenance of necessary permits and receipt of adequate financing.

Development projects may have no operating history upon which to base estimates of future operating costs and capital requirements. Development project items such as estimates of reserves, metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, and feasibility studies. Estimates of cash operating costs are then derived based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of metals from the ore, comparable facility and equipment costs, anticipated climate conditions and other factors.

As a result, actual cash operating costs and economic returns of any and all development projects may materially differ from the costs and returns estimated, and accordingly, our financial condition, results of operations and cash flows may be negatively affected.

There are significant hazards associated with our mining activities, some of which may not be fully covered by insurance.

The mining business is subject to risks and hazards, including environmental hazards, industrial accidents, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, reduced production and delays in mining, asset write-downs, monetary losses and possible legal liability. Insurance fully covering many environmental risks, including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production, is not generally available to us or to other companies in the industry. Any liabilities that we incur for these risks and hazards could be significant and could adversely affect results of operation, cash flows and financial condition.

We are subject to significant governmental regulations, including under the Federal Mine Safety and Health Act, and related costs and delays may negatively affect our business.

Mining activities are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters. The costs associated with compliance with such laws and regulations are substantial. Possible future laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of operations and delays in the development of new properties.

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U.S. surface and underground mines are continuously inspected by the U.S. Mine Safety and Health Administration (“MSHA”), which inspections often lead to notices of violation. Recently, the MSHA has been conducting more frequent and more comprehensive inspections.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, which may require corrective measures including capital expenditures, installation of additional equipment or remedial actions. In addition, any of our U.S. mines could be subject to a temporary or extended shut down as a result of a violation alleged by the MSHA. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may be subject to civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Any such penalties, fines, sanctions or shutdowns could have a material adverse effect on our business and results of operations.

Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.

Environmental regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation, and set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees. We may incur environmental costs that could have a material adverse effect on our financial condition and results of operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy. The environmental standards that ultimately may be imposed at a mine site affect the cost of remediation and could exceed the financial accruals that we have made for such remediation. The potential exposure may be significant and could have a material adverse effect on our financial condition and results of operations.

Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations, including operations conducted by other mining companies many years ago at sites located on properties that we currently or formerly owned. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions. Substantial costs and liabilities, including for restoring the environment after the closure of mines, are inherent in our operations. We cannot assure you that any such law, regulation, enforcement or private claim would not have a negative effect on our financial condition, results of operations or cash flows.

Some of our mining wastes currently are exempt to a limited extent from the extensive set of federal Environmental Protection Agency (the “EPA”) regulations governing hazardous waste under the Resource Conservation and Recovery Act (“RCRA”). If the EPA designates these wastes as hazardous under RCRA, we would be required to expend additional amounts on the handling of such wastes and to make significant expenditures to construct hazardous waste disposal facilities. In addition, if any of these wastes causes contamination in or damage to the environment at a mining facility, that facility could be designated as a “Superfund” site under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”). Under CERCLA, any present owner or operator of a Superfund site or the owner or operator at the time of contamination may be held liable and may be forced to undertake extensive remedial cleanup action or to pay for the government’s cleanup efforts. The owner or operator also may be liable to governmental entities for the cost of damages to natural resources, which could be substantial. Additional regulations or requirements also are imposed on our tailings and waste disposal areas in Alaska under the federal Clean Water Act (“CWA”) and in Nevada under the Nevada Water Pollution Control Law which implements the CWA.

Airborne emissions are subject to controls under air pollution statutes implementing the Clean Air Act in Nevada and Alaska. In addition, there are numerous legislative and regulatory proposals related to climate change, including legislation pending in the U.S. Congress to require reductions in greenhouse gas emissions. Adoption of these proposals could have a materially adverse effect on our results of operations and cash flows.

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Risks Related to Our Financial Position and Capital Needs

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

Our recurring losses from operations raise substantial doubt about our ability to continue as a going concern. As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements for the years ended December 31, 2022 and 2021 with respect to this uncertainty. While we believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will be sufficient for us to fund our operating expenses and capital expenditures requirements for the next 12 months, we have based these estimates on assumptions that may prove to be wrong, and we may need to raise additional funds. The reaction of investors to the inclusion of a going concern statement by our independent registered public accounting firm, and its potential inability to continue as a going concern, in future years could materially adversely affect the share price of our common stock and our ability to raise new capital.

We will require substantial additional capital to explore and/or develop our mineral properties and we may be unable to raise additional capital on favorable terms or at all.

Our business is capital intensive. Specifically, the exploration and exploitation of reserves, mining and processing costs, the maintenance of machinery and equipment and compliance with applicable laws and regulations require substantial capital expenditures. We will be required to make substantial expenditures for the continued exploration and, if warranted, development of our mineral properties. Mining industry development projects typically require a number of years and significant expenditures before production can begin. Such projects could experience unexpected problems and delays during development, construction and start-up. We may not be successful in obtaining the required financing or, if we can obtain such financing, such financing may not be on terms that are favorable to us. Any failure to obtain sufficient equity or debt financing for our operations on favorable terms could have a material adverse effect on our financial condition, results of operations, and prospects.

We have a limited operating history on which to evaluate our business and performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

We were incorporated under the laws of the State of Nevada in, 2006. We have never generated any revenue from operations, our mineral properties are in the exploration stage, and we have never produced minerals in commercial quantities from any of our mineral properties. We face many risks common to early-stage enterprises, including under-capitalization, cash shortages and limitations with respect to personnel and other resources. The likelihood that in the future we will generate a level of revenue to achieve and sustain profitable operations must be considered in light of the early stage of our operations.

There is no assurance that any of our mineral properties will ultimately produce minerals in commercially viable quantities or otherwise generate operating earnings. Advancing our mineral properties into the development stage will require significant capital and time, and successful commercial production from any mines on such properties will require us to complete feasibility studies to estimate the anticipated economic returns of a project, obtain adequate financing, obtain various permits, construct processing plants and infrastructure, and complete other activities. We may not succeed in establishing mining operations or profitably producing metals at any of our current or future properties.

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Item 2. Financial Information.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes included elsewhere herein and in our consolidated financial statements.

In addition to our consolidated financial statements, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See Forward-Looking Statements and Item 1A. Risk Factors for a discussion of the uncertainties, risks and assumptions associated with these statements.

Results of Operations

Three Months Ended November 30, 2023, and November 30, 2022

For the three months ended November 30, 2023, and 2022 we did not generate any revenue. We had a net loss of $55,047 and $8,852 for the periods ended 2023 and 2022 respectively. The increase in net loss was due an increase in audit and other expenses related to maintaining the Company’s status as a public company.

Total Liabilities for the three months ended November 30, 2023, and 2022 increased to $172,906 from $116,247 due to an increase in Loan Payables and accrual of interest. Cash decreased from $20,365 in 2022 to $13,142 in 2023.

Year Ended August 31, 2023 Compared with the Year Ended August 31, 2022

For the year ended August 31, 2023, and August 31, 2022, we did not generate any revenue. We had net losses of $35,409 and $60,973 for the years ended August 31, 2023, and August 31, 2022, respectively. Our losses were composed solely of general and administrative expenses related to maintaining the Company as a reporting issuer.

Total Liabilities increased to $116,247 for the year ended August 31, 2023, compared to $60, 973 for the prior year period. The increase was due to an increase in Loan Payables and accrual of interest

Liquidity and Capital Resources

For the year ended August 31, 2023, we had current assets of $20,365 existing exclusive of cash obtained through loans.

Item 3. Properties.

The Company currently leases space for its corporate office at 500 S Australian Ave Suite #600 West Palm Beach, FL 33401. The company pays $300 per month.

13

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following table displays, as of November 30, 2023, the voting securities beneficially owned by any holder who beneficially owns more than 5% of any class of our capital stock:

Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Amount and nature of beneficial ownership acquirable		Percent of class
Common Stock	Miroslav Zecevic (1)	400,000,000 shares of Common Stock		–		5.5%
Class A Preferred Stock	Fuya Holding Group (2)	100,000,000 shares of Series A Preferred Stock		–		100%
Class B Preferred Stock	BlueSky Global Macro Fund Ltd (3)	100,000,000 shares of Series B Preferred Stock		–		100%

(1)	The address for Miroslav Zecevic is Wellington, FL
(2)	The address for Fuya Holding Group is 6575 NEST LOOP SOUTH, SUITE 500, BELLAIRE TX 77401. Parash Patel is the beneficial owner of Fuya Holding Group
(3)	The address for Blue Sky Global Macro Fund Ltd. is 500 S Australian Ave, West Palm Beach, FL, Gunter Dornetshuber is the beneficial owner of Blue Sky Global Macro Fund Ltd.

The following table displays, as of November 30, 2023, the voting securities beneficially owned by (1) any individual director or officer; and (2) all executive officers and directors as a group:

Title of class	Name of beneficial owner	Amount and nature of beneficial ownership	Amount and nature of beneficial ownership acquirable		Percent of class
Common Stock	Simon Hackl (1)	-		–		–%
Common Stock	Gunter Dornetshuber (2)	-		–		–
Series B Preferred	Gunter Dornetshuber (2)	100,000,000 Indirect (3)		–		100%
Common Stock	Aleksander Sentic (4)	-		–		–
Common Stock	Irina Veselinovic (5)	-		–		–
Common Stock	Zoran Cvetojevic (6)	-		–		–
	All Officers and Directors as a Group	100,000,000 Series B Preferred Stock		–		100%

(1)	Simon Hackl was appointed as CEO on November 10, 2023.
(2)	Gunter Dornetshuber was appointed Chairman of the Board of Directors on November 10, 2023
(3)	100,000,000 shares of Series B Preferred are owned by Bluesky Global Macro Fund Ltd of which Mr. Dornetshuber is the ultimate beneficial owner.
(4)	Aleksander Sentic resigned as interim CEO on November 10, 2023
(5)	Irina Veselinovic resigned as interim COO on November 10, 2023
(6)	Zoran Cvetojevic resigned as Chairman of the Board on November 10, 2023

14

Item 5. Directors and Executive Officers.

Name	Position	Age		Term in Office	Fulltime with the Company
Executive Officers
Simon Hackl	CEO		25	Since November 2023	Yes
Directors
Gunter Dornetshuber	Chairman		31	Since November 2023

Directors, Officers and Significant Employees

Simon Hackl, CEO

Simon Hackl attended Johannes Kepler University in Linz, Austria and University of Salzburg. Since 2019 he has been working in fund management with Sparkasse Oberösterreich Bank AG where he is responsible for Risk Management, UCITS Fund Pricing, Investment limits, communication with Austrian Financial Market Authorities, and preparing quarterly and semiannual Fund reports. While being employed with the bank he gained knowledge in global Commodity and Metal trading.

Gunter Dornetshuber, Chairman

Gunter Dornetshuber has worked for Sparkasse Oberoesterreich Bank AG since 2018 in the areas of product governance and fund management. He is currently managing several Bond Funds with the Bank and is highly experienced in consulting investors on sustainable energy, decarbonization and renewable fuels. He received a Bachelor of Science degree in natural sciences from Johannes Kepler University in Linz, Austria.

Item 6. Executive Compensation.

The following discussion and analysis of compensation arrangements should be read with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. The actual compensation programs that we adopt may differ materially from the programs summarized in this discussion.

For the fiscal years ended August 31, 2023, and 2022 the Company compensated our three highest-paid executive officers as follows:

Name and principal position

Year

Salary ($)

Bonus ($)

Stock awards ($)(1)

Option awards ($)(2)

Non-equity incentive plan compen- sation ($)

Non-qualified deferred compen- sation earnings ($)

All other compen- sation ($)(3)

Total ($)

Alexander Sentic

2023

$

800

–

–

–

–

–

–

$

800

Interim Chief Executive Officer (1)

2022

–

–

–

–

–

–

–

–

Irina Veselinovic

2023

$

800

–

–

–

–

–

–

$

800

Interim COO (2)

2022

–

–

–

–

–

–

–

–

(1)	Resigned November 10, 2023
(2)	Resigned November 10, 2023

15

Employment Agreements

Compensation of Directors

For the fiscal year ended August 31, 2023, the Company compensated our directors for their board service as follows:

Name	Fees earned or paid in cash ($)(1)		Stock awards ($)(2)		Option awards ($)		Non-equity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Zoran Cvetojevic	$	800	$	0	$	0	$	0	$	0	$	0	$	800

The Company has agreed to pay Mr. Cvetojevic $400 per month.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions

None

Item 8. Legal Proceedings.

The Company is not engaged in any legal proceedings.

Item 9. Market Price of Registrant’s Common Equity and Related Stockholder Matters.

Our common stock is quoted OTC Markets and trades under the symbol “MNGG”. The high and low prices for our common stock traded on OTC Markets is as follows:

Quarter Ended	High	Low
November 30, 2023	$.0003	$0.0001

Quarter Ended	High	Low
August 31, 2023	$0.0006	$0.0002
May 30, 2023	$0.0004	$0.0001
February 28, 2023	$0.0005	$0.0003
November 30, 2022	$0.0010	$0.0001

Quarter Ended	High	Low
August 31, 2022	$0.0001	$0.0001
May 30, 2022	$0.0001	$0.0001
February 28, 2022	--	--
November 30, 2021	--	--

16

Prices reflect inter-dealer prices without retail mark-up, mark-down, or commission and may not reflect actual transactions.

As of February 7, 2024, we had 7,615,161,617 shares of common stock issued and outstanding held by approximately 3,802 shareholders of record.

Item 10. Recent Sales of Unregistered Securities.

The Company entered into convertible note agreements with investors as follows:

March 31, 2021, in the amount of $60,000

September 6, 2023, in the amount of $26,000

November 10, 2023, in the amount of $10,000

Each of the notes had the following terms:

1. Maturity date on the third anniversary of the loan

2. 10% interest per annum, accruing monthly

3. Conversion into common stock as follows:

a. “Conversion Price” means 0.000001

i. in the case of a Significant Financing (defined below), the lower of: (A) the lowest price paid per Significant Financing Security (defined below); and (B) the Capped Price;

ii. in the case of a Change of Control (defined below), the lower of: (A) the price per share of the Corporation based on the valuation given in connection with the event triggering the Change of Control; and (B) the Capped Price;

iii. in the case of a Discretionary Conversion (defined below), the lower of: (A) the price per share of the Corporation paid to the Corporation for Securities (defined below) at the last external financing (i.e. a financing where such Securities were issued which includes investors other than the current directors, officers and employees of the Corporation) completed after the date of this Loan Agreement; and (B) the Capped Price, however where no external financing has occurred after the date of this Loan Agreement, the price will be the Capped Price.

b. “Capped Price” means the pre-money price per share of the Corporation, which is capped at Two Hundred and Twenty-Five Thousand Dollars ($225,000).

c. “Discount” means a discount of 0% to the Conversion Price

Item 11. Description of Registrant’s Securities to be Registered.

Common Stock: The Company, Mining Global, Inc., has authorized 9,800,000,000 shares of Common Stock, par value of $.001per share. The Common Stock is transferable and shall entitle the holders thereof to one vote per share on all matters submitted to a vote of the stockholders of the Company. The Common Stock does not carry any preferences, rights, or privileges. Each share of Common Stock has equal rights to receive dividends, if declared by the Board of Directors, and upon liquidation, dissolution, or winding up of the Company, is entitled to share pro rata in the assets of the Company available for distribution to the stockholders. The Common Stock is subject to the terms and conditions set forth in the Company's Bylaws and applicable provisions of the Nevada Revised Statutes.

The Common Stock does not have any preemptive, conversion, redemption, or sinking fund rights. The Common Stock is not subject to any limitations on voting rights, dividends, or other rights or preferences, except as otherwise provided by law or the Company's Bylaws or the designations of the Company’s classes of preferred Stock.

17

Anti-Takeover Provisions of Nevada Revised Statutes

The Company's Common Stock is subject to the anti-takeover provisions of the Nevada Revised Statutes (NRS). Pursuant to the NRS, the Company has adopted certain provisions in its Bylaws to deter and protect against hostile takeover attempts. These provisions are designed to provide the Company's board of directors with additional authority and control in the event of an unsolicited acquisition proposal or an attempt to gain control of the Company without the approval of the board of directors.

One such provision is the Board's ability to adopt and amend Bylaws, including provisions relating to the regulation of the Company's internal affairs and the conduct of its business. This grants the board of directors broad authority to take actions that may delay, deter, or prevent a change in control of the Company.

Additionally, the NRS provides that certain business combinations, including mergers, sales of assets, or other transactions between the Company and an interested stockholder, may require approval by a majority of the disinterested stockholders. This provision is intended to protect the interests of the Company's stockholders by ensuring that any potential business combination is fair and equitable to all stockholders.

Furthermore, the NRS allows the Company to issue preferred stock with voting, conversion, or other rights that could be used to dilute the voting power of existing stockholders or to deter hostile takeover attempts. The Board has the authority to issue such preferred stock without stockholder approval.

Please note that the foregoing description is a summary of the anti-takeover provisions of the Nevada Revised Statutes and is not intended to be comprehensive. Stockholders are encouraged to review the Company's Bylaws and the relevant provisions of the NRS for a complete understanding of these provisions.

Item 12. Indemnification of Directors and Officers.

Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors to the fullest extent permitted by the Nevada Revised Statutes (the “NRS”). Our Articles of Incorporation state that a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Pursuant to the Bylaws, the Company must indemnify to the maximum extent permitted by Nevada law its officers and directors in any civil, criminal, administrative or investigative proceeding except an action by or in the right of the Company, including attorneys’ fees, judgments, fines and amounts paid in settlement provide he or she acted in good faith and in a manner that he or she reasonably believed to be in, and not opposed to, the Company’s best interests. Pursuant to NRS 78.138, no indemnification is required if it is proven that the officer or director breached his or her fiduciary duties and that breach involved intentional misconduct, fraud or a knowing violation of law. The termination of any such proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere shall not by itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in the Company’s best interests and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. The Company must indemnify officers and directors who are party or are threatened to be made a party to any action or lawsuit by or in the right of the Company to the maximum extent permitted by the NRS, including attorneys’ fees, unless it is proven his or her act, or failure to act, was a breach of fiduciary duty involving intentional misconduct, fraud, or a knowing violation of law rendering him or her liable under NRS 78.138, unless he or she acted in good faith and in a manner he or she reasonably believed to be in, and not opposed to, the Company’s best interests. Additionally, the Bylaws gives the Board of Directors sole discretion to indemnify the Company’s employees and agents to the extent not prohibited by the NRS or other applicable law. The Bylaws permit the Company to advance the costs of defense to persons involved in legal proceedings at the discretion of the Board of Directors upon receipt of an undertaking by or on behalf of such person to repay such amount unless it is determined that he or she is entitled to indemnification by the Company under the Bylaws or the NRS.

18

Item 13. Financial Statements and Supplementary Data.

The consolidated financial statements of the Company appear at the end of this report beginning on page F-1.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a)	The information required by this item is contained under the section of the registration statement entitled “Index to Financial Statements” (and the financial statements and related noted referenced therein). That section is incorporated herein by reference.
(b)

Exhibit No.	Description
3.1	Articles of Incorporation
3.2	Bylaws
10.1	Employment Agreement of Zoran Cvetojevic
10.2	March 21, 2021 Convertible Note Agreement
10.3	September 6, 2023 Convertible Note Agreement
10.4	November 10, 2023 Convertible Note Agreement

19

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

MINING GLOBAL INC.

Date: February 9, 2024	By: /s/ Simon Hackl
	Principal Executive Officer and
	Principal Accounting Officer

20

MINING GLOBAL, INC.

Index to the Financial Statements

Contents	Page
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets at August 31, 2023 and 2022	F-2
Statements of Operations for the Years Ended August 31, 2023 and 2022	F-4
Statement of Changes in Stockholders’ Deficit for the Years Ended August 31, 2023 and 2022	F-3
Statements of Cash Flows for the Years Ended August 31, 2023 and 2022	F-5
Notes to the Financial Statements	F-6-F-10
Balance Sheets at November 30 2023 and August 31, 2022	F-11
Statements of Operations for the Periods Ended November 30, 2023 and 2022	F-12
Statement of Changes in Stockholders’ Deficit for the Periods Ended November 30, 2023 and 2022	F-13
Statements of Cash Flows for the Years Ended November 30, 2023 and 2022	F-14
Notes to the Financial Statements	F-15-F-19

21

Report of an Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Mining Global, Inc

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Mining Global, Inc (the “Company”) as of August 31, 2023, and 2022, the related statements of operations, changes in shareholders’ equity and cash flows, for each of the two years in the period ended August 31, 2023, and the related notes collectively referred to as the “financial statements.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2023, and 2022, and the results of its operations and its cash flows for the year ended August 31, 2023, in conformity with U.S. generally accepted accounting principles.

Going Concern

The accompanying financial statements have been prepared assuming the company will continue as a going concern as disclosed in Note 3 to the financial statement, the Company has continuously incurred a net loss of $35,409 for the year ended August 31, 2023, and an accumulated deficit of $96,382 at August 31, 2023. The continuation of the Company as a going concern through August 31, 2023, is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due.

These factors raise substantial doubt about the company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

We have served as the Company’s auditor since September 2023.

November 6th, 2023.

Lagos, Nigeria

F-1

MINING GLOBAL, INC.

BALANCE SHEETS

	August 31, 2023			August 31, 2022
ASSETS
Current Assets:
Cash	$	20,365		$	–
Total Assets	$	20,365		$	–
LIABILITIES AND STOCKHOLDER’S EQUITY(DEFICIT)
Current Liabilities:
Convertible note payables	$	60,000		$	60,000
Accrued interest		6,247			973
Loan payables		50,000			–
Total Liabilities		116,247			60,973
Stockholders’ Equity:
Common stock, $0.001 par value, 7,350,000,000 shares authorized; 7,225,161,617 and 7,225,161,617 shares issued and outstanding as of August 31, 2023, and 2022 respectively		7,225,162			7,225,162
Preferred stock A $0.001 par value, 10,000,000 shares authorized and issued.		10,000			10,000
Preferred stock B $0.001 par value, 100,000,000 shares authorized and issued.		100,000			100,000
Additional paid in capital		(7,334,662	)		(7,334,662	)
Accumulated deficit		(96,382	)		(60,973	)
Total stockholders’ equity		(95,882	)		(60,973	)
Total Liabilities and Stockholder’s Equity	$	20,365		$	–

The accompanying notes are an integral part of these audited financial statements.

F-2

MINING GLOBAL, INC.

STATEMENTS OF OPERATIONS

	August 31, 2023			August 31, 2022
Revenue	$	–		$	–
Cost of revenue		–			–
Gross profit		–			–
Operating Expenses:
General and administrative		35,409			60,973
Total operating expenses		35,409			60,973
Income (Loss) from Operations		(35,409	)		(60,973	)
Other Income/(expense)
Interest expense		(35,409	)		(60,973	)
Income (loss) before income tax provision		(35,409	)		(60,973	)
Income tax provision		–			–
Net Income (Loss)	$	(35,409	)	$	(60,973	)
Net Loss Per Common Share:
Net Loss per common share - Basic and Diluted	$	(0.00	)	$	(0.00	)
Outstanding - Basic and Diluted		7,225,161,617			7,225,161,617

The accompanying notes are an integral part of these audited financial statements.

F-3

MINING GLOBAL, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

	Common Stock				Preferred stock A				Preferred stock B				Additional						Total
	No. of				No. of				No. of				paid-in			Accumulated			shareholders’
	shares		Amount		shares		Amount		shares		Amount		capital			deficit			deficit
Balance as of September 1, 2021		7,225,161,617	$	7,225,162		10,000,000	$	10,000		100,000,000	$	100,000	$	(7,335,162	)	$	–		$	–
Net loss for the year		–		–		–		–		–		–		–			(60,973	)		(60,973	)
Balance as of August 31, 2022		7,225,161,617	$	7,225,162		10,000,000	$	10,000		100,000,000	$	100,000	$	(7,335,162	)	$	(60,973	)	$	(60,973	)
Balance as of September 1, 2022		7,225,161,617	$	7,225,162		10,000,000	$	10,000		100,000,000	$	100,000	$	–		$	(60,973	)	$	(60,973	)
Additional paid in capital		–		–		–		–		–		–		500			–			500
Net loss for the year		–		–		–		–		–		–		–			(35,409	)		(35,409	)
Balance as of August 31, 2023		7,225,161,617	$	7,225,162		10,000,000	$	10,000		100,000,000	$	100,000	$	(7,334,662	)	$	(96,382	)	$	(95,882	)

The accompanying notes are an integral part of these audited financial statements.

F-4

MINING GLOBAL, INC.

STATEMENTS OF CASH FLOWS

	Year Ended August 31, 2023			Year Ended August 31, 2022
Operating Activities:
Net loss	$	(35,409	)	$	(60,973	)
Adjustments to reconcile net loss to net cash used in operating activities:
Due to related party and interest payable		55,274			60,973
Net Cash Provided (Used) by Operating Activities		19,865			–
Investing Activities:
Acquisition of property and equipment		–			–
Net Cash Used in Investing Activities		–			–
Financing Activities:
Additional paid in capital		500			(7,335,162	)
Preferred stock A		–			10,000
Preferred stock B		–			100,000
Common Stock		–			7,225,162
Net Cash Provided by Financing Activities		500			–
Net Change in Cash		20,365			–
Cash - Beginning of Period		–			–
Cash - End of Period	$	20,365		$	–
Cash paid during the period for:
Interest	$	–		$	–
Income tax paid	$	–		$	–

The accompanying notes are an integral part of these financial statements.

F-5

MINING GLOBAL, INC.

NOTES TO AUGUST 31, 2023, AND 2022

FINANCIAL STATEMENTS

Note 1 – Organization and Operations

MINING GLOBAL Inc. was incorporated as Yaterra Ventures Corp (the “Company”) under the laws of the State of Nevada in November 20,2006. Office address is located at 500 S Australian Ave, 600 West Palm Beach FI 33401 USA. The MINING GLOBAL INC is linked to mining and as well involved in commodity investing in general as a business VAR aggregator.

The company engages in investing in exploration and mining. Investing in commodity stocks, researching, investing in already listed mining companies that are currently undervalued. MNGG target underfunded entities with a lack of knowledge in the mining sector and or with a lack of versed management. MINING GLOBAL Inc was incorporated in November 2006 in Nevada, USA. MINING GLOBAL Inc trades on the Pink Sheets under “MNGG”.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

(i) Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

F-6

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.

To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives, which range from five (5) years for computer equipment to seven (7) years for office furniture. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. As of August 31, 2023 and 2022 the company has no investment in Property and equipment

F-7

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements.

The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned.

F-8

The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

The Company derives its revenues from sales contracts with its customers with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.

A right of return exists for customers’ retainers that were received prior to commencement of services. If a customer cancels a service contract subsequent to the commencement date, the customer is entitled to a refund, except for services already provided.

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at August 31, 2023 and 2022.

F-9

Earnings per Share

Earnings Per Share is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share (“EPS”) is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied.

Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

There were no potentially debt or equity instruments issued and outstanding at any time during the years ended August 31, 2023 and 2022.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued and has determined no subsequent event to disclose.

No subsequent events occurred in the period August 31 through November 1, 2023.

F-10

MINING GLOBAL, INC.

BALANCE SHEETS

	November 30, 2023 Unaudited			August 31, 2023
ASSETS
Current Assets:
Cash	$	13,142		$	20,365
Total Assets	$	13,142		$	20,365
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current Liabilities:
Convertible note payables	$	60,000		$	60,000
Accrued interest		16,906			6,247
Loan payables		96,000			50,000
Total Liabilities		172,906			116,247
Stockholders’ Equity:
Common stock, $0.001 par value, 9,800,000,000 shares authorized; 7,345,161,617 and 7,225,161,617 shares issued and outstanding as of November 30, 2023, and 2023 respectively		7,345,162			7,225,162
Preferred stock A $0.001 par value, 10,000,000 shares authorized and issued.		10,000			10,000
Preferred stock B $0.001 par value, 100,000,000 shares authorized and issued.		100,000			100,000
Additional paid in capital		(7,334,662	)		(7,334,662	)
Accumulated deficit		(280,265	)		(96,382	)
Total stockholders’ equity		(159,765	)		(95,882	)
Total Liabilities and Stockholder’s Equity	$	13,142		$	20,365

The accompanying notes are an integral part of these audited financial statements.

F-11

MINING GLOBAL, INC.

STATEMENTS OF OPERATIONS

	November 30, 2023 Unaudited			November 30, 2022
Revenue	$	–		$	–
Cost of revenue		–			–
Gross profit		–			–
Operating Expenses:
General and administrative		55,047			8,852
Total operating expenses		55,047			8,852
Income (Loss) from Operations		(55,047	)		(8,852	)
Other Income/(expense)
Interest expense		(55,047	)		(8,852	)
Income (loss) before income tax provision		(55,047	)		(8,852	)
Income tax provision		–			–
Net Income (Loss)	$	(55,047	)	$	(8,852	)
Net Loss Per Common Share:
Net Loss per common share - Basic and Diluted	$	(0.00	)	$	(0.00	)
Outstanding - Basic and Diluted		7,345,161,617			7,225,161,617

The accompanying notes are an integral part of these audited financial statements.

F-12

MINING GLOBAL, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

Description	Shares		Amount $		Additional Paid- in Capital $			Accumulated Deficit $			Total $
Balance – Balance Sept 1, 2022		9,610,000,000		7,335,162		(7,335,162	)		(60,973	)		9,609,939,027
Additional paid in capital		–		–		500			–			500
Net (loss)		–		–		–			(35,409	)		(35,409	)
Balance – August 31, 2023		9,610,000,000		7,335,162		(7,334,662	)		(96,382	)		9,609,904,118
Balance – Balance Sept 1, 2023		9,610,000,000		7,335,162		(7,334,662	)		(96,382	)		9,609,904,118
Additional paid in capital		300,000,000		–		–			–			–
Common Stock		–		120,000		–			–			120,000
Net (loss)		–		–		–			(55,047	)		(55,047	)
Adjustment for the period		–		–		–			(128,836	)		–
Balance – Nov 30, 2023		9,910,000,000		7,455,162		(7,334,662	)		(280,265	)		9,609,969,071

The accompanying notes are an integral part of these audited financial statements.

F-13

MINING GLOBAL, INC.

STATEMENTS OF CASH FLOWS

	Period Ended NOVEMBER 30, 2023			Period Ended NOVEMBER 30, 2022
Operating Activities:
Net loss	$	(55,047	)	$	(8,852	)
Adjustments for the period		(128,836	)
Due to related party and interest payable		56,660			13,819
Net Cash Provided (Used) by Operating Activities		(127,224	)		–
Investing Activities:
Acquisition of property and equipment		–			–
Net Cash Used in Investing Activities		–			–
Financing Activities:
Additional paid in capital		–			125
Preferred stock A		–			–
Preferred stock B		–			–
Common Stock		120,000			–
Net Cash Provided by Financing Activities		(7,224	)		5,091
Net Change in Cash		20,365			–
Cash - Beginning of Period		–			–
Cash - End of Period	$	13,142		$	5,091
Cash paid during the period for:
Interest	$	–		$	–
Income tax paid	$	–		$	–

The accompanying notes are an integral part of these financial statements.

F-14

MINING GLOBAL, INC.

NOTES TO NOVEMBER 30, 2023, AND 2022

FINANCIAL STATEMENTS

Note 1 – Organization and Operations

MINING GLOBAL Inc. was incorporated as Yaterra Ventures Corp (the “Company”) under the laws of the State of Nevada in November 20,2006. Office address is located at 500 S Australian Ave, 600 West Palm Beach FI 33401 USA. The MINING GLOBAL INC is linked to mining and as well involved in commodity investing in general as a business VAR aggregator.

The company engages in investing in exploration and mining. Investing in commodity stocks, researching, investing in already listed mining companies that are currently undervalued. MNGG target underfunded entities with a lack of knowledge in the mining sector and or with a lack of versed management. MINING GLOBAL Inc was incorporated in November 2006 in Nevada, USA. MINING GLOBAL Inc trades on the Pink Sheets under “MNGG”.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

(i) Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

F-15

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.

To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives, which range from five (5) years for computer equipment to seven (7) years for office furniture. Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. As of NOVEMBER 30, 2023 and 2022 the company has no investment in Property and equipment

F-16

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include: a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements.

The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned.

F-17

The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

The Company derives its revenues from sales contracts with its customers with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.

A right of return exists for customers’ retainers that were received prior to commencement of services. If a customer cancels a service contract subsequent to the commencement date, the customer is entitled to a refund, except for services already provided.

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10- 25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at NOVEMBER 30, 2023 and 2022.

F-18

Earnings per Share

Earnings Per Share is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. Earnings per share (“EPS”) is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied.

Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260- 10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

There were no potentially debt or equity instruments issued and outstanding at any time during the years ended NOVEMBER 30, 2023 and 2022.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830- 230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued and has determined no subsequent event to disclose.

F-19

EX-3.1

Exhibit 3.1

Business Number E0849602006 - 7 Filed in the Office of Secretary of State State Of Nevada Filing Number 20150228600 - 16 Filed On 05/20/2015 Number of Pages 7

1

t ANIMOIJS CO: \ SE'.'/TOF BOARD OF DIRECTORS A D MAJORITY SIIAREIIOLDERSOF MINL G CLOHAL,INC. May 20, 2015 rhe undersigned, hemg all of1l1c dircctms and Ma_jority Shareholders ofM i11ing (Olubal, !nc, (the "Corpowtio11"), do hereby c,mscm. µur uar,t t;, :,k \ ·ad;i Revisi::d Statutes Charte1· 13_ rn the adoption of the folio \ \ i11g. \ \ hich shall have 1h<: '..<Hn,: force ;;111d effect as if dul)' mid unanimou ly ,1Jopted ,ll an urg;,niratim1al meeting ,,f1he Corpor.ition \ Jlr:,ard of Dircc10rs and Shur· holdcr;; ,rnd. by uffixing the ignuturcs lwn:to, h<Jrcby wc1ivc any noliccs a ma; - be required for tile holcling nr'sucl1 a nHx1ing:. WHERE. \ S, tl1e Corporation desires to decreas its ;u:thorized common :,hares li0111 Seven Billion Three: ll umln:d and Fifly Mill1011 ( ": .3::<0J10!)J)Oll) lo <;ix l}iIlion St:vcn I lundrcd and Ten 1'1i!li,m (6, 71O,OG0.000 ,1. WHEREAS, the Board of i.}in:etors desires to r<:tain its current preferred hare ,,lructure of One Hundred Million (100.000,000) preferred haic· authol"i1cd. NOW THEREFORE, Ir JS RESOLVED tli.a the Corporntion approves am! ratitie th1: decrease of its autlwri1et.l cu111nh1n luck from 7.}51l,OOO.OOO to 6. 7 l U.000 000, anti further approws the: filing: of al I necessary documents 1 \ - ith tl1e Ne \ - ad;1 Secrdnry nf'Stak in orrlcr W affect tlw dcnea c in ::iuthmiD:<l co11111wn sh.>ck. RESOLVED FURTHER,that ny and 211 ;tcb Dfany officer ofihc Corp \ 1r;itio11 in forthc,,rnec: ofthl..' transactions conlcmpbkd by lhc forcg,Ji,1g r Oililion t::ikcn prior· to ur alter the aJ0ption 01" LIie ,; reso!utions be. anJ they hereby arc rat ifkd. confirmed. apomvcd :md ud11pLc·J. 7'iih l \ - .,,:1rd ,/ DikCTOI ,:;id Sh;,rd1,,ldc1 Rc:,,,Ju'.i1"1 shall be t:kd i11 Lile s:,11·1)1)1.11,· n:,;ord nt'thc lli"j'Ol"fHlC'1I. The uncle1signed hav · ev·t:ukd 11 - ,is l3o.:ird p1·Directnr·· .ind '.' - ,]mrdwldcr Rc,olution as ofthc JatL" first ._, 1 - 1n,·1• 1,h, - , \ ,· Total \ 'ows Required fur Majority· 3.684.832.425 I 01;1! Shares Vnt<:'d ( Prct'crred Sim.res): 100.000.IJOO C,m \ rnon Sh11rc: fOq11iniknt: _<:0.000.000,llOO l',·rc,onta c ofCumm,,r, Sh;;r,e \ lutes· 87.4 /o

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A

AMENDED ARTICLES OF INCORPORATION

OF

MINING GLOBAL, INC.

The undersigned, both being natural persons more than eighteen years of age, pursuant to NRS Chapter 78, hereby adopts the following Amended Articles of Incorporation:

FIRST (Corporate Name): The name of the corporation is:
	Mining Global, Inc.
Principal office:	660 Via Corte Drive
	Suite B
	Wickenburg, AZ 85390

SECOND (Registered Agent For Service of Process): The Registered Agent for Service of Process shall be United States Corporation Agents, Inc., 500 N. Rainbow Blvd, Suite 300 A, Las Vegas, NV 89107.

THIRD (Authorized Shares):

(a) The Corporation shall have two classes of shares. The first class shall be defined as "Common" shares. The Corporation shall be authorized to issue 6,710,000,000 Common shares, each having a par value of $0.001. Each Common Share shall be entitled to one vote for all matters on which a shareholder vote is requested or required. The Corporation shall also be authorized to issue 100,000,000 Preferred Shares, each having a par value of $.001 and carrying voting rights of 500 common shares for every share of Preferred Stock held. The Preferred Shares shall carry such additional rights as are defined in the Certificate of Designation(s) for the Preferred Shares.

Common stock of the company may he issued from time to time without prior approval by the shareholders. The stock of the company may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such shares of common and/or preferred stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in such corporate resolution(s) and the corresponding certificate(s) of designation. The holders of the preferred and common shares are entitled to receive the net assets of the corporation upon dissolution. The Board of Directors may restructure the issued and outstanding shares with respect to a forward or reverse split, without a shareholders meeting, general or special meeting, providing that a majority of the shareholders agree to the shares reorganization within the limits of the share capitalization stated above.

(b)The Board of Directors are authorized to fix or alter, from time to time, the voting powers and such designations, preferences and relative participation, options or special rights of the shares of each such series and the qualifications, limitations, or restrictions of any un-issued series of stock and to establish, from time to time, the number of shares constituting any such series, or any share.

(c) Each shareholder of record shall have voting rights as described above, except that in the election of directors he or she shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose.

(d)No shareholder of the corporation shall have any preemptive or similar right to acquire any additional unissued or treasury shares of stock, or for other securities of any class, or for rights, warrants, or options to purchase stock or for scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges.

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(e)The Board of Directors may, from time to time, distribute to the shareholders in partial liquidation, out of stated capital or capital surplus of the corporation, a portion of its assets, in cash or property, subject to the limitations contained in the statutes of the State of Nevada.

FOURTH (Names and Addresses of Board of Directors): The names and addresses of the members of the Board of Directors are as follows: Joel Natario, 660 Via Corte Drive, Suite B, Wickenburg, AZ 85390. The Directors shall serve as directors until the next annual meeting of shareholders or until their successors are elected and shall qualify.

FIFTH (Purposes):

(a)The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of Nevada.

(b)In furtherance of the foregoing purpose, the corporation shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon corporations organized under the laws of the State of Nevada. In addition, it may do everything, necessary, suitable or proper for the accomplishment of any of its corporation purposes.

SIXTH (Name and Address of Incorporator): The name and address of the Incorporator is: Joel Natario, 660 Via Carte Drive, Suite B, Wickenburg, AZ 85390.

SEVENTH (Duration): The corporation shall have perpetual existence.

EIGHTH (Amendments to Articles of Incorporation): The Board of Directors reserves the right to amend, alter, change, or repeal any provision contained in these Amended Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred on the corporation herein are ranted subject to this reservation.

NINTH (Number of Directors): The Board of Directors shall be composed of not less than one nor more than seven directors.

TENTH (Board of Directors Powers): In furtherance, and not in limitation of those powers conferred by statute, the Board of Directors is expressly authorized in the following, including, but not limited to:

(a)The authority to establish Bylaws for the corporation is hereby expressly vested in the Board of Directors of this corporation. The Board of Directors shall have the authority to alter and amend the Bylaws, from time to time, as may be necessary to conduct the business of the corporation without the need to have shareholder approval.

(b)To authorize and cause to be executed mortgages and lines of credit, with or without limitations as to the amount, upon the real and personal property of the corporation.

(c)To authorize and guaranty by the Corporation of the securities, evidences of indebtedness and obligations or other persons, corporations or business entities.

(d)To set apart out of any funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve.

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(e) By resolution adopted by the majority of the whole Board, to designate one or more committees to consist of one or more Directors of the Corporation, which to the extent provided by resolution or in the Bylaws of the corporation, shall have and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have name and names as may be set forth and stated in the Bylaws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors. All the corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise states herein or in the Bylaws.

ELEVENTH (Indemnification): (a) The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee, fiduciary or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of no contest or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

(b) The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation; but no indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.

(c)To the extent that a director, officer, employee, fiduciary or agent of a corporation has been successful on the merits in defense of any action, suit, or proceeding referred to in (a) or (b) of this Article VII or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.

(d)Any indemnification under (a) or (b) of this Article VII (unless ordered by a court) and as distinguished from (c) of this Article shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, fiduciary or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in (a) or (b) above. Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or, if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs.

(e)Expenses (including attorney's fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the fmal disposition of such action, suit or proceeding as authorized in Section (d) of this Article, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to he indemnified by the corporation as authorized in this Article.

(f)The Board of Directors may exercise the corporation's power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this Article.

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(g)The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these Amended Articles of Incorporation, the Bylaws, agreements, vote of the shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person.

TWELFTH (Management Provisions): The following provisions are inserted for the management of the business and for the conduct of the affairs of the corporation and the same are in furtherance of and not in limitation of the powers, conferred by law:

No contract or other transaction between this corporation and one or more of its directors, officers, or stockholders or between this corporation and any other corporation, firm or association in which one or more of its officers, directors, or stockholders arc officers, directors or stockholders shall be either void or voidable (1) if at a meeting of the board of directors or committee authorizing or ratifying the contract of transaction there is a quorum of persons not so interested in the contract or other transaction is approved by a majority of such quorum or (2) if the contract or other transaction is ratified at an annual or special meeting of stockholders, or (3) if the contract or other transaction is just and reasonable to the corporation of the time it is made, authorized or ratified.

IN WITNESS WHEREOF the members of the Board of Directors have hereunto signed the original in duplicate.

DATED THIS: 21st day of May, 2015.

/s/ Joel J. Natario                            

Joel J. Natario - Director

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Business Number E0849602006 - 7 Filed in the Office of Secretary of State State Of Nevada Filing Number 20180176669 - 76 Filed On 04/18/2018 Number of Pages 1

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Business Number E0849602006 - 7 Filed in the Office of Secretary of State State Of Nevada Filing Number 20180178236 - 88 Filed On 04/19/2018 Number of Pages 3

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(CONTINUED FROM STATE FORM)

SECOND. By a majority vote at duly held meeting of the Board of Directors of the Company held April 17, 2018, the following actions were duly adopted:

WHEREAS the Board of Directors of the Company is authorized, subject to limitations prescribed by law, to establish and fix the number of shares to be included in any series of Stock and the designation, rights, preferences, powers, restrictions and limitations of the shares of such series;

WHEREAS it is the desire of the hoard of Directors to establish and fix the number of shares to be included in this series of preferred stock and the designation, rights, preferences and limitations of the shares of such new series;

NOW, THEREFORE, BE IT RESOLVED that pursuant to Article FOURTH of the Company's Certificate of Incorporation, as amended, there are One Hundred Million (100,000,000) shares of preferred stock of the Company of which One Hundred Million (100,000,000) shall be designated as Series A (the “Series A Preferred Stock”) which hereby have the designation, rights, preferences, powers, restrictions and limitations set forth in a supplement of Article FOURTH as follows;

I.Designation, Amount, and Par Value. The series of preferred stock shall be designated as the Company's Series A Preferred Stock and the number of shares so designated shall be One Hundred Million (100,000,000). Each share of Series A Preferred Stock shall have a par value of $.001 per share.

2Dividends. No dividends shall he payable with respect to the Series A Preferred Stock.

3.Liquidation, Dissolution or Winding Up.

(a) In the event of any liquidation or winding up of the Company, the Series A Preferred Stock as a class shall be issued Two (2) shares of Common Stock for every Share of Common Stock outstanding on liquidation prior to the conversion.

(b) A merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation shall be deemed to be a liquidation.

4.Voting.

Holders of the Series A Preferred Stock shall have Five Hundred (500) votes of Common Stock per share of the Series A Preferred Stock held and may vote on any action requiring any class of shares to vote.

5.Restrictions.

Any sale, transfer, exchange, distribution, or other conveyance whether with or without consideration (the “Transfer”) may only be conducted with Thirty (30) days prior notice and the consent of all other Holders of the Series A Preferred Stock, which consent may be withheld for any and all reasons. Any Transfer concluded without the consent of all Holders of the Series A Preferred Stock, will result in a conversion at a rate of One (1) share of Series A Preferred Stock equaling One (1) share of Common Stock.

6.Amendment.

This Certificate of Designation constitutes an agreement between the Company and the holders of the Series A Preferred Stock. It may be amended by vote of the Board of Directors of the Company and the holders of a majority of the outstanding shares of Series A Preferred Stock.

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by its Director and attested to April 17, 2018.

/s/ Parash Patel

Parash Patel, Director

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Business Number E0849602006 - 7 Filed in the Office of Secretary of State State Of Nevada Filing Number 20190256304 - 92 Filed On 06/13/2019 Number of Pages 1

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Rhonda Keaveney 20801 N. 90th Place Unit 248 Scottsdale,, AZ 85255, USA Work Order #: W2022041900827 April 19, 2022 Receipt Version: 1 Special Handling Instructions: Submitter ID: 5450 Charges Amount Price Qty Filing Status Filing Date/Time Filing Number Fee Description Description $175.00 $175.00 1 InternalReview 4/19/2022 11:21:47 AM 20222260890 Fees Certificate of Designation $175.00 Total Payments Amount Payment Status Description Type $175.00 Success 6503924250586246203087 Credit Card $175.00 Total Credit Balance: $0.00 BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings & Notary Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888 Rhonda Keaveney 20801 N. 90th Place Unit 248 Scottsdale,, AZ 85255, USA

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Business Entity - Filing Acknowledgement 04/19/2022 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2022041900827 - 2065998 20222260890 Certificate of Designation 04/19/2022 11:21:47 AM 5 Indexed Entity Information: Entity ID: E0849602006 - 7 Entity Name: AMERICAN ROLLING COMPANY, INC. Expiration Date: None Entity Status: Active Non - Commercial Registered Agent INCSMART.BIZ INC 2616 WILLOW WREN DRIVE, North Las Vegas, NV 89084, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

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TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT Name of entity: AMERICAN ROLLING COMPANY, INC. Entity or Nevada Business Identification Number (NVID): NV20061736021 1. Entity information: Time: For Certificate of Designation or Date: 2. Effective date and time: Amendment to Designation Only (Optional): (must not be later than 90 days after the certificate is filed) The class or series of stock being designated within this filing: Certificate of Designation, 100,000,000 shares of Convertible Series B Preferred Stock with a par value of $.0001 3. Class or series of stock: (Certificate of Designation only) The original class or series of stock being amended within this filing: 4. Information for amendment of class or series of stock: Certificate of Amendment to Designation - Before Issuance of Class or Series As of the date of this certificate no shares of the class or series of stock have been issued. 5 . Amendment of class or series of stock : Certificate of Amendment to Designation - After Issuance of Class or Series The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes OR amends the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.* 6.Resolution: (Certificate of Designation and Amendment to Designation only) Designation being Date of Withdrawn: Designation: No shares of the class or series of stock being withdrawn are outstanding. The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: * 7. Withdrawal: X Rhonda Keaveney Date: 04/19/2022 Signature of Officer 8. Signature: (Required) BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1955(6) Certificate of Designation Certificate of Amendment to Designation - Before Issuance of Class or Series Certificate of Amendment to Designation - After Issuance of Class or Series Certificate of Withdrawal of Certificate of Designation This form must be accompanied by appropriate fees. page1 of 1 Revised: 1/1/2019 Business Number E0849602006 - 7 Filed in the Office of Secretary of State State Of Nevada Filing Number 20222260890 Filed On 04/19/2022 11:21:47 AM Number of Pages 5

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CERTIFICATE OF DESIGNATION OF

CONVERTIBLE SERIES B PREFERRED STOCK
FOR AMERICAN ROLLING COMPANY, INC.

It is hereby certified that:

1.The name of the Corporation is American Rolling Company, Inc. [hereinafter called the "Corporation"].

2. The Certificate of Incorporation, as amended, of the Corporation authorizes the issuance of 200,000,000 (Two Hundred Million) shares of Preferred Stock, $.0001 par value, and expressly vests in the Board of Directors of the Corporation the authority provided therein to issue any or all of said shares in one or more series and by resolution or resolutions, the designation, number, full or limited voting powers, or the denial of voting powers, preferences and relative, participating, optional, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics of each series to be issued.

3. The Certificate of Incorporation, as amended, authorizes the Designation of 100,000,000 (One Hundred Million) shares of Convertible Series B Preferred Stock, $.0001 par value, and expressly vests in the Board of Directors of the Corporation the authority provided therein to issue any or all of said shares in one or more series and by resolution or resolutions, the designation, number, full or limited voting powers, or the denial of voting powers, preferences and relative, participating, optional, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics of each series to be issued.

4. The Board of Directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Convertible Series B Preferred Stock issue of Preferred Stock:

“RESOLVED, that the Board of Directors hereby fixes and determines the designation of the number of shares and the rights, preferences, privileges and restrictions relating to the Convertible Series B Preferred Stock, as follows:

(a)Designation. The series of Series B Preferred Stock as amended, shall be designated the Convertible Series B Preferred Stock [the "Series B Stock"].

(b) Authorized Shares. The number of authorized shares of Series B Stock shall be 1-100,000,000 (One Hundred Million) shares, par value $.001

(c)Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, after setting apart or paying in full the preferential amounts due to Holders of senior capital stock, if any, the Holders of Series A Stock and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $.001 per share [the "Liquidation Preference"]. If upon such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to the Holders of the Series B Stock and parity capital stock, if any, shall be insufficient to permit in full the payment of the Liquidation Preference, then all such assets of the Corporation shall be distributed ratably among the Holders of the Series B Stock and parity capital stock, if any. Neither the consolidation or merger of the Corporation nor the sale, lease or transfer by the Corporation of all or a part of its assets shall be deemed a liquidation, dissolution or winding up of the Corporation for purposes of this Section (c).

(d) Dividends. The Series B Stock is not entitled to receive any dividends in any amount during which such shares are outstanding.

(e) Conversion Rights. Each share of Series B Stock shall be convertible, at the option of the Holder, into 1,000 (One Thousand) fully paid and non-assessable shares of the Corporation's Common Stock. The foregoing conversion calculation shall be hereinafter referred to as the “Conversion Ratio.”

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(i) Conversion Procedure. Upon written notice to the Holder, the Holder shall affect conversions by surrendering the certificate(s) representing the Series B Stock to be converted to the Corporation, together with a form of conversion notice satisfactory to the Corporation, which shall be irrevocable. Not later than five [5] business days after the conversion date, the Corporation will deliver to the Holder, (i) a certificate or certificates, which shall be subject to restrictive legends, representing the number of shares of Common Stock being acquired upon the conversion; provided, however, that the Corporation shall not be obligated to issue such certificates until the Series A Stock is delivered to the Corporation. If the Corporation does not deliver such certificate(s) by the date required under this paragraph (e) (i), the Holder shall be entitled by written notice to the Corporation at any time on or before receipt of such certificate(s), to receive 100 Series B Stock shares for every week the Corporations fails to deliver Common Stock to the Holder.

(ii)Adjustments on Stock Splits, Dividends and Distributions. If the Corporation, at any time while any Series B Stock is outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock payable in shares of its capital stock [whether payable in shares of its Common Stock or of capital stock of any class], (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue reclassification of shares of Common Stock for any shares of capital stock of the Corporation, the Conversion Ratio shall be adjusted by multiplying the number of shares of Common Stock issuable by a fraction of which the numerator shall be the number of shares of Common Stock of the Corporation outstanding after such event and of which the denominator shall be the number of shares of Common Stock outstanding before such event. Any adjustment made pursuant to this paragraph (e)(iii) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Whenever the Conversion Ratio is adjusted pursuant to this paragraph, the Corporation shall promptly mail to the Holder a notice setting forth the Conversion Ratio after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(iii)Adjustments on Reclassifications, Consolidations and Mergers. In case of reclassification of the Common Stock, any consolidation or merger of the Corporation with or into another person, the sale or transfer of all or substantially all of the assets of the Corporation or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then each Holder of Series B Stock then outstanding shall have the right thereafter to convert such Series B Stock only into the shares of stock and other securities and property receivable upon or deemed to be held by Holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities or property as the shares of the Common Stock into which such Series A Stock could have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the Holder the right to receive the securities or property set forth in this paragraph (e)(iv) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

(iv) Fractional Shares; Issuance Expenses. Upon a conversion of Series B Stock, the Corporation shall not be required to issue stock certificates representing fractions of shares of Common Stock but shall issue that number of shares of Common Stock rounded to the nearest whole number. The issuance of certificates for shares of Common Stock on conversion of Series B Stock shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder, and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

(f) Voting Rights. Except as otherwise expressly provided herein or as required by law, the Holders of shares of Series B Stock shall be entitled to vote on any and all matters considered and voted upon by the Corporation's Common Stock. The Holders of the Series B Stock shall be entitled to 1,000 (One Thousand) votes per every 1 (one) share of Series B Stock.

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(g) Reservation of Shares of Common Stock. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Series B Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holders of Series B Stock, such number of shares of Common Stock as shall be issuable upon the conversion of the outstanding Series B Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding Series B Stock, the Corporation will take such corporate action necessary to increase its authorized shares of Common Stock to such number as shall be sufficient for such purpose. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and non assessable.

IN WITNESS WHEREOF, on this 6th day of March 2022, said American Rolling Company, Inc. has caused this Certificate to be signed by Small Cap Compliance, LLC.

By:	/s/ Rhonda Keaveney
	Rhonda Keaveney, Managing Member
	Small Cap Compliance, LLC

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AMENDED AND RESTATED ARTICLES

BOARD RESOLUTION OF MINING GLOBAL, INC. (MNGG)

ADOPTED ON JUNE 6, 2023.

The undersigned, being all the directors of Mining Global, Inc. (MNGG), having held a meeting and by unanimous vote decision of the majority shareholder hereby sign the following amended resolutions:

RESOLVED THAT:

1.	The board accepts the increase of authorized common shares of MNGG as described below:
	Increase of 9,500,000,000 authorized common shares. This will result with the new Authorized Share total of 9,800,000,000 (Nine billion, Eight hundred Thousand Million) shares.
2.	The management will file with the State of Nevada the Form of Amended and Restated Articles.
3.	The board accepts a resolution to notify the transfer agent immediately of the increasing authorized shares.

ACCEPTED BY MINING GLOBAL, INC. (MNGG) MANAGEMENT

/s/ Alex Sentic	Date: 06/06/2023
Alex Sentic, Interim CEO
/s/ Zoran Cvetojevic
Zoran Cvetojevic, Chairman	Date: 06/06/2023

The authorized shares have been amended to increase the stock shares; Articles have been added. Per the board resolution and the registered agent has been changed.

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INSTRUCTIONS: 1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID). 2. Indicate the current number of authorized shares and par value , if any, and each class or series before the change . 3. Indicate the number of authorized shares and par value , if any of each class or series after the change . 4. Indicate the change of the affected class o r series of issued, if any , shares after the change in exchange for each issued share of the same class or series . 5. Indicate provisions , if any , regarding fractional shares that are affected by the change . 6. NRS required statement. 7. This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on which the certificate is filed . 8. Must be signed by an Officer . Form will be returned if unsigned . Name of entity as on file with the Nevada Secretary of State : 1. Entity Information: MINING GLOBAL, INC . Entity or Nevada Business Identification Number ( NVID) : E0849602006 - 7 The current number of authorized shares and the par value , if any , of each class or series , if any , of shares before the change : 300 , 000 2. Current Authorized Shares: The number of authorized shares and the par value , if any , of each class or series , if any , of shares after the change : The new Authorized Sha r e total of 9,800,000,000 (Nine billion, Eight hundred Thousand Millio n ) shares. 3 . Authorized Shares After Change: Th e number of shares of each affected class or se ri es , i f any , to be issued after the change in exchange fo r each issued share of the same class or series : Increase of 9 , 500,000 , 000 authorized common shares . This will result with the new Authorized Shar e total of 9 , 800,000 , 000 4. Issuance: The provisions , if any , for the issuance of fractional shares , or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby : 5. Provisions: The required approval of the s t ockholders has been obtained . 6. Provisions: Date : 11/26/2023 Time : 2:40PM (must not be later than 90 days after the certificate is filed) 7 . Effective date and time: ( Opt ion al ) X Chairman 11/26/2023 Signature of Officer Title Date 8. Signature: ( Required ) . - - ;:£,:!·. :)r - '1 - i' >. w· : :::: - : - \ .t - : \ '; \ \ \ • FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Certificate of Change Pursuant to NRS 78.209 TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT This form must be accompanied by appropriate fees . If necessary , additional pages may be attached to this form . Page 1 of 1 Revised : 8 / 1 / 2023

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

YATERRA VENTURES CORP.

(A NEVADA CORPORATION)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of Yaterra Ventures Corp. (the “Corporation”) in the State of Nevada shall be in such location as the directors determine in the State of Nevada.

Section 2. Other Offices. The Corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

CORPORATE SEAL

Section 3. Corporate Seal. The corporate seal shall consist of a die bearing the name of the Corporation and the inscription, “Corporate Seal-Nevada." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS’ MEETINGS

Section 4. Place of Meetings. Meetings of the stockholders of the Corporation shall be held at such place, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the Corporation required to be maintained pursuant to Section 2 hereof.

Section 5. Annual Meeting.

(a)The annual meeting of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.

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(b)At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the Corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with of the date of such annual meeting is first made by the Corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

(c)Only persons who are confirmed in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation in accordance with the provisions of paragraph (b) of this Section 5. Such stockholder's notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the Corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5. At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

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(d)For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

Section 6. Special Meetings.

(a)Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date, and at such time as the Board of Directors, shall determine.

(b)If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the Corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

Section 7. Notice of Meetings. Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of not less than one percent (1%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the Corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

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Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 10. Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the Corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Nevada law. An agent so appointed need not be a stockholder. No proxy shall be voted after six (6) months from its date of creation unless the proxy provides for a longer period, which may not exceed seven (7) years from the date of its creation.

Section 11. Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; and (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally.

Section 12. List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 13. Action Without Meeting. No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, or by the written consent of the shareholders in accordance with Chapter 78 of the Nevada Revised Statutes.

Section 14. Organization.

(a)At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

(b)The Board of Directors of the Corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

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ARTICLE IV

DIRECTORS

Section 15. Number and Qualification. The authorized number of directors of the Corporation shall be not less than one (1) nor more than fifteen (15) as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number of directors shall shorten the term of any incumbent directors. Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

Section 16. Powers. The powers of the Corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation.

Section 17. Vacancies. Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholder vote, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

Section 18. Resignation. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 19. Removal. Subject to the Articles of Incorporation, any director may be removed by the affirmative vote of the holders of not less than 2/3 of the outstanding shares of the Corporation then entitled to vote, with or without cause.

Section 20. Meetings.

(a)Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b)Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the Corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the State of Nevada which has been designated by resolution of the Board of Directors or the written consent of all directors.

(c)Special Meetings. Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or any two of the directors.

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(d)Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(e)Notice of Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, telegraph or telex, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f)Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 21. Quorum and Voting.

(a)Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 42 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Articles of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Articles of Incorporation provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b)At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these Bylaws.

Section 22. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 23. Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 24. Committees.

(a)Executive Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, including without limitation the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the bylaws of the Corporation.

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(b)Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws.

(c)Term. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d)Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 24 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 25. Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V

OFFICERS

Section 26. Officers Designated. The officers of the Corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board of Directors.

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Section 27. Tenure and Duties of Officers.

(a)General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 27.

(c)Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the Corporation, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(d)Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(e)Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the Corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(f)Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 28. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

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Section 29. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract with the resigning officer.

Section 30. Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION

Section 31. Execution of Corporate Instrument. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalf of the Corporation the corporate name without limitation, or to enter into contracts on behalf of the Corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the Corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the Corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation or in special accounts of the Corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 32. Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

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ARTICLE VII

SHARES OF STOCK

Section 33. Form and Execution of Certificates. Certificates for the shares of stock of the Corporation shall be in such form as is consistent with the Articles of Incorporation and applicable law. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 34. Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The Corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the Corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 35. Transfers.

(a)Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b)The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the Nevada Revised Statutes.

Section 36. Fixing Record Dates.

(a)In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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(b)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is filed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 37. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section 38. Execution of Other Securities. All bonds, debentures and other corporate securities of the Corporation, other than stock certificates (covered in Section 33), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.

ARTICLE IX

DIVIDENDS

Section 39. Declaration of Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 40. Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

Section 41. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

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ARTICLE XI

INDEMNIFICATION

Section 42. Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

(a)Directors Officers. The Corporation shall indemnify its directors and officers to the fullest extent not prohibited by the Nevada Revised Statutes provided that the Corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Nevada Revised Statutes or (iv) such indemnification is required to be made under subsection (d).

(b)Employees and Other Agents. The Corporation shall have power to indemnify its employees and other agents as set forth in the Nevada Revised Statutes.

(c)Expense. The Corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the Corporation, or is or was serving at the request of the Corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said mounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the Corporation to an officer of the Corporation (except by reason of the fact that such officer is or was a director of the Corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation.

(d)Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the director or officer. Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the Corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standard of conduct that make it permissible under the Nevada Revised Statutes for the Corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the Corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the Corporation) for advances, the Corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed in the best interests of the Corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Nevada Revised Statutes, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the Corporation.

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(e)Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Nevada Revised Statutes.

(f)Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g)Insurance. To the fullest extent permitted by the Nevada Revised Statutes, the Corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(h)Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the Corporation.

(i)Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.

(j)Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:

(i) The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(ii)The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(iii)The term the "Corporation" shall include, in addition to the resulting Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(iv)References to a "director," "executive officer," "officer," "employee," or "agent" of the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(v)References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Bylaw.

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ARTICLE XII

NOTICES

Section 43. Notices.

(a)Notice to Stockholders. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the Corporation or its transfer agent.

(b)Notice to Directors. Any notice required to be given to any director may be given by the method stated in subsection (a), or by facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the Corporation or an agent of the Corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.

(e)Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(f)Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

(g)Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Articles of Incorporation or Bylaws of the Corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of the Nevada Revised Statutes, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(h)Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the Articles of Incorporation or Bylaws of the Corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the Corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate under any provision of the Nevada Revised Statutes, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.

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ARTICLE XIII

AMENDMENTS

Section 44. Amendments.

The Board of Directors shall have the power to adopt, amend, or repeal Bylaws.

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Declared as the Bylaws of Yaterra Ventures Corp. effective as of the 1st day of December, 2008.

Signature of Director/Officer:	/s/ Jarrett F. Bousquet
Name of Director/Officer:	Jarrett F. Bousquet
Title:	President, Secretary and Treasurer

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EX-10.1

Exhibit 10.1

Employment & Non-Disclosure Agreement

This Employment Agreement (the “Agreement”) is governed by the independent contractor provisions and not covered by any government labor act anywhere worldwide. Unless otherwise stated, the employee shall mean the independent contractor (IC) throughout this agreement.

Foreground:

Wolfgang Hahn (the “Employer”) (WH) as an incoming majority shareholder of Mining Global Inc OTC:MNGG has advanced approximately $150,000 in anticipation of acquiring the majority position via preferred shares from the IC Zoran Cvetojevic. Additionally WH has also made a capital contribution into MNGG of about $50,000 towards rehabilitating the co with audit , new mining merger and other corporate actions. WH requires the current IC to remain with MNGG to assist in these tasks until such time that WH can finalize the transaction (hard close) and appoint new management to MNGG if any.

Mina Mar Corporation, a Florida co acted as an advisor in this transaction. (MMG)

This agreement is governed by a non-disclosure agreement (NDA). No part of this or the NDA agreement can be released in whole or in part to anyone in any format whatsoever without the prior consent of IC which consent can unreasonably be withheld.

The NDA forms part of this agreement as schedule “A”

Entered into July 1, 2023. by and between Zoran Cvetojevic (the “IC ”) located at 500 S Australian Ave, Suite 600, West Palm Beach, FL 33401 (Address) and Mining Global, Inc. OTC:MNGG represented by the incoming shareholder Wolfgang Hahn (the “Employer”) located at 500 S Australian Ave, Suite 600, West Palm Beach, FL 3340 (the “Address”), also referred to individually as the “Party” and collectively, the “Parties”.

IN CONSIDERATION OF the IC providing services desired by the Employer, and the Employer paying the IC to perform the services, the Parties agree to the following:

1.	Start Date and Location. On July 1st 2023 (the “Commencement Date”), the IC will continue working for the Employer on a permanent/contract full-time/part-time basis as a Chairman of the Company. Unless a special situation arises, the IC will work remotely from 9 AM EST until 4 PM EST (time), including all necessary breaks as required by law for the working period stated.
2.	Compensation and Reimbursement. The Employer will pay the IC an annual salary of $4,800.00 USD annually on a monthly schedule, $400.00 every 1st of the month. The Employer shall NOT withhold federal, state, and local taxes as required by law. The Employer will reimburse the IC for all out-of-pocket expenses that are pre-approved by the Employer. Once the company is sold or any profit made Mr. Cvetojevic will receive 2.5% of the transaction, on closing date.
3.	Termination. This Agreement will begin on the Commencement Date and will remain in effect for the duration of the employment relationship being 12 months ending July 1, 2024. This Agreement will automatically renew evergreen at the end of the employment relationship.
4.	Penalty. In the event the company is sold or new management is installed and terminating this agreement then The IC shall be paid 3 months bonus as punitive damage. Meaning the IC shall be paid equal to 3 months agreed monthly salary.

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5.	Confidentiality. Throughout the duration of the Agreement, the IC may become aware of the Employer’s confidential data. The IC agrees to hold all confidential data in complete confidence. This provision shall remain in full force and effect even after the termination of this Agreement either by its natural termination or early termination for cause.
6.	Relationship of the Parties:

6.1.	At-Will Employment. The employment relationship is “at will” which means either Party may end the employment relationship at any time, for any reason. Although not required by law, a one-month notice of termination by the terminating Party is requested and encouraged.
6.2.	Binding Authority. The IC does not have the authority to bind the Employer to any contracts or commitments without written consent by the Employer.
6.3.	No Exclusivity. The Parties understand this Agreement is not an exclusive arrangement. The Parties agree they are free to enter into other similar agreements with other parties.

7.	Waiver. Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing by the Parties. If any provision, right, or obligation is waived, it is only waived to the extent agreed to in writing.
8.	Modifications. Any changes and/or modifications to this Contract must be made in writing and be signed by both Parties.
9.	Assignment. Neither Party may assign their rights and/or obligations under this Agreement.
10.	Dispute Resolution:

10.1.	Choice of Law. The Parties agree that this Agreement shall be governed by the State and/or Country in which the duties of this Agreement are expected to take place. In the event that the duties of this Agreement are to take place in multiple States and/or Countries, this Agreement shall be governed by Nevada law.
10.2.	Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.
10.3.	Mediation or Binding Arbitration. In the event that a dispute cannot be resolved through good faith negotiation, the Parties agree to submit to binding mediation or arbitration.
10.4.	Attorney’s Fees. In the event of Arbitration and/or Mediation, the prevailing party will be entitled to its legal fees, including, but not limited to, its attorneys’ fees.

11. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.

12. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

13. Notices. All notices under this Agreement must be sent by email with read receipt requested or by certified or registered U.S. Postal Service mail with return receipt requested.

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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-disclosure Agreement (the “Agreement”) is made and entered into effective as of July 10, 2023, by and between OTC:MNGG and WH Wolfgang Hahn (the “Company”), and Zoran Cvetojevic (“IC”). In consideration of the mutual covenants and conditions contained herein, to induce the parties hereto to provide certain information to each other and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement do hereby agree as follows:

1. Definition of Confidential Information. For all purposes of this Agreement, the term “Confidential Information” shall collectively refer to all non-public information or material disclosed or provided by one party to the other, either orally or in writing, or obtained by the recipient party from a third party or any other source, concerning any aspect of the business or affairs of the other party or its “affiliates” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934), including without limitation, any information or material pertaining to products, formulae, specifications, designs, processes, plans, policies, procedures, employees, work conditions, legal and regulatory affairs, assets, inventory, discoveries, trademarks, patents, manufacturing, packaging, distribution, sales, marketing, expenses, financial statements and data, customer and supplier lists, raw materials, costs of goods and relationships with third parties. Confidential Information also includes any notes, analyses, compilations, studies or other material or documents prepared by the recipient party which contain, reflect or are based, in whole or in part, on the Confidential Information.

Notwithstanding the foregoing, Confidential Information shall not include information or material that (i) is publicly available or becomes publicly available through no action or fault of the recipient party, (ii) was already in the recipient party’s possession or known to the recipient party prior to being disclosed or provided to the recipient party by or on behalf of the other party, provided, that, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the non-disclosing party or any other party with respect thereto, (iii) was or is obtained by the recipient party from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to the non-disclosing party or any other party with respect to such information or material, or (iv) is independently developed by the recipient party without reference to the Confidential Information.

2. Restrictions on Disclosure and Use. The Company and IC do hereby covenant and agree with each other as follows:

2.1 Non-disclosure. Both parties shall keep strictly confidential and shall not disclose, or cause or permit to be disclosed, to any person or entity, (i) any information about the potential sale of all or a portion of all of the assets or equity securities of the Company (the “Transaction”) or the fact that either party has received the Confidential Information and is considering the Transaction and all discussions between the Company and IC related thereto, except that both parties may make such disclosure if it has received the reasonable advice of its outside counsel that such disclosure must be made in order that such party not commit a violation of law, and (ii) the Confidential Information, except to those officers, employees or other authorized agents and representatives and professional consultants of such party to whom disclosure is reasonably necessary in connection with the Transaction and who shall agree to be bound by the terms of this Agreement, and except as otherwise consented to in writing by the non-disclosing party. Both parties shall take all actions reasonably necessary to ensure that the Confidential Information remains strictly confidential and is not disclosed to or seen, used or obtained by any person or entity except in accordance with the terms of this Agreement. Both parties agree not to contact any employees, customers, or suppliers of the other party or its affiliates with respect to the Transaction or for the purpose of obtaining information for use in evaluating the Transaction, without the other party’s prior written consent .IC further agrees that all inquiries, requests for information and other communications concerning the Transaction shall be made only through Mina Mar Corporation (“MMG”) unless otherwise advised or permitted by Company.

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In the event that either party is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or by any law, rule or regulation of any governmental agency or regulatory authority) to disclose any of the Confidential Information, such party shall provide the other party with prompt written notice of any such request or requirement so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver, and if one party is nonetheless, legally compelled to disclose Confidential Information, such party may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which such counsel advises it is legally required to be disclosed, provided that such party shall use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal.

2.2 Ownership. All Confidential Information of a party shall remain the exclusive property of such party, and no right, title or interest in or to any of the Confidential Information or any material developed therefrom is transferred to the recipient party hereby or by its delivery to the recipient party hereunder.

2.3 Use. The recipient party shall use or cause the Confidential Information to be used only to evaluate the Transaction and in a manner consistent with the terms and conditions of this Agreement and at no time shall the recipient party otherwise use the Confidential Information for the benefit of itself or any other third party or in any manner adverse to, or to the detriment of, the disclosing party or its affiliates or their respective shareholders.

2.4 Other Parties Bound. All affiliates of a recipient party and all directors, officers, employees, agents and representatives of a recipient party or its affiliates shall be included within the definition of the term “recipient party” for purposes of this Agreement and shall be bound by the terms and conditions of this Agreement. The recipient party shall be responsible for any breaches of this Agreement by any of its affiliates and any directors, officers, employees, agents and representatives of such recipient party or its affiliates.

3. No Solicitation. For a period of one year from the date of this Agreement, neither party will directly solicit the employment of any officer or employee of the other party or its affiliates without the prior written consent of such other party.

4. Return of Confidential Information. A recipient party shall, upon accomplishing the limited purpose of evaluating the Transaction, or at any time upon the written request of the other party, immediately return to the other party all Confidential Information (including notes, writings and other material developed therefrom by the recipient party) and all copies thereof and retain none for its files. Notwithstanding such return, both parties shall continue to be bound by this Agreement.

5. No Representations or Warranties. The Confidential Information is being provided under this Agreement “as is” and without any representation or warranty of any kind, either express or implied, regarding the accuracy or completeness or other quality of the Confidential Information. In no event shall either party or its affiliates or any of their respective directors, officers, employees, agents or representatives (including, without limitation, MMG) have any liability to other party relating to or arising out of any use of the Confidential Information in accordance with this Agreement.

6. Indemnification. Each party shall indemnify and hold harmless the other party and its affiliates and their respective directors, officers, employees, agents and representatives from and against any and all losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) caused by or arising out of any direct breach of this Agreement or any direct breach for it is responsible hereunder, and any and all actions, suits, proceedings, claims, demands or judgments incident thereto.

7. Equitable Remedies. Both parties hereby agree that their failure to perform any obligation or duty which they have agreed to perform under this Agreement may cause irreparable harm to the other party, which harm cannot be adequately compensated for by money damages. It is further agreed by both parties that an order of specific performance or for injunctive relief against the recipient party in the event of a breach or default under the terms of this Agreement would be equitable and would not work a hardship on the recipient party. Accordingly, in the event of a breach or default by either party hereunder, the non-defaulting party, without any bond or other security being required and in addition to whatever other remedies are or might be available at law or in equity, shall have the right either to compel specific performance by, or to obtain injunctive relief against, the other party, with respect to any obligation or duty herein or breach thereof.

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8. No Licenses Granted. Neither party grants any licenses, by implication or otherwise, under any patent, copyright, trademark, trade secret or other rights by disclosing Confidential Information under this Agreement.

9. Definitive Agreement. The Company and IC understand and agree that no contract or agreement providing for any transaction involving the Company or IC shall be deemed to exist between IC and the Company unless and until a final definitive agreement has been executed and delivered, and the Company and IC hereby waive in advance, any claims (including, without limitation, breach of contract) in connection with any such transaction unless and until Zoran Cvetojevic or IC and the Company shall have entered into a final definitive agreement. The Company and IC also agree that unless and until a final definitive agreement between IC and the Company has been executed and delivered, neither IC nor the Company will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement except for the matters specifically agreed to herein. Both parties reserve the right, in their sole discretion, to reject any and all proposals made by the other party and to terminate discussions and negotiations with respect to a Transaction at any time. Both parties further understand that (i) either party shall be free to conduct any process for any transaction involving the Company or IC, if and as such party in its sole discretion shall determine (including, without limitation, negotiating with any other interested party and entering into a definitive agreement without prior notice to the other or any other person), (ii) any procedures relating to such process or transaction may be changed at any time in either party’s sole discretion without notice to the other or any other person, and (iii) neither party shall have any claims whatsoever against the other or any of its agents or representatives (including, without limitation, MMG ) arising out of or relating to any transaction involving the Company and Zoran Cvetojevic or IC(other than any claims against the parties to a definitive agreement in accordance with the terms thereof) nor, unless a definitive agreement is entered into, against any third party with whom a transaction is entered into.

10. Standstill. Each of the Company and Zoran Cvetojevic or Ich hereby covenant and agree that, for a period of six months from the date of this Agreement, without the prior written consent of the other party, which shall not be unreasonably withheld, it will not in any manner, directly or indirectly, or in conjunction with any other person or entity, (a) effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of the other party, (ii) any tender or exchange offer, merger or other business combination involving the other party, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other party, or (iv) any “solicitation” of “proxies” (as such terms are defined in Rule 14a-1 under the Securities Exchange Act of 1934) or consents to vote any securities of the other party; (b) form, join or in any way participate in a “group” (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) or otherwise act, alone or with others, to seek to acquire or affect control or influence the management, board of directors or policies of the other party; (c) enter into any discussions or arrangements with any third party regarding any of the foregoing; or (d) take any action which might force the other party to make a public announcement regarding any of the foregoing. Each of the Company and ICfurther covenant and agree that, without the prior written consent of the other party, it will not directly or indirectly, enter into any agreement, arrangement or understanding, with any other person or entity regarding a possible transaction involving such other party of the type and for the term described above.

11.Notices. Any notices to be given by either party to the other will be sufficiently given if delivered personally or transmitted by facsimile or if sent by registered mail, postage prepaid, to the parties at their respective addresses set out below, or to any other addresses as the parties may notify to the other from time to time in writing. This notice will be deemed to have been given at the time of delivery, if delivered in person or transmitted by facsimile, or within three business days from the date of posting if sent by registered mail.

12.Trading in Securities. Both parties acknowledge that they are aware, and agree to advise their directors, officers, employees, agents and representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any person who has material, non-public information concerning the Transaction from purchasing or selling securities of a company that may be a party to such Transaction or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

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13.Privileged Information and Work Product. To the extent any Confidential Information may include materials subject to attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, ICand the Company understand and agree that they both have a commonality of interest with respect to such matters and it is both our desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information provided by either party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this agreement, and under the joint defense doctrine.

14. Miscellaneous. This Agreement shall be binding upon, and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns, however, neither party m shall have the right to assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that a successor in interest to a party by merger, by operation of law, or by assignment, purchase, or otherwise, of the entire business of either party shall acquire all the rights and be subject to all the obligations of such party hereunder, without the necessity of obtaining such prior written consent; provided, however, that nothing herein shall prevent either party from assigning all of its rights and obligations under this Agreement to a subsidiary of that party upon written notice to the other party. This Agreement constitutes the complete agreement between the parties hereto with respect to the subject matter hereof and shall continue in full force and effect until terminated by mutual agreement of the parties hereto. The section headings used herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement shall be construed, performed and enforced in accordance with, and governed by, the internal laws of the State of California, without giving effect to the principles of conflicts of law thereof, and each party consents to personal jurisdiction in such state and voluntarily submits to the jurisdiction of the courts of such state in any action or proceeding relating to this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality, or unenforceability, without invalidating the remainder of this Agreement. This Agreement may not be modified or amended and no provision hereof may be waived, in whole or in part, except by a written agreement signed by the parties hereto. No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

15. Term. This Agreement shall remain in full force and effect from the date hereof until terminated by IC.

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The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

IC
Signed:	/s/ Zoran Cvetojevic
Name:	Zoran Cvetojevic
Date:	July 1, 2023

Employer
Signed:	/s/ Wolfgang Hahn
Name:	Wolfgang Hahn
Date:	July 1, 2023

Witness
Signed:	/s/ Miro Zecevic
Name:	Miro Zecevic
Date:	July 1, 2023

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EX-10.2

Exhibit 10.2

CONVERTIBLE LOAN AGREEMENT

THIS CONVERTIBLE LOAN AGREEMENT (the “Agreement”) is made as of March 30, 2021 by and between Mining Global, Inc., a corporation organized under the laws of the State of Nevada, USA, with registered offices located at 224 Datura Street, West Palm Beach, FL 33401 (the “Corporation”), and Emry Capital, a Company, located at 500 S Australian Ave, West Palm Beach, FL 33401 (the “INVESTOR”).

In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), INVESTOR hereby grants to the Corporation a convertible loan in the principal amount of $60,000 in lawful currency of USA (the “Principal Amount”), which the Corporation hereby acknowledge having received, the whole in accordance with the following terms and conditions:

1.Maturity Date – Subject to Sections 3 and 10, unless a conversion under Section 9 or an Event of Default (as defined below) has occurred prior to this time, the Principal Amount, together with any accrued and unpaid interest on such Principal Amount (together, the “Indebtedness”), will be due and payable in full on the Third anniversary of the signature of this Loan Agreement (the “Maturity Date”).

2. Origination Fee – No origination fee applies to this loan agreement.

3. Interest – Subject to Section 3, the Principal Amount, together with any past due and unpaid interest, will bear an Annual Percentage Rate (APR) of 10.0%, accruing monthly, from the date hereof until payment in full has been received by INVESTOR, including without limitation before and after maturity, default or judgment.

4. Extension – If the Corporation and INVESTOR both agree to do so in writing, the Maturity Date may be extended by a period not to exceed 24 months from the original Maturity Date (the “Extension Period”). In the event that the Maturity Date is so extended, the interest rate shall not be increased.

5. Use of Proceeds – The Corporation will use the Principal Amount for the following purposes only: general working capital, on-going development of the Corporation’s core technology, hiring the core team, development of an intellectual property strategy, business development and general corporate development purposes.

6. Security – The Corporation’s loan obligations under this Loan Agreement will rank in priority to all other indebtedness of the Corporation.

7.Representations and Warranties – To induce INVESTOR to advance the Principal Amount to the Corporation, the Corporation represents and warrants the following to INVESTOR as of the date of this Loan Agreement:

(a) the Corporation has been duly incorporated and is validly existing under the (the “Corporation Act”) and has not been discontinued under the Corporation Act or been dissolved and is in good standing with respect to the filing of annual reports with the Director of Industry for the Corporation Act ;

(b) the Corporation has all requisite corporate power and capacity to own its property and assets and to carry on its business as now being conducted by it and enter into and deliver this Loan Agreement, and the Investor Rights Agreement dated the date hereof granting INVESTOR preemptive rights (the “Investor Rights Agreement” and together with the Loan Agreement , the “Transaction Documents”), and to perform its obligations under each of these documents;

(c) the Corporation has acquired all material licenses, registrations, authorizations, permits, approvals and consents necessary to carry on its business and such licenses, registrations, authorizations, permits, approvals and consents are in good standing, and the Corporation is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on;

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(d) each of the Transaction Documents, when executed and delivered, will constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles;

(e) neither the execution and delivery of the Transaction Documents, compliance with the terms, conditions and provisions of the Transaction Documents, will conflict with, accelerate the terms of or result in a breach of any of the terms, conditions or provisions of:

(i)any agreement, instrument or arrangement to which the Corporation is now a party or by which it is or may be bound, or constitute a default thereunder;

(ii)any judgment or order, writ, injunction or decree of any court; or

(iii)any applicable law, regulation or regulatory policy;

(f) this Loan Agreement (and the conversion rights granted therein) complies with all applicable securities laws and INVESTOR will hold all of its rights, title and interest therein (including its conversion rights) free and clear of all pre-emptive rights, hypothecs, mortgages, liens, charges, security interests, adverse claims, pledges and demands whatsoever arising by reason of the acts or omissions of the Corporation, other than the resale restrictions imposed by applicable securities laws; and

(g) the capitalization table attached to the conditional funding offer made by INVESTOR and accepted by the Corporation set forth all of the issued and outstanding shares of the capital of the Corporation as well as all issued and outstanding options, warrants, securities and other rights to purchase shares of the capital of the Corporation as of the date hereof.

8. The occurrence of any of the following events shall constitute an “Event of Default” under this note:

(a) If default occurs in payment when due of any indebtedness and such default continues for a period of 5 days following written notice specifying the same by the INVESTOR;

(b) if default occurs in performance of any other material covenant of the Corporation under this Note or Investor Rights Agreement and such default continues for period of 10 days following written notice specifying the same by the INVESTOR;

(c)if (i) the Corporation commits an act of bankruptcy or becomes insolvent within the meaning of any bankruptcy or insolvency legislation applicable to it or files an assignment in bankruptcy (ii) a petition or other process for the bankruptcy of the Corporation is filed or instituted and remains undismissed or unstayed for a period of at least 30 days or any relief sought in such proceedings shall occur.

Upon the occurrence of any Event of Default, all Indebtedness shall at the option of the INVESTOR and by notice in writing to the Corporation become forthwith due and payable and all of the rights and remedies conferred in respect of the Note shall become immediately enforceable.

9. Indemnity and Costs – INVESTOR is relying on the representations, warranties and covenants contained in this Loan Agreement. The Corporation agrees to indemnify and save INVESTOR harmless from and against all losses, damages, costs, or expenses, including legal costs as between a solicitor and his own client, suffered or incurred by INVESTOR as a result of or in connection with any of those representations, warranties or covenants being incorrect or breached. The Corporation will also pay or reimburse the reasonable legal fees, disbursements and out of pocket costs (including any applicable taxes thereon) incurred by or for the account of INVESTOR (i) in connection with the preparation of this Loan Agreement, and the transactions contemplated in this Loan Agreement and (ii) in pursuing its remedies against the Corporation in the event the Corporation defaults on any payment owing under this Loan Agreement.

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10. Conversion

(a) In this Section 9:

“Conversion Price” means 0.000001 :

(i) in the case of a Significant Financing (defined below), the lower of: (A) the lowest price paid per Significant Financing Security (defined below); and (B) the Capped Price;

(ii) in the case of a Change of Control (defined below), the lower of: (A) the price per share of the Corporation based on the valuation given in connection with the event triggering the Change of Control; and (B) the Capped Price;

(iii)in the case of a Discretionary Conversion (defined below), the lower of: (A) the price per share of the Corporation paid to the Corporation for Securities (defined below) at the last external financing (i.e. a financing where such Securities were issued which includes investors other than the current directors, officers and employees of the Corporation) completed after the date of this Loan Agreement; and (B) the Capped Price, however where no external financing has occurred after the date of this Loan Agreement, the price will be the Capped Price;

“Capped Price” means the pre-money price per share of the Corporation, which is capped at Two Hundred and Twenty-Five Thousand Dollars ($225,000).

“Discount” means a discount of 0% to the Conversion Price.

(b) The Indebtedness may be converted at INVESTOR’s option upon any of the following events (each a “Potential Conversion Event”) and on the terms set out in this Section 9:

(i) If the Corporation completes a private placement of equity securities of the Corporation (such securities or units of securities are referred to as the “Significant Financing Securities”) for gross proceeds of at least $500,000 (which does not include any Indebtedness converted pursuant to this Loan Agreement) (a “Significant Financing”) then unless INVESTOR provides a notice to the Corporation that it does not wish to convert the Indebtedness (as set out in Subsection 9(d)), concurrent with the closing of such Significant Financing all of the Indebtedness will be automatically and concurrently converted into Significant Financing Securities at a price equal to the applicable Conversion Price less the Discount and otherwise on the same terms and conditions as the investors under the Significant Financing.

(ii) Upon an amalgamation, merger or reorganization of the Corporation, a Sale of Control, initial public offering of equity securities of the Corporation or a sale of all or substantially all of the Corporation’s assets or undertaking, other than as part of an internal amalgamation, merger or reorganization which does not involve persons who are not shareholders or wholly owned subsidiaries of the Corporation (each a “Change of Control”), unless INVESTOR provides a notice to the Corporation that it does not wish to convert the Indebtedness (as set out in Subsection 9(d)), concurrent with the closing of such Change of Control all of the Indebtedness will be automatically and concurrently converted into the highest ranking equity securities of the Corporation outstanding immediately prior to the Change of Control (the “Change of Control Securities”), at a price equal to the applicable Conversion Price less the Discount, where “Sale of Control” means any event after which a person, together with his or its “associates” and “affiliates” (as defined in the Canada Business Corporations Act), holds, directly or indirectly, legally or beneficially, shares of the Corporation carrying more than 50% of the votes capable of being cast at a general meeting of the shareholders of the Corporation.

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(c) The Indebtedness may also be converted at INVESTOR’s sole option on the terms set out in this Section 9 if at any time prior to the Maturity Date, INVESTOR has provided the Corporation with written notice that it wishes to convert its Indebtedness into equity securities (a “Discretionary Conversion”), then on the date specified in such notice (which must not be beyond the Maturity Date) (the “Discretionary Conversion Date”) all of the Indebtedness will be automatically converted into the highest ranking equity securities of the Corporation outstanding at the Discretionary Conversion Date (the “Securities”), at a price equal to the applicable Conversion Price less the Discount.

(d) The Corporation shall provide INVESTOR with notice of any Potential Conversion Event at least 15 business days prior to the closing of such Potential Conversion Event. Upon receipt of such notice, INVESTOR shall have 12 business days to notify the Corporation in writing if it does not wish to convert the Indebtedness. In the event INVESTOR delivers such notice to the Corporation as set out above the Corporation will have the right to either keep the Loan outstanding in its current form, or prepay the Loan as set out in Section 10.

(e) Upon conversion of the Indebtedness, the Corporation will promptly deliver to INVESTOR a certificate representing the Significant Financing Securities, Change of Control Securities or Securities, as applicable, and, in the case of a Significant Financing or Change of Control, such other documents as purchasers under the Significant Financing or Change of Control, as applicable, are entitled to receive in connection therewith including, but not limited to, an opinion of counsel satisfactory to INVESTOR, acting reasonably, to the effect that such securities are duly and validly issued, fully paid and non-assessable, free from pre-emptive rights, and issued in compliance with applicable securities laws. The Corporation will cover all legal fees associated with such conversion including but not limited to the reasonable legal fees of INVESTOR.

(f) In the case of a Significant Financing, conversion shall be mandatory in the case that INVESTOR is a participating investor in the Significant Financing.

(g) No fractional securities shall be issued and if the conversion provided for in this Section 9 would result in INVESTOR being entitled to receive a fraction of a security, the Corporation shall instead issue upon the conversion the next lesser whole number of securities.

(h) Notwithstanding anything to the contrary:

(i) unless INVESTOR has notified the Corporation that it does not wish to convert its Indebtedness, upon the issuance of the Significant Financing Securities or the Change of Control Securities to INVESTOR pursuant to Subsection 9(b), INVESTOR shall be treated for all purposes as the record holder of such securities as of the date of the closing of the Significant Financing or Change of Control, as applicable; and

(ii) in the case of a Discretionary Conversion, upon the issuance of the Securities to INVESTOR pursuant to Subsection 9(c), INVESTOR shall be treated for all purposes as the record holder of such securities as of the Discretionary Conversion Date,

and in each case this Loan Agreement shall be deemed to be cancelled and the Corporation shall have no further obligation to pay INVESTOR under this Loan Agreement.

11. Prepayment – Except as otherwise set out in this Section 10, the Corporation does not have the right to prepay the Indebtedness without the prior written consent of INVESTOR. If, upon a Potential Conversion Event, INVESTOR does not convert the Indebtedness, the Corporation may, concurrent with the closing of the Potential Conversion Event, choose, in its sole discretion, to prepay all Indebtedness owing under this Loan Agreement on the date of the Conversion Event. In the event the Indebtedness is not prepaid as set out above, it will remain in full force and effect on the terms set out herein.

12.INVESTOR’s Non-Waiver of Rights – Failure of INVESTOR to enforce any of its rights or remedies under this Loan Agreement will not constitute a waiver of the rights of INVESTOR to later enforce such rights and remedies. No waiver will be effective unless it is in writing and specifically references the provision in this Loan Agreement to which such waiver relates.

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13. Corporation’s Waiver – The Corporation waives demand and presentment for payment, notice of non-payment, protest and notice of protest of this Loan Agreement.

14. Time of the Essence – Time will be of the essence in this Loan Agreement and no extension or variation of this Loan Agreement will operate as a waiver of this provision.

15. Enurement – This Loan Agreement will enure to the benefit of and be binding upon the parties and their respective successors and assigns; it being understood and agreed that the Corporation shall not have the right to assign this Loan Agreement, nor any of its rights or obligations hereunder, without the prior written consent of INVESTOR, acting in its sole discretion.

16. Governing Law – This Loan Agreement (and any transactions, documents, instruments or other agreements contemplated in this Loan Agreement) will be construed and governed exclusively by the laws in force in Florida and the laws of the United States applicable therein, and the courts of Florida will have exclusive jurisdiction to hear and determine all disputes arising hereunder. The undersigned irrevocably attorns to the jurisdiction of said courts and consents to the commencement of proceedings in such courts. This provision will not, however, be construed to impair the rights of INVESTOR to enforce a judgment or award outside said province, including the right to record and enforce a judgment or award in any other jurisdiction.

17. Severability – If any provision of this Loan Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction from which no further appeal lies or is taken, that provision will be deemed to be severed from this Loan Agreement, and the remaining provisions of this Loan Agreement will not be affected because of that and will remain valid and enforceable.

18. Further Acts – Each of the parties shall at the request of the other party, and at the expense of the Corporation, execute and deliver any further documents and do all acts and things as that party may reasonably require in order to carry out the true intent and meaning of this Loan Agreement.

19. Amendments – No term or provision hereof may be amended except by an instrument in writing signed by all of the parties to this Loan Agreement.

20. Counterparts – This Loan Agreement may be executed in counterpart and such counterparts together will constitute a single instrument. Delivery of an executed counterpart of this Loan Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (“.pdf”), will be equally effective as delivery of a manually executed counterpart hereof. The parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Loan Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means.

IN WITNESS WHEREOF the undersigned have executed and delivered this Loan Agreement as of March 30, 2021.

 

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EX-10.3

Exhibit 10.3

CONVERTIBLE LOAN AGREEMENT

THIS CONVERTIBLE LOAN AGREEMENT (the “Agreement”) is made as of September 6, 2023. by and between Mining Global Inc., a corporation organized under the laws of the State of Delaware, USA, with registered offices located at 500 S Australian Ave., West Palm Beach, FL 33401 (the “Corporation”), and Wolfgang Hahn, a natural person, located at 74 Boulevard d’Italie, Flat 2401 98000 Monaco (the “INVESTOR”).

In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), INVESTOR hereby grants to the Corporation a convertible loan in the principal amount of $26,000 in lawful currency of USA (the “Principal Amount”), which the Corporation hereby acknowledge having received, the whole in accordance with the following terms and conditions:

1.Maturity Date – Subject to Sections 3 and 10, unless a conversion under Section 9 or an Event of Default (as defined below) has occurred prior to this time, the Principal Amount, together with any accrued and unpaid interest on such Principal Amount (together, the “Indebtedness”), will be due and payable in full on the Third anniversary of the signature of this Loan Agreement (the “Maturity Date”).

2.Origination Fee – No origination fee applies to this loan agreement.

3.Interest – Subject to Section 3, the Principal Amount, together with any past due and unpaid interest, will bear an 10.0% interest rate accruing annually, calculated monthly and compounded monthly, from the date hereof until payment in full has been received by INVESTOR, including without limitation before and after maturity, default or judgment.

4.Extension – If the Corporation and INVESTOR both agree to do so in writing, the Maturity Date may be extended by a period not to exceed 24 months from the original Maturity Date (the “Extension Period”). In the event that the Maturity Date is so extended, the interest rate shall not be increased.

5.Use of Proceeds – The Corporation will use the Principal Amount for the following purposes only: general working capital, on-going development of the Corporation’s core technology, hiring the core team, development of an intellectual property strategy, business development and general corporate development purposes.

6.Security – The Corporation’s loan obligations under this Loan Agreement will rank in priority to all other indebtedness of the Corporation.

7.Representations and Warranties – To induce INVESTOR to advance the Principal Amount to the Corporation, the Corporation represents and warrants the following to INVESTOR as of the date of this Loan Agreement:

(a) the Corporation has been duly incorporated and is validly existing under the (the “Corporation Act”) and has not been discontinued under the Corporation Act or been dissolved and is in good standing with respect to the filing of annual reports with the Director of Industry for the Corporation Act ;

(b) the Corporation has all requisite corporate power and capacity to own its property and assets and to carry on its business as now being conducted by it and enter into and deliver this Loan Agreement, and the Investor Rights Agreement dated the date hereof granting INVESTOR preemptive rights (the “Investor Rights Agreement” and together with the Loan Agreement , the “Transaction Documents”), and to perform its obligations under each of these documents;

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(c) the Corporation has acquired all material licenses, registrations, authorizations, permits, approvals and consents necessary to carry on its business and such licenses, registrations, authorizations, permits, approvals and consents are in good standing, and the Corporation is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on;

(d) each of the Transaction Documents, when executed and delivered, will constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles;

(e) neither the execution and delivery of the Transaction Documents, compliance with the terms, conditions and provisions of the Transaction Documents, will conflict with, accelerate the terms of or result in a breach of any of the terms, conditions or provisions of:

(i) any agreement, instrument or arrangement to which the Corporation is now a party or by which it is or may be bound, or constitute a default thereunder;

(ii) any judgment or order, writ, injunction or decree of any court; or

(iii) any applicable law, regulation or regulatory policy;

(f) this Loan Agreement (and the conversion rights granted therein) complies with all applicable securities laws and INVESTOR will hold all of its rights, title and interest therein (including its conversion rights) free and clear of all pre-emptive rights, hypothecs, mortgages, liens, charges, security interests, adverse claims, pledges and demands whatsoever arising by reason of the acts or omissions of the Corporation, other than the resale restrictions imposed by applicable securities laws; and

(g) the capitalization table attached to the conditional funding offer made by INVESTOR and accepted by the Corporation set forth all of the issued and outstanding shares of the capital of the Corporation as well as all issued and outstanding options, warrants, securities and other rights to purchase shares of the capital of the Corporation as of the date hereof.

8. The occurrence of any of the following events shall constitute an “Event of Default” under this note:

(a) If default occurs in payment when due of any indebtedness and such default continues for a period of 5 days following written notice specifying the same by the INVESTOR;

(b) if default occurs in performance of any other material covenant of the Corporation under this Note or Investor Rights Agreement and such default continues for period of 10 days following written notice specifying the same by the INVESTOR;

(c) if (i) the Corporation commits an act of bankruptcy or becomes insolvent within the meaning of any bankruptcy or insolvency legislation applicable to it or files an assignment in bankruptcy (ii) a petition or other process for the bankruptcy of the Corporation is filed or instituted and remains undismissed or unstayed for a period of at least 30 days or any relief sought in such proceedings shall occur.

Upon the occurrence of any Event of Default, all Indebtedness shall at the option of the INVESTOR and by notice in writing to the Corporation become forthwith due and payable and all of the rights and remedies conferred in respect of the Note shall become immediately enforceable.

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9. Indemnity and Costs – INVESTOR is relying on the representations, warranties and covenants contained in this Loan Agreement. The Corporation agrees to indemnify and save INVESTOR harmless from and against all losses, damages, costs, or expenses, including legal costs as between a solicitor and his own client, suffered or incurred by INVESTOR as a result of or in connection with any of those representations, warranties or covenants being incorrect or breached. The Corporation will also pay or reimburse the reasonable legal fees, disbursements and out of pocket costs (including any applicable taxes thereon) incurred by or for the account of INVESTOR (i) in connection with the preparation of this Loan Agreement, and the transactions contemplated in this Loan Agreement and (ii) in pursuing its remedies against the Corporation in the event the Corporation defaults on any payment owing under this Loan Agreement.

10. Conversion

(a) In this Section 9:

“Conversion Price” means 0.00001 :

(i) in the case of a Significant Financing (defined below), the lower of: (A) the lowest price paid per Significant Financing Security (defined below); and (B) the Capped Price;

(ii) in the case of a Change of Control (defined below), the lower of: (A) the price per share of the Corporation based on the valuation given in connection with the event triggering the Change of Control; and (B) the Capped Price;

(iii)in the case of a Discretionary Conversion (defined below), the lower of: (A) the price per share of the Corporation paid to the Corporation for Securities (defined below) at the last external financing (i.e. a financing where such Securities were issued which includes investors other than the current directors, officers and employees of the Corporation) completed after the date of this Loan Agreement; and (B) the Capped Price, however where no external financing has occurred after the date of this Loan Agreement, the price will be the Capped Price;

“Capped Price” means the pre-money price per share of the Corporation, which is capped at Two Hundred and Twenty-Five Thousand Dollars ($225,000).

“Discount” means a discount of 0% to the Conversion Price.

(b) The Indebtedness may be converted at INVESTOR’s option upon any of the following events (each a “Potential Conversion Event”) and on the terms set out in this Section 9:

(i) If the Corporation completes a private placement of equity securities of the Corporation (such securities or units of securities are referred to as the “Significant Financing Securities”) for gross proceeds of at least $500,000 (which does not include any Indebtedness converted pursuant to this Loan Agreement) (a “Significant Financing”) then unless INVESTOR provides a notice to the Corporation that it does not wish to convert the Indebtedness (as set out in Subsection 9(d)), concurrent with the closing of such Significant Financing all of the Indebtedness will be automatically and concurrently converted into Significant Financing Securities at a price equal to the applicable Conversion Price less the Discount and otherwise on the same terms and conditions as the investors under the Significant Financing.

(ii) Upon an amalgamation, merger or reorganization of the Corporation, a Sale of Control, initial public offering of equity securities of the Corporation or a sale of all or substantially all of the Corporation’s assets or undertaking, other than as part of an internal amalgamation, merger or reorganization which does not involve persons who are not shareholders or wholly owned subsidiaries of the Corporation (each a “Change of Control”), unless INVESTOR provides a notice to the Corporation that it does not wish to convert the Indebtedness (as set out in Subsection 9(d)), concurrent with the closing of such Change of Control all of the Indebtedness will be automatically and concurrently converted into the highest ranking equity securities of the Corporation outstanding immediately prior to the Change of Control (the “Change of Control Securities”), at a price equal to the applicable Conversion Price less the Discount, where “Sale of Control” means any event after which a person, together with his or its “associates” and “affiliates” (as defined in the Canada Business Corporations Act), holds, directly or indirectly, legally or beneficially, shares of the Corporation carrying more than 50% of the votes capable of being cast at a general meeting of the shareholders of the Corporation.

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(c) The Indebtedness may also be converted at INVESTOR’s sole option on the terms set out in this Section 9 if at any time prior to the Maturity Date, INVESTOR has provided the Corporation with written notice that it wishes to convert its Indebtedness into equity securities (a “Discretionary Conversion”), then on the date specified in such notice (which must not be beyond the Maturity Date) (the “Discretionary Conversion Date”) all of the Indebtedness will be automatically converted into the highest ranking equity securities of the Corporation outstanding at the Discretionary Conversion Date (the “Securities”), at a price equal to the applicable Conversion Price less the Discount.

(d) The Corporation shall provide INVESTOR with notice of any Potential Conversion Event at least 15 business days prior to the closing of such Potential Conversion Event. Upon receipt of such notice, INVESTOR shall have 12 business days to notify the Corporation in writing if it does not wish to convert the Indebtedness. In the event INVESTOR delivers such notice to the Corporation as set out above the Corporation will have the right to either keep the Loan outstanding in its current form, or prepay the Loan as set out in Section 10.

(e) Upon conversion of the Indebtedness, the Corporation will promptly deliver to INVESTOR a certificate representing the Significant Financing Securities, Change of Control Securities or Securities, as applicable, and, in the case of a Significant Financing or Change of Control, such other documents as purchasers under the Significant Financing or Change of Control, as applicable, are entitled to receive in connection therewith including, but not limited to, an opinion of counsel satisfactory to INVESTOR, acting reasonably, to the effect that such securities are duly and validly issued, fully paid and non-assessable, free from pre-emptive rights, and issued in compliance with applicable securities laws. The Corporation will cover all legal fees associated with such conversion including but not limited to the reasonable legal fees of INVESTOR.

(f) In the case of a Significant Financing, conversion shall be mandatory in the case that INVESTOR is a participating investor in the Significant Financing.

(g) No fractional securities shall be issued and if the conversion provided for in this Section 9 would result in INVESTOR being entitled to receive a fraction of a security, the Corporation shall instead issue upon the conversion the next lesser whole number of securities.

(h) Notwithstanding anything to the contrary:

(i)unless INVESTOR has notified the Corporation that it does not wish to convert its Indebtedness, upon the issuance of the Significant Financing Securities or the Change of Control Securities to INVESTOR pursuant to Subsection 9(b), INVESTOR shall be treated for all purposes as the record holder of such securities as of the date of the closing of the Significant Financing or Change of Control, as applicable; and

(ii) in the case of a Discretionary Conversion, upon the issuance of the Securities to INVESTOR pursuant to Subsection 9(c), INVESTOR shall be treated for all purposes as the record holder of such securities as of the Discretionary Conversion Date, and in each case this Loan Agreement shall be deemed to be cancelled and the Corporation shall have no further obligation to pay INVESTOR under this Loan Agreement.

11. Prepayment – Except as otherwise set out in this Section 10, the Corporation does not have the right to prepay the Indebtedness without the prior written consent of INVESTOR. If, upon a Potential Conversion Event, INVESTOR does not convert the Indebtedness, the Corporation may, concurrent with the closing of the Potential Conversion Event, choose, in its sole discretion, to prepay all Indebtedness owing under this Loan Agreement on the date of the Conversion Event. In the event the Indebtedness is not prepaid as set out above, it will remain in full force and effect on the terms set out herein.

12. INVESTOR’s Non-Waiver of Rights – Failure of INVESTOR to enforce any of its rights or remedies under this Loan Agreement will not constitute a waiver of the rights of INVESTOR to later enforce such rights and remedies. No waiver will be effective unless it is in writing and specifically references the provision in this Loan Agreement to which such waiver relates.

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13. Corporation’s Waiver – The Corporation waives demand and presentment for payment, notice of non-payment, protest and notice of protest of this Loan Agreement.

14. Time of the Essence – Time will be of the essence in this Loan Agreement and no extension or variation of this Loan Agreement will operate as a waiver of this provision.

15. Enurment – This Loan Agreement will enure to the benefit of and be binding upon the parties and their respective successors and assigns; it being understood and agreed that the Corporation shall not have the right to assign this Loan Agreement, nor any of its rights or obligations hereunder, without the prior written consent of INVESTOR, acting in its sole discretion.

16. Governing Law – This Loan Agreement (and any transactions, documents, instruments or other agreements contemplated in this Loan Agreement) will be construed and governed exclusively by the laws in force in Florida and the laws of the United States applicable therein, and the courts of Florida will have exclusive jurisdiction to hear and determine all disputes arising hereunder. The undersigned irrevocably attorns to the jurisdiction of said courts and consents to the commencement of proceedings in such courts. This provision will not, however, be construed to impair the rights of INVESTOR to enforce a judgment or award outside said province, including the right to record and enforce a judgment or award in any other jurisdiction.

17. Severability – If any provision of this Loan Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction from which no further appeal lies or is taken, that provision will be deemed to be severed from this Loan Agreement, and the remaining provisions of this Loan Agreement will not be affected because of that and will remain valid and enforceable.

18. Further Acts – Each of the parties shall at the request of the other party, and at the expense of the Corporation, execute and deliver any further documents and do all acts and things as that party may reasonably require in order to carry out the true intent and meaning of this Loan Agreement.

19. Amendments – No term or provision hereof may be amended except by an instrument in writing signed by all of the parties to this Loan Agreement.

20. Counterparts – This Loan Agreement may be executed in counterpart and such counterparts together will constitute a single instrument. Delivery of an executed counterpart of this Loan Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (“.pdf”), will be equally effective as delivery of a manually executed counterpart hereof. The parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Loan Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means.

IN WITNESS WHEREOF the undersigned have executed and delivered this Loan Agreement as of September 13, 2023.

MINING GLOBAL INC.

Per:	/s/ Zoran Cvetojevic	Per:	/s/ Wolfgang Hahn
Zoran Cvetojevic, Chairman		Wolfgang Hahn

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EX-10.4

Exhibit 10.4

CONVERTIBLE LOAN AGREEMENT

THIS CONVERTIBLE LOAN AGREEMENT (the “Agreement”) is made as of November 10, 2023. by and between Mining Global Inc., a corporation organized under the laws of the State of Delaware, USA, with registered offices located at 500 S Australian Ave., West Palm Beach, FL 33401 (the “Corporation”), and Wolfgang Hahn, a natural person, located at 74 Boulevard d’Italie, Flat 2401 98000 Monaco (the “INVESTOR”).

In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), INVESTOR hereby grants to the Corporation a convertible loan in the principal amount of $20,000 in lawful currency of USA (the “Principal Amount”), which the Corporation hereby acknowledge having received, the whole in accordance with the following terms and conditions:

1.Maturity Date – Subject to Sections 3 and 10, unless a conversion under Section 9 or an Event of Default (as defined below) has occurred prior to this time, the Principal Amount, together with any accrued and unpaid interest on such Principal Amount (together, the “Indebtedness”), will be due and payable in full on the Third anniversary of the signature of this Loan Agreement (the “Maturity Date”).

2.Origination Fee – No origination fee applies to this loan agreement.

3.Interest – Subject to Section 3, the Principal Amount, together with any past due and unpaid interest, will bear an 10.0% interest rate accruing annually, calculated monthly and compounded monthly, from the date hereof until payment in full has been received by INVESTOR, including without limitation before and after maturity, default or judgment.

4.Extension – If the Corporation and INVESTOR both agree to do so in writing, the Maturity Date may be extended by a period not to exceed 24 months from the original Maturity Date (the “Extension Period”). In the event that the Maturity Date is so extended, the interest rate shall not be increased.

5.Use of Proceeds – The Corporation will use the Principal Amount for the following purposes only: general working capital, on-going development of the Corporation’s core technology, hiring the core team, development of an intellectual property strategy, business development and general corporate development purposes.

6.Security – The Corporation’s loan obligations under this Loan Agreement will rank in priority to all other indebtedness of the Corporation.

7.Representations and Warranties – To induce INVESTOR to advance the Principal Amount to the Corporation, the Corporation represents and warrants the following to INVESTOR as of the date of this Loan Agreement:

(a) the Corporation has been duly incorporated and is validly existing under the (the “Corporation Act”) and has not been discontinued under the Corporation Act or been dissolved and is in good standing with respect to the filing of annual reports with the Director of Industry for the Corporation Act ;

(b) the Corporation has all requisite corporate power and capacity to own its property and assets and to carry on its business as now being conducted by it and enter into and deliver this Loan Agreement, and the Investor Rights Agreement dated the date hereof granting INVESTOR preemptive rights (the “Investor Rights Agreement” and together with the Loan Agreement , the “Transaction Documents”), and to perform its obligations under each of these documents;

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(c) the Corporation has acquired all material licenses, registrations, authorizations, permits, approvals and consents necessary to carry on its business and such licenses, registrations, authorizations, permits, approvals and consents are in good standing, and the Corporation is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on;

(d) each of the Transaction Documents, when executed and delivered, will constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles;

(e) neither the execution and delivery of the Transaction Documents, compliance with the terms, conditions and provisions of the Transaction Documents, will conflict with, accelerate the terms of or result in a breach of any of the terms, conditions or provisions of:

(i) any agreement, instrument or arrangement to which the Corporation is now a party or by which it is or may be bound, or constitute a default thereunder;

(ii) any judgment or order, writ, injunction or decree of any court; or

(iii) any applicable law, regulation or regulatory policy;

(f) this Loan Agreement (and the conversion rights granted therein) complies with all applicable securities laws and INVESTOR will hold all of its rights, title and interest therein (including its conversion rights) free and clear of all pre-emptive rights, hypothecs, mortgages, liens, charges, security interests, adverse claims, pledges and demands whatsoever arising by reason of the acts or omissions of the Corporation, other than the resale restrictions imposed by applicable securities laws; and

(g) the capitalization table attached to the conditional funding offer made by INVESTOR and accepted by the Corporation set forth all of the issued and outstanding shares of the capital of the Corporation as well as all issued and outstanding options, warrants, securities and other rights to purchase shares of the capital of the Corporation as of the date hereof.

8. The occurrence of any of the following events shall constitute an “Event of Default” under this note:

(a) If default occurs in payment when due of any indebtedness and such default continues for a period of 5 days following written notice specifying the same by the INVESTOR;

(b) if default occurs in performance of any other material covenant of the Corporation under this Note or Investor Rights Agreement and such default continues for period of 10 days following written notice specifying the same by the INVESTOR;

(c) if (i) the Corporation commits an act of bankruptcy or becomes insolvent within the meaning of any bankruptcy or insolvency legislation applicable to it or files an assignment in bankruptcy (ii) a petition or other process for the bankruptcy of the Corporation is filed or instituted and remains undismissed or unstayed for a period of at least 30 days or any relief sought in such proceedings shall occur.

Upon the occurrence of any Event of Default, all Indebtedness shall at the option of the INVESTOR and by notice in writing to the Corporation become forthwith due and payable and all of the rights and remedies conferred in respect of the Note shall become immediately enforceable.

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9. Indemnity and Costs – INVESTOR is relying on the representations, warranties and covenants contained in this Loan Agreement. The Corporation agrees to indemnify and save INVESTOR harmless from and against all losses, damages, costs, or expenses, including legal costs as between a solicitor and his own client, suffered or incurred by INVESTOR as a result of or in connection with any of those representations, warranties or covenants being incorrect or breached. The Corporation will also pay or reimburse the reasonable legal fees, disbursements and out of pocket costs (including any applicable taxes thereon) incurred by or for the account of INVESTOR (i) in connection with the preparation of this Loan Agreement, and the transactions contemplated in this Loan Agreement and (ii) in pursuing its remedies against the Corporation in the event the Corporation defaults on any payment owing under this Loan Agreement.

10. Conversion

(a) In this Section 9:

“Conversion Price” means 0.00001 :

(i) in the case of a Significant Financing (defined below), the lower of: (A) the lowest price paid per Significant Financing Security (defined below); and (B) the Capped Price;

(ii) in the case of a Change of Control (defined below), the lower of: (A) the price per share of the Corporation based on the valuation given in connection with the event triggering the Change of Control; and (B) the Capped Price;

(iii)in the case of a Discretionary Conversion (defined below), the lower of: (A) the price per share of the Corporation paid to the Corporation for Securities (defined below) at the last external financing (i.e. a financing where such Securities were issued which includes investors other than the current directors, officers and employees of the Corporation) completed after the date of this Loan Agreement; and (B) the Capped Price, however where no external financing has occurred after the date of this Loan Agreement, the price will be the Capped Price;

“Capped Price” means the pre-money price per share of the Corporation, which is capped at Two Hundred and Twenty-Five Thousand Dollars ($225,000).

“Discount” means a discount of 0% to the Conversion Price.

(b) The Indebtedness may be converted at INVESTOR’s option upon any of the following events (each a “Potential Conversion Event”) and on the terms set out in this Section 9:

(i) If the Corporation completes a private placement of equity securities of the Corporation (such securities or units of securities are referred to as the “Significant Financing Securities”) for gross proceeds of at least $500,000 (which does not include any Indebtedness converted pursuant to this Loan Agreement) (a “Significant Financing”) then unless INVESTOR provides a notice to the Corporation that it does not wish to convert the Indebtedness (as set out in Subsection 9(d)), concurrent with the closing of such Significant Financing all of the Indebtedness will be automatically and concurrently converted into Significant Financing Securities at a price equal to the applicable Conversion Price less the Discount and otherwise on the same terms and conditions as the investors under the Significant Financing.

(ii) Upon an amalgamation, merger or reorganization of the Corporation, a Sale of Control, initial public offering of equity securities of the Corporation or a sale of all or substantially all of the Corporation’s assets or undertaking, other than as part of an internal amalgamation, merger or reorganization which does not involve persons who are not shareholders or wholly owned subsidiaries of the Corporation (each a “Change of Control”), unless INVESTOR provides a notice to the Corporation that it does not wish to convert the Indebtedness (as set out in Subsection 9(d)), concurrent with the closing of such Change of Control all of the Indebtedness will be automatically and concurrently converted into the highest ranking equity securities of the Corporation outstanding immediately prior to the Change of Control (the “Change of Control Securities”), at a price equal to the applicable Conversion Price less the Discount, where “Sale of Control” means any event after which a person, together with his or its “associates” and “affiliates” (as defined in the Canada Business Corporations Act), holds, directly or indirectly, legally or beneficially, shares of the Corporation carrying more than 50% of the votes capable of being cast at a general meeting of the shareholders of the Corporation.

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(c) The Indebtedness may also be converted at INVESTOR’s sole option on the terms set out in this Section 9 if at any time prior to the Maturity Date, INVESTOR has provided the Corporation with written notice that it wishes to convert its Indebtedness into equity securities (a “Discretionary Conversion”), then on the date specified in such notice (which must not be beyond the Maturity Date) (the “Discretionary Conversion Date”) all of the Indebtedness will be automatically converted into the highest ranking equity securities of the Corporation outstanding at the Discretionary Conversion Date (the “Securities”), at a price equal to the applicable Conversion Price less the Discount.

(d) The Corporation shall provide INVESTOR with notice of any Potential Conversion Event at least 15 business days prior to the closing of such Potential Conversion Event. Upon receipt of such notice, INVESTOR shall have 12 business days to notify the Corporation in writing if it does not wish to convert the Indebtedness. In the event INVESTOR delivers such notice to the Corporation as set out above the Corporation will have the right to either keep the Loan outstanding in its current form, or prepay the Loan as set out in Section 10.

(e) Upon conversion of the Indebtedness, the Corporation will promptly deliver to INVESTOR a certificate representing the Significant Financing Securities, Change of Control Securities or Securities, as applicable, and, in the case of a Significant Financing or Change of Control, such other documents as purchasers under the Significant Financing or Change of Control, as applicable, are entitled to receive in connection therewith including, but not limited to, an opinion of counsel satisfactory to INVESTOR, acting reasonably, to the effect that such securities are duly and validly issued, fully paid and non-assessable, free from pre-emptive rights, and issued in compliance with applicable securities laws. The Corporation will cover all legal fees associated with such conversion including but not limited to the reasonable legal fees of INVESTOR.

(f) In the case of a Significant Financing, conversion shall be mandatory in the case that INVESTOR is a participating investor in the Significant Financing.

(g) No fractional securities shall be issued and if the conversion provided for in this Section 9 would result in INVESTOR being entitled to receive a fraction of a security, the Corporation shall instead issue upon the conversion the next lesser whole number of securities.

(h) Notwithstanding anything to the contrary:

(i)unless INVESTOR has notified the Corporation that it does not wish to convert its Indebtedness, upon the issuance of the Significant Financing Securities or the Change of Control Securities to INVESTOR pursuant to Subsection 9(b), INVESTOR shall be treated for all purposes as the record holder of such securities as of the date of the closing of the Significant Financing or Change of Control, as applicable; and

(ii) in the case of a Discretionary Conversion, upon the issuance of the Securities to INVESTOR pursuant to Subsection 9(c), INVESTOR shall be treated for all purposes as the record holder of such securities as of the Discretionary Conversion Date, and in each case this Loan Agreement shall be deemed to be cancelled and the Corporation shall have no further obligation to pay INVESTOR under this Loan Agreement.

11. Prepayment – Except as otherwise set out in this Section 10, the Corporation does not have the right to prepay the Indebtedness without the prior written consent of INVESTOR. If, upon a Potential Conversion Event, INVESTOR does not convert the Indebtedness, the Corporation may, concurrent with the closing of the Potential Conversion Event, choose, in its sole discretion, to prepay all Indebtedness owing under this Loan Agreement on the date of the Conversion Event. In the event the Indebtedness is not prepaid as set out above, it will remain in full force and effect on the terms set out herein.

12. INVESTOR’s Non-Waiver of Rights – Failure of INVESTOR to enforce any of its rights or remedies under this Loan Agreement will not constitute a waiver of the rights of INVESTOR to later enforce such rights and remedies. No waiver will be effective unless it is in writing and specifically references the provision in this Loan Agreement to which such waiver relates.

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13. Corporation’s Waiver – The Corporation waives demand and presentment for payment, notice of non-payment, protest and notice of protest of this Loan Agreement.

14. Time of the Essence – Time will be of the essence in this Loan Agreement and no extension or variation of this Loan Agreement will operate as a waiver of this provision.

15. Enurment – This Loan Agreement will enure to the benefit of and be binding upon the parties and their respective successors and assigns; it being understood and agreed that the Corporation shall not have the right to assign this Loan Agreement, nor any of its rights or obligations hereunder, without the prior written consent of INVESTOR, acting in its sole discretion.

16. Governing Law – This Loan Agreement (and any transactions, documents, instruments or other agreements contemplated in this Loan Agreement) will be construed and governed exclusively by the laws in force in Florida and the laws of the United States applicable therein, and the courts of Florida will have exclusive jurisdiction to hear and determine all disputes arising hereunder. The undersigned irrevocably attorns to the jurisdiction of said courts and consents to the commencement of proceedings in such courts. This provision will not, however, be construed to impair the rights of INVESTOR to enforce a judgment or award outside said province, including the right to record and enforce a judgment or award in any other jurisdiction.

17. Severability – If any provision of this Loan Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction from which no further appeal lies or is taken, that provision will be deemed to be severed from this Loan Agreement, and the remaining provisions of this Loan Agreement will not be affected because of that and will remain valid and enforceable.

18. Further Acts – Each of the parties shall at the request of the other party, and at the expense of the Corporation, execute and deliver any further documents and do all acts and things as that party may reasonably require in order to carry out the true intent and meaning of this Loan Agreement.

19. Amendments – No term or provision hereof may be amended except by an instrument in writing signed by all of the parties to this Loan Agreement.

20. Counterparts – This Loan Agreement may be executed in counterpart and such counterparts together will constitute a single instrument. Delivery of an executed counterpart of this Loan Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (“.pdf”), will be equally effective as delivery of a manually executed counterpart hereof. The parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Loan Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means.

IN WITNESS WHEREOF the undersigned have executed and delivered this Loan Agreement as of November 10, 2023.

MINING GLOBAL INC.

Per:	/s/ Zoran Cvetojevic	Per:	/s/ Wolfgang Hahn
Zoran Cvetojevic, Chairman		Wolfgang Hahn

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