RELATED PARTY TRANSACTIONS

12 Months Ended

May 31, 2025

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. FASB ASC 850, Related Party Disclosures (“FASB ASC 850”) requires that transactions with related parties that would make a difference in decision making shall be disclosed so that users of the consolidated financial statements can evaluate their significance. Related party transactions typically occur within the context of the following relationships:

● Affiliates of the entity;

● Entities for which investments in their equity securities is typically accounted for under the equity method by the investing entity;

● Trusts for the benefit of employees;

● Principal owners of the entity and members of their immediate families;

● Management of the entity and members of their immediate families.

● Other parties that can significantly influence the management or operating policies 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.

On November 27, 2023, the Company entered into an Amended and Restated Demand Promissory Note, (the “Demand Note”), and an Amended and Restated Membership Interest Pledge Agreement, (the “Lustre Pledge Agreement”) with the Company’s Chief Financial Officer. Under the Demand Note, the Company promises to pay on demand the principal sum of all disbursements made to the Company up to $400,000 plus interest accrued at an annual rate of 10%. As of May 31, 2025, the aggregate amount of advances, excluding accrued interest, was $292,099. The Demand Note is secured by all of the Company’s interests in Lustre, pursuant to the terms of the Lustre Pledge Agreement.

As disclosed in Note 10, in May 2023 the Company received funds pursuant to a Stock Purchase Agreement with Mr. Adamo, an accredited investor to purchase 6,062,886 restricted shares of the Company’s common stock at a purchase price of $0.0441 per share, totaling $267,320. As a result of this investment, he holds greater than 5% of the Company’s outstanding shares. Prior to becoming a shareholder, in November 2022, Mr. Adamo also invested $100,000 pursuant to the Secured Convertible Debt under the terms as disclosed in Note 12 and is an investor in the Reddig 11-21 well. Including his original investment and capital calls, Mr. Adamo has invested $510,800 into the Reddig 11-21 well.

As of May 31, 2025, Mr. Robert Adamo, owns approximately 6.7 million shares of Laredo Oil, Inc. common stock comprised of the 6.0 million shares purchase in May 2023 as well as 600,000 shares previously purchased and holds greater than 5% of the Company’s outstanding shares. On July 22, 2024 he advanced $50,000 to Lustre which is recorded in accounts payable as of May 31, 2025. The advance transaction is undocumented, but the funds were to ensure that Lustre had monies available to secure a SWD well to support drilling activity in the Lustre oil field. The repayment terms are subject to negotiation. Mr. Adamo agreed to using $10,000 of the advance to fund a portion of the Cranston SWD purchase. The remaining funds have been used to satisfy general corporate purposes as of May 31, 2025.

In addition, B&B Oil LLC, for which Mr Adamo is a principal owner, reimbursed Hell Creek Crude LLC $71,680.88 for a sonic log which only benefits B&B Oil and their 3D seismic studies. HCC acquired the information while purchasing seismic data for the Midfork field.

Accounts payables contain $162,500 for each of our two outside board members who have not been receiving current board stipends. In addition, as of May 31, 2025 Laredo has recorded accounts payable to the CFO, CEO and Cat Creek Holdings for expense reports totaling $5,063, $7,375, and $14,906, respectively.