17. EQUITY

9 Months Ended

Sep. 30, 2025

Notes

17. EQUITY

17.EQUITY 

During the three and nine months ended September 30, 2025, the Company issued 1,279,897 and 4,214,516 shares of common stock for non-cash payments of accounts payable of $481,829 and

$1,812,428, respectively. During the three and nine months ended September 30, 2025, issued 93,750 and 242,084 shares of common stock, for conversion of debt, amounting to $45,000 and $237,549, net of offering costs of $0, respectively.

During the three and nine months ended September 30, 2024, the Company issued 838,123 and 1,123,421 shares of common stock, respectively, for acceptance of share subscriptions and conversion of debt, amounting to $2,371,245 and $3,206,711, net of offering costs of $1,399,765 and $1,720,619, respectively.

During the three and nine months ended September 30, 2024, the Company issued 0 and 123,200 shares of series B preferred stock, respectively, for acceptance of share subscriptions amounting to $0 and $267,126, net of offering costs of $0 and $40,874, respectively. There were no issuance of series B preferred stock for the three and nine months ended September 30, 2025.

For the three and nine months ended September 30, 2025, the Company incurred equity issuance costs of $0. For the three and nine months ended September 30, 2024, the Company incurred equity issuance costs of $1,399,765 and $1,761,493, respectively. These costs consisted of legal, marketing, accounting, printing, administration, broker-dealer, escrow and filing fees directly related to their respective offerings.

On June 14, 2024, the SEC qualified an offering of securities submitted by the Company under Regulation A (the “2024 Reg A Offering”). Under the 2024 Reg A Offering, the Company proposed to sell up to 3,333,333 shares (“Shares”) at a price of $6.00 per Share, and up to 4,852,224 shares of common stock underlying warrants (“Warrant”) issued in the Company’s 2021 Reg A Offering, exercisable at a price of $4.50 per Warrant.

On September 29, 2021, the SEC qualified an offering of securities submitted by the Company under Regulation A (the “2021 Reg A Offering”). Under the 2021 Reg A Offering, the Company proposed to sell up to 5 million units (“Units”) at a price of $3.75 per Unit (as adjusted for the Company’s 1 for 3 reverse split completed in April 2024). Each Unit was comprised of one share of common stock (an “Offering Share”) and one warrant to purchase an additional share (an “Offering Warrant”) at an exercise price of $7.50 per share for a period of three years from the date of issuance of the warrant. The Company reserved from treasury a maximum of 5,000,000 Shares issuable under the 2021 Reg A Offering, assuming full subscription, and a maximum of 1,666,667 shares issuable on exercise of the Offering Warrants (“Warrant Shares”) issued in connection with the 2021 Reg A Offering, assuming full subscription and full exercise. The Company did not issue Unit certificates but instead issued Offering Shares and Offering Warrants in the number of Units subscribed for to subscribers under the 2021 Reg A Offering. The Reg A Offering closed on September 29, 2022, with total gross proceeds of $18,195,838.

The table below sets forth the shares reserved as of September 30, 2025, by the Company for future potential issuance.

	Maximum Issuable
Company Stock Option Plan	4,000,000
Common Share Purchase Warrants issued	6,451,927
Shares issuable on exercise of outstanding Offering Warrants issued under the Reg A Offering	609,628
Shares issuable on exercise of outstanding Brokers Warrants issued under the Reg A Offering	48,522
Reservation for conversion of maximum issuable common shares	3,333,333
Shares issuable on exercise of outstanding Brokers Warrants issued under the Reg A Offering	25,714
Reservation for convertible note	566,667
TOTAL SHARES RESERVED FOR ISSUANCE	15,035,791

On June 14, 2024, the Company entered into an engagement agreement with Digital Offering, LLC to provide broker-dealer services in connection with the 2024 Reg A Offering. Under the terms of the engagement letter, the Company will issue a warrant to purchase one share of the Company’s

common stock (an “Agent Warrant”) equal to 2.30% of the total Shares sold to investors under the offering at an exercise price of $7.50 per share and subject to transfer, lock-up and exercise restrictions as set forth in Rule 5110 of the Financial Industry Regulatory Authority, Inc (“FINRA”), as applicable. The 2024 Reg A Offering closed on October 9, 2024, and 25,714 Agent Warrants were issued to Digital Offering, LLC in connection with its services under the 2024 Reg A Offering.

As of September 30, 2025, the Company had a total of 6,970,531 warrants issued and outstanding each to purchase one share of common stock, exercisable at a range from $0.48 to $7.50 per share for cash and a range length of time to exercise from 0.8 to 5 years. There were 7,975,499 warrants to purchase common stock outstanding as of December 31, 2024.

On July 24, 2025, Foreland issued a secured promissory note in the principal amount of $1,000,000 (“Note”) to KF Business Ventures, LP (“KFBV”). In connection with the issuance of the Note, the Company will issue: (i) five hundred thousand (500,000) shares of common stock to KFBV, and (ii) warrants to purchase up to 2,000,000 shares of common stock at an exercise price of $0.70 per share for a period of five years from the note issuance date as an additional incentive to enter into the Note with Foreland. The Note bears interest at a rate of thirty percent (30%) per annum and matures on November 24, 2025. As security for the Note, the wholly-owned subsidiary, 2020 Resources LLC (“2020 Resources”), entered into a security agreement (“Security Agreement”) with KFBV on July 24, 2025 and the Company and 2020 Resources entered into a guaranty agreement (“Guaranty Agreement”) with KFBV Additionally, the Company agreed to extend the term of all previous warrants issued to KFBV until July 24, 2029.

On August 29, 2025, the Company entered into a promissory note for $175,000 from private lender E.  This note is unsecured, bears interest at a rate of 12% per annum, with a maturity date of August 29, 2027.  As consideration for advancing the note, the lender was issued 70,000 warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $0.48 per share for a period of two years from the date of issuance.  The warrants were classified as equity and the fair value of the warrants were recorded separately as a debt discount and amortized over the term of the debt. The promissory note can be converted into common stock of the Company at the holder’s option at a price of $0.48 per share.

On July 21, 2025, the Company entered into a promissory note for $125,000 from private lender E.  This note is unsecured, bears interest at a rate of 12% per annum, with a maturity date of July 21, 2027.  As consideration for advancing the note, the lender was issued 50,000 warrants with each warrant granting the holder the right to purchase one common share of the Company at a price of $0.63 per share for a period of two years from the date of issuance.  The warrants were classified as equity and the fair value of the warrants were recorded separately as a debt discount and amortized over the term of the debt. The promissory note can be converted into common stock of the Company at the holder’s option at a price of $0.63 per share.

On May 22, 2025, the Company entered into a promissory note for $150,000 from private lender E. The note is unsecured, bears interest at a rate of 12% per annum, with a maturity date of May 22, 2027. As consideration for advancing the note, the lender was issued warrants to purchase up to 60,000 shares of common stock at a price of $1.25 per share for a period of two years from the date of issuance. The warrants were classified as equity and the fair value of the warrants were recorded separately as debt discount and amortized over the term of the debt. The promissory note can be converted into common stock of the Company at the holder’s option at a price of $1.25 per