Related Party Transactions (ASC 850)

12 Months Ended

Dec. 31, 2025

(19) Related Party Transactions (ASC 850)

During the year ended December 31, 2025, the Company engaged in transactions with related parties in the ordinary course of business.

Consulting Arrangements

During 2025, the Company received consulting services from:

●

MIS Consulting, Inc. (“MIS”), an entity owned and controlled by the Company’s President and Chief Executive Officer;

●

Abstract Concepts 1618 LLC (“Abstract”), a regularly engaged and compensated consultant of the Company; and

●

CRD News LLC (“CRD”), an entity owned and controlled by the Company’s President.

MIS provides consulting services to the Company pursuant to a consulting agreement substantially similar in form to the agreements used with other consultants. James Burgauer serves as the designated consultant on behalf of MIS.

Abstract provides consulting services to the Company pursuant to a consulting agreement substantially similar in form to the agreements used with other consultants. Lloyd Hendricks III is the manager of Abstract and serves as the designated consultant servicing the Company’s engagement.

CRD provides investor list rental, email distribution services, list management, and related support services in the ordinary course of business. CRD also processes certain third-party pass-through costs on behalf of the Company, which are reimbursed by the Company. No amounts were outstanding to CRD as of December 31, 2025.

Compensation for consulting and service arrangements was approved by management and is reflected in the accompanying financial statements.

Regulation D Private Offering

The Company commenced a private offering of Series D Preferred Stock pursuant to Regulation D, Rule 506(c), with a date of first sale of December 31, 2024, as reported on Form D. The offering continued through 2025 with a target raise of $1,500,000.

At the time Abstract participated in 2025, approximately $120,000 in subscriptions had already been received from other investors.

Abstract participated in the offering and acquired 48,000 shares of Series D Preferred Stock, with an aggregate stated value of approximately $1,200,000, together with 48,000 warrants in accordance with the terms of the offering. These Series D shares were immediately converted into 1,200,000,000 shares of common stock pursuant to the stated conversion ratio of 25,000 shares of common stock for each share of Series D Preferred Stock.

Commodity Capital Advisors LLC (“Commodity Capital”), an entity managed by Abstract and partially owned by Abstract and the two adult children of the Company’s President, also participated in the offering and acquired 7,200 shares of Series D Preferred Stock, with an aggregate stated value of approximately $180,000, together with warrants in accordance with the terms of the offering, and immediately converted them into 180,000,000 shares of the Company’s common stock pursuant to the stated conversion ratio of 25,000 shares of common stock for each share of Series D Preferred Stock.

The participation by Abstract and Commodity Capital enabled the Company to complete the $1,500,000 target offering amount.

The subscription consideration for the purchases by Abstract and Commodity Capital was satisfied through the transfer by Abstract to the Company, in full payment, of a derivative, fixed, terminating production payment royalty interest carved solely from Abstract’s existing royalty interest in an external project unrelated to the Company’s operations.

In connection with the subscription transactions, the Company granted Abstract and Commodity Capital a contractual option to repurchase the transferred royalty interests. The option is exercisable at a price equal to 110% of the respective subscription amounts, with such repurchase price increasing at a rate of 2% per month, compounded monthly. The repurchase feature constitutes a contractual option only and does not create any obligation of the Company to repurchase or redeem any securities or otherwise repay any amount. The repurchase feature does not constitute indebtedness and does not obligate the holders to exercise.

Related Party Line of Credit

During the year ended December 31, 2025, MIS provided working capital financing to the Company pursuant to a revolving Line of Credit Agreement dated December 1, 2025. The Credit Line permits borrowings up to a maximum outstanding principal balance of $100,000. Advances under the facility accrue interest at rates agreed upon by the parties for each borrowing, but not less than the Applicable Federal Rate (AFR).

The Credit Line is unsecured and payable on demand.

As of December 31, 2025, approximately $6,000 was outstanding under the Credit Line.

During 2025, Abstract advanced approximately $3,000 to the Company, which was repaid shortly thereafter.

Related Party Guarantee

In December 2025, the Company entered into a General Indemnity Agreement in connection with a surety bond issued by Indemnity National Insurance Company relating to the Company’s mineral lease operations. Under the agreement, the Company’s President executed the indemnity in his individual capacity as an indemnitor, thereby personally guaranteeing certain obligations of the Company under the bond. The Company did not provide additional consideration in exchange for this personal indemnity.

Routine Expense Reimbursements

Because the Company does not maintain corporate credit cards, the Company’s President regularly uses personal credit facilities to pay routine business expenses on behalf of the Company. A detailed accounting of such expenses is provided monthly, and the Company reimburses such amounts in the ordinary course of business. These reimbursements are non-interest-bearing and are not considered financing arrangements.

Outstanding Related Party Balances

As of December 31, 2025, amounts due to related parties included:

●

approximately $7,700 payable to MIS for consulting services rendered in the ordinary course of business;

●

approximately $7,200 payable to Abstract for consulting services rendered in the ordinary course of business; and

●

approximately $6,923 payable to the Company’s President for routine business expenses charged to personal credit facilities and reimbursable in the ordinary course of business.

These balances were unsecured and are expected to be settled in the ordinary course of business. Amounts outstanding under the MIS Line of Credit are separate obligations governed by the Credit Agreement described above.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

MINERALRITE Corp 10-K/A