Item 4 — Purpose of Transaction
The Reporting Person acquired the Series A Preferred Stock in connection with the Closing of the Exchange, pursuant to which Avid Gold became a wholly-owned subsidiary of the Company. In connection with the Closing, the Reporting Person had been appointed as a member of the Company's Board of Directors effective July 7, 2026. The Voting Agreement was entered into pursuant to the terms of the Exchange Agreement, and the Series X Preferred Stock was issued in consideration for services agreed to be rendered. Following the Closing, the Voting Agreement requires the Voting Shareholders to vote their covered securities in favor of, among other matters, (i) fixing the number of directors constituting the Board of Directors at five, unless otherwise approved in writing pursuant to the Voting Agreement, (ii) electing and, if applicable, re-electing at least three directors designated in writing pursuant to the Voting Agreement and filling vacancies in such designated seats with persons so designated, (iii) increasing the Company's authorized Common Stock from 90,000,000 to 500,000,000 shares, (iv) effecting a 1-for-27 reverse stock split or a substantially similar reverse stock split ratio reasonably determined by the Board of Directors to be necessary or advisable, (v) redomiciling the Company from Utah to Nevada, (vi) changing the Company's name to such name as the Board of Directors may determine, (vii) approving the issuance of shares of Common Stock upon conversion of preferred stock issued in connection with the Exchange Agreement and related transactions, and (viii) taking other actions reasonably necessary or desirable to effectuate, facilitate or consummate the foregoing transactions. The Reporting Person, through his ownership of the Series X Preferred Stock and his rights under the Voting Agreement, may be deemed to have the ability to influence the outcome of votes on such matters and other matters submitted to a vote of the Company's stockholders. Except as set forth herein, the Reporting Person has no current plans or proposals that relate to or would result in any of the transactions or events described in Item 4 of Schedule 13D, although the Reporting Person may, from time to time, review or reconsider his position, change his purpose, and formulate plans or proposals with respect thereto. The Reporting Person retains the right to change his investment intent, and may, from time to time, acquire additional shares of common stock or other securities of the Company, or sell or otherwise dispose of (or enter into a plan or arrangements to sell or otherwise dispose of), all or part of the shares of common stock or other securities of the Company, if any, beneficially owned by him, in any manner permitted by law.