MineralRite (OTC: RITE) restates results after $186 million asset write-down
Rhea-AI Filing Summary
MineralRite Corporation announced that prior financial statements can no longer be relied on and has filed amended reports after changing how it accounts for its acquisition of Peeples Inc. and California Precious Metals LLC from a business combination to an asset acquisition under ASC 805-50.
Following this change and updated valuation work under ASC 805-50 and ASC 820, the recorded carrying value of the acquired assets was reduced from approximately $432 million to approximately $246 million, a decrease of about $186 million, driving material changes to balance sheet presentation, additional paid-in capital, stockholders’ equity, risk factors, and note disclosures.
The company states these issues are non-cash accounting and presentation matters and do not involve fraud, cash irregularities, revenue recognition problems, or operational misconduct. MineralRite is early-stage with no revenue-generating operations and has not established mineral resources or reserves under Regulation S-K Subpart 1300. The SEC review of its Form 10 and related filings remains ongoing, and MineralRite cannot predict the timing, resolution, or outcome.
Positive
- None.
Negative
- Previously issued financial statements are unreliable: MineralRite determined that its annual financials for the year ended December 31, 2025 and quarterly financials for March 31, 2026 should no longer be relied upon, and has filed amended reports with restated figures.
- Large reduction in recorded asset values: Reclassifying the Peeples and California Precious Metals deal as an asset acquisition reduced the recorded carrying value of acquired assets from approximately $432 million to approximately $246 million, a decrease of about $186 million.
- Ongoing SEC review adds uncertainty: The SEC review of MineralRite’s Form 10 and related filings is still in progress, and the company cannot predict the timing, resolution, or outcome of that process.
- Early-stage, no revenues or established resources: The company remains in early development, has no revenue-generating operations, and has not established mineral resources or mineral reserves under SEC Regulation S-K Subpart 1300.
Insights
Large non-cash write-down and restatement, with SEC review still open.
MineralRite is reclassifying its Peeples and California Precious Metals acquisition from a business combination to an asset acquisition under ASC 805-50, after discussions with SEC staff. This shifts the accounting framework and valuation methodology for a cornerstone transaction completed on December 31, 2024.
The company cut the recorded carrying value of the acquired assets from approximately $432 million to approximately $246 million, a reduction of about $186 million. That materially alters shareholders’ equity and related disclosures but is described as a non-cash adjustment tied to measurement and presentation standards, not to operations.
Prior financial statements for the year ended December 31, 2025 and quarter ended March 31, 2026 should no longer be relied upon, and amended reports have been filed. The SEC’s review of the Form 10 and subsequent filings remains ongoing, with timing and outcome not predicted in the disclosure, adding uncertainty for stakeholders until the process is resolved.
8-K Event Classification
Key Figures
Key Terms
ASC 805-50 financial
ASC 820 financial
Regulation S-K Subpart 1300 regulatory
Form 10 regulatory
asset acquisition framework financial
non-reliance on previously issued financial statements financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.02 – Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
On May 25, 2026, following discussions with the Staff of the Securities and Exchange Commission and further evaluation of the applicable accounting guidance relating to the Company’s acquisition of Peeples Inc. and related assets, management of the Company concluded that the accounting treatment previously applied should be revised from a business combination framework to an asset acquisition framework under ASC 805-50.
As a result of the revised accounting framework, related valuation methodology, allocation procedures, and associated presentation changes, which resulted in materially different accounting and valuation conclusions, management determined that certain previously issued financial statements contained in the Company’s previously filed Annual Report on Form 10 for the fiscal year ended December 31, 2025, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, should no longer be relied upon.
The revisions primarily relate to non-cash accounting matters associated with acquisition accounting, valuation methodology, allocation, and financial statement presentation relating to the same underlying transactions and assets previously disclosed by the Company. The matters described herein do not involve allegations of fraud, cash irregularities, revenue recognition issues, customer-related matters, or operational misconduct.
The Company has filed, or intends to file, amended reports for the period ended December 31, 2025, and March 31, 2026, containing restated financial statements and expanded disclosures reflecting the revised accounting treatment and related adjustments.
Management discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm.
Item 7.01 – Regulation FD Disclosure
On May 27, 2026, MineralRite Corporation (the “Company”) issued a press release regarding the filing of amendments to certain previously filed periodic reports in connection with the ongoing SEC review process relating to the Company’s previously filed Form 10, as amended, subsequent periodic reports, and related accounting and disclosure matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
Item 8.01 – Other Events
The Company is reporting under Item 8.01 the filing of amendments to certain previously filed periodic reports relating to the accounting treatment, valuation methodology, allocation methodologies, and financial statement presentation associated with the Company’s previously disclosed acquisition of Peeples, Inc. and California Precious Metals LLC, together with related disclosures regarding the ongoing SEC review process.
The information set forth under this Item 8.01, together with the amended reports referenced herein, is filed for purposes of the Securities Exchange Act of 1934, as amended. Only the information furnished under Item 7.01 above, including Exhibit 99.1, is furnished and not filed.
Item 9.01 – Financial Statements and Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release dated May 27, 2026 (furnished herewith) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MINERALRITE CORPORATION
By: /s/ James Burgauer
Name: James Burgauer
Title: President and Principal Executive Officer
Date: May 27, 2026
Exhibit 99.1
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FOR IMMEDIATE RELEASE
MineralRite Corporation Announces Filing of Amended Periodic Reports with the SEC
Dallas, Texas – May 27, 2026 – MineralRite Corporation (“MineralRite” or the “Company”) today announced that it has filed amendments to certain previously filed periodic reports with the U.S. Securities and Exchange Commission (“SEC”). The amendments relate primarily to revisions in the accounting treatment, valuation methodology, allocation, and financial statement presentation associated with the Company’s previously disclosed acquisition of Peeples, Inc. and California Precious Metals LLC completed on December 31, 2024.
Following further evaluation of the applicable accounting guidance, including ASC 805-50, Asset Acquisitions, ASC 820, Fair Value Measurement, and discussions with the Staff of the SEC, the Company revised its accounting treatment of the Peeples transaction from a business combination under ASC 805 to an asset acquisition under ASC 805-50 and revised the methodology used to measure the consideration transferred associated with the transaction.
As a result of these accounting revisions, the Company reduced the recorded carrying value associated with the acquired assets from approximately $432 million as previously reported to approximately $246 million, a reduction of approximately $186 million. The Company has determined that, due to the revised accounting framework and related changes in valuation methodology, allocation procedures, and financial statement presentation, the previously issued financial statements should no longer be relied upon and has filed an Item 4.02 Current Report on Form 8-K in connection with these amendments. The amendments also include revisions to related balance sheet presentation, additional paid-in capital, stockholders’ equity, risk factor disclosures, note disclosures, and related financial statement presentation items reflected in the amended filings.
The Company has filed the amended reports to address accounting and disclosure matters identified during the SEC's review of the Company's Form 10 registration statement. The SEC review process remains ongoing, and the Company cannot predict the timing, resolution, or outcome of that process.
Management notes that the revisions reflected in the amended filings involve material changes to the accounting classification, valuation methodology, and carrying value of acquired assets. These accounting revisions reflect the application of different measurement and recognition standards. The accounting revisions affecting the carrying value of the Company’s mineral-related assets reflect accounting valuation and presentation adjustments under U.S. GAAP and do not constitute mineral resource or mineral reserve determinations under Regulation S-K Subpart 1300, which requires separate technical analysis, verification, and disclosure.
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Determinations regarding mineral resources or mineral reserves require technical analysis conducted in accordance with Regulation S-K Subpart 1300. As previously disclosed, the Company has not established mineral resources or mineral reserves under S-K 1300.
MineralRite further notes that its previously announced technical evaluation activities relating to the Skull Valley tailings project remain ongoing. Allan L. Schappert, CPG #11758, SME-RM, of ALS Geo Resources LLC, continues to conduct technical evaluation work relating to the project as part of the Company’s potential future consideration of technical disclosure under Regulation S-K Subpart 1300. Management currently awaits completion of the initial Phase 1 technical memorandum and cannot predict the timing, conclusions, or ultimate outcome of that process, particularly given that certain analytical and laboratory work remains subject to third-party processing schedules, laboratory capacity, and other factors outside the Company’s control.
Management Commentary
“The amended filings are intended to improve the clarity, consistency, and presentation of the Company’s financial statements and related disclosures following further evaluation of the applicable accounting guidance," stated James Burgauer, Chief Executive Officer of MineralRite Corporation. "We are committed to transparent and accurate financial reporting and believe the amendments reflect the appropriate application of the relevant accounting standards."
Burgauer continued, “Management believes it is important for investors to distinguish between accounting presentation matters and technical determinations relating to mineral resources or reserves under Regulation S-K Subpart 1300. The Company intends to continue advancing its technical evaluation activities and public disclosure processes in a careful and methodical manner. Consistent with its ongoing disclosure practices, management anticipates publicly disclosing material developments relating to the technical evaluation process as such information becomes available and is reviewed for appropriate public release.”
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About MineralRite Corporation
MineralRite Corporation is focused on the evaluation, remediation, recycling, and potential recovery of mineral values from existing materials, including previously processed mine tailings and other resource-bearing substrates. The Company’s strategy is centered on resource recovery and monetization from existing materials, rather than greenfield mining exploration or development activities. The Company believes this approach may represent a more efficient path toward potential operations and may allow for reduced upfront capital commitments through a more staged investment profile. Traditional greenfield exploration and development projects can require significant capital expenditures prior to the confirmation of any recoverable resources. Even with this approach, outcomes will depend on technical, economic, and regulatory factors.
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The Company is in the early stages of development and has not yet established any mineral resources or reserves under SEC Regulation S-K Subpart 1300, nor does it currently have any revenue-generating operations.
Contact:
MineralRite Corporation Investor Relations
Email: investor-relations@mineral-rite.com
Safe Harbor Disclosure
Forward-Looking Statements: Certain information set forth in this communication contains “forward-looking statements” within the meaning of applicable U.S. federal securities laws, including Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). MineralRite Corporation’s common stock is exempt from the definition of “penny stock” under Section 3(a)(51) of the Exchange Act and Rule 3a51-1 promulgated thereunder. Accordingly, the statutory safe harbor provisions of Section 21E of the Exchange Act are available to the Company with respect to forward-looking statements made herein. Nonetheless, investors are cautioned that forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements. Investors are cautioned not to place undue reliance on forward-looking statements. The Company also relies upon applicable common-law protections, including the “bespeaks caution” doctrine, together with the meaningful cautionary statements contained herein.
Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to: (i) statements regarding the anticipated benefits, strategic rationale, and expected effects of the transaction and repurchase framework described herein; (ii) statements regarding the Company’s capital-structure management initiatives, operational flexibility, financing activities, treasury-management objectives, or strategic initiatives; (iii) statements regarding the potential future repurchase, retirement, modification, restructuring, or settlement of Series NMC securities or related obligations; (iv) statements regarding the anticipated effects of the transaction on dilution, capital allocation, liquidity, working capital, or future financing flexibility; (v) statements regarding remediation, recycling, environmental recovery, resource-recovery, or environmental-credit-related initiatives; (vi) statements regarding future acquisitions, project-development activities, strategic relationships, monetization opportunities, or business opportunities; (vii) statements regarding the potential advancement, development, mobilization, implementation, or operational timing of the Skull Valley project or other projects under evaluation; (viii) statements regarding the potential economic viability, recoverability, or commercial potential of the Company’s projects, operational initiatives, or underlying materials; (ix) statements regarding the Company’s ability to maintain, renew, obtain, or comply with leases, permits, governmental approvals, financing arrangements, or regulatory requirements; (x) statements regarding future commodity prices, market conditions, financing conditions, or regulatory developments; and (xi) statements regarding management’s beliefs, expectations, assumptions, strategic objectives, or operational plans.
The Company is in the early stages of development, has not established any mineral resources or mineral reserves under SEC Regulation S-K Subpart 1300, and currently has no revenue-generating operations. Mineral exploration, resource recovery, remediation, recycling, and related operations involve substantial risks and uncertainties, including technical, operational, metallurgical, environmental, permitting, regulatory, financing, commodity-price, liquidity, and market-related risks. Greenfield mining development activities and resource recovery projects are inherently speculative and may require substantial capital expenditures, significant permitting activities, extended development timelines, and additional financing. There can be no assurance that the Company will successfully implement its business plans, obtain necessary financing or permits, achieve operational objectives, establish economically recoverable resources, successfully complete future repurchase transactions, or realize any economic benefit from its projects, strategic initiatives, remediation activities, recycling operations, environmental-credit-related initiatives, or capital-structure management activities.
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Although management believes the assumptions underlying the forward-looking statements are reasonable, there can be no assurance that such assumptions will prove correct. Actual results, performance, or developments may differ materially from those anticipated or implied by the forward-looking statements contained herein. The Company undertakes no obligation to update forward-looking statements except as required by applicable law. Investors are cautioned not to place undue reliance on forward-looking statements.
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