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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 21, 2026
MINERALRITE CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number: 000-27739
State of Incorporation: Texas
IRS Employer Identification Number: 90-0315909
325 N. St. Paul Street, Suite 3100
Dallas, Texas 75201
(Address of principal executive offices)
(469) 881-8900
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report: Not applicable)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425
☐ Soliciting material pursuant to Rule 14a-12
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
Securities registered pursuant to
Section 12(g) of the Act
| Title of each class |
Trading Symbol(s) |
Name of each exchange
on which registered |
Par Value |
| Common stock |
RITE |
OTC Markets (OTCID) |
No Par Value |
| Series A Preferred |
None |
None |
No Par Value |
| Series B Preferred |
None |
None |
No Par Value |
| Series C Preferred |
None |
None |
No Par Value |
| Series D Preferred |
None |
None |
$25.00 |
| Series NMC Preferred |
None |
None |
$25.00 |
Indicate by check mark whether the registrant
a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
|
| |
Non-accelerated filer |
☐ |
|
Smaller reporting company |
☒ |
|
| |
|
|
|
Emerging growth company |
☒ |
|
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 – Regulation FD Disclosure
On April 21, 2026, MineralRite Corporation
(the “Company”) issued a press release providing an update on developments during the first quarter of 2026. The press
release addresses, among other matters, the renewal of the Company’s Arizona State Land Department mineral lease covering
the Skull Valley project, field verification and sampling activities conducted by the Company’s Qualified Person, evaluation
of potential environmental credit opportunities, expansion of the Company’s network of industry consultants, and certain
capital structure initiatives.
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 (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 – Other Events
The Company continues to advance evaluation
activities at its Skull Valley project, including technical review, site verification, and sampling activities conducted during
the first quarter of 2026, as described in Exhibit 99.1.
The Company notes that its current activities
are limited to evaluation and verification work. The Company has not established any mineral resources or mineral reserves for
the Skull Valley project under the standards set forth in Subpart 1300 of Regulation S-K. Historical technical information referenced
in connection with the project was prepared prior to the adoption of Subpart 1300, is not compliant with such standards, has not
been independently verified to current standards, and should not be relied upon as establishing the existence of mineral resources
or reserves.
The Company further notes that its Qualified
Person referenced in Exhibit 99.1 is engaged by the Company and is not acting in an independent capacity for purposes of
the current evaluation activities. Any forward-looking statements regarding potential development, recovery, or economic value
of the project remain subject to significant technical, regulatory, and economic uncertainties.
Item 9.01 – Financial Statements
and Exhibits
| Exhibit No. |
Description |
| 99.1 |
Press Release dated April 21, 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: April 21, 2026
Exhibit 99.1
 | PRESS
RELEASE |
FOR IMMEDIATE RELEASE
MineralRite
Corporation [OTCID: RITE] Reports on Key Developments for the First Quarter of 2026. Dallas, Texas — April
21, 2026 — MineralRite Corporation (OTCID: RITE) (“RITE” or the “Company”), a Texas-based resource
development company focused on mineral recovery from previously processed materials, today provided an update summarizing the material
actions and developments that occurred during the first quarter of 2026.
Arizona Lease Renewal and Advancement
of the Skull Valley Project
During the quarter, the Company successfully
completed the renewal of its mineral lease with the Arizona State Land Department covering the Skull Valley project area.
In connection with the renewal process,
the Company satisfied the bonding and insurance requirements associated with the lease and completed the administrative steps necessary
to maintain the project in good standing.
With the renewal finalized, the Company
now has full access to the site and has begun the next phase of activities associated with evaluating and advancing the Skull Valley
tailings project.
Qualified Person Review and Field Verification
Activities
During the first quarter of 2026, Qualified
Person (QP) Allan Schappert (CPG #11758, SME-RM), of ALS Geo Resources LLC, engaged by the Company, conducted a series of review
and verification activities related to the Skull Valley project.
Mr. Schappert qualifies as a Qualified
Person under SEC Regulation S-K Subpart 1300 by virtue of his Certified Professional Geologist designation (CPG #11758) issued
by the American Institute of Professional Geologists and his Registered Member designation from the Society for Mining, Metallurgy
& Exploration (SME-RM), each being a recognized professional organization under S-K 1300, and by virtue of his relevant experience
in mineral resource evaluation applicable to the subject matter of this technical work.
Mr. Schappert is engaged by the Company
in connection with this project and is not acting in an independent capacity for the purposes of this evaluation. Mr. Schappert
and ALS Geo Resources LLC have previously served as Qualified Persons for multiple public companies in the United States and Canada.
| As part of this process, Mr. Schappert
reviewed the historical technical documentation associated with the previously processed tailings deposits located at the site.
This review included prior metallurgical studies, analytical reports, and other technical materials developed during earlier evaluations
of the tailings. The Company notes that this historical technical information was prepared prior to the adoption of SEC Regulation
S-K Subpart 1300, was not prepared in accordance with those standards, is not current, has not been independently verified to current
standards, and should not be relied upon as establishing the existence of any mineral resources or reserves. The historical estimates
are being reviewed solely as a preliminary step in the Company's ongoing technical evaluation. |
 |
Additionally, Mr. Schappert confirmed with
the laboratories that conducted portions of the earlier analytical work that the historical testing referenced in the documentation
had, in fact, been performed and that the documentation he reviewed accurately reflects the reports and analytical results originally
produced by those laboratories.
Qualified Person Site Verification
Visits
On February 2, 2026, Mr. Schappert, in
his capacity as the Company’s Qualified Person (QP), participated in a site visit to the Skull Valley project area to verify
that the previously identified tailings pits remained intact and accessible.
This visit confirmed that the physical
structures containing the historical tailings deposits were present, intact and remained in substantially the same condition as
described in prior technical documentation.
Qualified Person Sampling Program
Following the verification visit, a second
field visit was conducted on March 30, 2026. During this visit, Mr. Schappert exposed portions of the tailing by removing the overburden
material and collected auger samples from the exposed material found underneath. This process was repeated in multiple locations
across the various tailing pits.
Initial observations indicated that the
material exposed at the site was consistent with historical descriptions of the sequestered mine tailings, including caked clay-like
tailings material with consistent coloration and composition across sampling areas.
Samples collected during the visit were
secured under Mr. Schappert’s chain-of-custody procedures, prepared for laboratory analysis, and hand delivered to an independent
laboratory selected by Mr. Schappert for analytical testing. The Company and Mr. Schappert are currently awaiting the results of
those tests.
These activities represent an important
step in confirming the condition and characteristics of the previously processed tailings associated with the project and will
assist Mr. Schappert in determining the scope of work, equipment requirements, and estimated costs associated with the next phase
of evaluation. The work is being conducted as part of the Company’s ongoing technical evaluation of the project in a manner
consistent with the requirements of Regulation S-K 1300 governing mining disclosures.
Evaluation of Environmental Credit
Opportunities
In addition to evaluating the potential
for precious metals recovery from the Skull Valley tailings material, the Company has begun evaluating potential opportunities
associated with environmental credit markets and related verification technologies.
These efforts are focused on determining
whether remediation and reclamation activities associated with the reprocessing of legacy mining materials may generate measurable
environmental benefits that could potentially qualify under recognized carbon accounting or other environmental credit methodologies.
If viable, such environmental attributes
could potentially be quantified and registered under certain carbon or environmental credit registries, to the extent applicable
methodologies exist and are recognized for activities of this type. The application of these methodologies, which is highly speculative
at this stage, could represent additional monetization strategies associated with the remediation and reprocessing of legacy mining
materials, complementing the traditional revenue-producing activities of a mining operation, such as the recovery and sale of metals.
These efforts may lead to the engagement
of a specialized technical group to conduct a formal feasibility study designed to evaluate the potential quantification and economic
value of environmental attributes associated with the Skull Valley project, though no timeline can be assured and no such group
has been engaged as of the date of this press release.
Expansion of Industry Advisory Team
The Company continues to expand its network
of industry consultants as it advances the evaluation and potential development of its mineral assets. The Company regularly seeks
consultants who may provide useful services and recently entered into a consulting agreement with an industry executive with significant
experience in the precious metals sector. The identity of the consultant and certain terms of the engagement are subject to contractual
confidentiality and non-disclosure obligations, and accordingly the Company has limited public disclosure of such information to
the extent not required by applicable law.
The consultant has held senior leadership
roles within the precious metals industry and has developed expertise in the sourcing, processing, smelting, and refining of materials
containing precious metals and related elements. In addition to operational experience, the consultant brings knowledge of precious
metals markets, hedging strategies, and the sale and trading of refined metals, as well as longstanding industry relationships.
As the Company continues advancing the
evaluation, testing, and potential processing of its mineral assets, management believes that this engagement, together with the
experience of the Company’s broader network of consultants, may provide valuable insight into maximizing the recovery potential
of these materials.
Share Reclamation Initiative
During the quarter, the Company continued
implementing initiatives designed to strengthen its capital structure. As part of these efforts, the Company successfully obtained
the return and cancellation of 45 shares of its Series C preferred stock representing the equivalent of approximately 18 million
shares of common stock, further reducing potential dilution.
Management continues to evaluate opportunities
to improve the Company’s capital structure where appropriate while maintaining alignment with long-term shareholder interests.
Continued Advisor Participation in
the Company’s Capital Formation Process
The Company continues to strengthen its
capital base through the participation of its consulting advisors and industry specialists, many of whom have accepted the opportunity
to purchase bespoke options to acquire Series C Preferred Shares (issued pursuant to an exemption from registration under the Securities
Act of 1933) in connection with their consulting agreements and have subsequently exercised those options. These advisors receive
compensation under their consulting agreements, which may include cash, equity, and/or equity-based awards. Pursuant to Section
17(b) of the Securities Act of 1933, the Company discloses that certain advisors referenced in this press release have received
or are entitled to receive equity compensation in the form of options to acquire Series C Preferred Shares, each convertible into
400,000 shares of common stock, in connection with their advisory services to the Company. Investors should consider the potential
conflicts of interest arising from such compensation arrangements.
A majority of the securities offered under
the Company’s previously disclosed and completed Regulation D, Rule 506(c) offering (as reported on Form D filed with the
Securities and Exchange Commission) were also purchased by an accredited investor who serves as a consulting advisor to the Company.
The Company confirms that it took reasonable steps to verify the accredited investor status of all purchasers in accordance with
Rule 506(c).
As a reporting company, the Company’s
directors, officers, and other applicable insiders are required to report their beneficial ownership of, and transactions in, the
Company’s securities pursuant to Section 16 of the Securities Exchange Act of 1934. Such filings are publicly available through
the Securities and Exchange Commission’s EDGAR system.
The participation of the Company’s
advisors and management creates equity-based incentives tied to the Company's performance. Investors should review the Company's
SEC filings for a full description of the terms of advisor and management equity compensation, including the potential dilutive
impact on the Company's common stockholders.
Management Commentary
James Burgauer, President and CEO of MineralRite
Corporation, stated: “During the first quarter of 2026, RITE advanced several foundational elements of our development strategy,
including the renewal of our Skull Valley lease, initial field verification work at the site, and the expansion of our advisory
team with experienced professionals from the precious metals industry. These developments represent important steps as we continue
moving the Company’s initiatives forward. At the same time, our focus on remediation, recycling, and resource recovery —
rather than traditional greenfield mining — may create additional monetization opportunities associated with environmental,
sustainability, and ESG initiatives alongside the traditional recovery and sale of metals, though no assurance can be given that
any such opportunities will materialize or prove economically viable.”
---
About MineralRite Corporation
MineralRite Corporation is a resource development
company engaged in the evaluation, and potential future recovery and monetization, of mineral assets and related operations. 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. Because MineralRite Corporation's common stock is "penny stock" exempt as defined under
Section 3(a)(51) of the Securities Exchange Act of 1934, the statutory safe harbor for forward-looking statements under Section
21E of the Exchange Act may not apply. Investors are cautioned that forward-looking statements are subject to known and unknown
risks and uncertainties and are based on management's reasonable assumptions, which may prove incorrect. The Company relies on
the common-law "bespeaks caution" doctrine and the meaningful cautionary language set forth herein in making forward-looking
statements. Except for statements of historical fact, the information contained herein constitutes forward-looking statements and
includes, but is not limited to, the (i) projected financial performance of the Company; (ii) the timing, terms, and completion
of any financing or capital markets initiatives; (iii) the expected development of the Company’s business, projects, and
joint ventures; (iv) execution of the Company’s vision and growth strategy, including with respect to future M&A activity
and global growth; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the
Company’s projects that are currently underway, in development or otherwise under consideration; (vii) renewal of the Company’s
current customer, supplier and other material agreements; (viii) future liquidity, working capital, and capital requirements; (ix)
statements regarding the potential value or economic viability of the Skull Valley project absent completed S-K 1300-compliant
technical reports; (x) statements regarding the expected benefits of commodity price trends; (xi) statements regarding investor
or market interest in the Company's assets; and (xii) statements regarding the Company's ability to maintain or renew future leases
and permits necessary to advance its projects. Forward-looking statements are provided to allow potential investors the opportunity
to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as
one factor in evaluating an investment.
These statements are not
guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve
known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ
materially from any projections of future performance or result expressed or implied by such forward-looking statements.
Although forward-looking
statements contained in this communication are based upon what management of the Company believes are reasonable assumptions, there
can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Important factors that could cause actual results to differ materially include,
but are not limited to: (i) risks associated with maintaining compliance with the terms of the Company's mineral lease with the
Arizona State Land Department, including the potential for future renewal, operational, or permitting requirements; (ii) the absence
of any established mineral resources or reserves under SEC Regulation S-K Subpart 1300; (iii) the speculative nature of mineral
exploration and the possibility that no economically recoverable minerals exist at the Skull Valley project; (iv) volatility in
commodity prices for gold, silver, and other minerals; (v) the Company's ability to obtain financing on acceptable terms; (vi)
regulatory and permitting risks; (vii) technical and operational risks associated with mineral recovery; (viii) the Company's limited
operating history and lack of revenue-generating operations; and (ix) the early stage of the Company's projects and operations.
The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions
should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking
statements.