As filed with the U.S. Securities and Exchange Commission on February 13, 2024.

Registration No. 333-272535

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________

PRE-EFFECTIVE AMENDMENT NO. 5 TO

FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________________

Modern Mining Technology Corp.
(Exact name of Registrant as specified in its charter)

________________________

________________________

Modern Mining Technology Corp.
1055 West Georgia Street, 1500 Royal Centre
Vancouver, British Columbia, V6E 4N7, Canada
Tel: +1 (984) 235-6778
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Tel: +1 (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

________________________

With copies to:

________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging Growth Company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.

____________

†        The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

________________________

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

You should rely only on the information contained in this Prospectus. Neither we nor the Underwriters have authorized anyone to provide you with information that is different, and neither we nor the Underwriters take any responsibility for, or provide any assurance as to the reliability of, any information, other than the information in this Prospectus. We are offering to sell our securities, and seeking offers to buy our securities, only in jurisdictions where such offers and sales are permitted. This Prospectus is not an offer to sell, or a solicitation of an offer to buy, our securities in any jurisdictions where, or under any circumstances under which, the offer, sale, or solicitation is not permitted. In particular, our securities have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada during the course of their distribution hereunder except pursuant to a Canadian prospectus or prospectus exemption. The information in this Prospectus is accurate only as of the date on its respective cover, regardless of the time of delivery of this Prospectus or the time of any sale of our securities. Our business, results of operations, financial condition, or prospects may have changed since those dates.

Before you invest in our securities, you should read the registration statement (including the exhibits thereto and the documents incorporated by reference therein) of which this Prospectus forms a part.

For investors outside of the United States:    Neither we nor the Underwriters have done anything that would permit this Offering, or the possession or distribution of this Prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and observe any restrictions relating to, this Offering and the distribution of this Prospectus.

ABOUT THIS PROSPECTUS

As used in this prospectus (the “Prospectus”), unless the context otherwise requires or otherwise states, references to “Modern Mining,” the “Company,” “we,” “us,” “our,” and similar references refer to Modern Mining Technology Corp., a corporation formed under the laws of the Province of British Columbia, Canada, and its subsidiaries.

Our functional currency and reporting currency is the Canadian dollar, the legal currency of Canada (“C$”). The functional and reporting currency of Urban Mining International Inc., our US wholly-owned subsidiary, is the U.S. dollar, the legal currency of the United States (“US$”). Unless noted otherwise, all references to dollars herein are to US$.

INTERNATIONAL FINANCIAL REPORTING STANDARDS

Our financial statements are prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board. Our fiscal year ends on December 31 of each year as does our reporting year. Our most recent fiscal year ended on December 31, 2022. See Notes 2 and 3 to our audited consolidated financial statements for the years ended December 31, 2022 and 2021, included elsewhere in this Prospectus, for a discussion of the basis of presentation, functional currency and summary of significant accounting policies.

We have made rounding adjustments to some of the figures included in this Prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Various statements contained in this Prospectus, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning our possible or assumed future results of operations, financial condition, business strategies and plans, market opportunity, competitive position, industry environment, and potential growth opportunities. In some cases, you can identify forward-looking statements by terms such as “may”, “will”, “should”, “believe”, “expect”, “could”, “intend”, “plan”, “anticipate”, “estimate”, “continue”, “predict”, “project”, “potential”, “target,” “goal” or other words that convey the uncertainty of future events or outcomes. You can also identify forward-looking statements by discussions of strategy, plans or intentions. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, because forward-looking statements relate to matters that have not yet occurred, they are inherently subject to significant business, competitive, economic, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These and other important factors, including, among others, those discussed in this Prospectus under the headings “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements in this Prospectus. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements in this Prospectus include, without limitation:

•        we are an early-stage company with limited operating history and may never become profitable;

•        our revenue depends on maintaining and increasing feedstock of E-Waste (as defined herein) supply commitments as well as securing new customers and off-take agreements;

•        in addition to commodity prices, our revenues will be primarily driven by the volume and composition of E-Waste feedstock materials to be processed at our future facilities and changes in the volume or composition of E-Waste feedstock processed could significantly impact our revenues and results of operations;

•        our success will depend on our ability to economically source, extract and recover E-Waste, and to meet the market demand for sustainable and environmentally driven solutions for E-Waste processing;

•        we may not be able to successfully implement our growth strategy, on a timely basis or at all;

•        the development of our Greenville, North Carolina facility, and future projects, if any, are subject to risks, including with respect to engineering, permitting, procurement, construction, commissioning and ramp-up, and we cannot guarantee that these projects will be completed in a timely manner, that our costs will not be significantly higher than estimated, or that the completed projects will meet expectations with respect to their productivity or the specifications of their and products, among others;

•        we may be unable to manage future growth effectively;

•        failure to materially increase recycling capacity and efficiency could have a material adverse effect on our business, results of operations or financial condition;

•        future acquisitions and strategic investments could be difficult to integrate, diver the attention of key management personnel, disrupt our business, dilute shareholder value, and harm our results of operations and financial conditions; and

•        expanding internationally involves risks that could delay our expansion plans and/or prohibit us from entering markets in certain jurisdictions, which could have a material adverse effect on our results of operations.

Given the foregoing risks and uncertainties, you are cautioned not to place undue reliance on the forward-looking statements in this Prospectus. The forward-looking statements contained in this Prospectus are not guarantees of future performance, and our actual results of operations and financial condition may differ materially from such forward-looking statements. In addition, even if our results of operations and financial condition are consistent with the forward-looking statements in this Prospectus, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this Prospectus speaks only as of the date of this Prospectus. Except as required by applicable law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements in this Prospectus, whether as a result of new information, future events or otherwise, after the date of this Prospectus.

RISK FACTORS

An investment in our securities is highly speculative and carries a high degree of risk. We operate in a highly competitive, dynamic and rapidly changing industry that involves numerous risks and uncertainties. You should carefully consider the factors described below, together with all of the other information contained in this Prospectus, including our financial statements and the related notes included in this Prospectus, before deciding whether to invest in our securities. These risk factors are not presented in the order of importance or probability of occurrence. If any of the following risks actually occurs, our business, financial condition and results of operations could be materially and negatively affected. In that event, the market price of our securities could decline, and you could lose part or all of your investment. Additional risks and uncertainties not currently known to us or which we currently deem immaterial may also have a material adverse effect on our business, financial condition and results of operations. Some statements in this Prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to our Business and Industry

We are an early-stage company with limited operating history and may never become profitable.

We are a development stage company with no meaningful commercial revenues and only net losses. For the six-month period ended June 30, 2023, our revenue was $Nil and we recorded a net loss of $1,465,028. For the year ended December 31, 2022, our revenue was $Nil and we recorded a net loss of $2,778,550. For the year ended December 31, 2021, our revenue was $Nil and we recorded a net loss of $2,086,371. Our primary sources of liquidity are currently the funds raised from the issuance of the offering of the UMI Warrants, the Debenture Offering, and the funds borrowed from Fortuna Investment Corp. and former directors and officers. We expect both our capital and operating expenditures will increase significantly in connection with our ongoing activities.

We expect to require adequate proceeds generated from this Offering and additional funding to expand our operations and develop our sales and distribution channels. However, there can be no assurance that additional funding will be available to us for the development of our business, which will require the commitment of substantial resources. Accordingly, you should consider our prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development. Potential investors should carefully consider the risks and uncertainties that an early-stage company with a very limited operating history will face. In particular, potential investors should consider that we may be unable to:

•        successfully implement or execute our business plan if our business plan is not sound or for other reasons;

•        obtain sufficient and affordable quantities of high quality feedstock;

•        effectively process the E-Waste we obtain to produce sufficient quantities of commercially saleable commodities;

•        develop our proposed facilities;

•        effectively pursue business opportunities, including potential acquisitions;

•        adjust to changing conditions or keep pace with increased demand;

•        attract and retain an experienced management team; or

•        raise sufficient funds in the capital markets to effectuate our business plan, including building production capacity.

We believe that our performance and future success is dependent on multiple factors that present significant opportunities for us to increase revenues, but also pose risks and challenges. If we cannot successfully develop, manufacture and distribute our products, or if we experience difficulties in the development process, such as capacity constraints, quality control problems or other disruptions, we may not be able to develop or offer market-ready commercial products at acceptable costs, which would adversely affect our ability to effectively enter the market or

expand our market share. A failure by us to achieve a low-cost structure through economies of scale or improvements in cultivation, manufacturing or distribution processes would have a material adverse effect on our commercialization plans and our business, prospects, results of operations and financial condition.

Our revenue depends on obtaining, maintaining and increasing feedstock of E-Waste supply commitments as well as securing new customers and off-take agreements.

We must obtain, maintain and grow our E-Waste feedstock supply commitments as well as new customers (including through entry into off-take agreements for our concentrates) in order to generate revenue. As of the date of this Prospectus, we have no firm commitments for the supply of E-Waste feedstock to our operating facility, and only have non-binding letters of intent from numerous suppliers. Such suppliers have no contractual obligation to provide us any E-waste feedstock for our current operations. Going forward, we may be unable to secure contracts with such E-Waste feedstock vendors and even if we do secure such contracts, E-Waste feedstock suppliers may change or delay supply contracts for any number of reasons, such as force majeure or government approval factors that are unrelated to Modern Mining. Likewise, we do not currently have any off-take agreements for the sale of our products. Even if we do secure such off-take contracts, suppliers may fail to perform under their contracts for similar reasons outline above.

As a result, in order to operate our business, we must develop and obtain feedstock supply and product off-take agreements. However, it is difficult to predict whether and when we will secure such commitments and/or contracts due to competition for suppliers and the lengthy process of negotiating supplier agreements as well as buyer contracts, all of which may be affected by factors that we do not control, such as market and economic conditions, financing arrangements, commodity prices, environmental issues and government approvals.

In addition to commodity prices, our revenues will be primarily driven by the volume and composition of E-Waste feedstock materials to be processed at our future facilities and changes in the volume or composition of E-Waste feedstock processed could significantly impact our revenues and results of operations.

Our future revenues depend on processing high volumes of E-Waste feedstock, and our revenues will be directly impacted by the chemistry of the feedstock processed, particularly as market chemistries shift. Certain feedstock chemistries produce raw materials for which we receive higher prices than others. A decline in overall volume of E-Waste feedstock processed, or a decline in volume of chemistries with higher priced content relative to other chemistries, could result in a significant decline in our revenues, which in turn would have a material impact on our results of operations.

Our success will depend on our ability to economically source, extract, and recover E-Waste, and to meet the market demand for sustainable and environmentally driven solutions for E-Waste processing.

Our future business depends in large part on our ability to economically and effectively process and recover strategic metals and materials from E-Waste, and to meet the market demand for sustainable and environmentally driven solutions for E-Waste processing. Although we have conducted research and development (“R&D”) and testing of our proprietary two-step PCP and APP process, we will need to scale our processing capacity in order to successfully implement our growth strategy and plan to do so in the future by, among other things, successfully building and developing our first commercial facility in Greenville, North Carolina. Although we have experience in processing E-Waste materials in our previous facilities, such operations were conducted on a limited scale, and we have not yet developed or operated a facility on a commercial scale to produce and sell end products. We do not know whether we will be able to develop efficient and low-cost processing capabilities, or whether we will be able to secure reliable sources of supply, in each case that will enable us to meet the production standards, costs and volumes required to successfully process E-Waste and meet our business objectives and customer needs. Even if we are successful in high-volume recycling and processing in our future facilities, we do not know whether we will be able to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond our control, such as problems with suppliers, or in time to meet the commercialization schedules of future recycling needs or to satisfy the requirements of our customers. Our ability to effectively reduce our cost structure over time is limited by the fixed nature of many of our planned expenses in the near-term, and our ability to reduce long-term expenses is constrained by our need to continue investment in our growth strategy. Any failure to develop and scale such manufacturing processes and capabilities within our projected costs and timelines could have a material adverse effect on our business, results of operations or financial condition.

We may not be able to successfully implement our growth strategy, on a timely basis or at all.

Our future growth, results of operations and financial condition depend upon our ability to successfully implement our growth strategy, which, in turn, is dependent upon a number of factors, some of which are beyond our control, including our ability to:

•        economically process E-Waste and recover strategic metals and materials and meet customers’ business needs;

•        effectively introduce methods for higher extraction and higher recovery rates of strategic metals, including metals recovery from R&D initiatives;

•        complete the construction of our future facilities, including the Greenville, North Carolina facility, at a reasonable cost and on a timely basis;

•        effectively ramp-up our facilities to expected performance targets;

•        invest and keep pace in technology, research and development efforts, and the expansion into additional commodities recovery beyond gold, silver, copper, and palladium;

•        secure and maintain required strategic supply arrangements, and obtain appropriate operating environmental and industrial quality certifications;

•        effectively compete in the markets in which we operate; and

•        attract and retain management or other employees who possess specialized knowledge and technical skills.

There can be no assurance that we can successfully achieve any or all of the above initiatives in the manner or time period that we expect. Further, achieving these objectives will require investments that may result in both short-term and long-term costs without generating any current revenue and therefore may be dilutive to earnings. We cannot provide any assurance that we will realize, in full or in part, the anticipated benefits we expect to generate from our growth strategy. Failure to realize those benefits could have a material adverse effect on our business, results of operations or financial condition.

The development of our Greenville, North Carolina facility, and future projects, if any, are subject to risks, including with respect to engineering, permitting, procurement, construction, commissioning and ramp-up, and we cannot guarantee that these projects will be completed in a timely manner, that our costs will not be significantly higher than estimated, or that the completed projects will meet expectations with respect to their productivity or the specifications of their end products, among others.

Our Greenville, North Carolina facility (herein, the “Facility”), and future projects, if any, are subject to development risks, including with respect to engineering, permitting, procurement, construction, commissioning and ramp-up. Because of the uncertainties inherent in estimating construction and labor costs and the potential for the scope of a project to change, it is relatively difficult to evaluate accurately the total funds that will be required to complete the Facility, or future projects. Further, our estimate of the amount of time it will take to complete the Facility, or future projects, are based on assumptions about the timing of engineering studies, permitting, procurement, construction, commissioning and ramp-up, all of which can vary significantly from the time an estimate is made to the time of completion. We cannot guarantee that the costs of the Facility, or future projects, will not be higher than estimated, or that we will have sufficient capital to cover any increased costs, or that we will be able to complete the Facility, or future projects, within expected timeframes. Any such cost increases or delays could negatively affect our results of operations and ability to continue to grow, particularly if the Facility, or any future project, cannot be completed. Further, there can be no assurance that the Facility will perform at the expected production rates or unit costs, or that the end products will meet the intended specifications.

We may be unable to manage future growth effectively.

Even if we can successfully implement our growth strategy, any failure to manage our growth effectively could materially and adversely affect our business, results of operations and financial condition. We intend to expand our operations around the United States, and internationally in the long-term, which will require us to hire and train new employees; accurately forecast supply and demand, production and revenue; control expenses and investments

in anticipation of expanded operations; establish new or expand current design, production, and sales and service facilities; and implement and enhance administrative infrastructure, systems and processes. Future growth may also be tied to acquisitions, and we cannot guarantee that we will be able to effectively acquire other businesses or integrate businesses that we acquire. Failure to efficiently manage any of the above could have a material adverse effect on our business, results of operations or financial condition.

Failure to materially increase recycling capacity and efficiency could have a material adverse effect on our business, results of operations or financial condition.

Although our facility in Greenville, North Carolina is expected to have an annual total processing capacity of 8,000 tonnes of E-Waste, the future success of our business depends in part on our ability to significantly increase our recycling capacity and efficiency. We may be unable to expand our business, satisfy demand from customers, maintain our competitive position and achieve profitability if we are unable to build and operate any future facilities. The construction of future facilities will require significant cash investments and management resources and may not meet our expectations with respect to increasing capacity and efficiency. For example, if there are delays in any future planned facilities, or if our facilities do not meet expected performance standards or are not able to produce materials that meet the quality standards we expect, we may not meet our target for adding capacity, which would limit our ability to increase sales and result in lower-than-expected sales and higher than expected costs and expenses. Failure to drastically increase recycling and processing capacity or otherwise satisfy customers’ demands may result in a loss of market share to competitors, damage our relationships with our key customers, a loss of business opportunities or otherwise materially adversely affect our business, results of operations or financial condition.

Future acquisitions and strategic investments could be difficult to integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value, and harm our results of operations and financial condition.

We may in the future seek to acquire or invest in, businesses, products, or technologies that we believe could complement our operations or expand our breadth, enhance our capabilities, or otherwise offer growth opportunities. While our growth strategy includes broadening our product offerings, implementing an aggressive marketing plan and employing product diversification, there can be no assurance that our systems, procedures and controls will be adequate to support our operations as they expand. We cannot assure you that our personnel, systems, procedures or controls will be adequate to support our operations in the future or that we will be able to successfully implement appropriate measures consistent with our growth strategy. As part of our planned growth and diversified product offerings, we may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems.

Additionally, the integration of our acquisitions and pursuit of potential future acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. Any acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In addition, we have limited experience in acquiring other businesses. Specifically, we may not successfully evaluate or utilize the acquired products, assets or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. Moreover, the anticipated benefits of any acquisition, investment, or business relationship may not be realized, or we may be exposed to unknown risks or liabilities associated with our acquisitions.

We may not be able to find and identify desirable acquisition targets or we may not be successful in entering into an agreement with any one target. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could harm our results of operations. In addition, if an acquired business fails to meet our expectations, our business, results of operations, and financial condition may suffer. In some cases, minority shareholders may exist in certain of our non-wholly-owned acquisitions and may retain minority shareholder rights which could make a future change of control or necessary corporate approvals for actions more difficult to achieve and/or more costly.

We may also make strategic investments in early-stage companies developing products or technologies that we believe could complement our business or expand our breadth, enhance our technical capabilities, or otherwise offer growth opportunities. These investments may be in early-stage private companies for restricted shares. Such investments are generally illiquid and may never generate value. Further, the companies in which we invest may not succeed, and our investments could lose their value.

Expanding internationally involves risks that could delay our expansion plans and/or prohibit us from entering markets in certain jurisdictions, which could have a material adverse effect on our results of operations.

At present, we have no current intention to expand our operations outside of North America. If we were to expand more broadly and pursue international operations, those operations would be subject to certain risks inherent in doing business abroad, including:

•        political, civil and economic instability;

•        corruption risks;

•        trade, customs and tax risks;

•        currency exchange rates and currency controls;

•        limitations on the repatriation of funds;

•        insufficient infrastructure;

•        restrictions on exports, imports and foreign investment;

•        increases in working capital requirements related to long supply chains;

•        changes in labor laws and regimes and disagreements with the labor force;

•        difficulty in protecting intellectual property rights and complying with data privacy and protection laws and regulations; and

•        different and less established legal systems.

We will be dependent on our facilities. If one or more of our facilities become inoperative, capacity constrained or if operations are disrupted, our business, results of operations or financial condition could be materially adversely affected.

Our revenue will be dependent on the continued operations of our facilities, including our Greenville, North Carolina head office/processing facility and any other facilities we may develop in the future. To the extent that we experience any operational risk including, among other things, fire and explosions, severe weather and natural disasters (such as floods and hurricanes), failures in water supply, major power failures, equipment failures (including any failure of our information technology, air conditioning, and cooling and compressor systems), a cyber-attack or other incident, failures to comply with applicable regulations and standards, labor force and work stoppages, including those resulting from local or global pandemics or otherwise, or if our current or future facilities become capacity constrained, we may be required to make capital expenditures even though we may not have sufficient available resources at such time.

Additionally, there is no guarantee that the proceeds available from our insurance policies will be sufficient to cover such capital expenditures. Our insurance coverage and available resources may prove to be inadequate for events that may cause significant disruption to our operations. Any disruption in our recycling processes could result in production delays, scheduling problems, increased costs or production interruption, which, in turn, may result in our customers deciding to send their E-Waste feedstock to our competitors. We will be dependent on our future facilities, which will require a high degree of capital expenditures. If one or more of our future facilities become inoperative, capacity constrained or if operations are disrupted, our business, results of operations or financial condition could be materially adversely affected.

We may need to raise additional funds in the future to meet our capital requirements and such funds may not be available to us on commercially reasonable terms or at all, which could materially adversely affect our business, results of operations or financial condition.

Our operations are highly capital-intensive. Although we believe that we will have sufficient funds to meet our capital requirements for the next 24 months, we may in the future need to raise additional funds, including through the issuance of equity, equity linked or debt securities or through obtaining credit from government or financial institutions, and the availability of additional funds to us will depend on a variety of factors, some of which are outside of our control. Additional funds may not be available to us on commercially reasonable terms or at all, which could materially adversely affect our business, results of operations or financial condition. If additional funds are raised by issuing equity or equity-linked securities, our shareholders may incur dilution. We have also issued interest bearing promissory notes in the aggregate amount of $499,000 due on demand, which sum shall be payable on demand at any time after the date of the issuance. We may not have sufficient funds to pay the amounts due under the outstanding promissory notes if payment is demanded prior to the completion of the Offering.

Our financial situation creates doubt as to whether we will continue as a going concern.

We are a development stage company with no meaningful commercial revenues and incurred a net loss of $1,465,028 for the six-month period ended June 30, 2023, a net loss of $2,778,550 for the year ended December 31, 2022, a net loss of $2,086,371 for the year ended December 31, 2021 and expect to incur a net loss for the fiscal year ending December 31, 2023, and thereafter, primarily as a result of the costs of listing, building concentrator plants as well as increased operating expenses to execute our business plan and growth strategy. There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding from this Offering or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.

Our business is subject to operational risks that could disrupt our business, some of which may not be insured or fully covered by insurance.

Our operations are subject to risks inherent in the E-Waste industry, including potential liability which could result from, among other circumstances, personal injury, environmental claims or property damage some of which may not be insured or fully covered by insurance. The availability of, and the ability to collect on, insurance coverage is subject to factors beyond our control and is not guaranteed to cover any or all of our losses in every circumstance. Our insurance coverage may also be inadequate to cover liabilities related to such operational risks. We have no control over changing conditions and pricing in the insurance marketplace and the cost or availability of various types of insurance may change dramatically in the future. Moreover, we may not be able to maintain adequate insurance in the future at rates we consider reasonable and commercial justifiable, and insurance may not continue to be available on terms as favorable as our current arrangements. The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by us could adversely affect our business, results of operations and financial condition.

We are subject to the inherent risk of exposure to environmental pollution claims.

As a concentrator and refiner of E-Waste containing metals and user of chemical products, we face an inherent risk of exposure to pollution and environmental liability claims, regulatory action and litigation if our processes are alleged to have caused bodily harm or injury. Adverse reactions resulting from contamination of soil and water sources could occur. We may be subject to various liability claims, including, among others, that our concentrator and refinery facilities caused injury or illness, include inadequate disposal of chemicals, discharge of chemicals into the air, possible side effects or interactions with such chemical substances. Liability claims or regulatory actions against us could result in increased costs, could adversely affect our reputation with our clients and consumers generally, and could have a material adverse effect on our results of operations and financial condition. There can be no assurances that we will be able to obtain or maintain environmental liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential liability claims could prevent or inhibit the concentration and processing of E-Waste and separation of minerals.

The mining and metal recycling industries face strong opposition.

Many political and social organizations oppose mining and mineral recycling for their environmental risks. Our business will need support from local governments, industry participants, consumers and residents to be successful. Additionally, there are large, well-funded businesses and industry groups that may have a strong opposition to the mining and mineral recycling industries. For example, the pharmaceutical and alcohol industries have traditionally opposed mining and mineral recycling. Any efforts by these or other industries opposed to mining and mineral recycling to halt or impede mining and mineral recycling could have detrimental effects on our business.

Decreases and fluctuations in benchmark prices for the metals contained in our offtake could significantly impact our revenues and results of operations.

The prices that we obtain for our offtake are generally tied to commodity prices for their principal contained metals, such as gold, silver, copper and palladium. Fluctuations in the prices of these commodities will affect our revenues and declines in the prices of these commodities could have a material adverse impact on our revenues. Any significant decline in our revenues will have a material impact on our results of operations.

Fluctuations in commodities prices, such as the minerals we are extracting from E-Waste, are caused by varied and complex factors beyond our control or the control of our suppliers, including global supply and demand balances and inventory levels; global economic and political conditions; international regulatory, trade and tax policies, including national tariffs; commodities investment activity and speculation; interest rates; the strength of the U.S. dollar compared to foreign currencies; the price and availability of substitute products; and changes in technology. Volatility in global economic growth, particularly in developing economies, has the potential to adversely affect future demand and prices for commodities. Geopolitical uncertainty and protectionism, including the United Kingdom’s decision to exit from the European Union (commonly referred to as “Brexit”) and the Russian invasion of Ukraine have the potential to inhibit international trade and negatively impact business confidence, which creates the risk of constraints on our ability to trade in certain markets and has the potential to increase price volatility.

Mineral prices may be affected by supply from China, which has become the largest producer of minerals in the world, and by changes in demand for products that require certain minerals. Rising trade tensions between the U.S. and China and efforts by the Chinese government to reduce debt levels contributed to a recent slowdown in China’s growth. A continued slowing in China’s economic growth and demand and continued trade tensions between the U.S. and China could result in lower production of minerals and higher mineral prices which could have a material adverse impact on our operations, including cash flow and the ability to purchase raw materials from our suppliers if they raise prices as well. The adoption and expansion of trade restrictions, changes in the state of China-U.S. relations, including the current trade war, or other governmental action related to tariffs or trade agreements, or policies are difficult to predict and could adversely affect demand for our minerals, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, results of operations, or financial condition. Additionally, our suppliers could be raising prices of materials which could in turn have a material adverse effect on our operations.

Disruptions in our supply chain could adversely affect our business.

Global trade conditions, inflation and consumer trends that originated during the COVID-19 pandemic continue to persist and have created significant disruptions to the global supply chain, which may impact our ability to obtain equipment and other supplies necessary for our business on a timely basis and at anticipated costs. Any continued supply chain disruptions, inflation or shortages in the availability of equipment from our suppliers, could adversely affect our business and operating results.

Our markets are exposed to recessionary risk

A global recession may result in lost or delayed sales orders, as many of our targeted customers may cut back their proposed capital spending in the face of economic uncertainty and limited access to financing. This would impact the ability of us to grow our business and, as a result, sales orders may be lower than expected. Any decrease in sales would negatively impact our cash flows and other financial results. Different markets and different geographies in which we operate may be impacted to different extents, making it difficult to forecast the likely impact.

Our reliance on the experience and expertise of our management may cause adverse impacts to us if a management member departs.

Our success is dependent upon the ability, expertise, judgment, discretion and good faith of our senior management and key employees, including, without limitation: (i) Kuljit (Jeet) Basi, Director, Chief Executive Officer and President; (ii) Olga Balanovskaya, Chief Financial Officer; (iii) Darrell Campanella, General Manager; (iv) Chris Oppel, Production Manager; and (v) Mark Zorko, Chairman of the Board of Directors. Our business may be severely disrupted if we lose the services of our key executives and employees or fail to add new senior and middle managers to our management. Our future success is heavily dependent upon the continued service of our key executives. We also rely on a number of key technology staff for our continued operation. Our future success is also dependent upon our ability to attract and retain qualified senior and middle managers to our management team. If one or more of our current or future key executives or employees are unable or unwilling to continue in their present positions, we may not be able to easily replace them, and our business may be severely disrupted. In addition, if any of these key executives or employees joins a competitor or forms a competing company, we could lose customers and suppliers and incur additional expenses to recruit and train personnel.

Our Chief Financial Officer also serves as the Chief Financial Officer of other companies which may divert her time and attention from our operations.

Our Chief Financial Officer, Ms. Olga Balanovskaya, has previously served as the Chief Financial Officer for various public and private companies in North America. Ms. Balanovskaya is also currently the president of Koral Financial Inc., where she also serves as a principal. These additional roles, and particularly should any complications arise in connection with these roles, may divert Ms. Balanovskaya’s time and efforts away from our day-to-day operational and other business matters, which may in turn impact our business, prospects, financial conditions, and operating results.

We are subject to the risk of litigation or regulatory proceedings which could impact our financial results.

All industries, including the E-Waste recycling industry, are subject to legal claims, with or without merit. We are not currently, nor have we ever been, party to any legal proceedings, but we could be involved in various litigation and regulatory proceedings arising in the normal course of business in the future. Due to the inherent uncertainty of the litigation process, we may not be able to predict with any reasonable degree of certainty the outcome of any litigation or the potential for future litigation. Regardless of the outcome, any legal or regulatory proceeding could have an adverse impact on our business, prospects, financial conditions, and operating results due to defense costs, the diversion of management resources and other factors.

We operate in an emerging, competitive industry and if we are unable to compete successfully our revenue and profitability will be adversely affected.

The E-Waste recycling market is competitive. As the industry evolves and the demand increases, we anticipate that competition will increase. We also compete against companies that have a substantial competitive advantage because of longer operating histories and larger budgets, as well as greater financial and other resources. National or global competitors could enter the market with more substantial financial and workforce resources, stronger existing customer relationships, and greater name recognition, or could choose to target medium to small companies in our traditional markets. Competitors could focus their substantial resources on developing a more efficient recovery solution than our solutions. Competition also places downward pressure on our contract prices and profit margins, which presents us with significant challenges in our ability to maintain strong growth rates and acceptable profit margins. If we are unable to meet these competitive challenges, we could lose market share to our competitors and experience an adverse impact to our business, financial condition and results of operations.

Increases in income tax rates, changes in income tax laws or disagreements with tax authorities could adversely affect our business, financial condition or results of operations.

We are subject to income taxes in the United States and Canada. Increases in income tax rates or other changes in income tax laws that apply to our business could reduce our after-tax income from such jurisdiction and could adversely affect our business, financial condition or results of operations.

Our operating and financial results may vary significantly from period to period due to fluctuations in our operating costs and other factors.

We expect our period-to-period operating and financial results to vary based on a multitude of factors, some of which are outside of our control. We expect our period-to-period financial results to vary based on operating costs, which we anticipate will fluctuate with the pace at which it increases its operating capacity. As a result of these factors and others, we believe that quarter-to-quarter comparisons of our operating or financial results, especially in the short term, are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance. Moreover, our financial results may not meet expectations of equity research analysts, ratings agencies or investors, who may be focused only on quarterly financial results. If any of this occurs, the trading price of our Common Shares could fall substantially, either suddenly or over time.

Failure to develop our internal controls over financial reporting as we grow could have an adverse effect on our operations.

As we mature, we will need to continue to develop and improve our current internal control systems and procedures to manage our growth. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish appropriate controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors.

Unfavorable economic conditions, including the consequences of the global COVID-19 pandemic, may have a material adverse effect on our business, results of operations and financial condition.

We have been impacted by the COVID-19 pandemic, and we cannot predict the future impacts the COVID-19 pandemic, including the emergence of new strains such as the Omicron variant, may have on our business, results of operations and financial condition. Beginning in March 2020, numerous government regulations and public advisories, as well as shifting social behaviors, temporarily and from time to time limited or closed non-essential transportation, government functions, business activities and person-to-person interactions, and the duration of such trends is difficult to predict. The continued impact of COVID-19 on manufacturing production may impact the contribution of scrap material to the recycling market over the short-to-medium term.

Our operations and timelines may also be affected by global economic markets and levels of consumer comfort and spend, including recessions, slow economic growth, economic and pricing instability, increase of interest rates and credit market volatility, all of which could impact demand in the worldwide transportation industries or otherwise have a material adverse effect on our business, operating results and financial condition. Because the impact of current conditions on an ongoing basis is yet largely unknown, is rapidly evolving and has been varied across geographic regions, this ongoing assessment will be particularly critical to allow us to accurately project supply and demand and infrastructure requirements and allocate resources accordingly. If current global market conditions continue or worsen, our business, results of operations and financial condition could be materially adversely affected.

Natural disasters, unusually adverse weather, epidemic or pandemic outbreaks, cyber incidents, boycotts and geo-political events could materially adversely affect our business, results of operations or financial condition.

The occurrence of one or more natural disasters, such as fires, hurricanes and earthquakes, unusually adverse weather, epidemic or pandemic outbreaks, such as the ongoing COVID-19 pandemic, cyber incidents such as ransomware attacks, boycotts and geo-political events, such as civil unrest and acts of terrorism (including cyber terrorism or other cyber incidents), or similar disruptions could materially adversely affect our business, power supply, results of operations or financial condition. These events could result in physical damage to property, an increase in energy prices, temporary or permanent closure of the Facility, temporary lack of an adequate workforce in a market, temporary or long-term disruption in the supply of raw materials, temporary disruption in transport from overseas, or disruption to our information systems. We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results and financial condition.

We may be subject to intellectual property rights claims by third parties, which could be costly to defend, could require payment of significant damages and could limit our ability to use certain technologies.

We are subject to the risk of third parties asserting claims of infringement of intellectual property rights or violation of other statutory, license or contractual rights in technology or data. Any such claim by a third party, even if without merit, could cause us to incur substantial costs defending against such claim and could distract our management and development teams from our business.

Although third parties may offer a license to their technology or data, the terms of any offered license may not be acceptable or commercially reasonable and the failure to obtain a license or the costs associated with any license could cause our business, prospects, financial condition, and operating results to be adversely affected. In addition, some licenses may be non-exclusive, and therefore our competitors may have access to the same technology or data licensed to us. Alternatively, we may be required to develop non-infringing technology or data which could require significant effort and expense and ultimately may not be successful. Furthermore, a successful claimant could secure a judgment, or we may agree to a settlement that prevents us from selling certain products or performing certain services in a given country or countries or that requires us to pay royalties, substantial damages, including treble damages if we are found to have willfully infringed the claimant’s patents, copyrights, trade secrets or other statutory rights, or other fees. Any of these events could have an adverse effect on our business, prospects, financial condition, and operating results.

The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States, and we may encounter significant problems and costs in protecting our proprietary rights in these foreign countries.

Directors, executive officers and consultants may be subject to conflicts of interest.

We may be subject to various potential conflicts of interest because of the fact that some of our officers, directors and consultants may be engaged in a range of business activities, including certain officers, directors and consultants that provide services to other companies involved material development. Our executive officers, directors and consultants may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to us. In some cases, our executive officers, directors and consultants may have fiduciary obligations associated with these business interests that may interfere with their ability to devote time to our business and affairs and that could adversely affect our operations. In addition, we may also become involved in other transactions which conflict with the interests of our directors, officers and consultants who may from time to time deal with persons, firms, institutions or corporations with which we may be dealing, or which may be seeking investments similar to those desired by us. The interests of these persons could conflict with ours. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of our directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, our directors are required to act honestly, in good faith and in our best interests.

We could be subject to a security breach that could result in significant damage or theft of products and equipment.

Breaches of security at our facilities may occur and could result in damage to or theft of products and equipment. A security breach at our facilities could result in a significant loss of inventory or work in process, expose us to liability under applicable regulations and increase expenses relating to the investigation of the breach and implementation of additional preventative security measures, any of which could have an adverse effect on our business, financial condition and results of operations.

If we sustain cyber-attacks or other privacy or data security incidents that result in security breaches that disrupt our operations or result in the unintended dissemination of protected personal information or proprietary or confidential information, or if we are found by regulators to be non-compliant with statutory requirements for the protection and storage of personal data, we could suffer a loss of revenue, increased costs, exposure to significant liability, reputational harm and other serious negative consequences.

As our operations expand, we may process, store and transmit large amounts of data in our operations, including protected personal information as well as proprietary or confidential information relating to our business and third parties. Experienced computer programmers and hackers may be able to penetrate our layered security controls and misappropriate or compromise our protected personal information or proprietary or confidential information or that of third parties, create system disruptions or cause system shutdowns. They also may be able to develop and deploy viruses,

worms and other malicious software programs that attack our systems or otherwise exploit any security vulnerabilities. Hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Our facilities may also be vulnerable to security incidents or security attacks, acts of vandalism or theft, coordinated attacks by activist entities, misplaced or lost data, human errors, or other similar events that could negatively affect our systems and our customer’s data.

Risks Related to our Regulatory Framework

Our business is subject to environmental and employee health and safety regulations and risks.

Our operations are subject to environmental and safety laws and regulations concerning, among other things, emissions and discharges to water, air and land, the handling and disposal of hazardous and non-hazardous materials and wastes, and employee health and safety. We will incur ongoing costs and obligations related to compliance with environmental and employee health and safety matters. Failure to comply with environmental and safety laws and regulations may result in additional costs for corrective measures, penalties or in restrictions on our operations. Government approvals and permits are currently and may in the future be required in connection with our operations. To the extent such approvals are required and not obtained, we may be curtailed from proceeding with the development of our operations as currently proposed.

There are risks associated with the regulatory regime and permitting requirements of our operations.

Achievement of our business objectives is contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals, where necessary, for the concentration and metal separation and sale of our products. As our only facility in operation is our pilot plant in Greenville, North Carolina, we must comply with local and State ambient air quality standards in respect to emissions from any stack, vent, or outlet, of sulphur oxides, suspended particulates, carbon monoxide, nitrogen oxide, etc. Furthermore, we must comply with National Ambient Air Quality Standards (“NAAQS”), water quality standards under the Clean Water Act and local noise regulations. We may not be able to obtain or maintain the necessary licenses, permits, quotas, authorizations, certifications or accreditations to operate our business going forward, or may only be able to do so at great cost. We cannot predict the time required to secure all appropriate regulatory approvals for our concentrator and purification plants, or the extent of testing and documentation that may be required by local governmental authorities in other states and other countries.

Our officers and directors must rely, to a great extent, on our local legal counsel and local consultants retained in such jurisdictions in order to keep abreast of material legal, regulatory and governmental developments as they pertain to and affect our business operations, and to assist us with governmental relations. We must rely, to some extent, on those members of management and the Board of Directors who have previous experience working and conducting business in the United States or abroad in order to enhance our understanding of and appreciation for the local business culture and practices in such jurisdictions.

We also rely on the advice of local experts and professionals in connection with any current and new regulations that develop in respect of banking, financing and tax matters in the jurisdictions in which we operate. Any developments or changes in such legal, regulatory or governmental requirements or in local business practices in such jurisdictions are beyond our control and may adversely affect our business.

We will incur ongoing costs and obligations related to regulatory compliance. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. We may be required to compensate those suffering loss or damage by reason of our operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on our business, results of operations and financial condition.

Any failure on our part to comply with applicable regulations or to obtain and maintain the necessary licenses and certifications could prevent us from being able to carry on our business, and there may be additional costs associated with any such failure.

Our business activities are heavily regulated in all jurisdictions where we will do business. Our operations are subject to various laws, regulations and guidelines by governmental authorities relating to the handling, processing, management, distribution, transportation, storage, sale, and disposal of chemicals and minerals. In addition, we are subject to laws and regulations relating to employee health and safety, insurance coverage and the environment. Laws and regulations, applied generally, grant government agencies and self-regulatory bodies broad administrative discretion over our activities, including the power to limit or restrict business activities as well as impose additional disclosure requirements on our materials and products.

Any failure by us to comply with applicable regulatory requirements could:

•        require extensive changes to our operations;

•        result in regulatory or agency proceedings or investigations;

•        result in the revocation of our licenses and permits, the imposition of additional conditions on licenses to operate our business, and increased compliance costs;

•        result in damage awards, civil or criminal fines or penalties;

•        result in the suspension or expulsion from a particular market or jurisdiction of our key personnel;

•        result in restrictions on our operations or the imposition of additional or more stringent inspection, testing and reporting requirements;

•        harm our reputation; or

•        give rise to material liabilities.

There can be no assurance that any future regulatory or agency proceedings, investigations or audits will not result in substantial costs, a diversion of management’s attention and resources or other adverse consequences to our business.

In addition, changes in regulations, government or judicial interpretation of regulations, or more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increase compliance costs or give rise to material liabilities or a revocation of our licenses and other permits. Furthermore, governmental authorities may change their administration, application or enforcement procedures at any time, which may adversely affect our ongoing regulatory compliance costs. There is no assurance that we will be able to comply or continue to comply with applicable regulations.

We cannot predict the impact of any new environmental laws or regulations or of changes in current environmental laws or regulations on our business and operations in the future.

We believe we possess all material environmental permits and licenses necessary for the operation of our business and that our operations will be in substantial compliance with the terms of all applicable environmental laws and regulations. We cannot predict the impact of any new environmental laws or regulations or of changes in current environmental laws or regulations on our operations. The government may in future take steps towards the adoption of more stringent environmental regulations in respect of our business. Due to the possibility of unanticipated regulatory or other developments, the amount and timing of future environmental expenditures may vary substantially from those currently anticipated. If there is any unanticipated change in the environmental regulations, we may need to incur substantial capital expenditures to install, replace, upgrade or supplement our equipment or make operational changes to limit any adverse impact or potential adverse impact on the environment in order to comply with any new environmental protection laws and regulations. If such costs become prohibitively expensive, this may adversely affect our business operations.

Risks Related to our Common Shares and this Offering

The trading price of our Common Shares could be subject to wide fluctuations due to a variety of factors, including:

•        the COVID-19 pandemic and its impact on the markets and economies in which we operate;

•        our actual or anticipated operating performance and the operating performance of our competitors;

•        failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors;

•        any major change in our Board of Directors, management, or key personnel;

•        market conditions in our industry;

•        general economic conditions such as recessions, interest rates, fuel prices, international currency fluctuations;

•        rumors and market speculation involving us or other companies in our industry;

•        announcements by us or our competitors of significant innovations, new products, services or capabilities, acquisitions, strategic investments, partnerships, joint venture or capital commitments;

•        the legal and regulatory landscape and changes in the application of existing laws or adoption of new laws that impact our business;

•        legal and regulatory claims, litigation, or pre-litigation disputes and other proceedings;

•        other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; and

•        sales or expected sales of our Common Shares by us, our officers, directors, significant shareholders, and employees.

In addition, stock markets have experienced significant price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. The stock market in general and the NYSE American have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. These fluctuations may be even more pronounced in the trading market for our Common Shares as a result of the supply and demand forces for newly public companies. In the past, shareholders have instituted securities class action litigation following periods of share volatility.

Holders of our Investor Rights Warrants may exert significant control over us, which may limit your ability to influence corporate matters and may give rise to conflicts of interest.

As of the date of this Prospectus, holders of our Investor Rights Warrants (as defined herein) held 4,124,999 Investor Rights Warrants representing 65.8% of our combined Common Shares and warrants following the 1:4 Reverse Split. One holder, F1 Advisory Group Ltd. (“F1 Advisory Group”) held 28.3% of our Investor Rights Warrants. The Investor Rights Warrants will automatically convert on a cashless basis to Common Shares upon completion of this Offering and assuming an Offering Price of $5.00 and a $0.80 (C$1.00) post-1:4 Reverse Split exercise price, holders of the Investor Rights Warrants will receive 0.84 Common Shares per Investor Rights Warrant held, subject to the IRA Blocker (as defined herein). Pursuant to the Investor Rights Agreement, holders of our Investor Rights Warrants shall be entitled to receive notice of and to attend any meeting of the shareholders of the Company and to vote on any matter at any meetings of shareholders of the Company. The Investor Rights Agreement will terminate upon completion of the Offering, and consequently, the voting rights granted under the Investor Rights Agreement to the holders of the Investor Rights Warrants will also terminate at such time. Each Investor Rights Warrant entitles the holder thereof to one vote per Investor Rights Warrant. Further, the holders of our Investor Rights Warrants, through their Warrantholder Representative, shall be entitled to nominate three (3) directors to the Board subject to the provisions of the Investor Rights Agreement. See a discussion of the Investor Rights Agreement under “Business — Recent Developments.” Accordingly, holders of our Investor Rights Warrants will exert significant influence over us and any action requiring the approval of our shareholders and/or our Board prior to completion of the Offering. Significant holders of our Investor Rights Warrants, whose Investor

Rights Warrants will automatically convert into Common Shares upon the closing of the Offering will continue to exert significant influence over us and any action requiring the approval of our shareholders following completion of the Offering. Furthermore, the interests of the holders of our Investor Rights Warrants may not always coincide with your interests or the interests of other shareholders and they may, prior to the completion of this Offering, act in a manner that advances their best interests and not necessarily those of other shareholders.

Holders of our Convertible Debentures may exert significant control over us, which may limit your ability to influence corporate matters and may give rise to conflicts of interest.

On April 7, 2022, we issued Debentures pursuant to the Debenture Indenture. The Debenture Indenture provides that in the event that we complete a U.S. listing, such as this Offering, the principal amount of the Debentures plus any accrued unpaid interest will automatically convert into Common Shares at a conversion price equal to the lessor of (A) a 40% discount to the Offering Price, and (B) $20.00 (post-1:4 Reverse Split), and shall be subject to a six (6) month hold period from the closing of the Offering. The Company shall, by the Closing of the Offering, obtain an agreement from all Debenture holders to extend the lock-up period for an additional six (6) months such that the lock-up period shall be twelve (12) months from the closing of the Offering.

On August 31, 2022, we entered into the Convertible Debentures IRA, pursuant to which holders of our Convertible Debentures shall be entitled to receive notice of and to attend any meeting of the shareholders of the Company and to vote on any matter at any meetings of shareholders of the Company. Assuming an Offering Price of $5.00, each $3.00 of Convertible Debentures will equal to one Common Share, entitling the holder thereof to one vote. See a discussion of the Convertible Debentures IRA under “Business — Recent Developments.” Accordingly, holders of our Convertible Debentures will exert significant influence over us and any action requiring the approval of our shareholders and/or our Board prior to the completion of this Offering and conversion of the Debentures into Common Shares. Furthermore, the interests of the holders of our Debentures may not always coincide with your interests or the interests of other shareholders and they may, prior to the completion of this Offering, act in a manner that advances their best interests and not necessarily those of other shareholders.

We are a foreign private issuer and intend to take advantage of the less frequent and less detailed reporting obligations applicable to foreign private issuers.

We are a “foreign private issuer”, as such term is defined in Rule 405 under the Securities Act, and are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we will be subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, we will not file the same reports that a U.S. domestic issuer would file with the SEC, although we will be required to file with or furnish to the SEC the continuous disclosure documents that we are required to file in Canada under Canadian securities laws. In addition, our officers, directors, and principal shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the Exchange Act. Therefore, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell shares, as the reporting deadlines under the corresponding Canadian insider reporting requirements are longer.

As a foreign private issuer, we will be exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. We will also be exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While we will comply with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the Exchange Act and Regulation FD and shareholders should not expect to receive the same information at the same time as such information is provided by U.S. domestic companies. In addition, we will have more time than U.S. domestic companies after the end of each fiscal year to file our annual report with the SEC and will not be required under the Exchange Act to file quarterly reports with the SEC.

In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices, except to the extent that such laws would be contrary to U.S. securities laws, and provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead. We may in the future elect to follow home country practices in Canada with regard to certain corporate governance matters.

As a result, our shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all corporate governance requirements.

USE OF PROCEEDS

We estimate that we will receive approximately $8,565,000 in net proceeds from the sale of 2,000,000 Common Shares offered by us in this Offering (or approximately $9,945,000 if the Underwriters exercise in full the Over-Allotment Option), based on an assumed Offering Price of $5.00 per Common Share, after deducting the underwriting discounts and commissions and estimated Offering expenses of approximately $635,000 payable by us.

The underwriters have an option to purchase up to 300,000 additional Common Shares at the public offering price less the underwriting discounts and commissions within 45 days after the date of this prospectus to cover-allotments, if any. Exercise by the underwriters of this option in full would result in additional net proceeds to us of approximately $1,380,000.

We intend to use the net proceeds from this Offering for the following purposes: (i) capital expenditures (39%), (ii) working capital and general corporate purposes, which may include repayment of one or more of certain interest bearing promissory notes that are payable on demand, in the event we do not have any other available capital (43%), (iii) marketing expenditures (14%) and (iv) research and development expenses (4%).

On 24 August 2023, the Board approved a group of lenders to advance the bridge loan up to an aggregate principal amount of $400,000 (CAD$544,000) to the Corporation, in the form of up to a maximum of four monthly advances of up to $50,000 (CAD$68,000) from each lender at the request of the Company until the IPO for the purposes of working capital and capital expenditures. As at January 31, 2024, the Company received and intends to use the net proceeds to repay the principal sum of $366,912 (CAD$499,000) and 8% interest compounded annually, payable on demand.

In particular, we intend to use the net proceeds from this Offering for the following target milestones, provided that, any shortfall in the Offering proceeds will be prorated accordingly and any excess will be allocated in accordance with the percentages in the preceding paragraph.

The amounts and timing of our actual expenditures will depend upon numerous factors, including the progress of our expansion and development efforts, whether or not we enter into strategic transactions, our general operating costs and expenditures, and the changing needs of our business.

Our management will have discretion in allocating the net proceeds in accordance with the above priorities and purposes. The amounts and timing of our actual expenditures will depend upon numerous factors, including the progress of our expansion and development efforts, whether or not we enter into strategic transactions, our general operating costs and expenditures, and the changing needs of our businesses.

Each $1.00 increase (decrease) in the assumed Offering Price of $5.00 per Common Share would increase (decrease) the net proceeds to us from this Offering by approximately $1,840,000, assuming the number of Common Shares offered by us, as set forth on the cover page of this Prospectus, remains the same, and after deducting the underwriting discounts and commissions payable by us. We may also increase or decrease the number of Common Shares we are selling in this Offering. An increase (decrease) of 1,000,000 in the number of Common Shares offered by us in this Offering, as set forth on the cover page of this Prospectus, would increase (decrease) the net proceeds to us from this Offering by approximately $4,600,000, assuming the Offering Price of $5.00 per Common Share remains the same, and after deducting the underwriting discounts and commissions payable by us.

We believe that our funds and the net proceeds from this Offering will be sufficient to continue our business and operations as currently conducted for the next 24 months; however, changing circumstances may cause us to consume capital significantly faster than we currently anticipate.

DIVIDEND POLICY

We have never paid dividends on our Common Shares. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. As such, we do not intend to declare or pay cash dividends on our Common Shares in the foreseeable future. Any future determination to pay dividends will be made at the discretion of our Board of Directors subject to applicable laws and will depend upon, among other factors, our earnings, operating results, financial condition and current and anticipated cash needs. Our future ability to pay cash dividends on our Common Shares may be limited by the terms of any then-outstanding debt or preferred securities.

CAPITALIZATION

The following table sets forth our cash and cash equivalents, debt and capitalization (pre- and post the 1:4 Reverse Split) as of June 30, 2023 and December 31, 2022:

•        on an actual basis;

•        unaudited, on a pro forma basis post the 1:4 Reverse Split; and

•        on a pro forma, as adjusted, basis to give effect to the above and the issuance of 2,000,000 Common Shares in this Offering at the Offering Price of $5.00 per Common Share, after deducting underwriting discounts and commissions and estimated Offering expenses payable by us, as set forth in this Prospectus.

You should read the following table in conjunction with the sections entitled “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our financial statements and the related notes thereto included elsewhere in this Prospectus.

____________

(1)      The Company issued $3,331,390 principal amount of Debentures on April 7, 2022. See “Liquidity and Capital Resources”.

(2)      Pro Forma includes conversion of our Debentures and Investor Rights Warrants into Common Shares in connection with the Offering.

(3)      Pro Forma as Adjusted includes the Pro Forma adjustments set forth above and approximately $8,565,000 net proceeds from the Offering after underwriting discounts and fees and Offering expenses.

DILUTION

The following discussion on dilution below is based on our outstanding Common Shares prior to and post the 1:4 Reverse Split.

Purchasers of the Common Shares in this Offering will experience immediate and substantial dilution to the extent of the difference between the Offering Price per Common Share paid by the purchasers of the Common Shares in this Offering and the pro forma, as adjusted net tangible book value per Common Share immediately after, and giving effect to, this Offering. Dilution results from the fact that the Offering Price per Common Share in this Offering is substantially in excess of the net tangible book value per Common Share attributable to our existing shareholders for our presently outstanding Common Shares.

Our historical net tangible book value per Common Share is determined by dividing our net tangible book value, which is the book value of our total tangible assets less the book value of our total liabilities, excluding lease liabilities, by the number of outstanding Common Shares. As of December 31, 2022, prior to a 1:4 Reverse Split, the historical net tangible book value of our Common Shares was $(3,219,310), or $(0.38) per Common Share. After giving effect to the 1:4 Reverse Split after December 31, 2022, our historical net tangible book value as of December 31, 2022 would have been $(3,219,310), or $(1.50) per Common Share. As of June 30, 2023, post a 1:4 Reverse Split, the historical net tangible book value of our Common Shares was $(4,847,433), or $(2.27) per Common Share.

After giving effect to the sale by us of 2,000,000 Common Shares in this Offering at an assumed Offering Price of $5.00 per Common Share, and (iii) receipt by us of the net proceeds of this Offering, after deduction of the underwriting discounts and commissions and the estimated Offering expenses payable by us, our pro forma, as adjusted net tangible book value as of June 30, 2023 would have been $7,363,252, or $0.84 per Common Share. The pro forma, as adjusted net tangible book value per Common Share immediately after the Offering is calculated by dividing the pro forma, as adjusted net tangible book value of $7,363,252 by 8,816,443 Common Shares (which is the pro forma, as adjusted Common Shares outstanding as of June 30, 2023). The difference between the Offering Price per Common Share post the 1:4 Reverse Split and the pro forma, as adjusted net tangible book value per Common Share represents an immediate increase in net tangible book value of $3.10 per Common Share to our existing shareholders, and an immediate dilution in net tangible book value of $4.16 per Common Share to purchasers of Common Shares in this Offering.

The following table illustrates this dilution to purchasers in this Offering on a per Common Share basis:

Each $1.00 increase (decrease) in the assumed Offering Price of $5.00 per Common Share would increase (decrease) the pro forma, as adjusted net tangible book value per Common Share immediately after this Offering by $0.21, and the dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this Offering by $0.71, assuming the number of Common Shares offered by us, as set forth on the cover page of this Prospectus, remains the same, and after deducting the underwriting discounts and commissions payable by us.

We may also increase or decrease the number of Common Shares we are selling in this Offering. An increase (decrease) of 1,000,000 in the number of Common Shares offered by us in this Offering, as set forth on the cover page of this Prospectus, would increase (decrease) the pro forma, as adjusted net tangible book value per Common Share immediately after this Offering by $0.38, and the dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this Offering by $0.52, assuming the assumed Offering Price of $5.00 per Common Share remains the same, and after deducting the underwriting discounts and commissions payable by us.

The table and information above assume no exercise by the Underwriters of their option to purchase additional Common Shares in this Offering. If the Underwriters exercise in full their option to purchase up to 300,000 additional Common Shares from us, the pro forma, as adjusted net tangible book value per Common Share immediately after this

Offering would be $0.96 per Common Share, and the dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this Offering would be $3.36 per Common Share, in each case assuming an assumed Offering Price of $5.00 per Common Share, and after deducting the underwriting discounts and commissions and estimated Offering expenses payable by us.

The following table summarizes, as of the date hereof, on an adjusted pro forma basis as described above, the number of Common Shares acquired or to be acquired, and the total consideration and the average price per Common Share (i) paid to us by existing shareholders and (ii) to be paid by new investors purchasing Common Shares in this Offering at an assumed Offering Price of $5.00 per Common Share, before deducting underwriting discounts and commissions and estimated Offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed Offering Price of $5.00 per Common Share would increase (decrease) the total consideration paid by purchasers in this Offering and the weighted average price per share paid by all shareholders by $2,000,000 and $0.48 per share, respectively, and in the case of an increase, would increase the percentage of total consideration paid by purchasers in this Offering by 3.0%, and in the case of a decrease, would decrease the percentage of total consideration paid by purchasers in this Offering by 4.1%, assuming the number of Common Shares offered by us, as set forth on the cover page of this Prospectus, remains the same, and after deducting the underwriting discounts and commissions payable by us.

Similarly, an increase (decrease) of 1,000,000 in the number of Common Shares offered by us in this Offering, as set forth on the cover page of this Prospectus, would increase (decrease) the total consideration paid by purchasers in this Offering and the weighted average price per share paid by all shareholders by $5,000,000 and $0.37 ($0.61) per share, respectively, and in the case of an increase, would increase the percentage of total consideration paid by purchasers in this Offering by 6.2%, and in the case of a decrease, would decrease the percentage of total consideration paid by purchasers in this Offering by 14.1%, assuming the assumed Offering Price of $5.00 per Common Share remains the same, and after deducting the underwriting discounts and commissions payable by us.

The table and information above assume no exercise by the Underwriters of their option to purchase additional Common Shares in this Offering. If the Underwriters exercise in full their option to purchase up to 300,000 additional Common Shares from us, the number of Common Shares underlying the Common Shares held by purchasers in this Offering would be increased to 2,300,000 Common Shares, or 80.3% of the total number of Common Shares outstanding immediately after this Offering, and the percentage of Common Shares held by our existing shareholders would be reduced to 19.7% of the total number of Common Shares outstanding immediately after this Offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section of this Prospectus entitled “Business”, and our consolidated financial statements and related notes thereto, included elsewhere in this Prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our current plans, expectations, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Prospectus, particularly in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

This Management Discussion and Analysis (“MD&A”) supplements, but does not form part of, the Consolidated Financial Statements for the years ended December 31, 2022 and 2021 and the Unaudited Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2023. Consequently, the following discussion and analysis of the financial condition and results of operations for the Company should be read in conjunction with the Consolidated Financial Statements for the years ended December 31, 2022 and 2021, and the Unaudited Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2023, and the related notes therein, which have been prepared in accordance with International Financial Reporting Standards, consistently applied.

Corporate Overview

The Company was incorporated under Business Corporations Act (British Columbia) on January 26, 2021.

On August 19, 2021, the Company and UMI entered into the Merger Agreement, providing for the acquisition of all the issued and outstanding common shares of UMI. Pursuant to the Merger Agreement, UMI and Urban Mining Merger Sub, Inc., a wholly-owned subsidiary of the Company, amalgamated/merged and continued under the name of UMI. As a result of the Merger, UMI became a wholly-owned subsidiary of the Company on September 1, 2021. Subsequently, UMI changed its name to Modern Mining Technology Corp. as of December 8, 2021. UMI was incorporated in the State of Delaware on August 8, 2017 for the purpose of refining precious metals from E-Waste.

Modern Mining is a “landfill-to-commodity” business aiding the transition away from traditional mining to a cleaner, safer and profitable process to mine valuable metals from a vast, growing and largely ignored global resource, electronic waste or E-Waste (or sometimes also referred in the waste industry as “EEE” for Electrical and Electronic Equipment or “WEEE” for Waste Electrical and Electronic Equipment). E-Waste includes all items of electrical and electronic equipment that have been discarded as waste (including a wide range of products; almost any household or business item with circuitry or electrical components). Once concentrated, the resulting material serves as feedstock for the Company’s purification process.

Our U.S. wholly-owned operating subsidiary (formerly, “Urban Mining International Inc.”, and subsequent to the completion of the Merger, “Modern Mining Technology Corp.”) was originally incorporated in August, 2017. Since 2017, management has been focused on research and development activities relating to the feasibility of its business of the treatment of electronic waste and the processes associated therewith. To that end, the Company purchased and installed certain equipment that allowed for the testing of the Company’s E-Waste recovery processes. Such research and development activities resulted in the sale of recovered gold in 2020 in the amount of $23,586.

The Company formerly operated out of a 14,400 square foot facility located at 5905 Triangle Dr., Raleigh, North Carolina, 27617 pursuant to a lease dated July 29, 2020 (the “Former Facility Lease”). On October 22, 2021, the Company, with the consent of the landlord thereunder, surrendered the Former Facility Lease due to the fact that the Company determined it needed a larger facility to accommodate its anticipated growth and scale-up plans. On September 22, 2022, the Company entered into a lease agreement with Grand Ventures, LLC, a North Carolina limited liability company, for the lease of the Company’s North Carolina facility for E-Waste feedstock processing. The lease term is for three years, with a right to extend it for three additional one year terms. Annual rent during the first three lease years is $120,000, payable in monthly installments of $10,000. This is subject to adjustment upon extension of the lease term.

Operating Segments

The Company operates in one operating segment, namely the refinement of precious metals from E-Waste.

To date, the Company has generated nominal revenues from its operations. For the years ended December 31, 2022 and 2021 and the six month period ended June 30, 2023, the Company had no revenues due to the Company focusing on revamping its business operations, facility, and financing opportunities.

The Company has and expects to continue to report negative earnings until the Company’s E-Waste processing program ramps up to full-scale production. The Company will continue to utilize proceeds from financing and equity issuances to fund its business operations and general and administrative operating costs.

Six Months Ended June 30, 2023 and 2022

Results of Operations

The comprehensive loss reported during the six month period ended June 30, 2023 was $1,477,288 compared to comprehensive loss of $1,264,832 during the six month period ended June 30, 2022. The main fluctuations in costs were as follows:

Increased professional fees were due to additional legal and accounting fees related to the Company preparing for this Offering.

The increased general and administrative fees were due to various additional services related to the Company preparing for this Offering.

Years Ended December 31, 2022 and 2021

Results of Operations

The comprehensive loss reported during the year ended December 31, 2022 was $2,643,830 compared to comprehensive loss of $2,075,902 in the prior year. The main fluctuations in costs were as follows:

Increased professional fees were due to additional legal and accounting fees related to the Company preparing for this Offering.

The increased consulting fees were due to various consulting agreements related to the Company preparing for this Offering.

Increased management and director fees were mainly due to management and director fees incurred for the entire year ended December 31, 2022.

Liquidity and Capital Resources

Subsequent to June 30, 2023

On 24 August 2023, the Board approved a group of lenders to advance up to an aggregate principal amount of CAD$544,000 (the “Bridge Loan”) to the Corporation, in the form of up to a maximum of four monthly advances of up to CAD$68,000 from each lender at the request of the Company until the IPO.

Subsequent to 30 June 2023, the Company received and promises to pay the principal sum of CAD$274,000 and 8% interest compounded annually, payable on demand.

Subsequent to 30 June 2023, a total of 893,684 warrants with an exercise price of CAD$2.25 per common share expired unexercised.

Subsequent to December 31, 2022

On May 11, 2023, we effected a 1-for-4 reverse stock split of all of our issued and outstanding Common Shares and accordingly, 8,559,864 Common Shares were consolidated into 2,139,974 Common Shares.

Subsequent to December 31, 2021

On April 7, 2022, pursuant to the Debenture Offering, the Company issued $3,331,390 principal amount of 5% unsecured Debentures in a private placement. The Debentures were issued pursuant to a Debenture Indenture made as of April 7, 2022 between the Company and Computershare, as trustee.

Pursuant to the Debenture Offering, CDS & Co is the registered holder of a global debenture certificate in the amount of $2,159,850 and holds same for multiple beneficial holders of the Debentures while the balance of Debentures (namely $1,171,540 principal amount), are held in certificated form or are represented by DRS advices in the name of various investors. In connection with the Debenture Offering, a total of 535 investors participated and the Company paid $156,994 in commissions to various investment dealers/brokers.

The Debenture Indenture contains customary provisions typically found in an instrument of this type including, among other things, mechanisms for the holding of Debenture holder meetings. The Debentures rank pari-passu with each other series of Debentures issued pursuant to the Debenture Indenture. The Debentures bear interest at five percent (5%) per annum and are unsecured obligations of the Company. The Debentures are due thirty-six (36) months following their issuance (i.e. April 7, 2025). The Debenture Indenture also provides that in the event the Company completes a U.S. listing (i.e., the Offering), the principal amount plus any accrued unpaid interest will automatically convert into Common Shares at a conversion price equal to the lessor of (A) a 40% discount to the Offering Price, and (B) $20.00 (post-1:4 Reverse Split), and shall be subject to a six (6) month hold period from the closing of the Offering. The Company shall, by the Closing of the Offering, obtain an agreement from all Debenture holders to extend the lock-up period for an additional six (6) months such that the lock-up period shall be twelve (12) months from the closing of the Offering.

In February 2022, the Company entered into the transition agreement with Basil Botha, to provide technical advisory services at $14,000 per month payable until eighteen months following the date of completion of the Offering. Mr. Botha will also be entitled to a one-time bonus of $50,000 upon closing of the Offering for Mr. Botha assisting the Company in (i) securing the lease of the new Facility, (ii) assisting in the commissioning of key pilot plant equipment and (iii) managing the engineering study presently being conducted by a third party process modelling and industrial optimization firm. The Company further agreed to repay the short-term loan of $78,050 plus interest within ten days of closing of the Offering.

Six Months Ended June 30, 2023 and Years Ended December 31, 2022 and 2021

The Company has financed its operations from equity and debt advances from its shareholders. The Company has no external credit facilities or bank loans.

The Company has an authorized capital consisting of an unlimited number of Common Shares of which, as of the date hereof, 2,139,974 Common Shares are issued and outstanding (post-1:4 Reverse Split).

The Company has entered into a contractual arrangement that include right-of-use assets that relate to the lease of its operating facility. On September 22, 2022, the Company entered into a lease agreement for the lease of the Company’s North Carolina facility for E-Waste feedstock processing. The lease term is for three years, with a right to extend for three additional one year terms. Annual rent during the first three lease years is $120,000, payable in monthly installments of $10,000. This is subject to adjustment upon extension of the lease term. A security deposit in the amount of $30,000 was paid upon execution of the lease and will be returned without interest at the end of the term, or upon the earlier termination within the conditions of this lease. The incremental borrowing rate utilized to discount future lease payments is 12%.

No shares were issued during the period ended June 30, 2023 and the year ended December 31, 2022.

As at June 30, 2023, the Company had 6,302,015 warrants that were issued and outstanding (post a 1:4 Reverse Split). These warrants remained anti-dilutive as at June 30, 2023, and therefore, were not included in the calculation of diluted earnings per share.

As at December 31, 2022, the Company had 25,208,116 warrants that were issued and outstanding (pre-1:4 Reverse Split). These warrants remained anti-dilutive as at December 31, 2022, and therefore, were not included in the calculation of diluted earnings per share. As of the date hereof; the Company had 6,302,015 warrants that were issued and outstanding following the 1:4 Reverse Split.

As stated previously, ahead of the completion of the Merger, Fortuna Investment Corp., an affiliate of Fortuna, loaned funds to UMI in the aggregate principal amount of $111,000. The principal amount was advanced in two installments (on June 4, 2021 for $60,000 and on July 14, 2021 for $51,000). In addition, on June 17, 2021, and arm’s-length investor advanced $45,000 to UMI. All such advances bore interest at five percent (5%) per annum. Such advances, together with interest thereon, were paid in full between April 21-26, 2022.

Basil Botha, the Company’s former President, Chief Executive Officer and Director, advanced $78,050 in three installments (on March 15, 2021 for $16,050; on March 29, 2021 for $34,000 and on July 15, 2021 for $28,000). These advances, which bear interest at one percent (1%) per month on a compounded basis, are to be repaid in full within ten (10) days of the closing of the Offering.

Howard Glicksman, the Company’s former Chief Technology Officer and Director, advanced $31,000 in two installments (April 15, 2021 for $16,000); and September 30, 2021 for $15,000). The advances carried interest at one percent (1%) per month and were to be repaid when the Company was able to make repayment. The Company fully repaid these installments in July 2022.

On August 7, 2021, UMI issued 49,500,000 warrants (the “UMI Warrants”) to investors in a private placement. Each UMI Warrant was issued for consideration of C$0.0035 for aggregate gross proceeds of C$173,250 ($137,365). Upon completion of UMI’s 1:3 Reverse Split, the UMI Warrants were consolidated into 16,500,000 warrants with a revised. exercise price of C$0.25 (the “Investor Rights Warrants”). Subsequently, upon completion of the Merger, the Investor Rights Warrants were exchanged for an equivalent number of warrants of the Company. The Investor Rights Warrants were further consolidated into 4,124,999 Investor Rights Warrants with a revised exercise price of C$1.00 following the 1:4

Reverse Split. The Investor Rights Warrants will automatically convert to Common Shares upon the closing of this Offering on a cashless basis and assuming an Offering Price of $5.00 and a $0.80 post-1:4 Reverse Split exercise price, holders of the Investor Rights Warrants will receive 0.84 Common Shares per Investor Rights Warrant held, subject to the IRA Blocker (as defined herein). Common Shares issued in exchange for the Investor Rights Warrants are subject to further resale restrictions such that they will be released from lock-up twelve (12) months following the closing of the Offering.

On November 9, 2021, the Company issued 317,537 Common Shares (post-1:4 Reverse Split) in a private placement for $2.00 per Common Share (C$2.49), to raise aggregate gross proceeds of $635,075.

Plan of Operations

The continuation of our current plan of operations requires us to raise significant additional capital. If we are successful in raising capital through the sale of Common Shares pursuant to this Offering, we believe that the Company will have sufficient cash resources to fund its plan of operations for the next 24 months. If we are unable to do so, we may have to curtail and possibly cease some operations. The Company intends to receive proceeds from the Offering to carry out the following near term and longer-term goals. The approximate timing and costs associated with these target milestones are also summarized below. These target dates and cost estimates may change subject to multiple factors including, but not limited to, the following: (i) the timing of the Offering and quantity of capital raised; (ii) key equipment availability, cost, and delivery timing; (iii) supply chain fluctuations; (iv) availability and access to labor markets (skilled and unskilled); (v) permitting processes; and (vi) availability and costs of E-Waste feedstock supply. See also “Risk Factors”.

We will continually evaluate our plan of operations to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations.

Historical Cash Flow Information

Summary of Annual and Interim Results

The following tables summarize selected financial data for the Company for each of the most recently completed financial period and years. The information set forth below should be read in conjunction with the consolidated audited financial statements and unaudited condensed consolidated interim financial statements, prepared in accordance with International Financial Reporting Standards and Canadian generally accepted accounting principles as applicable.

____________

(1)      Following the 1:4 Reverse Split, Basic and Diluted Loss per Share was revised accordingly (unaudited).

Outstanding Shares

As at June 30, 2023 and December 31, 2022, the Company had 2,139,974 Common Shares issued and outstanding on a non-diluted basis (post a 1:4 Reverse Split).

As at June 30, 2023 and December 31, 2022, the Company had 6,302,015 warrants that were issued and outstanding (post a 1:4 Reverse Split). These warrants remained anti-dilutive as at June 30, 2023 and December 31, 2022 and as at the date hereof, and therefore, were not included in the calculation of diluted earnings per share.

As at the date hereof, potentially dilutive securities for the diluted earnings per share calculations consist of 1,211,470 contingently issuable shares of convertible debt at an assumed conversion price of $5 per common share and 6,302,015 share purchase warrants. When a loss from continuing operations exists, all dilutive securities and potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share.

As of the date hereof, the Company has 4,124,999 Investor Rights Warrants issued and outstanding, each of which will automatically convert to Common Shares upon the closing of this Offering as described elsewhere in this prospectus. Common Shares issued in exchange for the Investor Rights Warrants are subject to further restrictions such that they will be released from lock-up twelve (12) months following the closing of the Offering.

On April 7, 2022, the Company issued $3,331,390 principal amount of 5% unsecured convertible debentures in a private placement. The Debenture Indenture provides that in the event the Company completes a U.S. listing, such as this Offering, the principal amount of the Debentures plus any accrued unpaid interest will automatically convert into Common Shares at a conversion price equal to the lessor of (A) a 40% discount to the Offering Price, and (B) $20.00 (post-1:4 Reverse Split), and shall be subject to a six (6) month hold period from the closing of the Offering. The Company shall, by the Closing of the Offering, obtain an agreement from all Debenture holders to extend the lock-up period for an additional six (6) months such that the lock-up period shall be twelve (12) months from the closing of the Offering.

Financial Position and Liquidity as at June 30, 2023

As at June 30, 2023, the Company’s financial instruments consisted of cash and cash equivalents, restricted cash, security deposit, accounts payable and accrued liabilities, equipment loan, short-term loans, convertible debt and interest payable.

The following discussion relates to the six month period ended June 30, 2023 and compares that to the same period of 2021:

As at June 30, 2023, the Company had a working capital deficit of $1,681,774 compared to a working capital deficit of $194,332 as at December 31, 2022.

Cash used in operating activities during the six month period ended June 30, 2023 totaled $572,474 (June 30, 2022: $1,148,221).

Cash used in investing activities during the six month period ended June 30, 2023 totaled $5,511 (June 30, 2022: $Nil).

Cash used in financing activities during the six month period ended June 30, 2023 totaled $70,000 (June 30, 2022: raised $3,011,770).

Financial Position and Liquidity as at December 31, 2022

As at December 31, 2022, the Company’s financial instruments consisted of cash and cash equivalents, restricted cash, security deposit, accounts payable and accrued liabilities, equipment loan, short-term loans, convertible debt and interest payable.

The following discussion relates to the year ended December 31, 2022 and compares that to fiscal 2021:

As at December 31, 2022, the Company had a working capital deficit of $194,332 compared to a working capital deficit of $576,294 as at December 31, 2021.

Cash used in operating activities during year ended December 31, 2022 totaled $2,408,811 (December 31, 2021: $622,768).

Cash used in investing activities during the year ended December 31, 2022 totaled $200,643 (December 31, 2021: $Nil).

Cash raised in financing activities during the year ended December 31, 2022 totaled $2,890,008 (December 31, 2021: $936,918).

Financial Position and Liquidity as at December 31, 2021

As at December 31, 2021, the Company’s financial instruments consisted of cash and cash equivalents, security deposit, trust account, accounts payable and accrued liabilities, trust liability, equipment loan and short-term loans.

The following discussion relates to the year ended December 31, 2021 and compares that to the fiscal 2020:

As at December 31, 2021, the Company had a working capital deficit of $576,294 compared to a working capital deficit of $137,413 as at December 31, 2020.

Cash used in operating activities during year ended December 31, 2021 totaled $622,768 (December 31, 2020: $267,482).

Cash used in investing activities during the year ended December 31, 2021 totaled $Nil (December 31, 2020: $142,136).

Cash raised in financing activities during the year ended December 31, 2021 totaled $936,918 (December 31, 2020: $505,707).

Trend Information

Because we are still in the start-up phase of our operations, we are unable to identify any recent trends in revenue or expenses. Thus, we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this Prospectus to not be indicative of future operating results or financial condition.

Going Concern

The Company is in the preliminary stages of its planned operations and has not yet determined whether its processes and business plans are economically viable. The continued operations of the Company are dependent upon the ability of the Company to obtain sufficient funding to carry out its business plans, the existence of future profitable production, or alternatively, upon the Company’s ability to dispose of its assets on an advantageous basis, all of which are uncertain.

The Company’s consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company will need to raise additional capital in the near term to fund its ongoing operations and business activities. There can be no assurance

that this Offering will conclude or that other financings will be available on terms acceptable to the Company or at all. As a result of these circumstances, there are material uncertainties that cast significant doubt as to the appropriateness of the going concern presumption.

The business of environmental recycling and processing involves a high degree of risk, and there can be no assurance that current business development programs will result in profitable operations. The Company’s continued existence is dependent upon the acquisition of assets, preservation of its interest in the underlying assets, acquisition of various licenses, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company’s ability to dispose of its assets and operations on an advantageous basis.

The Company’s consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and classifications in the statement of financial position that may be necessary if the Company were unable to continue as a going concern, and these adjustments could be material.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Direct Capital Expenditures

Our contractual obligations for ongoing capital expenditures are described below. With the proceeds from the recently completed Debenture Offering, we have entered into a new facility lease in Greenville, North Carolina and acquired various pieces of production equipment.

The Company estimates that to equip its new production facility with the required processing equipment (including laboratory equipment) to run its main US processing facility, will require an initial investment of approximately $1.6-$2.1 million in direct capital. Such equipment includes, but is not limited to, gas scrubbers, conveyor belt systems, sensor based sorters, air compressors, various shredders and sizers, dying units, dissolution and precipitate vessels, various chemical process tanks, induction melting systems, vacuum filtration units, security systems, etc. The Company understands that such capital costs and time lines could change, and as such, it continues to review and update major equipment quotes ahead of any advance procurement strategies.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to pursue the Company’s objectives. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

In the management of capital, the Company includes its cash balances and components of shareholders’ equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue additional shares, issue debt, acquire or adjust the amount of cash and cash equivalents and investments.

At this stage of the Company’s development, in order to maximize ongoing development efforts, the Company does not pay out dividends. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

Emerging Growth Company Status

We are an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to SEC reporting companies that are not emerging growth companies. For so long as we remain an emerging growth company, we will not be required to, among other things:

•        present more than two years of audited financial statements and two years of related management’s discussion and analysis of financial condition and results of operations disclosure in our registration statement of which this Prospectus forms a part;

•        have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and

•        disclose certain executive compensation related items.

We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the completion of this Offering, (ii) the last day of the fiscal year during which we have total annual gross revenue of at least $1.07 billion, (iii) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which means the market value of our Common Shares that are held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In this Prospectus, we have taken advantage of certain of the reduced reporting requirements as a result of being an emerging growth company and a foreign private issuer. Accordingly, the information that we provide in this Prospectus may be different than the information you may receive from other public companies in which you hold equity interests. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

BUSINESS

Our History

The Company was incorporated on January 26, 2021 in the Province of British Columbia, Canada as 1285896 B.C. Ltd. The Company’s name was changed to “Modern Mining Technology Corp.” on September 1, 2021. The Company is an early-stage company headquartered in Vancouver, Canada with a focus on E-Waste recycling and processing.

Our registered and head office is located at 1055 West Georgia Street, 1500 Royal Centre, Vancouver, British Columbia, V6E 4N7 Canada. Our business operations will be located in Greenville, North Carolina. Our website address is www.modernmining.com. The information contained therein or accessible thereby shall not be deemed to be incorporated into this Prospectus.

Pursuant to our notice of articles, we are authorized to issue an unlimited number of Common Shares. As of July 25, 2023, we had 2,139,974 Common Shares issued and outstanding (post-1:4 Reverse Split).

The Company has one wholly-owned U.S. subsidiary, Modern Mining Technology Corp., which was formed under the laws of the State of Delaware on August 8, 2017 under the name “Evotus Inc.” It subsequently changed its name to “Urban Mining International Inc.” and ultimately, “Modern Mining Technology Corp.”

Recent Developments

In March 2021, UMI and Fortuna engaged in due diligence and preliminary discussions regarding a possible business combination transaction. In connection with such discussions, on or around May 5, 2021, UMI and Fortuna entered into a non-binding letter of intent. Negotiation regarding the Merger Agreement (as defined herein) and related matters commenced thereafter and continued until the Merger Agreement between UMI, the Company and Merger Sub was executed.

In connection with the Merger, on August 19, 2021, the board of directors of UMI unanimously: (a) approved the consummation of the Merger and the transactions contemplated therein; and (b) determined that the Merger was in the best interests of UMI and its stakeholders. On August 23, 2021, the shareholders of UMI approved the Merger.

Pursuant to the Merger Agreement, on September 1, 2021, the Merger was completed. UMI then changed its name to Modern Mining Technology Corp. on December 8, 2021.

All securities issued by the Company in connection with the Merger are currently subject to restrictions such that during the period ending on the date twelve (12) months after the Offering (herein, the “Lock-Up Period”) the holder thereof may not (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Common Shares, preferred shares or securities exercisable, convertible or exchangeable for Common Shares or preferred shares of the Company (“Capital Shares”) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Shares, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Shares or other securities, in cash or otherwise. After the expiration of such Lock-Up Period, until the date twenty-eight (28) months after the date of the IPO (the “Leak-Out Period”) such holder may only sell shares of Capital Shares within the following cumulative limits based on the aggregate number of shares of Capital Shares beneficially owned by such holder on the commencement date of such Leak-Out Period:

•        12 months from closing of the Offering — 20%

•        16 months from closing of the Offering — 20%

•        20 months from closing of the Offering — 20%

•        24 months from closing of the Offering — 20%

•        28 months from closing of the Offering — 20%

The Company shall, by the Closing of this Offering, obtain an agreement from all holders of securities issued by the Company in connection with the Merger to extend the lock-up period for an additional six (6) months such that the lock-up period shall be eighteen (18) months from the closing of this Offering, after which the locked-up securities

MANAGEMENT

Our Executive Officers and Directors

The following table sets forth the names, ages and positions of our executive officers and members of our Board of Directors as of the date of this Prospectus. The business address of all of persons identified below is c/o Modern Mining Technology Corp., 1055 West Georgia Street, 1500 Royal Centre, Vancouver, British Columbia, V6E 4N7 Canada.

There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our directors or executive officers was selected to serve as a director or executive officer of the Company.

Pursuant to the Investor Rights Agreement, each Investor (as defined in the Investor Rights Agreement) shall be entitled, through the Warrantholder Representative, Kuljit (Jeet) Basi, to nominate three (3) directors to the Board, provided that each director nominee shall be a Canadian resident and shall meet the requirements of applicable corporate, securities and other laws. All of the current directors were nominated prior to execution of the Investor Rights Agreement. The Investor Rights Agreement will terminate upon completion of the Offering.

Biographical Information

The following is a summary of certain biographical information concerning our executive officers, and directors.

Kuljit (Jeet) Basi, President, Chief Executive Officer and Director.    Mr. Basi is an established mining industry professional with over 17 years of technical leadership experience in global public mining companies including Newmont Corporation (“Newmont”), Goldcorp Inc. (“Goldcorp”) and Teck Resources Ltd. (“Teck”). Jeet has a passion for growing a collaborative culture of technical excellence focused on maximizing net asset values. Since July 2020 to present, Mr. Basi has been the principal consultant for SVK Metrix Inc. (“SVK”), which company provides consulting advice to numerous natural resource companies. Prior thereto, from July 2019 to February 2020, Mr. Basi held the position of Senior Advisor, Newmont North America, where he was responsible for implementing industry leading best practices in the areas of technical services, project development and strategic planning across all of Newmont’s Canadian, U.S. and Mexican assets. Prior thereto, from February 2011 to June 2019, Jeet held various positions with Goldcorp including the position of Corporate Manager of Processing & Metallurgy. During his eight-year tenure with Goldcorp, Mr. Basi established a track record of delivering bottom-line growth across major assets within Goldcorp’s global portfolio. Prior to Goldcorp, Mr. Basi worked, from September 2006 to January 2011, at Teck’s Highland Valley Copper operation where he most notably was involved in the mill optimization and expansion projects. Mr. Basi is an industry professional and has co-authored multiple publications within the technical community. Mr. Basi obtained his Bachelor of Applied Science in Mining and Mineral Process Engineering degree from the University of British Columbia with a Minor in Commerce in 2006.

Olga Balanovskaya, Chief Financial Officer.    Ms. Balanovskaya has an extensive background with over 20 years in financial management of privately owned and public companies, M&A, tax, and financing. Ms. Balanovskaya has extensive experience with fast paced fast growth companies serving as Chief Financial Officer for various public and private companies in North America. From May 2019 to May 2021, Ms. Balanovskaya was the Chief Financial Officer of XTM Inc. (CSE: PAID), where she has also served as a director since October 2022. She was also the Chief Financial Officer of Adex Mining Inc. (TSXV: ADE) from October 2017 to May 2021. Prior to that, Ms. Balanovskaya was the Chief Financial Officer of Organic Potash Corporation (CSE: OPC) from March 2016 to November 2019 and Organic Garage Ltd. (TSXV: OG) from October 2016 to June 2018. She also co-founded Koral Financial Inc. (“Koral”) in March, 2015. Koral provides outsourced CFO and consulting services for public and privately owned companies. Ms. Balanovskaya still remains a principal of Koral and its President. She is a member of the Chartered Professional Accountants of Ontario as well as the Association of Chartered Certified Accountants (UK); has a Diploma in International Accounting Standards from the Institute of Financial Accountants (UK).

Mark Zorko, Executive Chairman of the Board, Director.    Mr. Zorko co-founded, in 2013, and remains a principal with the executive management firm, Brentwood Advisory Group. Since January 2023, Mr. Zorko has been on the Board and chairs the Audit Committee of Cycurion, Inc., a cybersecurity firm. Since 2017 Mr. Zorko has been on the Board of Westell Technologies, Inc. (OTC:WSTL), chairs the Audit Committee and is on the Compensation Committee. He previously chaired the Board’s Special Committee charged with evaluating its “going private” transaction. Mr. Zorko previously chaired the Nominating and Corporate Governance Committee and from 2009 to 2019 served on both the Audit and Compensation Committees of Perma-Pipe International Holdings, Inc. (Nasdaq:PPIH) (formerly MFRI [Nasdaq: MFRI]), a firm in the piping solutions industry. Mr. Zorko was the interim Chief Financial Officer at radiation science and services firm Landauer Inc. (NYSE: LDR) from 2014 to 2015. Mr. Zorko served as the Chief Financial Officer of Steel Excel, Inc. (Nasdaq: SXCL), a public energy industry firm, from 2011 to 2013. He also served as the President and Chief Executive Officer of SXCL’s subsidiary Wells Services Ltd. (WSL), a Steel Excel business, in 2012 and CFO of DGT Holdings (DGTC), a medical imaging firm, from 2006 to 2012. SXCL, WSL and DGTC are all affiliated with Steel Partners Holding, L.P., a publicly traded diversified global holding company. Mr. Zorko was on the Audit Committee for Opportunity International, a microfinance bank from 2006 to 2018 and was on the Finance Committee for the Alexian Brothers Health System from 2006 to 2016. Mr. Zorko received an MBA in IT from the University of Minnesota and a Bachelor of Science in Accounting from The Ohio State University. After completing his MBA, Mr. Zorko began his career as a CPA at Arthur Andersen, and worked his way up via the controllership ranks at Honeywell and Zenith Data Systems in the United States and Europe. Mr. Zorko is a Certified Public Accountant, NACD Director Certified and Board Leadership Fellow and earned the NACD’s CERT Certificate in Cybersecurity Oversight.

Sean Bromley, Independent Director.    Mr. Bromley is a self-employed independent consultant to private and public companies and has significant experience in consulting and advising mining and materials companies. As a former investment advisor, Mr. Bromley also brings considerable capital markets and financing expertise to Modern Mining. He has been serving as an investment consultant for the past 7 years and currently serves as a director and consultant for Isracann Biosciences Inc. since December 2019; Pure Extracts Technologies Corp. since December 2018; BMGB Capital Corp. since June 2018; and Bolt Metals Corp. since October 2017. He also currently serves as a director for Element Nutritional Sciences Inc. since August 2020; White Gold Corp. since November 2015; Apollo Silver Corp. since August 2015; and The Vurger Co Ltd since March 2022. He has also been a consultant to Plant Veda Foods Ltd since June 2021. Mr. Bromley also previously served as a director of Loopshare Technologies Corp. from November 2015 to November 2018 and as their Chief Financial Officer from June 2017 to November 2018. Mr. Bromley also previously served as a director of Triangle Industries Ltd. from May 2018 to December 2020. Mr. Bromley obtained a Bachelor of Commerce degree, with a specialization in Finance, from the University of Calgary in 2013.

Matthew Chatterton, Independent Director.    Mr. Chatterton has over 18 years of experience in the design, development and execution across a variety of projects and manufacturing operations and 12 years of experience in the mining sector, primarily in equipment supply and process development for precious metal mines. His expertise includes project management, facility management, logistics, supply side processes and procedures at a number of international manufacturing operations in Canada, United States, China, Bulgaria, the Philippines and now in Israel. He has managed operational teams as large as eight direct or 120 indirect reports and has managed capital projects in excess of $35 million for production facilities and laboratories for mining and manufacturing businesses. He is currently the Chief Science Officer at Isracann Biosciences Inc., where he has been serving in that role since May, 2019. Prior to Isracann, Mr. Chatterton worked as the Vice President of Global Production at iPlayCo (February 2018 to May 2019) and the Manager, Projects and Materials at FLSmidth Ltd. (February 2013 to February 2018). Mr. Chatterton is a Professional Engineer and graduate of Canada’s Queens University with a Master of Applied Science degree in Chemical Engineering (2003) and an undergraduate degree in Applied Science in Engineering Chemistry (2002), a dual accredited Chemistry/Engineering program.

Michael Hepworth, Independent Director.    Mr. Hepworth has over 45 years of experience working in international markets, including management consulting, corporate development, mergers and acquisitions and go-public transactions. Mr. Hepworth is a seasoned senior executive and entrepreneur who has worked with various Canadian and US publicly listed companies in the banking, mining and exploration and engineering industries. Mr. Hepworth has served as CEO and as a director for a number of Canadian public companies including: Firesteel Resources, Nordic Gold, Latin American Minerals, Lithium Energy Products. Mr. Hepworth served as the President, Chief Executive Officer, and Director of Nordic Gold from January 2012 to July 2019, a 70,000 ounce gold producer in Finland. Since August 2019 to present, Mr. Hepworth has, through his consulting company, Alpha Resources Management Ltd., continued to advise companies primarily in the resource sector.

Thomas A. Fenton, Secretary.    Mr. Fenton is a partner of the Toronto based law firm, Aird & Berlis LLP, where he has practiced corporate and securities law since June 1997. Mr. Fenton has over 30 years of practice experience and is the former Practice Group Leader of the firm’s Capital Markets Group. Tom has also been, and currently is, an officer and/or director of a number of private and public companies. Among other things, Mr. Fenton also served for a three-year term on the Securities Advisory Committee of the Ontario Securities Commission (from 2016 to 2018). Mr. Fenton received his law degree in 1986 from the University of Western Ontario (now Western University).

Family Relationships

There are no familial relationships among any of our directors or executive officers.

Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors or executive officers have, during the past ten years:

•        been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

•        had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he or she was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

•        been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

•        been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

•        been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

•        been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

The Company is not currently a party to any legal proceedings, the adverse outcome of which, individually or in the we believe will have a material adverse effect on our business, financial condition or operating results.

Board Practices

Board Leadership Structure and Risk Oversight

The Board of Directors oversees our business and considers the risks associated with our business strategy and decisions. The Board of Directors currently implements its risk oversight function as a whole.

Terms of Office

Each of our officers holds office until his or her successor is elected and qualified. Directors are appointed to serve for one year until the meeting of the Board of Directors following the annual meeting of shareholders and until their successors have been elected and qualified.

Director Independence

As a result of our expectation that our securities will be listed on the NYSE American, we have elected to adhere to the rules of such exchange in determining whether a director is independent. The NYSE American Company Guide generally defines an “independent director” as a person other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Under NI 58-101, a director is considered to be independent if he or she is independent within the meaning of Section 1.4 of Canadian National Instrument 52-110 – Audit Committees, or “NI 52-110.”

Under such definition, Sean Bromley, Matt Chatterton and Michael Hepworth are independent directors on the Company’s Board. However, our Common Shares are not currently quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, the Company is not subject to any director independence requirements as of the date hereof.

Board Committees

Audit Committee

Our Audit Committee is comprised of Sean Bromley (Chairperson), Michael Hepworth and Matthew Chatterton. The Audit Committee is directly responsible for the appointment, compensation, retention, oversight and termination of the work of the independent auditor (including resolution of any disagreements between Company management and the independent auditor regarding financial reporting) and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Company, and the independent auditor and each such other registered public accounting firm must report directly to the Committee. The Committee, or the Chair of the Committee, must pre-approve any audit and non-audit service provided to the Company by the independent auditor or any other registered public accounting firm, unless the engagement is entered into pursuant to appropriate preapproval policies established by the Committee or if such service falls within available exceptions under SEC rules.

Compensation Committee

Our Compensation Committee is comprised of Matthew Chatterton (Chairperson), Michael Hepworth and Sean Bromley.

The primary responsibility of the Compensation Committee is the oversight of, and the annual and ongoing review of, the Chief Executive Officer, the compensation of the senior management team, and the bonus programs in place for the balance of the staff. This includes oversight responsibility for ensuring the proper reporting and continuous disclosure in respect of same, and compliance with laws and regulations as well as stock exchange rules and policies in respect of same. The Compensation Committee shall also be responsible for the other matters as set out in this Charter and/or such other matters as may be directed by the Board of Directors from time to time. The Compensation Committee should exercise continuous oversight of developments in these areas.

Environmental, Social and Governance (“ESG”) Committee

Our ESG Committee is comprised of Michael Hepworth (Chairperson), Matthew Chatterton and Sean Bromley.

The primary responsibility of the ESG Committee is, among other matters, to review and set standards for qualification and criteria for membership to the Board of Directors, review and make recommendations to the Board of Directors as to whether existing directors should stand for re-election and consider, screen and recommend candidates to fill new or open positions to the Board of Directors, recommend candidates for membership in each of the Board of Directors’ committees, assist management in the preparation of disclosures in the Company’s annual proxy statement regarding corporate governance and director independence, review and make recommendations with respect to the Company’s social responsibility efforts, oversee the Company’s reporting standards with respect to ESG matters and to make regular reports to the Board of Directors.

Code of Ethics

Our Board adopted a written Code of Business Conduct and Ethics on May 19, 2022, which is a “code of ethics” as defined in section 406(c) of the Sarbanes-Oxley Act and which is a “code” under National Instrument 58-101-Disclosure of Corporate Governance Practices, that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and other of our agents. The Code of Ethics will be made publicly available on the Company’s website at www.modernmining.com.

Corporate Governance Practices

We are a “foreign private issuer” under the federal securities laws of the United States and the NYSE American Company Guide. Under the federal securities laws of the United States, foreign private issuers are subject to different disclosure requirements than U.S.-domiciled registrants. We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and the NYSE American Company Guide.

Under the SEC rules and the NYSE American Company Guide Section 110, a foreign private issuer is subject to less stringent corporate governance requirements. Subject to certain exceptions, the SEC and the NYSE American permit a foreign private issuer to follow its home country practice in lieu of their respective rules and listing standards. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on the NYSE American, may provide less protection than is accorded to investors under the NYSE American Rules applicable to U.S. domestic issuers.

The Canadian securities regulatory authorities have issued corporate governance guidelines pursuant to National Policy 58-201 — Corporate Governance Guidelines (the “Corporate Governance Guidelines”), together with certain related disclosure requirements pursuant to National Instrument 58-101 — Disclosure of Corporate Governance Practices. The Corporate Governance Guidelines are recommended as “best practices” for issuers to follow. We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted, or in connection with the closing of this Offering will adopt, certain corporate governance policies and practices which reflect our consideration of the recommended Corporate Governance Guidelines.

EXECUTIVE COMPENSATION

The following discussion and analysis of compensation arrangements should be read together with the compensation tables and related disclosures that follow. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion. The following discussion may also contain statements regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Compensation of our Executive Officers and Directors

The following table sets forth information concerning the compensation of our executive officers and non-employee directors for the 2023 fiscal year.

The following table sets forth information concerning the compensation of our executive officers and non-employee directors for the 2022 fiscal year.

The following table sets forth information concerning the compensation of our executive officers and non-employee directors for the 2021 fiscal year.

________

Director Compensation

We currently have five (5) directors. Our four independent directors receive, effective from September 1, 2021, an annual cash retainer of $20,000 to be paid quarterly in arrears and an annual equity retainer equal to $30,000 to be granted in the form of RSUs under the 2022 Plan, with vesting requirements of one year from date of grant. In addition, the Chair of each Committee (Audit, ESG and Governance) will receive an additional $5,000 cash retainer while the Chair of the Board of Directors will receive an additional $12,500 cash retainer. At present, all cash components of director compensation has been paid up to the period ended June 30, 2022. Subsequently, all director fees are still being accrued and deferred until the completion of the Offering.

Employment Agreements, Arrangements or Plans

The following describes the respective employment agreements and consulting agreements entered into and in place as of the date hereof between the Company and its executive officers and directors.

Kuljit (Jeet) Basi’s services as Chief Executive Officer of the Company are provided pursuant to a consulting agreement (the “Basi Consulting Agreement”) made effective the 8th day of March, 2022 between the Company and SVK. Mr. Basi is the principal of SVK. Pursuant to the Basi Consulting Agreement, Mr. Basi is paid a consulting fee of $15,000 per month and is entitled to be reimbursed for expenses incurred in connection with his services to the Company.

The Basi Consulting Agreement continues on an ongoing basis until otherwise terminated in accordance with the provisions thereof. In the event the Basi Consulting Agreement is terminated for any reason (other than for “Cause” (as such term is defined in the Basi Consulting Agreement)), the Company must provide SVK with 30 days’ written notice of such termination and must pay SVK a lump sum equivalent to 18 months’ worth of consulting fees. Mr. Basi has agreed to defer his compensation from October 1, 2022 until the completion of the Offering.

Basil Botha’s services as Principal Technical Advisor to the Company are provided pursuant to a transition letter (the “Botha Transition Letter”) entered into as of February 28, 2022 between Basil Botha, his personal services company (616538 BC Ltd) and the Company. Pursuant to the Botha Transition Letter, the Company agreed to: (1) pay all outstanding expenses previously incurred by Mr. Botha on behalf of the Company in the amount of approximately $13,000; (2) pay all accrued salary owing to him from September 1, 2021 to February 28, 2022 in the amount of $78,000; and (3) commencing March 1, 2022, pay Mr. Botha and/or his consulting company, $14,000 per month. Such salary will be payable until eighteen (18) months following the date of completion of the Offering; and (4) pay all reasonable out-of-pocket expenses incurred by Mr. Botha on behalf of the Company and in accordance with the Company’s reimbursement policies.

Pursuant to the Botha Transition Letter, Mr. Botha will retain 350,000 performance warrants of the Company (post-1:4 Reverse Split), each of which is exercisable for one Common Share at $0.20 (post-1:4 Reverse Split) per performance warrant (150,000 of such performance warrants vest when the Company achieves gross sales of $10 million and 200,000 of such performance warrants vest when the Company achieves gross sales of $20 million).

Mr. Botha will also be entitled to a one-time bonus of $50,000 upon closing of the Offering for Mr. Botha assisting the Company in (i) securing the lease of the new Facility, (ii) assisting in the commissioning of key pilot plant equipment and (iii) managing the engineering study presently being conducted by a third party process modelling and industrial optimization firm. It has also been further agreed that Mr. Botha’s $78,050 in shareholder advances he made to the Company would be repaid withing ten (10) days of closing of the Offering.

Pursuant to the Botha Transition Letter, Mr. Botha has agreed to ensure that the Company has a solid basis for the ordering of equipment and commissioning of the Facility. In addition, Mr. Botha has agreed to provide the following scope of work to the Company: human resources, staff training and recruitment, security, safety, procurement of feedstock, instituting production metrics for quality control and recoveries, set-up the laboratory and any other aspects relating to the operation of the Facility. From March 1, 2022 onward, Mr. Botha has agreed to devote 100% of his time to the Company’s affairs which will include spending two to three weeks per month at the Facility.

On June 15 and 16, 2023, Mr. Botha filed claims against the Company in the small claims court of British Columbia, Canada, for approximately $30,000 for his unpaid consulting invoices for April and May 2023. On June 30, 2023, Mr. Botha and the Company entered into an Amending Agreement whereby Mr. Botha agreed to defer his compensation from April 2023 until the closing of the Offering. Any unpaid invoices will accrue interest at 2% compounded monthly. Additionally, following the closing of the Offering, Mr. Botha’s salary will be increased to $15,000 per month for a period of twenty-four (24) months following the completion of the Offering. Mr. Botha also withdrew his claims and agreed not to file any more claims against the Company so long as payments due to him are paid within thirty (30) days of the completion of the Offering.

Olga Balanovskaya’s services as Chief Financial Officer of the Company are provided pursuant to a consulting agreement (the “CFO Agreement”) made effective the 15th day of March, 2022 between the Company and Koral Financial Inc., a company controlled by Ms. Balanovskaya. Pursuant to the CFO Agreement, Koral is paid a consulting fee of C$5,625 per month and is entitled to be reimbursed for expenses incurred in connection with its services to the Company in accordance with the Company’s remuneration policies. The CFO Agreement runs month-to-month and can be terminated upon 30 days’ notice. In the event the Company completes the Offering and still engages Koral,

and thereby Ms. Balanovskaya, as its Chief Financial Officer, the monthly base fee shall be increased to C$11,250 per month effective upon the closing of the Offering. Ms. Balanovskaya has agreed to defer her compensation from April 1, 2023 until the completion of the Offering.

Equity Incentive Plan

Introduction

The principal features of our equity incentive plan (the “2022 Plan”) are summarized below. This summary is qualified in its entirety by reference to the actual text of the 2022 Plan, which is filed as an exhibit to the registration statement.

The 2022 Plan was approved by the Company’s shareholders on July 6, 2022.

The principal purpose of the 2022 Plan is to assist us in securing and retaining the services of eligible employees, officers, directors and consultants and motivate such Participants so that they may increase their equity participation in the Company and benefit from increases in the value of the Common Shares.

Eligibility

Our 2022 Plan provides for the grant of incentive share options (“ISOs”) to employees, including employees of any parent or subsidiary, and for the grant of non-statutory share options (“NSOs”), share appreciation rights, restricted share unit awards and other forms of share awards to employees, directors, and consultants, including employees and consultants of our affiliates. There are additional restrictions on the awards of ISOs to shareholders who own greater than 10% of our Common Shares.

Share Reserve

The maximum number of Common Shares available for grant under the 2022 Plan and our other security-based compensation arrangements will be determined from time to time by the Board of Directors, but in any event, will not exceed 15% of the total Common Shares issued and outstanding from time to time. As at the date hereof, we have no securities convertible into Common Shares outstanding under the 2022 Plan.

The calculation of the share reserve does not limit the granting of awards that do not involve the issuance of Common Shares to the Participant, such as share appreciation rights. The following counting provisions will be in effect in the calculation of the share reserve under the 2022 Plan:

•        to the extent that an award (or a portion thereof) is exercised, terminates, expires or lapses for any reason or an award is settled in cash without the delivery of Common Shares, any Common Shares subject to the award at such time will be available for future grants under the 2022 Plan;

•        to the extent that Common Shares awarded by us are forfeited back to or repurchased by us prior to vesting, such Common Shares will be available for future grants under the 2022 Plan;

•        to the extent that Common Shares are reacquired or withheld by us to satisfy the grant, exercise price or tax withholding obligation with respect to any award under the 2022 Plan, such Common Shares will be available for future grants under the 2022 Plan; and

•        to the extent that Common Shares are issued through the assumption or substitution of equity-based awards by an acquired company, the number of Common Shares issuable under the 2022 Plan shall not be reduced.

Plan Administration

The 2022 Plan provides that the Board of Directors or a duly authorized committee of the Board of Directors may administer the 2022 Plan. The Board of Directors may delegate its authority to one or more officers to (i) designate employees other than officers of the Company to receive specified share awards; and (ii) determine the number of Common Shares to be subject to those awards.

Subject to the terms and conditions of the 2022 Plan, the administrator has the authority to select the persons to whom awards are to be made, to determine the number of Common Shares to be subject to awards, and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2022 Plan. The administrator generally has the authority to effect, with the consent of any adversely affected Participant: (i) the reduction of the exercise, purchase, or strike price of any outstanding award; (ii) the cancellation of any outstanding award and the grant in substitution therefore of other awards, cash, or other consideration, as determined by the Board of Directors in its full discretion; or (iii) any other action that is treated as a repricing under generally accepted accounting principles.

The administrator may terminate, amend, or modify the 2022 Plan, provided that such action does not materially impair the existing rights of any Participant without such Participant’s written consent. However, we must generally obtain shareholder approval to the extent required by applicable law, rule, or regulation (including any applicable stock exchange rule).

Awards

Share Options

ISOs and NSOs are granted under share option agreements adopted by the plan administrator. Each grant of share options will specifically designate the options are either ISOs or NSOs at the date of grant. The plan administrator determines the term and the exercise price for share options, within the terms and conditions of the 2022 Plan, provided that (i) the term of a share option may not exceed ten (10) years from the date of grant; and (ii) the exercise price of a share option generally cannot be less than 100% of the fair market value of the Common Shares on the date of grant. Share options granted under the 2022 Plan will vest at the discretion of the administrator at the rate specified in the share option agreement and may vest in one or more installments after the grant date and need not be in equal amounts. Unless otherwise set out in the award agreement or consented to by the Board of Directors, share options are not assignable or transferable.

An ISO may be purchased by the option holder by cash, certified cheque, bank draft, money order or in any other form of consideration set forth in the option agreement. In addition to the above, an NSO may be purchased by the option holder by a “net exercise” arrangement pursuant to which we will reduce the number of Common Shares issuable upon exercise by the largest whole number of shares with a market value that does not exceed the aggregate exercise price.

The aggregate fair market value, determined at the time of grant, of the Common Shares with respect to ISOs that are exercisable for the first time by an option holder during any calendar year under all of our equity compensation plans may not exceed $100,000. Share options or portions thereof that exceed such limit will generally be treated as NSOs.

No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own Common Shares possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i) the option exercise price is at least 110% of the fair market value of the shares subject to the option on the date of grant; and (ii) the option is not exercisable after the expiration of five years from the date of grant.

Restricted Share Units

Restricted share units are granted under restricted share unit award agreements adopted by the plan administrator. At the time of the grant of each restricted share unit, the Board of Directors will determine the consideration, if any, to be paid by the Participant upon delivery of the Common Shares. The consideration, if any, can be in any form of legal consideration that may be acceptable to the Board of Directors and permissible under applicable law. The plan administrator will determine any vesting restrictions on the restricted share units, at its sole discretion.

A restricted share unit may be settled by cash, delivery of Common Shares, a combination of cash and Common Shares, as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the restricted share unit agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted share unit.

Share Appreciation Rights

Share appreciation rights are granted under share appreciation grant agreements adopted by the plan administrator. The plan administrator determines the purchase price or strike price for a share appreciation right, which generally cannot be less than 100% of the fair market value of the Common Shares on the date of grant. A share appreciation right granted under the 2022 Plan vests at the rate specified in the share appreciation right agreement as determined by the plan administrator.

To exercise a share appreciation right, the Participant must provide written notice of exercise to us as provided for in the share appreciation right agreement. Upon exercise, the share appreciation right payable may be settled by cash, delivery of Common Shares, a combination of cash and Common Shares, as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the share appreciation right agreement.

Unless otherwise set out in the award agreement or consented to by the Board of Directors, share appreciation rights are not assignable or transferable.

Other Share-Based Awards

Under the 2022 Plan, the plan administrator may grant other awards based in whole or in part by reference to our Common Shares. The plan administrator will set the number of Common Shares under the share award and all other terms and conditions of such awards.

Termination of Employee, Death or Disability

Share Options and Share Appreciation Rights

Except as otherwise provided in the award agreement, a Participant’s share options or share appreciation rights will expire 90 days after a Participant ceases to act as a Participant, other than by reason of death, disability or termination for cause, and subject to amendment at the discretion of the Board of Directors. Under the 2022 Plan, in the event of the death or disability of a participant, the participant (in the case of disability) or the participant’s estate (in the case of death) shall have 12 months in which to exercise the outstanding share options or share appreciation rights, subject to their earlier expiry in accordance with the award agreement.

Except as otherwise provided in the award agreement, if a Participant is terminated for cause, the share options or share appreciation rights, as applicable, will terminate immediately and the Participant will not be eligible to exercise the options or share appreciation rights from the date of termination.

Restricted Share Units

Except as otherwise provided in the applicable restricted share unit agreement, restricted share units that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Adjustments

The 2022 Plan contains typical adjustment provisions in the event that certain events occur, including a corporate transaction, a change in our capital structure or a change of control of the Company.

Change in Capital Structure

In the event there is a specified type of change in our capital structure, such as a share split, reverse share split, or recapitalization, such as the 1:4 Reverse Split, appropriate adjustments will be made to (i) the class and maximum number of Common Shares reserved for issuance under the 2022 Plan, (ii) the class and maximum number of Common Shares by which the share reserve may increase automatically each year, (iii) the class and maximum number of Common Shares that may be issued on the exercise of ISOs, and (iv) the class and number of Common Shares and exercise price, strike price, or purchase price, if applicable, of all outstanding share awards.

Corporate Transactions

The following applies to share awards under the 2022 Plan in the event of a corporate transaction, unless otherwise provided in a participant’s share award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by the plan administrator at the time of grant.

Under the 2022 Plan, a corporate transaction is defined to include: (i) a sale of all or substantially all of our assets; (ii) the sale or disposition of more than 50% of our outstanding securities; (iii) the consummation of a merger or consolidation where we do not survive the transaction; and (iv) the consummation of a merger or consolidation where we do survive the transaction but the shares of our Common Shares outstanding before such transaction are converted or exchanged into other property by virtue of the transaction.

In the event of a corporate transaction, the Board of Directors may take one or more of the following actions with respect to the awards:

•        arrange for any share awards outstanding under the 2022 Plan to be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and/or arrange for any reacquisition or repurchase rights held by us with respect to the share award to assigned to the successor (or its parent company);

•        accelerate the vesting of any awards to a date prior to the effective time of the corporate transaction, with any such award terminating if not exercised prior to the effective time of the corporate transaction;

•        arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us with respect to the awards;

•        cancel or arrange for the cancellation of the awards to the extent not vested or exercised prior to the effective time of the corporate transaction in exchange for cash consideration as determined by the Board of Directors; or

•        that the holder of such share award may not exercise such share award but instead will receive a payment equal in value to the excess (if any) of (i) the value of the property the Participant would have received upon the exercise of the share award over (ii) any exercise price payable by such holder in connection with such exercise.

The Board of Directors does not need to take the same actions with respect to all awards or with respect to all Participants. The Board of the Directors may also take different actions with respect to the vested and unvested portions of an award.

Change of Control

In the event of a change in control (as defined in the 2022 Plan), awards granted under the 2022 Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreement.

Termination

The Board of Directors may terminate the 2022 Plan at any time. No awards may be granted pursuant to the 2022 Plan after the 10th anniversary of the date the 2022 Plan was adopted by the Board of Directors. Any award that is outstanding on the termination date of the 2022 Plan will remain in force according to the terms of the 2022 Plan and the applicable award agreement, except with the written consent of the Participant or as otherwise allowed under the 2022 Plan.

As of the date of this Prospectus, the Company has does not have any outstanding share options with respect to our Common Shares granted to our executive officers and directors.

PRINCIPAL SHAREHOLDERS

The following table and accompanying footnotes set forth certain information with respect to the beneficial ownership of the Company’s Common Shares, the Investor Rights Warrants and the Convertible Debentures, immediately prior to and immediately after the completion of this Offering, by:

•        each of our named executive officers and directors;

•        all of our current executive officers and directors as a group; and

•        each person or entity (or group of affiliated persons or entities) known by us to be the beneficial owner of 5% or more of our Common Shares, the Investor Rights Warrants and the Convertible Debentures (by number or by voting power).

As described in “Description of Share Capital and Articles of Incorporation–Warrants,” the Company granted to holders of Investor Rights Warrants the right to vote, voting together with Common Shares as a single class, on any matter at any meeting of shareholders of the Company. Each of the Investor Rights Warrants entitles the holder thereof to one vote per Investor Rights Warrant. The Investor Rights Agreement will terminate upon completion of the Offering, at which time the Investor Rights Warrants will automatically convert to Common Shares as described elsewhere in this prospectus, and consequently, the voting rights granted under the Investor Rights Agreement to the holders of the Investor Rights Warrants will also terminate at such time. Pursuant to the Convertible Debentures IRA, the Company also granted holders of the Convertible Debentures a vote on any matter at any meetings of shareholders of the Company, voting together with Common Shares as a single class. Assuming an Offering Price of $5.00, each $3.00 of Convertible Debentures will equal to one Common Share, entitling the holder thereof to one vote.

To our knowledge, each person or entity named in the table has sole voting and investment power with respect to our Common Shares, the Investor Rights Warrants and the Convertible Debentures “beneficially owned” (as determined in accordance with Rule 13d-3 under the Exchange Act) by such person or entity, subject to applicable community property laws and except as otherwise set forth in the footnotes to the table. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. Pursuant to the rules of the SEC, common shares which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any person shown in the table.

The percentages ownership for the Common Shares, Convertible Debentures and Investor Rights Warrants immediately prior to this Offering, are based on 3,456,638 Common Shares and warrants outstanding (consisting of 2,139,974 Common Shares outstanding and 1,316,664 warrants outstanding), 4,124,999 Investor Rights Warrants outstanding and $3,331,390 principal amount of Convertible Debentures outstanding, respectively, following the Company’s 1:4 Reverse Split, and as of the date immediately prior to the completion of this Offering. Such ownership percentages do not represent the voting percentages of each individual holder. Holders of the Common Shares, Convertible Debentures and Investor Rights Warrants all vote together as a single class. The percentages assume no exercise by the Underwriters of the Over-Allotment Option. The Investor Rights Warrants and the Convertible Debentures will automatically convert to Common Shares upon completion of the Offering as described elsewhere in this Prospectus.

Except as noted in the footnotes to the table below, the address for all of the shareholders in the table below is c/o Modern Mining Technology Corp., 1055 West Georgia Street, 1500 Royal Centre, Vancouver, British Columbia, V6E 4N7 Canada.