Item 3.02 Unregistered Sales of Equity Securities.

On June 28, 2022, Golden Post Rail, LLC ("Golden Post") exercised its warrant to acquire 2,655,361 shares of the Company's common stock at a price of $2.04 per share, for a total exercise price of $5,416,936. The warrant was granted on May 6, 2015 with an original maturity date of June 30, 2020, and the period of exercise was extended for two years in 2020. Golden Post still retains its shares of Series C Preferred Stock which were purchased on the same date in 2015.






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