https://www.newsfilecorp.com/release/296551/M...Safeguards
Dallas, Texas--(Newsfile Corp. - May 7, 2026) - MineralRite Corporation (OTCID: RITE) ("MineralRite" or the "Company"
The Company is not a party to this transaction, which represents a private transaction between existing securityholders, and no new securities are being issued by MineralRite in connection with this transaction. Abstract is expected to file a Schedule 13D with the Securities and Exchange Commission reflecting its beneficial ownership following completion of the transaction, as required under Section 13(d) of the Securities Exchange Act of 1934.
The specific economic terms of the transaction were privately negotiated between the parties and have not been publicly disclosed.
Ownership on an As-Converted Basis
Following completion of the transaction, Abstract Concepts 1618 LLC is expected to beneficially own or control approximately 37% of the Company's common stock on an as-converted basis, giving effect to the conversion of the securities acquired in the transaction
This ownership consists of approximately 8.5% currently held and an additional approximately 26.5% associated with the acquired securities.
In addition, Abstract, through its role as manager of Commodity Capital Advisors LLC, has voting and investment authority over approximately 2.4% of MineralRite's outstanding common stock. Abstract and its affiliates also hold certain options and warrants which, if exercised, could result in additional ownership.
James Burgauer, the MineralRite's President, controls approximately 23% of the Company's total voting power, taking into account the voting rights of his holdings.
Governance Safeguards
In connection with the transaction, MineralRite and Abstract have entered into a Shareholder Control Limitation and Standstill Agreement designed to ensure that significant ownership does not translate into control.
Under the agreement:
Abstract's voting power is capped at 45% of the Company's total voting power on a fully diluted basis. Based on Abstract's expected post-transaction holdings and current securities, this cap is expected to be a binding constraint on Abstract's voting power.
Abstract is prohibited from obtaining control of the Company, including through board representation, management influence, or coordinated actions.
Any voting power in excess of the 45% cap is automatically deemed to be non-voting and disregarded.
The limitations apply to all securities currently held or subsequently acquired, including preferred stock, common stock, warrants, options, conversion rights, and any other instruments that may provide voting power.
These provisions are intended to preserve the Company's governance structure and ensure that control of the MineralRite remains with its Board of Directors and management.
Investor Context
Abstract Concepts 1618 LLC is controlled by Lloyd B. Hendricks III, a longstanding business associate of James Burgauer. Abstract and Mr. Hendricks currently provide consulting services to the Company pursuant to existing arrangements and receive compensation for such services. No director or officer of MineralRite has any direct financial interest in the transaction between Abstract and NMC, Inc.
Mr. Hendricks is participating in the transaction as an investor. MineralRite notes that Abstract has familiarity with its operations and strategic direction through its existing consulting engagement, and the Shareholder Control Limitation and Standstill Agreement is designed to preserve the continued independence of the Company's governance and management.
Management Commentary
"We are pleased to see this acquisition of our securities by Abstract, which reflects familiarity with and confidence in the Company's operations and strategy," said James Burgauer, President of MineralRite Corporation. "Abstract's knowledge of the Company, combined with its industry experience, relationships, and consulting engagement, may provide a source of valuable perspective and alignment, while the standstill agreement is designed to preserve the independence of governance and management."