Formation Minerals, Inc. announced that it has entered into Securities Purchase Agreement with returning investor 1800 Diagonal Lending LLC to issue a convertible Promissory Note in the principal amount of $123,050 and at an issue price of $107,000 for the gross proceeds of $107,000 on May 14, 2024.In addition, the Company reimbursed Diagonal?s expenses of $7,000. The Diagonal Note was, and, unless subsequently registered, the shares of Company Common Stock underlying The Diagonal Note will be, issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as no general solicitation was used in the offer and sale of such securities. The notes bears 12% coupon rate and matures on March15, 2025.

The conversion price (the ?Conversion Price?) is equal to 65% multiplied by the lowest trading price for the shares of Company Common Stock during the ten (10) trading days prior to the date on which Diagonal elects to convert the Diagonal Note. The conversion of the Diagonal Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of Company Common Stock issued and outstanding immediately after giving effect to such exercise. Failure of the Company to so convert the Diagonal Note and deliver the Company Common Stock when due will result in the Company paying Diagonal $2,000 per day for each day beyond such deadline.

The company received $107,000 in funding pursuant to exemption provided under Regulation D, The transaction included participation from a single investor.