Legal

Disclosures & risk factors

The terms that apply to everything on this website, a note for owners of mining claims, and a summary of the principal risks of an investment in Triple 8 Mines.

Last updated October 21, 2026

Summary

Summary for website use. The complete risk factors appear in the offering documents, which are available to prospective investors on request. In any conflict, the offering documents govern.

01

Forward-looking statements

This website contains forward-looking statements. These include statements about the acquisition of further mining claims, the staking of up to 86 lode claims in Mariposa County, California (the Buckingham claims) and the timing of their recording, the AMI technical program on placer claims in Glendale, Clark County, Nevada and its working target, planned exploration, the preparation of technical report summaries, possible future development of and production from claim groups, capital formation, a private placement, potential tokenization, readiness to become an SEC reporting company and a potential listing on Nasdaq.

Words such as “plan,” “intend,” “expect,” “anticipate,” “believe,” “may,” “will,” “potential” and similar expressions identify forward-looking statements. They are based on management’s current expectations and assumptions, which may prove incorrect.

Actual results may differ materially. Factors that could cause differences include:

  • the results of exploration and technical work, including whether any mineralization is identified;
  • the ability to identify, complete and integrate acquisitions of mining claims;
  • the ability to complete staking, maintain claims and confirm title across the portfolio;
  • permitting, environmental and land-use requirements in Nevada, California and any other state where the company acquires claims;
  • the availability and terms of financing;
  • dependence on a small management team and on third parties, including Anything Media, Inc. (“AMI”), Arowe and Advanced Geologic;
  • the operations of AMI and the terms of the AMI economic interest, under which the company owns four of the 49 claims and does not control the operation;
  • related-party arrangements and conflicts of interest;
  • changes in securities, digital asset and mining regulation;
  • gold prices and general market conditions; and
  • the ability to meet SEC reporting and Nasdaq listing requirements.

Forward-looking statements speak only as of the date they are made. Triple 8 Mines undertakes no obligation to update them, except as required by law.

02

No offer or solicitation

Triple 8 Mines, Inc. is a privately held Wyoming corporation. Its securities are not registered under the Securities Act of 1933 or any state securities law, and are not listed on any exchange.

Nothing on this website is an offer to sell, or a solicitation of an offer to buy, any security in any jurisdiction. Any offering will be made only by means of confidential offering documents, to persons who qualify as accredited investors under Rule 501(a) of Regulation D, in reliance on the exemption from registration under Rule 506(c) of Regulation D.

No securities regulator, including the SEC or any state regulator, has reviewed or approved this website or passed on the merits of any offering.

03

Technical information and S-K 1300

Subpart 1300 of Regulation S-K sets the SEC’s disclosure requirements for mining properties. Under it, estimates of mineral resources and mineral reserves must be supported by a technical report summary prepared by a qualified person.

  • No resources or reserves. Triple 8 Mines has not disclosed mineral resources or mineral reserves on any property. Nothing on this website should be read as an estimate of resources, reserves, grade, tonnage or ounces.
  • Current portfolio. The company holds an economic interest in any gold produced from 49 placer claims in Glendale, Clark County, Nevada (the AMI placer position). It owns four of those claims (AMI 05–08) under the October 2026 purchase agreement and assignments (BLM transfer filing in progress), and does not own or control the other 45. Advanced Geologic is staking up to 86 unpatented lode claims in Mariposa County, California (the Buckingham claims), located by 999 Mines, LLC, a wholly owned subsidiary of Triple 8. The company will hold the claims through that subsidiary once they are of record. An exploratory S-K 1300 report is planned on the Buckingham claims.
  • Qualified person. Anything Media has engaged Arowe for a phased program on the AMI claims toward an S-K 1300 Technical Report Summary with an Initial Assessment and mineral resource estimate. Stage 1 of 5 is underway under an independent Qualified Person, with a working target of February/March 2027. No qualified person has yet signed a technical report summary on any property in which the company holds an interest.
  • Exploration stage. All of the company’s claim groups are at an early stage. Exploration may not identify mineralization of economic interest.
  • Historic production. References to historic mining in Nevada, Mariposa County or the Mother Lode region describe those regions only. Historic production in a region does not indicate that mineralization exists on the company’s claims.

Maps and diagrams on this website are schematic and not to scale unless stated otherwise.

04

Regulated digital securities (tokenization)

The company is evaluating, as a possible later source of capital, whether a future interest linked to a defined share of production from its claims (an idea it has referred to as “residual ounces”) could be issued as a regulated digital security, that is, a security recorded on a blockchain-based ledger. The concept would be defined only after an S-K 1300 report defines mineralization. This is under evaluation only. No decision has been made, nothing has been designed or issued, and no resources or reserves have been established that such an interest could reference.

Any such interest would be a security under federal and state securities laws. It would be offered only in compliance with those laws, through SEC registration or an available exemption, using a registered broker-dealer and transfer agent, to verified investors, after board approval and counsel review, and would be described in separate offering documents. It would not be a cryptocurrency and is not a substitute for the planned listing of the company’s shares.

The regulation of digital assets, trading platforms and custody is changing and uncertain. Changes in law or regulatory interpretation could make tokenization impractical, more costly or unavailable. Nothing on this website is an offer of any digital asset.

05

Third-party information

This website may include information from public sources, government records and industry publications, including information about the history and geology of the regions where the company holds claims. Triple 8 Mines believes these sources are reliable but has not independently verified them and makes no representation as to their accuracy or completeness.

Market data is from third-party sources believed reliable but not independently verified. Gold prices quoted on this website are dated and change daily. Past prices do not predict future results.

References to contractors, counterparties or other third parties do not imply their endorsement of the company or of any offering.

06

Website use, no reliance, not investment advice

This website is provided for general information about Triple 8 Mines. It is not investment, legal, tax or accounting advice, and it does not take into account any person’s objectives or circumstances. Prospective investors should consult their own advisers.

You should not rely on this website in making an investment decision. Any investment decision should be based only on the offering documents and your own review.

Information on this website is current only as of the date it was published or last reviewed. The company may change or remove information without notice and has no obligation to update it, except as required by law.

How the company handles personal information is set out in the privacy notice.

07

Information for claim owners

This website invites owners of mining claims to contact the company. It does not make an offer to purchase, option, lease or otherwise acquire any claim, and a submission does not create any obligation for the owner or the company.

Any acquisition or partnership would require due diligence by the company, including title review, and a definitive written agreement signed by both parties. The company may decline to proceed at any stage.

Any consideration paid in company securities would be offered only under an applicable exemption from registration, through separate documents. Claim owners should seek their own legal and tax advice before entering into any agreement.

Working with Triple 8 as a claim owner

08

Summary risk factors

An investment in Triple 8 Mines is speculative and involves a high degree of risk, including the possible loss of the entire investment. The risks below are a summary, grouped by theme.

Key risks and how the company addresses them

The steps in the right-hand column do not remove the risks. Not a complete list.
RiskWhat it meansHow the company addresses it
Early stageThe company is pre-revenue, and no mineral resource is claimed today.Phased S-K 1300 work led by Qualified Persons, starting with Stage 1 of 5, funded by Anything Media.
Technical outcomeTechnical reports may not define economic mineralization.Spending is staged, with a decision point at each report, so the company can stop, sell or partner a claim group before committing more capital. Both assets could still disappoint.
Listing timingA Nasdaq listing depends on audits, technical reports and approvals.A defined six-step plan. A PCAOB-registered auditor has been selected; securities counsel has been engaged.
LiquidityShares are private and restricted until a listing, which may not occur.The planned listing path includes meeting the exchange’s publicly held share and shareholder requirements.
Commodity priceGold prices can fall, which would reduce the value of any future production and could make the claims uneconomic.Price risk cannot be removed. The company is not producing and does not hedge; spending is staged, so commitments can be slowed if prices fall.
Company & financingEarly-stage company that depends on raising capital
  • The company was formed in June 2026, is pre-revenue, has no operating history in mineral production and has not generated revenue from its properties. No mineral resource is claimed today.
  • The company will need additional capital to complete staking, acquisitions, claim maintenance, technical work and exploration. Financing may not be available on acceptable terms, or at all.
  • Future financings may dilute existing shareholders substantially.
  • The company depends on a small number of officers and on contractors. The loss of key people could delay its plans.
AMI economic interestTriple 8 owns 4 of the 49 claims and does not control the operation
  • Triple 8 holds an economic interest in any gold produced from 49 placer claims in Glendale, Clark County, Nevada. It owns four of the claims (AMI 05–08) and does not own or control the other 45. The 49 claims are to be mined as one operation with Anything Media, so the company will not control the operation on its own.
  • Any return depends on Anything Media mining the claims and on the round-robin structure. Triple 8’s allocated share (about 10.4%, or about 5.2% net of Anything Media’s 50% net-profits royalty) is capped, and the royalty is paid once costs are recovered. If AMI does not mine, mines less than expected or mines at higher cost, the company may receive little or nothing.
  • The technical program relies on third parties. Anything Media engaged Arowe and has funded Stage 1; each later stage proceeds only if Anything Media authorizes it in writing, and Anything Media could decide not to fund further stages. If the company keeps the claims after the report, it must repay that cost, up to $1.25 million. The company has no direct contract with Arowe for this work, and delays, cost overruns or a change in funding could defer or stop the program. Anything Media may elect to take that repayment in the company’s stock, which would dilute investors. The cap on gold allocated to the four claims is based only on measured and indicated resources in the report; inferred resources do not count, so the cap could be small or zero unless further work upgrades the estimate. The February/March 2027 date is the company’s working target; the agreement allows delivery as late as July 2027. If results do not support a resource estimate, the report will set out exploration results only.
  • The accounting value of the interest has not been audited. Because the assignment is a related-party transaction, the auditor may record it at the assignor’s cost or on another basis, and the recorded amount could be low.
  • The assignment from Aurum Capital is a related-party transaction. Aurum’s President, John Shebanow, is the company’s Vice President of Acquisitions and a director.
Portfolio & acquisitionsA growth strategy built on acquiring claims carries its own risks
  • The company may not find suitable claims, agree terms with owners or complete acquisitions. Acquisitions may cost more, take longer or deliver less than expected, and integrating title, records and maintenance for new claim groups may strain a small team.
  • Acquired claims may have title defects, gaps in maintenance history, overlapping or competing claims, or undisclosed agreements, royalties or liabilities that title review does not identify.
  • Unpatented claims require annual BLM maintenance fees or waiver filings, due on or before September 1, and county filings that vary by state. A missed payment or filing can cause forfeiture of many claims at once as the portfolio grows.
  • Holding claims in several states multiplies regulatory, permitting, reclamation and tax requirements, each with its own agencies and timelines.
  • The company may issue shares or other securities as consideration for acquisitions. Such issuances may dilute existing holders.
  • The portfolio consists of early-stage exploration assets. Its value is concentrated in claims where no resources or reserves have been established.
Exploration & technicalNo resources or reserves have been established
  • No mineral resources or reserves have been established on any company property, and exploration may never establish them.
  • Historic production in the region does not indicate mineralization on the company’s claims.
  • Technical reports may not define economic mineralization. Technical work may take longer or cost more than planned, and its results may not support further investment.
  • Placer deposits can be irregular, and lode mineralization can be discontinuous. Sampling may not represent the material across a claim.
  • Gold prices can fall. Even if mineralization is identified, gold price movements and operating costs could make development uneconomic.
Title, permitting & environmentalClaims can be challenged or lost, and permits may not be granted
  • The company’s economic interest in the AMI placer position depends on an assignment from Aurum Capital and on the underlying agreements. Defects in the assignment, the agreements or the underlying claims could impair that interest.
  • Staking of the up to 86 Buckingham lode claims by Advanced Geologic is not complete. The company will hold the claims, through its subsidiary 999 Mines, LLC, only once they are of record, and the early November 2026 filing target may not be met. Under the staking agreement, ground in the Merced River Wild and Scenic corridor or other land closed to mining will not be staked, so the final number of claims may be lower than 86. Claims may conflict with prior locations or be challenged.
  • Mining claims on federal land must be maintained through annual fees and filings. Failure to comply can result in forfeiture.
  • Work on federal land in Nevada and California is subject to BLM surface-management regulations, and Nevada requires state reclamation permits for many mining and exploration activities.
  • Mining in California is subject to state and county permitting, environmental review, reclamation requirements under the Surface Mining and Reclamation Act, and water-quality rules. Permits may be delayed, conditioned or denied.
  • The company may incur environmental liabilities, including for conditions it did not cause.
Capital markets & listingIlliquid securities and no assurance of a listing
  • There is no public market for the company’s securities. Shares are private and restricted until a listing, and may not be resold without registration or an exemption.
  • A Nasdaq listing depends on audits, technical reports and approvals. The company may not become an SEC reporting company or meet Nasdaq’s initial listing standards. A listing may not occur on any particular timetable, or at all.
  • Becoming a reporting company will require audited financial statements, internal controls and ongoing disclosure, at significant cost.
  • If a public market develops, the price of the company’s securities may be volatile.
Tokenization & regulatoryUncertain law for digital assets and changing securities rules
  • Tokenization is under evaluation only and may never proceed.
  • Any token representing an interest in the company or its production would likely be a security, subject to registration or exemption requirements and to resale restrictions.
  • Digital asset regulation is uncertain and changing. New rules or enforcement positions could restrict or prevent tokenization, or increase its cost.
  • Digital assets carry technology, custody and cybersecurity risks, and any secondary trading venue may be limited or unavailable.
  • Changes in securities, tax or mining law could adversely affect the company’s plans.

This summary does not describe every risk. Additional risks not currently known to the company, or that it currently considers immaterial, may also affect it.

Questions about these disclosures

Investor relations can direct legal and compliance questions to the appropriate person.