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 UNITED
STATES SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form

 x

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended May 31, 2025

 or

 o

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from __________ to _________

 Commission
file number: 333-153168

 Laredo Oil, Inc.

 (Exact
 name of Registrant as Specified in its Charter)

 Delaware

 26-2435874

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 No.)

 2021 Guadalupe Street, Ste. 260; Austin, TX 78705

 (Address
 of principal executive offices) (Zip Code)

 (512) 337-1199

 (Registrant's
 telephone number, including area code)

 registered pursuant to Section 12(b) of the Act:

 None

 registered pursuant to Section 12(g) of the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes x No
o

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2
of the Exchange Act.

 Large
 accelerated filer

 o

 Accelerated
 filer

 o

 Non-accelerated Filer

 x

 Smaller reporting company

 x

 Emerging growth company

 o

 If
an emerging growth company, 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 13(a) of the Exchange Act. o

by check mark whether the registrant is a shell company (as defined in Rule 12-b of the Act). Yes o No x

 On
November 30, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market
value of the registrant's outstanding shares of common equity held by non-affiliates of the registrant was $ 17.1 million, based
upon the closing price of the common stock on that date on the OTC Bulletin Board.

 As
of August 29, 2025, there were 74,887,755 shares of the registrant's common stock outstanding.

 Documents
Incorporated by Reference: None.

 LAREDO
OIL, INC.

 TABLE
OF CONTENTS

 Page

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Consolidated Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accounting Fees and Services

 Item 15. Exhibits, Financial Statement Schedules

 Signatures

 Forward-Looking
Statements

 From
time to time, we may provide information, whether orally or in writing, including certain statements in this Annual Report on Form 10-K
(this "Form 10-K"), which are deemed to be "forward-looking" within the meaning of the Private Securities Litigation
Reform Act of 1995 (the "Litigation Reform Act"). These forward-looking statements and other information included in this
Form 10-K are based on our beliefs as well as assumptions made by us using information currently available.

 The
words "believe," "plan," "expect," "intend," "anticipate," "estimate,"
"may," "will," "should" and similar expressions are intended to identify forward-looking statements.
Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those described herein as anticipated, believed, estimated, expected or intended or using other similar expressions.
We do not intend to update these forward-looking statements, except as required by law.

 In
accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because
they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially
from those contemplated by the forward-looking statements contained in this Form 10-K, any exhibits to this Form 10-K and other public
statements we make.

 PART
I

 Item
1. Business

 We
were incorporated under the laws of the State of Delaware on March 31, 2008 under the name of "Laredo Mining, Inc." As of
that date, we had 90,000,000 authorized shares of common stock at $0.0001 par value and 10,000,000 authorized shares of preferred stock
at $0.0001 par value. On October 21, 2009 our name was changed to "Laredo Oil, Inc." During May of 2023, our board of directors
voted to increase the authorized shares of our common stock to 120,000,000 shares at $0.0001 par value, which increase was approved by
the holders of a majority of the shares of our common stock then outstanding.

 We
are an oil exploration and production company, primarily engaged in acquisition and exploration efforts to find mineral reserves on various
properties. From our inception in March 2008 through October 2009, we were primarily engaged in acquisition and exploration efforts for
mineral properties. Beginning in October 2009, we shifted our focus to locating mature oil fields with the intention of acquiring those
oil fields and recovering "stranded" oil reserves using proprietary enhanced recovery methods known as underground gravity
drainage, or UGD.

 The
original UGD method uses conventional mining processes to establish a drilling chamber underneath an existing oil field from which closely
spaced wellbores are drilled directionally up into the reservoir, using residual radial pressure and gravity to then drain the targeted
reservoir through the wellbores. As we gained experience through practical application of the processes involved in oil recovery, we
have developed and evaluated variations of the UGD concept. We believe that the UGD method is applicable to mature oil fields that have
very specific geological and reservoir characteristics. We have done extensive research and have identified oil fields within the United
States and globally that we believe are applicable for UGD recovery methods. Our primary business and focus is now to pursue and recover
stranded oil from selected mature fields as necessary funds become available.

 We
believe the costs of implementing the UGD method are significantly lower than those presently experienced by other commonly used Enhanced
Oil Recovery ("EOR") methods. We also estimate that we can materially increase the field oil production rate from prior periods
and recover amounts of oil equal to or greater than amounts previously recovered from selected mature fields. We intend to implement
the UGD method in oil fields with a minimum of 25 million barrels of estimated recoverable oil.

 When
we acquire a targeted oil field, we will continue to operate the producing field and expect to generate revenue from doing so. Once we
have developed the underground chamber and the UGD method is prepared for operation, we will cap the conventional wells and begin UGD
production. We believe the effect of such operations should result in minimal disruption of oil production from our field investments.

 On
June 14, 2011, we entered into several exclusive licensing and management agreements with Stranded Oil Resources Corporation, or SORC,
a wholly owned subsidiary of Alleghany Corporation, or Alleghany. to manage the acquisition and operation of mature oil fields in Kansas,
Wyoming and Louisiana, focused on the recovery of "stranded" oil from those mature fields primarily using UGD. We performed
those management services in exchange for a carried interest in SORC, a quarterly management fee and reimbursement from SORC for our
employee-related expenses. Such fees and reimbursements were effectively all of our revenues prior to our acquisition of SORC pursuant
to the closing of the Securities Purchase Agreement with Alleghany described below.

 On
December 31, 2020, we entered into a Securities Purchase Agreement with Alleghany. Under that agreement, we purchased all of the issued
and outstanding shares of SORC. As consideration for the SORC shares, we paid Alleghany $72,678 in cash and agreed to pay Alleghany a
seven-year royalty of 5.0% of our future revenues and net profits from our oil, gas, gas liquids and all other hydrocarbon operations,
subject to certain adjustments. Currently, SORC is a wholly owned subsidiary of Laredo and is not conducting any ongoing operations. All
intellectual property generated by SORC prior to December 31, 2020 transferred with the stock purchase.

 Prior
to purchasing the shares of SORC, while implementing UGD projects for Allegheny, we gained specialized know-how, intellectual property
and operational experience in evaluating, acquiring, operating and developing oil and gas properties, as well as expertise in designing,
drilling and producing conventional oil wells. Based upon that know-how, we identified and acquired 45,246 gross acres, and 37,932 net
acres, of mineral property interests in the State of Montana in the Lustre and Midfork fields and the West Fork area. To develop our
acquired mineral property acreage, we established relationships with several organizations and investment groups, including the following
entities: (1) Olfert 11-4 Holdings, LLC, (2) Texakoma Exploration and Production, LLC, or Texakoma, (3) Erehwon Oil & Gas, LLC, or
Erehwon, (4) an independent investor group through Hell Creek Crude LLC, or HCC, and (5) West Fork Resources, LLC, or WFR. As of May
31, 2025, we and Texakoma have drilled five wells in the Lustre and Midfork fields. None of these wells have been economically successful
due primarily to encountering excess water due to lack of 3D seismic information to which we now have access. Exploratory drilling in
the project located in the West Fork area with WFR is ongoing. We are continually attempting to raise additional funds to develop our
other mineral property interests that we have purchased in the area. We also selectively acquire and dispose of mineral leases as we
develop the area. Our ability to secure additional funding will determine whether we can achieve any future production for the acreage,
and if we can secure such financing, the pace of any field development.

 We
also have a 50% interest in the Cat Creek oil field, located west of our mineral rights described above, which is recorded with no value
on our financial statements.

 Competition

 Our
operating results are largely impacted by competition from other exploration and production companies in all areas of operation, including
the acquisition of mature fields. Our competitors include large, well-established companies with substantially more capital resources
than us.

 Oil
and Gas Price Volatility

 For
the last two years beginning on June 1, 2023, market prices for oil and gas have fluctuated in the $70-85 per barrel range. However,
oil and gas prices still remain volatile.

 Operating
Hazards and Uninsured Risks

 Oil
and gas drilling activities are subject to many risks, including, but not limited to, the risk that those activities will not produce
commercially viable oil and gas reserves. The cost and timing of drilling, completing and operating wells is often uncertain and drilling
operations may be curtailed, delayed or canceled as a result of numerous factors, including low oil and gas prices, title problems, reservoir
characteristics, weather conditions, equipment failures, delays imposed by project participants, compliance with governmental requirements,
shortages or delays in the delivery of equipment and services and increases in the cost for such equipment and services. Our future oil
recovery activities may not be successful. If so, such failure may have a material adverse effect on our business, financial condition,
results of operations and cash flows.

 Our
operations are subject to hazards and risks inherent in drilling for and producing and transporting petroleum products, including fires,
natural disasters, explosions, encountering formations with abnormal pressures, blowouts, craterings, and pipeline ruptures and spills.
Any of these events may result in the loss of hydrocarbons, environmental pollution, personal injury claims and other damage to our properties
and those of others. We maintain insurance against some, but not all, of the risks described above. In particular, the insurance we maintain
does not cover claims relating to failure of title to oil leases, loss of surface equipment at well locations, business interruption,
loss of revenue due to low commodity prices or loss of revenues due to well failure. The occurrence of any such event that is not covered,
or not fully covered, by insurance that we maintain or may acquire, could have a material adverse effect on our operations.

 Governmental
Regulation

 Oil
and natural gas exploration, production, transportation and marketing activities are subject to extensive laws, rules and regulations
promulgated by federal and state legislatures and agencies, including but not limited to the Mine Safety and Health Administration, or
MSHA, the Federal Energy Regulatory Commission, or FERC, the Environmental Protection Agency, or EPA, the Bureau of Land Management,
BLM, and various other federal or state regulatory agencies. Our failure to comply with any such laws, rules and regulations may result
in substantial penalties, including the delay or prohibition of our operations. The legislative and regulatory burden on the oil industry
described above increases our cost of doing business.

 State
regulatory agencies, as well as the federal government when we operate on federal or Indian lands, require permits for drilling operations,
drilling bonds and reports, and impose other requirements relating to the exploration and production of oil and gas. There are also statutes
or regulations addressing conservation matters, including provisions for the unitization or pooling of oil and natural gas properties,
the establishment of maximum rates of production from wells and the regulation of spacing, plugging and abandonment of such wells. In
each jurisdiction, we may need exceptions to some applicable regulations requiring regulatory approval. All of these matters could affect
our operations.

 Environmental
Matters

 The
oil industry is subject to extensive and changing federal, state and local laws and regulations relating to environmental protection,
including the generation, storage, handling, emission, transportation and discharge of materials into the environment, as well as safety
and health. The recent trend in environmental legislation and regulation is generally toward stricter standards, and this trend is likely
to continue. These laws and regulations may require a permit or other authorization before construction or drilling commences, and for
certain other activities, limit or prohibit access, seismic acquisition, construction, drilling and other activities on certain lands
lying within wilderness and other protected areas, impose substantial liabilities for pollution resulting from its operations, and require
the reclamation of certain lands.

 The
permits that are required for oil and gas operations are subject to revocation, modification and renewal by issuing authorities.

 Federal
regulations require certain owners or operators of facilities that store or otherwise handle petroleum products to prepare and implement
spill prevention, control countermeasures and response plans relating to the possible discharge of oil into surface waters. The Oil Pollution
Act of 1990, or OPA, contains numerous requirements relating to the prevention of and response to oil spills into waters of the United
States. For onshore and offshore facilities that may affect waters of the United States, the OPA requires the operator to demonstrate
the financial ability to respond to discharges. Regulations are currently being developed under federal and state laws concerning oil
pollution prevention and other matters that may impose additional regulatory burdens on participants in the oil and gas industry. In
addition, the Clean Water Act and analogous state laws require permits to be obtained to authorize discharge into surface waters or to
construct facilities in wetland areas. The Clean Air Act of 1970 and its subsequent amendments impose permit requirements and necessitate
certain restrictions on point source emissions of volatile organic carbons (nitrogen oxides and sulfur dioxide) and particulates with
respect to certain of our operations. The EPA and designated state agencies have in place regulations concerning discharges of storm
water runoff and stationary sources of air emissions. These programs require covered facilities to obtain individual permits, participate
in a covered group or seek coverage under an EPA general permit. A number of agencies, including but not limited to MSHA, the EPA, the
BLM, and similar state commissions, have adopted regulatory guidance in consideration of the operational limitations on oil and gas facilities
and their potential to emit pollutants.

 Facilities

 Our
principal executive office is located at 2021 Guadalupe Street, Ste. 260, Austin, Texas 78705.

 Personnel

 As
of May 31, 2025, we had five full-time employees and no part-time employees.

 Website
Access

 We
make available on our web site our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K,
and all amendments to those reports, as soon as reasonably practicable after we file such reports electronically with the Securities
and Exchange Commission. Information on our website is not included as part of this report.

 Item
1A. Risk Factors

 Not
Applicable

 Item
1B. Unresolved Staff Comments

 Not
Applicable

 Item
1C. Cybersecurity

 We
have a range of security measures that are designed to protect against the unauthorized access to and misappropriation of our information,
corruption of data, intentional or unintentional disclosure of confidential information, or disruption of operations. We have cloud security
tools and governance processes designed to assess, identify, and manage material risks from cybersecurity threats. In addition, we maintain
an information security training program designed to address phishing and email security, password security, data handling security,
cloud security, operational technology security processes, and cyber-incident response and reporting processes.

 We
are committed to maintaining the highest standards of cybersecurity to protect our data, intellectual property, and customer information
from cyber threats. As part of this commitment, we leverage a sophisticated cybersecurity framework that integrates the robust capabilities
of the Microsoft cloud ecosystem. We use an outside third-party cloud provider to provide communication and computer services, including
email, internet access and file storage and sharing. Access passwords are changed on a regular basis. All employees have received formal
training on password controls and on email safety procedures. Our policy requires all employees to send any suspicious emails to our
contracted computer expert for evaluation. Access to any sensitive databases is on a limited and need-to-know basis. Should there be
a data breach, our board of directors is immediately notified. As of the filing date of this report, to the best of our knowledge, we
have not encountered any cyber security incidents.

 The
Microsoft cloud ecosystem, including Microsoft 365, Azure, SharePoint Online, Microsoft Defender, and Microsoft InTune, forms the backbone
of our cybersecurity infrastructure. These platforms offer advanced security features such as data encryption in transit and at rest,
network security controls, identity and access management, and threat protection capabilities. Microsoft's constant investment
in cybersecurity research and development ensures that we benefit from cutting-edge security technologies and practices.

 Item
2. Properties

 We
have mineral leases for 45,766 gross acres and 38,153 net acres of mineral property interests in Montana. We are the operator of the
Olfert 11-4 well located in the Lustre field and the Reddig 11-21 well located in the Midfork field. Both of these wells are currently
shut in and are not producing.

 Item
3. Legal Proceedings

 On
February 4, 2021, our subsidiary, Lustre Oil Company, LLC ("Lustre") filed a lawsuit captioned Lustre Oil Company
LLC and Erehwon Oil & Gas, LLC v. Anadarko Minerals, Inc. and A&S Mineral Development Co., LLC in the Montana Seventeenth
Judicial District Court for Valley County to initiate a quiet title action confirming Lustre's rights under certain
mineral leases in Valley County, Montana. Lustre is also seeking damages with respect to actions taken by A&S Mineral Development
Co., LLC to improperly produce oil on the property subject to Lustre's mineral leases. On January 14, 2022, the District Court
granted the defendants' Motion to Dismiss without addressing the merits of Lustre's quiet title action. Lustre appealed the
decision to the Montana Supreme Court. On April 6, 2023, in a unanimous decision, the Montana Supreme Court reversed the District Court's
decision related to Lustre's quiet title action and remanded the case to the District Court for further proceedings. On June 1,
2023, Lustre filed a First Amended Complaint with the District Court reopening the original suit with a different judge. On February
27, 2024, we announced that Lustre entered into a mutually agreeable confidential Settlement Agreement (the "Settlement Agreement")
among Lustre, Erehwon Oil & Gas, LLC ("Erehwon"), and A&S Minerals Development Company, LLC ("ASMD").
The Settlement Agreement provides for an undisclosed cash amount and settles the quiet title dispute between the parties.

 On
March 20, 2023, Capex Oilfield Services, Inc. ("Capex") filed a lawsuit against Lustre in the Montana Tenth Judicial District
Court, Petroleum County, demanding payment of $377,190, plus interest and collection costs for services provided by Capex to drill the
Olfert 11-4 well. On January 29, 2024, the court issued a Stipulated Judgment and Order in favor of Capex for $354,267.29 plus interest
in the amount of $79,224.89 and future accruing costs and interest of 18% per annum. On the same day, Lustre entered into a payment arrangement
plan to pay Capex $5,000 per month until the judgement is satisfied.

 On
May 18, 2023, Capstar Drilling, Inc.("Capstar") filed a lawsuit against Lustre in the Montana Seventeenth Judicial District
Court, Valley County, demanding payment of $298,050, plus interest and collection costs, for services provided by Capstar to drill the
Olfert 11-4 well. On July 18, 2024, the court issued an Order to Adopt Stipulation to Judgment in favor of Capstar in the sum of $276,815
principal balance, plus interest in the amount of $49,675 and court costs for a total judgment of $326,650 with post judgment interest
of 10% per annum.

 On
August 29, 2023, Warren Well Service, Inc. ("Warren Well") filed a lawsuit against Lustre in the Montana Seventeenth Judicial
District Court, Valley County, demanding payment of $164,235, plus interest and collection costs for services provided by Warren Well
to drill the Olfert 11-4 well. On March 31, 2025, Lustre agreed in mediation to pay $750 per month until all outstanding amounts owed
to Warren Well are satisfied.

 On January 14, 2024 Nine Downhole Technologies, LLC aka
Nine Energy Service ("Nine Downhole") filed a complaint against Lustre in the Montana Tenth Judicial District Court, Petroleum
County, demanding payment plus accrued interest until the debt is paid in full. On June 1, 2025, Nine Downhole's Motion for a summary
disposition was granted in the amount of $41,842 together with costs and any post judgment interest until amount is paid in full.

 Except
as set forth above, we are not currently involved in any other legal proceedings, and we are not aware of any other pending or potential
legal actions.

 Item
4. Mine Safety Disclosures

 Not
Applicable

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Our
common stock is currently traded under the symbol LRDC on the over-the-counter market and is quoted on the Pink Sheets, which is not
recognized by the Securities and Exchange Commission, or the SEC, as a stock exchange for reporting purposes.

 Since
our stock began trading on the Pink Sheets on November 5, 2009, there has been a limited trading market for our common stock. The following
table presents the range of high and low bid information for our common equity for each full quarterly period within the two most recent
fiscal years.

Oil, Inc. High/Low Market Bid Prices ($)

 Q1:

 Jun 2024 — Aug 2024

 Q2:

 Sep 2024 — Nov 2024

 Q3:

 Dec 2024 — Feb 2025

 Q4:

 Mar 2025 — May 2025

 High
 Bid

 0.70

 0.47

 0.43

 0.4101

 Low
 Bid

 0.24

 0.3557

 0.26

 0.2557

 Q1:

 Jun 2023 — Aug 2023

 Q2:

 Sep 2023 — Nov 2023

 Q3:

 Dec 2023 — Feb 2024

 Q4:

 Mar 2024 — May 2024

 High
 Bid

 0.091

 0.1301

 0.2725

 0.81

 Low
 Bid

 0.0483

 0.0501

 0.047

 0.191

 Over-the-counter
market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.

 The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted
on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided
by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver
a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the
market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's
duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements
of securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary
actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such
other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation. The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which
such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
(d) monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny
stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written
acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed
and dated copy of a suitably written statement.

 These
disclosure requirements may have the effect of reducing trading activity in the secondary market for our stock if it becomes subject
to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty
selling those securities.

 Holders

 As
of August 29, 2025, we had 74,887,755 shares of common stock issued and outstanding, and there were 37 holders of record and more than
700 beneficial holders of our common stock, including those who own their shares through their brokers in "street name."

 Dividends

 We
have not paid any dividends on our common stock since our inception. Our board of directors does not anticipate that it will declare
dividends on our common stock in the foreseeable future.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Liquidity
and Capital Resources

 As
of May 31, 2025, our cash and cash equivalents and restricted cash balance was $277,367. Our total debt outstanding as of May 31,
2025 was $3,966,351, including (i) $617,934 owed to Alleghany, which is classified as a current note payable, and (ii) $887,430 pursuant
to notes under the Paycheck Protection Program, or PPP, of which we have classified $825,701 as long-term debt, net of the current portion
totaling $61,729, which is classified as a current note payable, (iii) $352,478 short term bridge notes, net of deferred debt discount,
(iv) a $310,061 revolving note classified as short-term, (v) a $750,000 note payable to Cali Fields LLC, classified as short-term, (vi)
a $181,349 promissory note, net of deferred debt discount classified as short-term, (vii) a $292,099 note payable due to our Chief Financial
Officer, classified as short-term and (viii) $575,000 convertible debt contributed for net working interest.

 Our
cash and cash equivalents balance at May 31, 2024 was $1,990,189. Our total debt outstanding as of May 31, 2024 was $3,212,828,
including (i) $617,934 owed to Alleghany, which is classified as a current note payable, and (ii) $954,112 pursuant to notes under the
Paycheck Protection Program, or PPP, of which we have classified $887,733 as long-term debt, net of the current portion totaling $66,379,
which is classified as a current note payable, (iii) $288,622 short term convertible notes, net of deferred debt discount, (iv) a $310,061
revolving note classified as short-term, (v) a $750,000 note payable due to Cali Fields LLC, classified as short-term, and (vi) a $292,099
note payable due to our Chief Financial Officer, classified as short-term.

 We
have continued financing our business with a combination of stock sales and issuances of debt securities, as described above. During
fiscal year 2025, we sold 2,894,490 shares of our common stock to accredited investors at an average price of $0.437 per share for gross
proceeds of $1,265,200 of which $50,000 is recorded as an unissued stock subscription. There were no finder's fees related to the
sales of the shares described above. The issued shares have not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements under the Securities Act.

2025, we are seeing increased interest from multiple investors/funds and oil field ownership interests in our UGD methods, both nationally
and internationally. We believe this interest is due to a change in the climate for U.S. based energy projects. We believe that this
change in the financial markets has made it easier for us to raise equity related funds, and we expect this to continue for the foreseeable
future.

 Results
of Operations

 We
recognized revenues and direct costs totaling $9,423 and $36,482, respectively through our interest in oil and gas sales for the year
ended May 31, 2025 and 2024. During the years ending May 31, 2025 and 2024, we incurred operating expenses of $3,331,853 and $3,426,709,
respectively. These expenses consisted primarily of general operating expenses incurred in connection with the day-to-day operation of
our business, the preparation and filing of our required public reports, stock option compensation expense. In addition, lease operating
expenses and impairment expenses are included in total operating expenses. The decrease in expenses for the year ended May 31, 2025,
as compared to the same period in 2024, is primarily attributable to a decrease in stock-based compensation totaling approximately $1
million, offset by an increase in increases in other legal and accounting professional fees including public relations totaling $165,000
and increases in lease operating expenses primarily from the operation of the Reddig 11-21 well totaling $201,118. Further, there
is increase in long-term asset impairment loss on the Reddig 11-21 well which has been shut in and we determined may not be recoverable
totaling $653,874 for the year ended May 31, 2025, as compared to $56,555 in the year ending May 31, 2024

the year ended May 31, 2025, we recognized $300,000 other income on the sale of our working interest in Hell Creek Crude and $328,702
related to payments required under the Texakoma Development Agreement. During the year ended May 31, 2024, we recognized other income
and expenses of $175,000 related to the sale of drilling equipment, $727,901 offset by $285,412 in direct lease acquisition costs related
to payments required under the Texakoma Development Agreement, and an undisclosed payment related to a confidential legal settlement.

fiscal 2025, we focused our efforts on developing our UGD business model which requires substantial investment to acquire access to,
and to develop oil and gas properties for production. We also continued to develop our mineral rights through conventional drilling.

 Underground
Gravity Drainage (UGD)

 In
future operations, we plan to use an Enhanced Oil Recovery ("EOR") method entitled Underground Gravity Drainage ( UGD").
The original UGD method uses conventional mining processes to establish a drilling chamber underneath an existing oil field from where
closely spaced wellbores are intended to be drilled up into the reservoir, using residual radial pressure and gravity to then drain the
targeted reservoir through the wellbores. As we gain experience through practical application of the processes involved in oil recovery,
variants of the UGD concept are continually developed and evaluated. The UGD method is applicable to mature oil fields that have very
specific geological characteristics. We have done extensive research and have identified oil fields within the United States that it
believes are qualified for UGD recovery methods. We intend to pursue and recover stranded oil from selected mature fields chosen from
this group as funds become available.

 We
believe the costs of implementing the UGD method are radically lower than those presently experienced by commonly used EOR methods. We
also estimate that we can materially increase the field oil production rate from prior periods and recover amounts of oil equal to or
greater than amounts previously recovered from the mature fields selected. We intend to seek oil fields with a minimum of 25 million
barrels of estimated recoverable oil.

 When
we acquire a targeted oil field, we will continue to operate the producing field and expect to generate revenue and profit from doing
so. Once development of the underground chamber and the UGD method is prepared for operation, the conventional wells will be capped and
UGD production begun. The effect of such operations should result in minimal disruption of oil production from our field investments.

 Conventional
Drilling Operations

 Prior
to December 31, 2020, while implementing the UGD method projects for Allegheny, we gained specialized know-how and operational experience
in evaluating, acquiring, operating and developing oil and gas properties, as well as expertise in designing, drilling and producing
conventional oil wells. Based upon that know-how, we identified and acquired 45,246 gross acres, and 37,932 net acres, of mineral property
interests in the State of Montana. We began drilling an exploratory well in Montana during May 2022. That well, named the Olfert 11-4
well, has not yet been completed or put into production. We are continuing our efforts to complete the Olfert 11-4 well and begin commercial
production. We have also developed relationships with Texakoma Exploration and Production, LLC, or Texakoma, and Erehwon Oil & Gas,
LLC, or Erehwon, designed to develop our acquired mineral property acreage. We also raised $2,854,000 of which $2,835,500 has been received
as of May 31, 2025 from accredited investors pursuant to a participation agreement to fund the development of up to three wells in the
Midfork oil field in Montana. We are continually attempting to raise additional funds to develop the other mineral property interests
we have purchased. We also have a 50% interest in the Cat Creek oil field, located in Montana. Our various projects and relationships
are described in more detail below. Our ability to secure additional funding will determine whether we can achieve any future production
for the acreage described above, and if we can secure such financing, the pace of field development.

 Relationship
with Erehwon Oil & Gas, LLC

 In
connection with securing this acreage in Montana, Lustre Oil Company LLC, our wholly owned subsidiary ("Lustre"), entered
into an Acquisition and Participation Agreement (the "Erehwon APA") and subsequent amendments with Erehwon Oil & Gas,
LLC ("Erehwon") to acquire oil and gas interests and drill, complete, re-enter, re-complete, sidetrack, and equip wells in
Valley County, Daniels County and Roosevelt County, Montana. The amended Erehwon APA specifies calculations for royalty interests and
working interests for the first ten well completions and first ten well recompletions and for all additional wells and recompletions
thereafter. Lustre will acquire mineral leases and pay 100% of the costs and the split between Erehwon and Lustre will be 20%/80%. Under
the amended Erehwon APA, Lustre will fund 100% of the construction costs of the first ten wells and first ten completions. Until payout,
as defined, is attained, the distribution split between Erehwon and Lustre will be 10%/90%, thereafter, 20%/80%. Any additional wells
will be funded 80% by Lustre and 20% by Erehwon.

 Royalty
expenses for these wells will consist of a royalty interest to the landowner and an overriding royalty interest of between 3% and 6%
to two individuals who generated the prospects. Those individuals will also receive an amount equal to 5% of the cost of the first ten
new wells we complete and the first ten completed recompletions.

 Hell
Creek Crude, LLC Midfork Field Production Well

 In
January 2024, we entered into a Participation Agreement, through our wholly owned subsidiary, Hell Creek Crude, LLC ("HCC"),
Erehwon, and various accredited investors. The Participation Agreement provided us with over $2.8 million to acquire certain leases and
to drill a development well in the Midfork Field in Montana. Several of the investors also hold $575,000 in principal amount of our convertible
debt, plus accrued interest of $73,317, which indebtedness is included as investments under the Participation Agreement.

 Until
a total of the $3.5 million in cash, notes and accrued interest, plus any capital calls, is repaid to the various investors under the
terms of the Participation Agreement, the net working interest payments from the Participation Agreement will be split between the various
investors and HCC and Erehwon, collectively on a 90%/10% basis. After the repayment to the investors, the split between the investors,
on one hand, and HCC and Erehwon, on the other hand, will be on a 50%/50% basis. In December 2024, an additional investor purchased a
9% net working interest before payout and 4% net working interest after payout from HCC for $300,000. The after-payout split between
the investors, on one hand, and the additional investor, HCC and Erehwon, on the other hand, will be on a 50%/4%/46% basis. After the
development well is drilled under the Participation Agreement, the investors will have the option to invest in up to two additional wells
in the field.

 In
December 2024, in lieu of another capital call to the original investors, an additional investor invested $300,000 under the Participation
Agreement, sharing ratably with the original investors. The funds were spent on drilling expenses for the well. In the Spring of 2025,
another capita call of $150,000 was issued to investors to fund additional perforations and acidizing the well. To date, the well has
produced oil, but with accompanying water production that makes it uneconomical to operate. Currently, the well is shut in and being
evaluated for additional rework enhancements or alternative uses, such as conversion to a saltwater disposal well.

 Olfert
11-4 Montana Well

 In
January 2022, we executed a Net Profits Interest Agreement with Erehwon and Olfert No. 11-4 Holdings, LLC, or Olfert Holdings, for the
purpose of funding the first well, named Olfert #11-4, under the Acquisition and Participation Agreement described above. In exchange
for Olfert Holdings' funding of the development of Olfert #11-4, Olfert Holdings receives 90% of amounts resulting from Olfert
#11-4 prior to "Payout" and 50% after "Payout." The Net Profits Interest Agreement defines "Payout"
as the point in time when the aggregate of all Net Profits Interest' payments made to Olfert Holdings under the agreement
equals 105% of the total well development costs.

 The
well was drilled in the first half of calendar 2023 and encountered excessive amounts of salt water. Although we still are working to
put the well into production, it has been three years since the well was shut-in pending gaining access to a proximate salt-water disposal
well making the well economically viable. Although the asset carrying value of the well has been reduced to zero, we will continue to
evaluate the well with the plan to bring it into production.

 Development
Agreement with Texakoma Exploration and Production, LLC

 Effective
July 18, 2023, Lustre and Erehwon entered into an Exploration and Development Agreement (the "Development Agreement"), with
Texakoma. The Development Agreement provides for the exploration and development of the "Lustre Field Prospect" described
in the Development Agreement. Lustre and Erehwon are also parties to an existing Acquisition and Participation Agreement, under which
those parties agreed to acquire certain oil and gas interests, and drill, complete, re-enter, re-complete, sidetrack, and equip wells,
in certain counties in Montana.

 Under
the terms of the Development Agreement, Texakoma agreed to pay Lustre and Erehwon, jointly, the following amounts: (i) $175,000 on or
before July 21, 2023; and (ii) another $175,000 upon the "spudding" of the initial test well subject to rig availability.
Upon the spudding of that test well, Lustre and Erehwon were required to deliver to Texakoma a partial assignment of an 85% working interest
in the oil and gas leases covering the first two initial drilling and spacing units. The first payment under the Development Agreement
was paid by Texakoma at the end of August 2023, and the second $175,000 payment on September 29, 2023.

 The
two test wells were successfully drilled and Texakoma paid 100% of the costs associated with the drilling and completion of the wells.
Lustre and Erehwon jointly, have an undivided 15% working interest, carried through the tanks, in those two wells. In March 2024, Texakoma
exercised its option to participate in the development of the remainder of the Lustre Field Prospect. By exercising its option, Texakoma
agreed to drill eight additional wells, with Lustre and Erehwon having a 15% working interest carried through the tanks, and to pay Lustre
$706,603 over four months, for an 85% leasehold interest in the next eight drill sites and a 50% leasehold interest in the balance of
the Lustre Field Prospect acreage. As of August 1, 2024, Texakoma had paid the balance. The working and net revenue interest in any wells
drilled subsequent to the first ten wells will be shared by Texakoma and Lustre and Erehwon, jointly, on a 50:50 basis.

 Texakoma
completed three wells and with the purchase of the Cranston saltwater disposal well purchased by Lustre on September 10, 2024, Texakoma
was to prepare the three wells for production pending evaluation of the well characteristics and better weather conditions in the field.
When the wells were started up for production, the oil levels were not sufficient to maintain operation and the wells have been shut
in pending evaluation and possibly more perforations.

 Additional
Acreage North of the Fort Peck Reservation

 We
are in the process of raising $7.5 million to drill three exploratory wells by selling units of West Fork Resources, LLC. The purpose
of the raise is to prove up portions of our over 21,000 acres of mineral rights located north of the Fort Peck Reservation at the western
edge of the Williston Basin. Preliminary development operations such as acquiring seismic data, site selection, and permitting are in
process, as $1.0 million of the $2.25 million funds initially raised elected to commence drilling operations during fiscal year 2025.
Upon request, the remaining $1.25 million was returned to the investors in May 2025. We continue to expect that the $7.5 million we seek
will be completed by early Fall 2025, providing adequate funds to drill the three exploratory wells before year end and finish early
in 2026, weather permitting.

 Recently
Issued Accounting Pronouncements

 Refer
to Note 3 of the Notes to Consolidated financial statements for a discussion of recently issued accounting
pronouncements.

 Critical
Accounting Policies and Estimates

 The
process of preparing consolidated financial statements requires that we make estimates and assumptions that affect the reported amounts
of liabilities and stockholders' equity/(deficit) at the date of the consolidated financial statements, and the reported amounts
of revenues and expenses during the reporting period. Significant estimates in these consolidated financial statements include estimates
related to purchase price allocation. Changes in the status of certain facts or circumstances could result in a material change to the
estimates used in the preparation of the consolidated financial statements and actual results could differ from the estimates and assumptions.

 Going
Concern

 These
consolidated financial statements have been prepared on a going concern basis. We have routinely incurred losses since inception, resulting
in an accumulated deficit. We have recently received loans from accredited investors to fund our operations. There is no assurance that
such financing will be available in the future to meet our operating needs. This situation raises substantial doubt about our ability
to continue as a going concern within the one-year period after the issuance date of the consolidated financial statements included in
this report.

 Our
management has undertaken steps to improve operations, with the goal of sustaining operations for the next twelve months and beyond.
These steps include an ongoing effort to raise funds through the issuance of debt to fund our well development program and maintain operations.
We have attracted and retained key personnel with significant experience in the industry. At the same time, in an effort to control costs,
we have required a number of our personnel to multi-task and cover a wider range of responsibilities in an effort to restrict the growth
of our headcount. There can be no assurance that we can successfully accomplish these steps, and it is uncertain that we will achieve
a profitable level of operations and obtain additional financing. We cannot assure you that any additional financing will be available
to us on satisfactory terms and conditions, if at all.

 The
accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of us to continue
as a going concern.

 Off
Balance Sheet Arrangements

 We
do not currently have any off-balance sheet arrangements or other such unrecorded obligations, and we have not guaranteed the debt of
any other party.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 We
are not required to provide the information required by this Item as we are a "smaller reporting company," as defined in
Rule 229.10(f)(1)

 Item
8. Consolidated Financial Statements and Supplementary Data

 Our
consolidated financial statements required by this item are included on pages immediately following the Index to Consolidated Financial
Statements appearing on page F-1.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed
or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and Exchange Commission, or the SEC. Our disclosure controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding
required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including
the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure
controls and procedures can only provide reasonable assurance of achieving their control objectives, and management is required to use
its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 An
evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer,
or CEO, and Chief Financial Officer, or CFO, of the effectiveness of our disclosure controls and procedures as of the end of the period
covered by this report as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our CEO and CFO have concluded
that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information
required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2)
accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for timely decisions regarding required
disclosure because of a material weakness in our control over financial reporting. A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the
Company's management has concluded that as of May 31, 2025, we had no full-time employees with the requisite expertise in the key
functional areas of finance and accounting. As a result, there is a lack of proper segregation of duties necessary to ensure that all
transactions are accounted for accurately and in a timely manner. Considering this material weakness, we performed additional analysis
as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles.
Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K presents fairly in all material
respects our financial position, results of operations and cash flows for the periods presented.

 Our
small size and limited resources have prevented us from being able to employ sufficient resources to enable us to have an adequate level
of supervision and segregation of duties. Further we have limited specific oil and gas accounting personnel in our accounting department
due to our small size, lack of resources and limited technical accountants on staff. This led to material adjustments to oil and gas
investment and asset impairment evaluations. It is difficult for us to effectively segregate accounting duties and have proper financial
reporting, which creates a material weakness in internal controls. This lack of segregation of duties and limited personnel leads management
to conclude that our financial reporting disclosure controls and procedures are not effective to give reasonable assurance that the information
required to be disclosed in reports that we file under the Exchange Act is recorded, processed, summarized and reported as and when required.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)). Under the supervision and with the participation of our management, including our CEO and CFO, we
conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in Internal Controls
– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation
under the framework in Internal Control – Integrated Framework, our management concluded that our internal controls over financial
reporting were not effective as of May 31, 2025 because of a material weakness in our control over financial reporting. Specifically,
our management has concluded that our small size and limited resources have prevented us from being able to employ sufficient resources
to enable us to have an adequate level of supervision and segregation of duties. Further we have limited specific oil and gas accounting
personnel in our accounting department due to our small size, lack of resources and limited technical accountants on staff. This led
to material adjustments to oil and gas investment and asset impairment evaluations. It is difficult for us to effectively segregate accounting
duties and have proper financial reporting, which creates a material weakness in our internal controls over financial reporting.

 As
we grow, we are working on further improving our segregation of duties and level of supervision.

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to SEC rules adopted
in conformity with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) that occurred
during the year ended May 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

 Item
9B. Other Information

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 The
following table sets forth as of August 29, 2025, the name, age, and position of each of our executive officers and directors, and the
term of office of each of our executive officers and directors.

 Name

 Age

 Position
 Held

 Term
 as Director or Officer

 Since

 Donald
 Beckham

 Independent

 March
 1, 2011

 Michael
 H. Price

 Independent

 August
 3, 2012

 Mark
 See

 Chief
 Executive Officer and Chairman

 October
 16, 2009

 E. Sparks

 Chief
 Financial Officer, Treasurer and Director

 March
 1, 2011

 Each
of our directors serves for a term of three years, until his successor is elected at our annual stockholders' meeting, and is qualified,
subject to removal by our stockholders. Each officer serves at the pleasure of the Board of Directors.

 Set
forth below is certain biographical information regarding each of our executive officers and directors.

 DONALD
BECKHAM has served as a director since March 1, 2011. Since July 2015, he has been a Partner with Copestone Energy Partners, LLC.
In 1993 he founded Beckham Resources, Inc. ("BRI") which for the past 20 years has been a licensed, bonded and insured operator
in good standing with the Railroad Commission of Texas. Through BRI, Mr. Beckham has drilled and operated fields for his own account.
His expertise is in the acquisition, exploitation, exploration and production enhancement of mature oil and gas fields through which
he has been able to enhance production by compressor optimization, pump design, work-over programs, stimulation techniques and identifying
new pay zones. BRI has operated wells in the following fields: Hull, Liberty, Aransas Pass, McCampbell, Mission River, Garcitas Creek,
Sour Lake, Batson, Barton Ranch and Dayton. Prior to BRI, Mr. Beckham was the chief operations manager for Houston Oil Fields Corporation
("HOFCO") where he began his career. There he was responsible for drilling, production and field operations and managed approximately
100 people including engineers, geologists, land men, pumpers, and other contract personnel, as well as state and federal environmental
and regulatory functions. He managed an annual capital budget of approximately $30 million and operated approximately 100 wells. HOFCO
drilled about 20 wells per annum and performed approximately 30 recompletions and work over operations each year. HOFCO owned interests
in about 10 key fields principally in Texas, and company-managed production was approximately 1,000 bpd of crude oil and 10 mm cfd of
natural gas. Fields that he managed were as follows: Manvell, Cold Springs, Shepherd, Turtle Bay, Red Fish Bay, Dickinson, Refugio, Lost
Lake, Liberty and Abbeville. Mr. Beckham is a petroleum engineer and 1984 graduate of Mississippi State University.

 MICHAEL
H. PRICE, has served as a director since August 1, 2012 and has over 40 years of senior financial and petroleum experience in the
global oil and gas industry. He has been a principal in Octagon Energy Advisors, a Houston based energy investment advisory firm, from
2002 to the present. The firm advises financial institutions and institutional investors participating in energy investments. Since 2008,
he has been a Managing Director at ING Capital which provides debt financing to domestic exploration and production companies. From 1998
through 2002, Mr. Price was the Chief Financial Officer of Forman Petroleum Corporation. Before that, Mr. Price was Managing Director
at Chase Manhattan Bank for fifteen years where he was in charge of technical support for Chase's worldwide energy merchant banking
activities. In his early career, he worked as a consulting principal on domestic petroleum engineering and landowner matters, and gained
extensive international experience working with major oil companies in a variety of operating positions. He holds a BS and MS from Illinois
Institute of Technology, an MBA from the University of Chicago, a M.Sc. from the London School of Economics, and a MS in Petroleum Engineering
from Tulane University.

 MARK
SEE has been our Chief Executive Officer and Chairman of the Board of Directors since October 16, 2009. He has over 30 years of experience
in tunneling, natural resources and the petroleum industries. He was the founder and founding CEO of Rock Well Petroleum, a private oil
& gas company from January 2005 until December 2008 and worked from then until October 2009 forming Laredo Oil. Mr. See was also
President of Oil Recovery Enhancement LLC in Bozeman, Montana, a private oil company. He was selected as one of the top 25 Engineers
in North America by the Engineering News Record for his innovations in the petroleum industry. He is a member of the Society of
Mining Engineers and the Society of Petroleum Engineers.

 BRADLEY
E. SPARKS is our Chief Financial Officer and Treasurer and has been a director since March 1, 2011. Before joining us in October
2009, Mr. Sparks was the Chief Executive Officer, President and a Director of Visualant, Inc. Prior to joining Visualant, he was the
Chief Financial Officer of WatchGuard Technologies, Inc. from 2005 to 2006. Before joining WatchGuard, he was the founder and managing
director of Sunburst Growth Ventures, LLC, a private investment firm specializing in emerging-growth companies. Previously, he founded
Pointer Communications and served as Chief Financial Officer for several telecommunications and internet companies, including eSpire
Communications, Inc., Digex, Inc., Omnipoint Corporation, and WAM!NET. He also served as Vice President and Treasurer of MCI Communications
from 1988-1993 and as Vice President and Controller from 1993-1995. Before his tenure at MCI, Mr. Sparks held various financial management
positions at Ryder System, Inc. Mr. Sparks currently serves on the Board of Directors of Comrise. Mr. Sparks graduated from the United
States Military Academy at West Point in 1969 and is a former Army Captain in the Signal Corps. He received a Master of Science in Management
degree from the Sloan School of Management at the Massachusetts Institute of Technology in 1975 and is a member of the AICPA.

 To
the knowledge of our management, during the past ten years, no present or former director, executive officer or person nominated to become
a director, or an executive officer of the Company has:

 (1)
 filed
a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed
by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years
before the time of such filings;

 (2)
 was
convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 (3)
 was
the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the following activities:

 (i)
 acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or
as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection
with such activity;

 (ii)
 engaging
in any type of business practice; or

 (iii)
 engaging
in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
or state securities laws or federal commodities laws;

 (4)
 was
the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this
Item, or to be associated with persons engaged in any such activities;

 (5)
 was
found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal
or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated;

 (6)
 was
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;

 (7)
 was
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, relating to an alleged violation of:

 (i)
 Any
federal or state securities or commodities law or regulation; or

 (ii)
 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

 (iii)
 Any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 (8)
 was
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 Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.

 Section
16(a) Beneficial Ownership Reporting Compliance

the fiscal year ended May 31, 2025, we had no class of equity securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934. Accordingly, no reports were required to be filed pursuant to Section 16(a) with respect to our officers, directors, and
beneficial holders of more than ten percent of any class of equity securities.

 Code
of Ethics

 Our
Code of Ethics is included herein by reference to Exhibit 14.1 to this Annual Report on Form 10-K and can be found on our web site at
www.laredo-oil.com.

 Item
11. Executive Compensation

 Compensation
Summary for Executive Officers

 The
following table sets forth compensation paid or accrued by us for the last two years ended May 31, 2025 and 2024 with regard to individuals
who served as the Principal Executive Officer, the Principal Financial Officer and for executive officers receiving compensation in excess
of $100,000 during these fiscal periods.

 Name
 and Principal Position

 Year

 Salary($)

 Bonus($)

 Option

 Awards($)

 All
 Other

 Compensation($)

 Total($)

 Mark
 See (1)

 2025

 525,000

 -

 -

 -

 525,000

 Chief
 Executive Officer and Chairman of the Board

 2024

 525,000

 -

 285,046

 -

 810,046

 E. Sparks (2)

 2025

 415,000

 -

 -

 -

 415,000

 Chief
 Financial Officer, Treasurer and Director

 2024

 415,000

 -

 299,879

 -

 714,879

 (1)
 In
fiscal year 2025, Mr. See's salary includes $213,465 in cash payments and $301,535 of deferred compensation. In fiscal year 2024,
Mr. See's salary included $30,358 in cash payments, and $494,642 for deferred compensation. As of May 31, 2025, Mr. See has cumulative
deferred compensation of $1,280,946.

 (2)
 The
amounts shown in 2025 include $167,596 of salary paid in cash and $247,404 in deferred compensation. In fiscal 2024, Mr. Sparks'
salary includes $30,358 of cash payments and $384,642 of deferred compensation. As of May 31, 2025, Mr. Sparks has cumulative deferred
compensation of $2,372,410.

 Named
Executive Officers Compensation and Termination of Employment Provisions

 Mark
See Pursuant to a letter agreement dated October 16, 2009, and subsequently amended, between us and Mr. See, we pay Mr. See an
annual base salary of $495,000 (which, together with previously approved allowances for Mr. See equaling $30,000, is an aggregate of
$525,000 per year). If Mr. See is terminated by us without "Cause" (as such term is defined in the letter agreement) or if
Mr. See terminates his employment with us for "Good Reason" (as such term is defined in his change in control agreement), we
will pay severance to Mr. See equal to 100% of his then-current annualized base salary, and any bonuses earned, paid out on a pro rata
basis over our regular payroll schedule over the two-year period following the effective date of such termination, provided that if such
termination occurs within 12 months after a Change of Control, such two-year period shall be increased to a three-year period. In addition,
Mr. See will continue to receive all applicable benefits under our standard benefits plans currently available to other senior executives,
for a period not to exceed 24 months following the termination of his employment.

 In
November and December 2023, our Board of Directors awarded Mr. See fully vested options to purchase 4,925,000 shares of our common stock
at $0.066 per share. These were issued to augment and replace earlier option grants that had expired. The options expire in November
and December 2033.

 As
of May 31, 2025, Mr. See has $1,280,946 of deferred compensation owed to him under his contract, which is the cumulative difference between
his contract salary and the actual cash compensation he has received thereunder through May 31, 2025. This amount also includes estimated
employer payroll taxes.

Sparks Pursuant to a letter agreement dated October 20, 2009, as amended, we pay Mr. Sparks an annual base salary of
$385,000 (which, together with previously approved annual payments for Mr. Sparks equaling $30,000, is an aggregate of $415,000 per
year). If Mr. Sparks is terminated by us without "Cause" (as such term is defined in the letter agreement) or if Mr.
Sparks terminates his employment with us for "Good Reason" (as such term is defined in the change in letter agreement),,
we will pay Mr. Sparks severance equal to 100% of his then-current annualized base salary, and any bonuses earned, paid out on a pro
rata basis over our regular payroll schedule over the two-year period following the effective date of such termination; provided,
however, that if such termination occurs within 12 months after a Change of Control, such two-year period is increased to a
three-year period. In addition, Mr. Sparks will continue to receive all applicable benefits under our standard benefits plans
currently available to other senior executives, for a period not to exceed 24 months following the termination of
employment.

 In
June 2023, our Board of Directors awarded Mr. Sparks fully vested options to purchase 6,500,000 shares of our common stock at $0.06 per
share. The award comprised a vested options award to purchase 5,000,000 shares and an award to purchase 1,500,000 shares to replace an
award dated May 28, 2022 to purchase 1,500,000 shares which was canceled. The options expire on June 23, 2033.

 As
of May 31, 2025, we owe Mr. Sparks $2,372,410 of cumulative deferred compensation under his letter agreement with us with respect to
his compensation for his employment. The amount owed under his contract is the cumulative difference between the amount of compensation
we owe Mr. Sparks under his contract salary and the actual cash compensation he has received under his agreement with us. This amount
also includes estimated employer payroll taxes.

 Outstanding
equity awards as of May 31, 2025:

 (a)

 Name and Principal

 Position

 (b)

 Number of Securities

 Underlying Unexercised

 Options Exercisable

 (e)

 Option Exercise Price ($)

 (f)

 Option Expiration Date

 E. Sparks

 CFO, Treasurer & Director

 6,500,000

 0.06

 June
 23, 2033

 Mark
 See

 CEO and Board Chairman

 4,925,000

 0.066

 Nov
 & Dec 2033

 On
May 19, 2023, we approved the Laredo Oil, Inc. 2023 Equity Incentive Plan. The Equity Incentive Plan was filed with the Securities and
Exchange Commission on Form S-8 on June 14, 2023 authorizing the number of shares available for issuance thereunder to an aggregate of
20,000,000 shares. The plan will expire ten years after inception, or on May 19, 2033.

 In
February 2011, we approved the Laredo Oil, Inc. 2011 Equity Incentive Plan. The Equity Incentive Plan was filed with the Securities and
Exchange Commission on Form S-8 on November 8, 2011, and was amended in December 2014 to increase the number of shares available for
issuance thereunder to an aggregate of 15,000,000 shares. The plan expired in February 2021 and had one grant still in effect for 1,100,000
shares at an exercise price of $0.38 per share, which expired on January 2, 2025.

Compensation

 (a)

 Name

 (b)

 Fees Earned or Paid in

 Cash ($)

 (c)

 Stock Awards ($)

 (d)

 Option Awards ($)

 (j)

 Total ($)

 Donald
 Beckham

 -

 -

 Michael
 H. Price

 -

 -

 Historically,
the compensation for each non-employee member of our Board of Directors has been as follows: quarterly cash payment of $12,500 payable
mid-quarter in arrears, and 500,000 shares of restricted common stock vesting in three equal installments over three years. We also reimburse
directors for all reasonable expenses associated with attendance at meetings of our Board of Directors. During the last quarter of fiscal
year 2022, we suspended cash payments to directors indefinitely. However, such payments were accrued for future payment. During fiscal
years 2025 and 2024, no cash payments to directors were made, but were accrued for future payment. On June 23, 2023, we granted fully
vested options to purchase 1,500,000 shares of our common stock to each of Mr. Beckham and Mr. Price and simultaneously cancelled the
500,000 option grants to each dated May 28, 2022. Since they are executive officers, Messrs. See and Sparks receive no additional compensation
for serving on the Board of Directors.

 Item
12. Security Ownership of Certain Beneficial Owners and Management

 The
following table sets forth as of August 29, 2025, the name and address and the number of shares of the Company's common stock,
with a par value of $0.0001 per share, held of record or beneficially by each person who held of record, or was known by the Company
to own beneficially, more than 5% of the issued and outstanding shares of the Company's common stock, and the name and shareholdings
of each executive officer, director and of all officers and directors as a group.

 Name
 and Address

 of Beneficial

 Owner

 Nature
 of

 Ownership (1)

 of Beneficial

 Ownership (1)

 Percent
 of Class

 Bedford
 Holdings, LLC

 44 Polo Drive

 Big Horn, WY 82833

 12,829,269

 13.5

 %

 Darlington,
 LLC (2)

 P.O. Box 723

 Big Horn, WY 82833

 5,423,138

 5.7

 %

 Mark
 See (3)

 36,021,676

 38.0

 %

 E. Sparks (4)

 9,324,857

 9.8

 %

 Robert
 Adamo

 6,662,886

 7.0

 %

 Donald
 Beckham (5)

 2,050,000

 2.2

 %

 Michael
 H. Price (6)

 2,050,000

 2.2

 %

 All
 Directors and Officers as a Group

(4 persons)

 49,446,533

 52.1

 %

 (1)
 All
shares owned directly are owned beneficially and of record, and such stockholder has sole voting, investment and dispositive power, unless
otherwise noted. Amounts of beneficial ownership include all options to purchase common stock expected to be vested within 60 days after
the filing date of this Annual Report on Form 10-K.

 (2)
 These
shares are owned by the spouse of Mr. See, and Mr. See has a proxy from Mrs. See to vote the shares.

 (3)
 Includes
12,829,269 shares owned by Mr. See through Bedford Holdings, LLC, 5,423,138 shares owned by Mrs. See through Darlington, LLC, and fully
vested options to purchase 4,925,000 shares of common stock at $0.066 per share.

 (4)
 Includes
fully vested options to purchase 6,500,000 shares of common stock at $0.06 per share.

 (5)
 Includes
fully vested options to purchase 1,500,000 shares of common stock at $0.06 per share.

 (6)
 Includes
fully vested options to purchase 1,500,000 shares of common stock at $0.06 per share.

authorized for issuance under equity compensation plans

 The
following table provides information as of May 31, 2025 concerning the issuance of equity securities with respect to compensation plans
under which our equity securities are authorized for issuance.

 Equity
Compensation Plan Information

 Plan
 category

 Number
 of securities to

 be issued upon exercise

 of outstanding options,

 warrants and rights (a)

 Weighted
 –average

 exercise price of

 outstanding options,

 warrants and rights ($) (b)

 Number
 of securities

 remaining available for

 future issuance under

 equity compensation

 plans (excluding

 securities reflected in

 column (a) (c)

 Equity
 compensation

plans approved by

security holders (1)

 20,000,000

 0.061

 (2)

 Total

 20,000,000

 0.061

 (1)
 Effective
May 19, 2023, the holders of a majority of the shares of our common stock took action by written consent to approve our 2023 Equity Incentive
Plan, or the "2023 Plan." Stockholders then owning an aggregate of 31,096,676 shares, or 59.8% of the then issued and outstanding
shares of our Common Stock, approved the matter. The 2023 Plan and corresponding agreements are exhibits to our Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on June 14, 2023. The 2023 Plan reserved 20,000,000 shares of our common
stock for issuance to eligible recipients.

 (2)
fiscal year 2024, we granted options to purchase 20,000,000 shares of common stock to employees and contractors. The aforementioned options
were issued under the 2023 Equity Incentive Plan, which authorized 20,000,000 shares of our common stock reserved for issuance for directors,
employees and contractors.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Transactions
with Management and Others

 As
Officers and Directors are related parties, see Items 10, 11 and 12 which disclose option grants and executive compensation and beneficial
ownership.

 On
June 22, 2022, we assigned to our Chief Financial Officer, or CFO, the right to purchase up to 356,243 of the 500,000 membership interests
in Olfert #11-4 in exchange for our CFO's payment of $356,243 of our capital commitment to Olfert #11-4. On August 15, 2022, our
CFO purchased an additional 109,590 membership interests in Olfert #11-4 in exchange for a payment of $109,590 by our CFO. The Olfert
11-4 well has been shut-in pending economical disposal of salt water encountered.

 On
October 26, 2022, we borrowed $150,000 from our CFO pursuant to a demand note bearing an annual interest rate of 10%. The note is secured
by a pledge of all of the interests in our wholly owned subsidiary Lustre Oil Company LLC. In February 2023, our CFO made several advances
to us, totaling $50,000. On March 15, 2023, we received an additional loan of $30,000 from our CFO. During April and May of 2023, our
CFO advanced another $62,099. The total amount of these advances aggregate to $292,099. The October 26, 2022 note and the aforementioned
advances, totaling $292,099, were incorporated into a $400,000 note dated November 27, 2023. The note is outstanding as of May 31, 2025.

Independence.

 Both
Mr. Price and Mr. Beckham serve as "independent" directors based on the definition of independence in the listing standards
of NASDAQ Marketplace Rule 4200(a)(15).

 Item
14. Principal Accounting Fees and Services

 (1)
 Audit Fees

 The
aggregate fees billed by the independent accountants for each of the last two fiscal years for professional services for the audit of
the Company's annual consolidated financial statements and the review of consolidated financial statements included in the Company's
Form 10-Q and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements
for those fiscal years were $216,000 for the fiscal year ended May 31, 2025 and $134,575 for the fiscal year ended May 31, 2024.

 (2)
 Audit-Related Fees

 The
aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably
related to the performance of the audit or review of the Company's consolidated financial statements and are not reported under
paragraph (1) above was $0.

 (3)
 Tax Fees

 The
aggregate fees billed in each of the last two fiscal years ending May 31, 2025 and 2024 for professional services rendered by the principal
accountants for tax compliance, tax advice, and tax planning was $29,785 and $9,476, respectively.

 (4)
 All Other Fees

the last two fiscal years ending May 31, 2025 and 2024, respectively there were $0 fees charged by the principal accountants other than
those disclosed in (1), (2) and (3) above.

 (5)
 Audit Committee's Pre-approval Policies and Procedures

 The
Audit Committee pre-approves the engagement with the independent auditor. It meets four times annually and reviews consolidated financial
statements with the independent auditor. Additionally, the Audit Committee meets in executive session with the independent auditor at
the conclusion of those meetings.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 (a)
(1) Consolidated Financial Statements. See Index to Consolidated Financial Statements on page F-1.

 (a)
(2) Financial Statement Schedules

 The
following financial statement schedules are included as part of this report:

 None.

 (a)
(3) Exhibits

 The
exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are attached hereto
unless otherwise indicated as being incorporated herein by reference, as follows:

 3.1

 Certificate
 of Incorporation, included as Exhibit 3.1 in our Form S-1 filed August 25, 2008, File No. 333-153168 and incorporated herein by reference.

 3.2

 Certificate
 of Amendment of Certificate of Incorporation, included as Exhibit 10.1 to our Form 8-K filed October 22, 2009 and incorporated herein
 by reference.

 3.3

 Bylaws,
 included as Exhibit 3.2 in our S-1 filed August 25, 2008, File No. 333-153168 and incorporated herein by reference.

 10.1

 Letter
 Agreement dated October 16, 2009 between the Company and Mark See, CEO, regarding CEO compensation package, included as Exhibit 10.1
 to our Form 10-K filed September 14, 2010 and incorporated herein by reference.

 10.2

 Letter
 Agreement dated October 20, 2009 between the Company and Bradley E. Sparks regarding CFO compensation package, included as Exhibit
 10.2 to our Form 10-K filed September 14, 2010 and incorporated herein by reference.

 10.3

 Letter
 Agreement dated October 16, 2013 between the Company and Christopher E. Lindsey, General Counsel and Secretary, regarding compensation,
 included as Exhibit 10.3 to our Form 10-K filed August 29, 2014 and incorporated herein by reference.

 10.4

 Purchase
 Agreement, included as Exhibit 10.1 to our Form 8-K filed June 9, 2010 and incorporated herein by reference.

 10.5

 Amended
 and Restated Form of Warrant to Purchase Stock of Laredo Oil, Inc. (amending Form of Warrant to Purchase Stock of Laredo Oil, Inc.
 included as Exhibit 10.2 in our Current Report on Form 8-K filed June 9, 2010)., included as Exhibit 10.1 to our Form 10-Q filed
 October 17, 2011 and incorporated herein by reference.

 10.6

 Form
 of Subordinated Convertible Promissory Note, included as Exhibit 10.3 to our Form 8-K filed June 9, 2010 and incorporated herein
 by reference.

 10.7

 Purchase Agreement, dated as of July 26, 2010, among the Company and each Purchaser identified on the signature pages thereto, included
 as Exhibit 10.1 to our Form 8-K filed July 28, 2010 and incorporated herein by reference.

 10.8

 Amended
 and Restated Form of Common Stock Purchase Warrant (amending Form of Common Stock Purchase Warrant included as Exhibit 10.7 in our
 Current Report on Form 8-K filed June 20, 2011), included as Exhibit 10.2 to our Form 10-Q dated October 17, 2011 and incorporated
 herein by reference.

 10.9

 Loan
 Agreement dated November 22, 2010 between Laredo Oil, Inc. and Alleghany Capital Corporation, included as Exhibit 10.1 to our Form
 8-K filed November 24, 2010 and incorporated herein by reference.

 10.10

 Form
 of Amended and Restated Senior Promissory Note accompanying Loan Agreement dated November 22, 2010 between Laredo Oil, Inc. and Alleghany
 Capital Corporation (amending the Form of Senior Promissory Note included as Exhibit 10.2 in our Current Report on Form 8-K filed
 November 24, 2010), included as Exhibit 10.1 to our Form 8-K filed November 18, 2011 and incorporated herein by reference.

 10.11

 Loan
 Agreement dated April 6, 2011 between Laredo Oil, Inc. and Alleghany Capital Corporation, included as Exhibit 10.1 to our Form 8-K
 filed April 8, 2011 and incorporated herein by reference.

 10.12

 Form
 of Amended and Restated Senior Promissory Note accompanying Loan Agreement dated April 6, 2011 between Laredo Oil, Inc. and Alleghany
 Capital Corporation (amending the Form of Senior Promissory Note included as Exhibit 10.2 in our Current Report on Form 8-K filed
 April 12, 2011), included as Exhibit 10.2 to our Form 8-K filed November 18, 2011 and incorporated herein by reference.

 10.13

 Oil, Inc. 2011 Equity Incentive Plan, included as Exhibit 4.1 to our Form S-8 filed on November 8, 2011 and incorporated by reference
 herein.

 10.14

 Form
 of Laredo Oil, Inc. 2011 Equity Incentive Plan Stock Option Award Certificate, included as Exhibit 4.2 to our Form S-8 filed on November
 8, 2011 and incorporated by reference herein.

 10.15

 Form
 of Laredo Oil, Inc. 2011 Equity Incentive Plan Restricted Stock Award Certificate, included as Exhibit 4.3 to our Form S-8 filed
 on November 8, 2011 and incorporated by reference herein.

 10.16

 Amended
 and Restated Laredo Management Retention Plan dated as of October 11, 2012, included as Exhibit 10.1 to our Form 10-Q filed on October
 15, 2012 and incorporated by reference herein.

 10.17

 Certificate
 of Formation of Laredo/SORC Incentive Plan Royalty, LLC., included as Exhibit 10.16 to our Form 10-K filed on August 29, 2012 and
 incorporated by reference herein.

 10.18

 Amendment
 to Certificate of Formation of Laredo/SORC Incentive Plan Royalty, LLC, included as Exhibit 10.2 to our Form 10-Q filed on October
 15, 2012 and incorporated by reference herein.

 10.19

 Limited
 Liability Company Agreement of Laredo Royalty Incentive Plan, LLC, dated as of October 11, 2012, included as Exhibit 10.3 to our
 Form 10-Q filed on October 15, 2012 and incorporated by reference herein.

 10.20

 Form
 of Restricted Common Unit Agreement for Laredo Royalty Incentive Plan, LLC., included as Exhibit 10.4 to our Form 10-Q filed on October
 15, 2012 and incorporated by reference herein.

 10.21

 Note
 dated April 28, 2020 executed by Laredo Oil, Inc. in favor of IBERIABANK, included as Exhibit 10.1 to our Form 8-K filed May 1, 2020
 and incorporated herein by reference.

 10.22

 Limited
 Liability Company Agreement of Cat Creek Holdings LLC, a Montana limited liability company, dated effective as of June 30, 2020,
 executed by the Company, Lipson Investments LLC and Viper Oil & Gas, LLC, included as Exhibit 10.22 to our Form 10-K filed on
 August 31, 2020, and incorporated herein by reference.

 10.23

 Asset
 Purchase and Sale Agreement dated as of July 1, 2020, by and between Carrell Oil Company and Cat Creek Holdings LLC, included as
 Exhibit 10.23 to our Form 10-K filed on August 31, 2020, and incorporated herein by reference.

 10.24

 Purchase Agreement dated as of December 31, 2020, by and among the Company, Alleghany Corporation, Stranded Oil Resources Corporation
 and SORC Holdings LLC, included as Exhibit 10.1 to our Form 10-Q filed on January 19, 2021, and incorporated herein by reference.

 10.25

 Consulting
 Agreement dated as of December 31, 2021, by and between the Company and Alleghany Corporation, included as Exhibit 10.2 to our Form
 10-Q filed on January 19, 2021, and incorporated herein by reference.

 10.26

 Amended and Restated Senior Promissory Note dated as of December 31, 2020, executed by the Company for the benefit of Alleghany Corporation,
 included as Exhibit 10.3 to our Form 10-Q filed on January 19, 2021, and incorporated herein by reference.

 10.27

 Security
 Agreement dated as of December 31, 2020, executed by the Company for the benefit of Alleghany Corporation, included as Exhibit 10.4
 to our Form 10-Q filed on January 19, 2021, and incorporated herein by reference

 10.28

 Note
 dated effective as of February 3, 2021, executed by the Company in favor of First Horizon Bank, included as Exhibit 10.5 to our Form
 10-Q filed on April 19, 2021, and incorporated herein by reference.

 14.1

 Code
 of Ethics for Employees and Directors, included as Exhibit 14.1 to our Form 10-K filed September 14, 2010 and incorporated herein
 by reference

 31.1

 Certification by Chief Executive Officer pursuant to Rule 13a-14(a).

 31.2

 Certification by Chief Financial Officer pursuant to Rule 13a-14(a).

 32.1

 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2

 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 LAREDO
 OIL, INC.

 (the
 "Registrant")

 Date:

 By:

 /s/
 Mark See

 Mark
 See

 Chief
 Executive Officer and Chairman of the Board

 In
accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

 Date:

 By:

 /s/
 Mark See

 Mark
 See

 Chief
 Executive Officer and Chairman of the Board

 (Principal
 Executive Officer)

 Date:

 By:

 /s/
 Bradley E. Sparks

 E. Sparks

 Chief
 Financial Officer, Treasurer and Director

 (Principal Financial and Accounting Officer)

 Date:

 By:

 /s/
 Donald Beckham

 Donald
 Beckham

 Date:

 By:

 /s/
 Michael H. Price

 Michael
 H. Price

 LAREDO
OIL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of M&K CPAS, PLLC Independent Registered Public Accounting Firm (PCAOB ID: 2738)

 Consolidated Balance Sheets as of May 31, 2025 and 2024

 Consolidated Statements of Operations for the Years Ended May 31, 2025 and 2024

 Consolidated Statements of Stockholders' Deficit for the Years Ended May 31, 2025 and 2024

 Consolidated Statements of Cash Flows for the Years Ended May 31, 2025 and 2024

 Notes to the Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

Stockholders of Laredo Oil, Inc.

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
balance sheets of Laredo Oil, Inc. (the Company) as of May 31, 2025 and 2024, and the related consolidated statements of operations, stockholders'
deficit, and cash flows for each of the years in the two-year period ended May 31, 2025, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of May 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year
period ended May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has yet
to achieve profitable operations, has negative cash flows from operating activities, and is dependent upon future issuances of equity
or other financing to fund ongoing operations, all of which raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matter communicated below is
a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the
audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions
on the critical audit matter or on the accounts or disclosures to which it relates.

 Oil and gas properties

 As discussed in Note 4 to the financial statements,
the Company capitalizes certain oil and gas acquisition and drilling costs in unproved and unevaluated properties.

 Auditing management's evaluation of unproved
and unevaluated properties can require significant judgement given the fact that the Company uses management's estimates on future
development plans, which are difficult to substantiate.

 To evaluate the appropriateness of management's
development plans, we evaluated the key factors and assumptions used to develop the development plans for unproved and unevaluated oil
and gas properties, as well as, management's disclosure in determining that they are reasonable in relation to the financial statements
taken as a whole.

 /s/ M&K CPAS, PLLC

 We have served as the Company's auditor since 2024.

 The Woodlands, TX

 F- 2

 Oil, Inc.

 Balance Sheets

 May
 31,

 2025

 May
 31,

 2024

 ASSETS

 Current
 Assets

 Cash
 and cash equivalents and restricted cash

 $

 277,367

 $

 1,990,189

 Receivables

 -

 8,346

 Prepaid
 expenses and other current assets

 21,156

 19,941

 Total
 Current Assets

 298,523

 2,018,476

 Property
 and Equipment

 Oil
 and gas acquisition and drilling costs

 1,001,209

 610,663

 Property
 and equipment, net

 108,286

 135,499

 Total
 Property and Equipment, net

 1,109,495

 746,162

 Other
 assets

 40,000

 40,000

 TOTAL
 ASSETS

 $

 1,448,018

 $

 2,804,638

 LIABILITIES
 AND STOCKHOLDERS' DEFICIT

 Current
 Liabilities

 Accounts
 payable

 $

 2,158,299

 $

 2,302,971

 Accounts payable – related party

 402,344

 240,005

 Accrued
 payroll liabilities

 3,752,527

 3,165,142

 Accrued
 interest

 656,460

 360,848

 Deferred
 well development costs

 2,799,260

 4,551,577

 Convertible debt contributed for net working interest

 575,000

 -

 Convertible
 debt, net of debt discount

 -

 107,300

 Bridge
 securities, net of debt discount

 352,478

 181,322

 Promissory
 note, net of debt discount

 181,349

 -

 Revolving
 note

 1,060,061

 1,060,061

 Note
 payable – related party

 292,099

 292,099

 Note
 payable – Alleghany, net of debt discount

 Note
 payable, current portion

 61,729

 66,379

 Total
 Current Liabilities

 12,909,540

 12,945,638

 Asset
 retirement obligation

 285,092

 157,394

 Long-term
 note, net of current portion

 825,701

 887,733

 Total
 Noncurrent Liabilities

 1,110,793

 1,045,127

 TOTAL
 LIABILITIES

 14,020,333

 13,990,765

 Commitments
 and Contingencies (Note 14)

 Stockholders'

 Preferred
 stock: $ 0.0001 par value; 10,000,000 shares authorized; none issued and outstanding

 -

 -

 Common
 stock: $ 0.0001 par value; 120,000,000 and 120,000,000 shares authorized; 74,771,476 and 71,993,265 issued and outstanding as of May
 31, 2025 and 2024, respectively

 7,477

 7,199

 Additional
 paid in capital

 13,275,577

 11,530,169

 Subscription
 paid in advance

 -

 Accumulated
 deficit

 ( 25,905,369

)

 ( 22,723,495

)

 Total
 Stockholders' Deficit

 ( 12,572,315

)

 ( 11,186,127

)

 TOTAL
 LIABILITIES AND STOCKHOLDERS' DEFICIT

 $

 1,448,018

 $

 2,804,638

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 Oil, Inc.

 Statements of Operations

 Year
 Ended

 May 31, 2025

 Year
 Ended

 May 31, 2024

 Revenue

 $

 9,423

 $

 36,482

 Gross
 profit (loss)

 9,423

 36,482

 Lease
 Operating Expense

 224,795

 23,677

 General,
 selling and administrative expenses

 1,839,162

 2,897,943

 Consulting
 and professional services

 614,022

 448,534

 Impairment
 expense

 653,874

 56,555

 Total
 Operating Expense

 3,331,853

 3,426,709

 Operating
 loss

 ( 3,322,430

)

 ( 3,390,227

)

 Other
 income/(expense)

 Other
 non-operating income

 629,821

 858,693

 Gain
 on sale of assets

 -

 175,000

 Interest
 expense, net

 ( 489,265

)

 ( 510,765

)

 Net
 loss

 $

)

 $

)

 Net
 loss per share, basic and diluted

 $

 ( 0.04

)

 $

 ( 0.04

)

 Weighted
 average number of basic and diluted common shares outstanding

 73,605,387

 69,263,157

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 Oil, Inc.

 Statement of Stockholders' Deficit

 For
 the Years Ended May 31, 2025 and 2024

 Common
 Stock

 Preferred
 Stock

 Additional
 Paid

 Subscription

 Accumulated

 Total
 Stockholders'

 Shares

 Shares

 In
 Capital

 Paid
 in Advance

 Balance
 at May 31, 2023 (Restated)

 66,220,306

 $
 6,622

 -

 $
 -

 $
 10,064,603

 $
 -

 $
 ( 19,856,196
)

 $
 ( 9,784,971
)

 Share
 based compensation

 -

 -

 -

 -

 1,102,924

 -

 -

 1,102,924

 Issuance
 of shares upon debt conversion

 5,772,959

 -

 -

 362,642

 -

 -

 363,219

 Net
 Loss

 -

 -

 -

 -

 -

 -

)

)

 Balance
 at May 31, 2024

 71,993,265

 $
 7,199

 -

 $
 -

 $
 11,530,169

 $
 -

 $
 ( 22,723,495
)

 $
 ( 11,186,127
)

 Common
 Stock

 Preferred
 Stock

 Additional
 Paid

 Subscription

 Accumulated

 Total
 Stockholders'

 Shares

 Shares

 In
 Capital

 Paid
 in Advance

 Balance
 at May 31, 2024

 71,993,265

 $
 7,199

 -

 $
 -

 $
 11,530,169

 $
 -

 $
 ( 22,723,495
)

 $
 ( 11,186,127
)

 Sale
 of shares

 2,678,211

 -

 -

 1,164,932

 -

 1,215,200

 Issuance
 of common stock in exchange for note payable

 100,000

 -

 -

 49,990

 -

 -

 Gain
 on investment in oil and gas properties – related party

 -

 -

 -

 -

 510,800

 -

 -

 510,800

 Issuance
 of warrants

 -

 -

 -

 -

 19,686

 -

 -

 19,686

 Net
 Loss

 -

 -

 -

 -

 -

 -

)

)

 Balance
 at May 31, 2025

 74,771,476

 $
 7,477

 -

 $
 -

 $
 13,275,577

 $

 $
 ( 25,905,369
)

 $
 ( 12,572,315
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 Oil, Inc.

 Statements of Cash Flows

 Year
 Ended

 Year
 Ended

 May
 31, 2025

 May
 31, 2024

 CASH
 FLOWS FROM OPERATING ACTIVITIES

 Net
 loss

 $

)

 $

)

 Adjustments
 to Reconcile Net Loss to Net Cash Used in Operating Activities:

 Stock
 based compensation expense

 -

 1,102,924

 Amortization
 of debt discount

 83,733

 95,059

 Impairment
 of long-term assets

 653,874

 56,555

 Depreciation

 29,879

 17,929

 Accretion
 expense

 3,674

 -

 Gain
 on sale of assets

 -

 ( 175,000

)

 Changes
 in operating assets and liabilities:

 Receivables

 8,346

 ( 8,346

)

 Receivables
 from related party

 -

 1,779

 Prepaid
 expenses and other current assets

 ( 1,215

)

 6,608

 Accounts
 payable and accrued liabilities

 ( 55,931

)

 ( 7,624

)

 Accrued
 payroll liabilities

 587,385

 902,692

 Accrued
 interest

 222,295

 242,181

 NET
 CASH USED IN OPERATING ACTIVITIES

 ( 1,649,834

)

 ( 632,542

)

 CASH
 FLOWS FROM INVESTING ACTIVITIES

 from sale of assets

 -

 175,000

 Investment
 in property, plant and equipment

 -

 -

 Investment
 in oil and gas field acquisition and drilling costs

 ( 3,174,164

)

 ( 38,152

)

 -

 -

 NET
 CASH USED IN INVESTING ACTIVITIES

 ( 3,174,164

)

 136,848

 CASH
 FLOWS FROM FINANCING ACTIVITIES

 from convertible debt

 -

 515,000

 Repayment
 of convertible debt

 ( 119,706

)

 ( 236,985

)

 from bridge notes

 384,000

 -

 from revolving note

 -

 127,061

 from Promissory note

 200,000

 -

 Repayment
 of bridge notes

 ( 233,136

)

 -

 from prefunded drilling costs

 2,981,500

 2,104,000

 Repayment
 of prefunded drilling costs

 ( 1,250,000

)

 -

 PPP
 loan repayments

 ( 66,682

)

 ( 36,947

)

 from sale of common stock

 1,215,200

 -

 NET
 CASH PROVIDED BY FINANCING ACTIVITIES

 3,111,176

 2,472,129

 Net
 change in cash and cash equivalents and restricted cash

 ( 1,712,822

)

 1,976,435

 Cash
 and cash equivalents at beginning of period

 1,990,189

 13,754

 CASH
 AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD

 $

 277,367

 $

 1,990,189

 SUPPLEMENTAL
 DISCLOSURE OF CASH FLOW INFORMATION

 Cash
 paid for interest expense

 $

 83,002

 $

 78,139

 Cash
 paid for income taxes

 $

 -

 $

 -

 SUPPLEMENTAL
 DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES

 Oil
 and gas acquisition costs in accounts payable

 $

 73,598

 $

 286,054

 Relative fair value of warrants granted with debt

 $

 19,686

 $

 -

 Gain on investment in oil and gas properties – related party

 $

 510,800

 $

 -

 Initial
 asset retirement obligation and related liability

 $

 124,024

 $

 36,322

 Reclassification of contingent liability to convertible debt

 $

 648,317

 $

 -

 Reclassification
 of convertible debt to contingent liability

 $

 -

 $

 648,317

 Issuance of common stock in exchange for note payable

 $

 $

 363,219

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 The
accompanying consolidated financial statements have been prepared by the management of Laredo Oil, Inc. ("the Company").

 The
Company was incorporated under the laws of the State of Delaware on March 31, 2008 under the name of "Laredo Mining, Inc."
As of that date, the Company had 90,000,000 authorized shares of common stock at $ 0.0001 par value and 10,000,000 authorized shares of
preferred stock at $ 0.0001 par value. On October 21, 2009 the name of the Company was changed to "Laredo Oil, Inc." During
May of 2023, the Company's board of directors voted to increase the authorized shares of common stock to 120,000,000 shares at
$ 0.0001 par value, which increase was approved by the holders of a majority of the shares of common stock then outstanding.

 We
are an oil exploration and production company, primarily engaged in acquisition and exploration efforts to find mineral reserves on various
properties. From our inception in March 2008 through October 2009, we were primarily engaged in acquisition and exploration efforts for
mineral properties. Beginning in October 2009, we shifted our focus to locating mature oil fields with the intention of acquiring those
oil fields and recovering stranded oil reserves using proprietary enhanced recovery methods known as underground gravity drainage, or
UGD.

 The
original UGD method uses conventional mining processes to establish a drilling chamber underneath an existing oil field from where closely
spaced wellbores are intended to be drilled directionally up into the reservoir, using residual radial pressure and gravity to then drain
the targeted reservoir through the wellbores. As experience was gained through practical application of the processes involved in oil
recovery, variants of the UGD concept have been developed and evaluated. The UGD method is applicable to mature oil fields that have
very specific geological characteristics. The Company has done extensive research and has identified oil fields within the United States
and globally that it believes are qualified for UGD recovery methods. The Company primary business and focus is to pursue and recover
stranded oil from selected mature fields chosen from this group as funds become available.

 We
believe the costs of implementing the UGD method are radically lower than those presently experienced by commonly used EOR methods. We
also estimate that we can materially increase the field oil production rate from prior periods and recover amounts of oil equal to or
greater than amounts previously recovered from the mature fields selected. The Company intends to seek oil fields with a minimum of 25
million barrels of estimated recoverable oil.

 When
the Company acquires a targeted oil field, we will continue to operate the producing field and expect to generate revenue and profit
from doing so. Once the development of the underground chamber and the UGD method is prepared for operation, the conventional wells will
be capped and UGD production begun. The effect of such operations should result in minimal disruption of oil production from our field
investments.

 On
June 14, 2011, we entered into several exclusive licensing and management agreements with Stranded Oil Resources Corporation, or SORC,
a wholly owned subsidiary of Alleghany Corporation, or Alleghany. to manage the acquisition and operation of mature oil fields in Kansas,
Wyoming and Louisiana, focused on the recovery of "stranded" oil from those mature fields primarily using UGD. We performed
those services in exchange for a carried interest in SORC, a quarterly management fee and reimbursement from SORC of our employee-related
expenses. Such fees and reimbursements were effectively all of our revenues prior to our acquisition of SORC via the closing of the Securities
Purchase Agreement with Alleghany described below.

 On
December 31, 2020, we entered into a Securities Purchase Agreement with Alleghany. Under that agreement, we purchased all of the issued
and outstanding shares of SORC. As consideration for the SORC shares, we paid Alleghany $72,678 in cash and agreed to pay Alleghany a
seven-year royalty of 5.0% of our future revenues and net profits from our oil, gas, gas liquids and all other hydrocarbon operations,
subject to certain adjustments. Currently, SORC is a wholly owned subsidiary of Laredo and is not conducting any ongoing operations.

 Prior
to purchasing the shares of SORC, while implementing underground gravity drainage, or UGD, projects for Allegheny, we gained specialized
know-how and operational experience in evaluating, acquiring, operating and developing oil and gas properties, as well as expertise in
designing, drilling and producing conventional oil wells. Based upon that know-how, we identified and acquired 45,246 gross acres, and
37,932 net acres, of mineral property interests in the State of Montana in the Lustre and Midfork fields and the West Fork area. To develop
our acquired mineral property acreage, we established relationships with several organization and investment groups, including the following
entities: (1) Olfert 11-4 Holdings, LLC, (2) Texakoma Exploration and Production, LLC, or Texakoma, (3) Erehwon Oil & Gas, LLC, or
Erehwon, (4) an independent investor group in its subsidiary, Hell Creek Crude LLC, or HCC, and (5) raised monies from accredited investors
in its subsidiary, West Fork Resources, LLC, or WFR. As of May 31, 2025, five wells have been drilled in the Lustre and Midfork fields.
None have been economically successful due primarily to encountering excess water. Exploratory drilling in the project located in the
West Fork area with WFR is ongoing. We are continually attempting to raise additional funds to develop our other mineral property interests
we have purchased in the area. Our ability to secure additional funding will determine whether we can achieve any future production for
the acreage, and if we can secure such financing, the pace of field development.

 We
also have a 50% interest in the Cat Creek oil field, located west of our mineral rights described above.

 F- 7

 NOTE
2 – GOING CONCERN

 These
consolidated financial statements have been prepared on a going concern basis. The Company has routinely incurred losses since inception,
resulting in an accumulated deficit, and historically was dependent on one customer for its revenue. There is no assurance that in the
future any financing will be available to meet the Company's needs. This situation raises substantial doubt about the Company's
ability to continue as a going concern within one year of the issuance date of these consolidated financial statements.

 The
Company's management has undertaken steps as part of a plan to improve operations with the goal of sustaining operations for the
next twelve months and beyond. These steps include an ongoing effort to (a) controlling overhead and expenses; (b) raising funds connected
with specific well development; and (c) raising funds through notes payable and convertible debt to expand and fund property acquisitions
exploration and development as well as maintaining operations. The Company has worked to attract and retain key personnel with significant
experience in the industry. At the same time, to control costs, the Company has required several of its personnel to multi-task and cover
a wider range of responsibilities to manage the Company's headcount. There can be no assurance that the Company can successfully
accomplish these steps and it is uncertain that the Company will achieve a profitable level of operations and obtain additional financing.
There can be no assurance that any additional financing will be available to the Company on satisfactory terms and conditions, if at
all.

 The
accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company
to continue as a going concern.

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Use
of Estimates - Management uses estimates and assumptions in preparing these consolidated financial statements in accordance
with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

 Principles
of Consolidation - The accompanying consolidated financial statements include the accounts of Laredo Oil and its subsidiaries
after elimination of intercompany balances and transactions.

 Basic
and Diluted Loss per Share - Basic and diluted earnings/(loss) per share is computed by dividing net income/(loss) available to common
stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings/(loss) per share gives effect
to all dilutive potential common shares outstanding during the period. Dilutive earnings/(loss) per share excludes all potential common
shares if their effect is anti-dilutive. As the Company realized a net loss for the years ended May 31, 2025 and 2024, it did not include
potentially dilutive securities in the calculation of diluted loss per share as their impact would have been anti-dilutive. Diluted earnings/(loss)
per share is computed by dividing the net income (loss) by the weighted-average number of common and dilutive common equivalent shares
outstanding during the period.

 Equity
Method Investment - Investments classified as equity method consist of investments in companies in which the Company can
exercise significant influence but not control. Under the equity method of accounting, the investment is initially
recorded at cost, then the Company's proportional share of investee's underlying net income or loss is recorded as a component
of "other income" with a corresponding increase or decrease to the carrying value of the investment. Distributions received
from the investee reduce the Company's carrying value of the investment. These investments are evaluated for impairment if
events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable.

 Revenue
recognition - The Company recognized revenue in accordance with ASC 606, Revenue from Contracts with Customers. Crude oil revenue
is recognized when we have transferred control of crude oil production to the purchaser. We consider the transfer of control to have
occurred when the purchaser has the ability to direct the use of, and obtain substantially all of the remaining benefits from the crude
oil production. We record revenues based on an estimate of the volumes delivered at estimated prices as determined by the applicable
sales agreement. We estimate our sales volumes based on company-measured volume readings. We then adjust our crude oil sales in subsequent
periods based on the data received from our purchasers that reflects actual volumes delivered and prices received. We receive payment
for sales one to two months after actual delivery has occurred. The differences in sales estimates and actual sales are recorded one
to two months later. Where the Company is not the operator, revenue from oil and gas production is recognized based on sales date as
reported to the Company by the operators of oil production facilities in which the company has an interest.

 Cash
and cash equivalents and restricted cash - All highly liquid investments with a maturity of three months or less are considered to
be cash equivalents. There were no cash equivalents as of May 31, 2025 and 2024. At times, the Company maintains cash balances deposited
at its financial institution that exceed FDIC insured limits.

 F- 8

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

 Laredo entered a Participation Agreement in exchange
for funding for well development costs. The contract requires that participants pay Hell Creek Crude LLC the contract price upon execution
of the agreement. The participants participate prorata in the ownership of the net working interest in any wells drilled. The funds
received in advance of the drilling of a well from a working interest participant are held for the expressed purpose of drilling,
completing and equipping a well. Laredo classifies these funds prior to commencement of well development as restricted cash based
on guidance codified as under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
230-10-50-8. When payments are made from these funds, they are recorded as Oil and Gas Acquisition Costs.

 Also included in Restricted cash is $186,115 of investments
from accredited investors in our wholly-owned subsidiary West Fork Resources, LLC ("West Fork") which was formed to develop
and find oil reserves in portions of our over 30,000 acres of mineral rights located north of the Fort Peck Reservation at the western
edge of the Williston Basin. The Company is in the process of raising $7.5 million to drill three exploratory wells by selling units
of West Fork. Due to the length of time experienced raising the funds, investors withdrew $1.1 million from the project receiving a refund
invested amounts. The remaining invested funds of $1 million have been used to initiate the West Fork well development project.
When payments are made from these funds, they are recorded as Oil and Gas Acquisition Costs.

 The following
table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet that
sum to the total of the same amounts shown in the statement of cash flows.

 Schedule of Cash, Cash Equivalent and Restricted Cash

 May 31, 2025

 May 31, 2024

 Cash and cash equivalents

 $
 83,294

 $
 127,126

 Restricted cash

 194,073

 1,863,063

 Total

 $
 277,367

 $
 1,990,189

 Prepaid
expenses and other current assets - Prepaid expenses and other current assets are primarily comprised of prepaid legal fees which
are recorded as expense upon work performance and prepaid directors' and officers' insurance which is recorded and amortized
to expense over the 12-month contract life.

 Oil
and gas acquisition and drilling costs - Oil and gas acquisition and drilling costs include expenditures representing investments
in unproved and unevaluated properties and include non-producing leasehold, leasehold or drilling interest costs, and costs to drill
one exploratory well. Exploratory drilling costs are deferred until the outcome of the well is known. If an exploratory well finds proved
reserves, the deferred costs are transferred to the company's Wells and Related Equipment and Facilities accounts. Costs are reviewed
annually to determine if impairment has occurred. As a result of the uncertainty surrounding successful well completion and the availability
of future funding to develop our acquired mineral rights, we are not providing disclosures until we have proved reserves requiring such
disclosures. In conjunction with the Texakoma agreement, three wells have been drilled but are unevaluated pending successful and economical
disposal of water encroachment encountered. As they currently are not producing economical volumes of crude oil and in the absence of
a reserve report identifying proved reserves, the Company has impaired those investments as of May 31, 2024. Similarly, the Midfork Well
has not produced economical volumes and has been shut-in prior to May 31, 2025. Under the Participation Agreement, the Midfork oil and
gas acquisition and drilling costs incurred have been offset against the deferred well development costs. In the year ending May 31, 2025, an impairment totaling $653,874 has been
recorded primarily in connection with costs associated with the Midfork Well. The remaining intangible and
tangible drilling costs primarily relate to the expenditures in West Fork. Unevaluated properties lease and bonus costs are capitalized
while landman and legal cost of acquiring properties are expensed as incurred.

 Subsequent
to the impairment, the Company has recorded oil and gas acquisition and drilling costs totaling $ 1,001,209 and $ 610,663 as of
May 31, 2025 and 2024, respectively.

 Schedule of Oil and Gas acquisition and drilling costs

 2025

 2024

 Intangible and tangible drilling
 costs

 $
 762,404

 $
 382,259

 Lease acquisition costs

 238,805

 228,404

 Oil and gas acquisition
 and drilling costs

 $
 1,001,209

 $
 610,663

 F- 9

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

 Property
and equipment - The carrying value of the Company's property and equipment represents the cost incurred to acquire the property
and equipment, net of any impairments. For business combinations, property and equipment cost is based on the fair values at the acquisition
date. Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed
using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of five to seven years are
used for vehicles and machinery. Realization of the carrying value of property and equipment is reviewed for possible impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets are determined to be impaired if
a forecast of undiscounted estimated future net operating cash flows directly related to the asset, including disposal value, if any,
is less than the carrying amount of the asset. If any asset is determined to be impaired, the loss is measured as the amount by which
the carrying amount of the asset exceeds its fair value. Repairs and maintenance costs are expensed in the period incurred. During fiscal
year 2024, the Company disposed drilling equipment for $175,000 which had been previously impaired to $0. There were no similar asset
disposals during fiscal year 2025.

 The
depreciation recorded for the year ended May 31, 2025 and 2024 was $ 29,879 and $ 17,929.

 Schedule of Property and equipment, net

 2025

 2024

 Vehicles and equipment

 $
 193,766

 $
 193,766

 Less: Accumulated depreciation

 85,480

 58,267

 Property and equipment, net

 $
 108,286

 $
 135,499

 Asset
retirement obligations - The Company records a liability for Asset Retirement Obligations ("AROs") associated with its
oil and gas wells when the legal obligation arises. The corresponding cost is capitalized as an asset and included in the carrying amount
of oil and gas properties and is depleted over the useful life of the properties. Subsequently, the ARO liability is accreted to its
then-present value.

 Inherent
in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors,
credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments.
To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is
made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss
upon settlement.

 Debt
issue costs - Costs incurred in connection with the issuance of long-term debt are presented as a direct deduction from the carrying
value of the related debt and amortized over the term of the related debt.

 Fair
value of financial instruments - Fair value is defined as the amount that would be received from the sale of an asset or paid for
the transfer of a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are
classified and disclosed in one of the following categories:

 Level
 1 – Unadjusted quoted prices in active markets for identical assets and liabilities in active markets and have the highest
 priority.

 Level
 2 – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly
 or indirectly.

 Level
 3 – Unobservable inputs for the financial asset or liability and have the lowest priority.

 The
carrying value of cash, accounts receivable, other current assets, accounts payable, accrued liabilities, as reflected in the consolidated
balance sheets, approximate fair value, due to the short-term maturity of these instruments. The carrying value of notes payable approximates
their fair value due to immaterial changes in market interest rates and the Company's credit risk since issuance of the instruments
or due to their short-term nature.

 Share
based compensation - FASB ASC 718, Compensation - Stock Compensation prescribes accounting and reporting standards for all
stock-based payment awards to employees, including employee stock options, restricted stock, employee stock purchase plans and stock
appreciation rights. Stock-based payment awards may be classified as either equity or liabilities. The Company should determine if a
present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash
or other assets exists if: ( a) the option to settle by issuing equity instruments lacks commercial substance or ( b) the
present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction
should be recognized as a liability; otherwise, the transaction should be recognized as equity.

 F- 10

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

 The
Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50,
 Equity - Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees shall be based on
the fair value of whichever is more reliably measurable: ( a) the goods or services received; or ( b) the equity instruments
issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance
completion date.

 Income
taxes - The Company accounts for income taxes by the asset and liability method in accordance with FASB ASC 740, Income Taxes.
 Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Deferred income
tax assets and liabilities are recognized in the current year for temporary differences between the tax and accounting bases of assets
and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes that are likely
to be realized. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it
is more likely than not that some portion of the deferred tax asset will not be realized.

 In
addition, the Company utilizes the two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken
in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the
tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to
measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes
interest and penalties accrued on unrecognized tax benefits within general and administrative expense. To the extent that accrued interest
and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction in general and administrative
expenses in the period that such determination is made.

 Reclassifications
 - Certain amounts previously presented for prior periods have been reclassified to conform to the current presentation. The reclassifications
had no effect on net loss, working capital or equity previously reported.

 Recently
issued accounting pronouncements - The Company has implemented all new accounting pronouncements that are in effect.

 On November 27,
2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This
amendment expands a public entity's segment disclosures by requiring disclosure of significant segment expenses that
are regularly provided to the chief operating decision maker, clarifying when an entity may report one or more additional measures to
assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with
a single reportable segment, and requiring other new disclosures. The amendments became effective for fiscal years beginning after
December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and is effective for Laredo for fiscal year
ending May 31, 2025. As this ASU only requires additional disclosures about the Company's operating segments, there was no material impact
to the consolidated financial statements.

 The Company does not believe that there are any
other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 NOTE
4 – ACCOUNTING FOR ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS

 The
Company accounts for its asset retirement obligations in accordance with Accounting for Asset Retirement and Environmental
Obligations. This requires that legal obligations associated with the retirement of long-lived assets be recognized at fair
value when incurred and capitalized as part of the related long-lived asset. Over time, the liability is accreted to its present
value each period, and the capitalized asset is depreciated over the useful life of the long-lived asset.

 In
the absence of quoted market prices, the Company estimates the fair value of our asset retirement obligations using present value
techniques, in which estimates of future cash flows associated with retirement activities are discounted using a credit-adjusted
risk-free rate. The Company's estimated liability could change significantly if actual costs vary from assumptions or if governmental
regulations change significantly.

 As
of May 31, 2024 the Company's asset retirement obligations were recorded in connection with the Olfert 11-4 well as well as the
working interest in the Texacoma wells. The Company established an additional asset retirement obligation in July 2024, when
it commenced drilling the Reddig well in the Hell Creek Crude oil field. At that time, the initial asset retirement obligation asset
and related liability were recorded at the net present value totaling $88,883 utilizing the Company's cash flow estimate based
on the assumption a 25-year expected life of the well discounted using a credit-adjusted risk-free interest rate of 4%. When the Reddig
well was shut-in, the Company revalued the estimated asset retirement obligation. The revalued asset retirement obligation asset totaling
$121,358, net of depreciation was written off to impairment expense. The revised asset retirement was calculated utilizing the Company's
updated cash flow estimate assumption of a 2-year expected life of the well, inflation rate of 2.7%, discounted using a credit-adjusted
risk-free interest rate of 4%.

 The
asset retirement obligation for all wells totaled $285,092 and $157,394 as of May 31, 2025 and 2024, respectively.

 Schedule
of Asset Retirement Obligation

 May 31, 2025

 May 31, 2024

 Olfert 11-4 well

 114,896

 114,896

 Reddig 11-21 well

 127,698

 -

 Texakoma wells (15% net working interest)

 42,498

 42,498

 Total

 $
 285,092

 $
 157,394

 NOTE
5 – PAYROLL LIABILITIES

 The
Company has accrued payroll liabilities to record amounts owed under employee contracts but not paid when due. The Company has been cash
constrained for most of its existence and has asked key officers to defer portions of salary until Company cash flows improve or there
is a liquidity event. Cash amounts paid are subtracted from contractual obligations and the remaining amounts due are recorded as payroll
liabilities. Both the Company's CEO and CFO have agreed to defer salaries owed under their contracts and are recorded as payroll
liabilities.

 F- 11

 NOTE
6 – DEFERRED WELL DEVELOPMENT COSTS

 The
Company records investor investments in individual oil wells as a liability totaling $2,799,260 and $4,551,577 as of May 31, 2025 and
2024, respectively. Several agreements involving net working interests stipulate that a high percentage of oil revenue is distributed
to investors until the original investment is recovered. As well related cash is distributed to investors, the liability balance declines
proportionally until the original investment is recovered. Thereafter, most contracts specify that the distribution ratio reverts to
a 50/50 split. The balance recorded as of May 31, 2025 shows $1,799,260 invested in the Olfert 11-4 well. The Reddig well commenced production
during fiscal 2025. Due to uneconomical production, the well was shut in prior to May 31, 2025. As the operator under the participation
agreement, the $2,835,500 investment received from investors for the Reddig 11-21 well is offset with related oil and gas assets. In
connection with the Reddig well shut in, $648,317 has been reclassified from deferred well development costs to convertible debt contributed
for net working interest and the related accrued interest. Both Olfert 11-4 and Reddig 11-21 are located in Valley County, Montana.

 The
Company has recorded $2,250,000 advanced by accredited investors to West Fork as a Deposit for Well Development. Prior to May 31, 2025,
certain West Fork investors requested funds to be refunded and were repaid $1,250,000 since the project had not yet been funded in its
entirety.

 NOTE
7 – FAIR VALUE MEASUREMENTS

 Fair
Value of Financial Instruments

 The
carrying values of cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and accrued current liabilities
approximate their fair values due to the short-term nature of the instruments.

 Assets
and Liabilities Measured at Fair Value on a Nonrecurring Basis

 The
estimated fair value of oil and gas properties and the asset retirement obligation incurred in the drilling of oil and gas wells or assumed
in the acquisitions of additional oil and gas working interests are based on an estimated discount cash flow model and market assumptions.
The significant Level 3 assumptions used in the calculation of estimated discounted cash flow model include future commodity prices,
projections of estimated quantities of oil and gas reserves, expectations for timing and amount of future development, operating and
asset retirement costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates. See Note
3 for additional information regarding oil and gas property acquisitions.

estimates the fair value of asset retirement obligations based on the projected discounted future cash outflows required to settle abandonment
and restoration liabilities. Such an estimate requires assumptions and judgments regarding the existence of liabilities, the amount and
timing of cash outflows required to settle the liability, what constitutes adequate restoration, inflation factors, credit adjusted discount
rates, and consideration of changes in legal, regulatory, environmental and political environments. Abandonment and restoration cost
estimates are determined in conjunction with Laredo's reserve engineers based on historical information regarding costs incurred
to abandon and restore similar well sites, information regarding current market conditions and costs, and knowledge of subject well sites
and properties. Asset retirement obligation fair value measurements in the current period were Level 3 fair value measurements. As further
described in Note 4, the Company recognizes the fair value of a liability for an asset retirement obligation in the period in which it
is incurred if a reasonable estimate of fair value can be made. Asset retirement obligations are not measured at fair value subsequent
to initial recognition.

 NOTE
8 – EARNINGS/(LOSS) PER SHARE

 Basic
and diluted earnings/(loss) per share is computed by dividing net income/(loss) available to common shareholders by the weighted average
number of common shares outstanding during the period. Diluted earnings/(loss) per share gives effect to all dilutive potential common
shares outstanding during the period. Dilutive earnings/(loss) per share excludes all potential common shares if their effect is anti-dilutive.
For the years ended May 31, 2025 and 2024, respectively, options to purchase 20,000,000 and 21,100,000 shares of common stock, zero and
 312,109 shares underlying convertible debt outstanding, and 1,460,870 and 1,260,870 warrants to purchase shares of common stock were
not included in the computation of diluted earnings/(loss) per share because they were anti-dilutive.

 Schedule of Basic and diluted earnings/(loss) per share

 For the Year Ended

 2025

 2024

 Numerator - net loss attributable to common stockholders

 $

)

 $
)

 Denominator - weighted average number of common shares outstanding

 73,605,387

 69,263,157

 Basic and diluted loss per common share

 $
 ( 0.04
)

 $
 ( 0.04
)

 F- 12

 NOTE
9 – RELATED PARTY TRANSACTIONS

 Transactions
between related parties are considered to be related party transactions even though they may not be given accounting recognition. FASB
ASC 850, Related Party Disclosures ("FASB ASC 850") requires that transactions with related parties that would make
a difference in decision making shall be disclosed so that users of the consolidated financial statements can evaluate their significance.
Related party transactions typically occur within the context of the following relationships:

 Affiliates
 of the entity;

 Entities
 for which investments in their equity securities is typically accounted for under the equity method by the investing entity;

 Trusts
 for the benefit of employees;

 Principal
 owners of the entity and members of their immediate families;

 Management
 of the entity and members of their immediate families.

 Other
 parties that can significantly influence the management or operating policies of the transacting parties and can significantly influence
 the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 On
November 27, 2023, the Company entered into an Amended and Restated Demand Promissory Note, (the "Demand Note"), and an Amended
and Restated Membership Interest Pledge Agreement, (the "Lustre Pledge Agreement") with the Company's Chief Financial
Officer. Under the Demand Note, the Company promises to pay on demand the principal sum of all disbursements made to the Company up to
$400,000 plus interest accrued at an annual rate of 10%. As of May 31, 2025, the aggregate amount of advances, excluding accrued interest,
was $292,099. The Demand Note is secured by all of the Company's interests in Lustre, pursuant to the terms of the Lustre Pledge
Agreement.

 As
disclosed in Note 10, in May 2023 the Company received funds pursuant to a Stock Purchase Agreement with Mr. Adamo, an accredited investor
to purchase 6,062,886 restricted shares of the Company's common stock at a purchase price of $0.0441 per share, totaling $267,320.
As a result of this investment, he holds greater than 5% of the Company's outstanding shares. Prior to becoming a shareholder,
in November 2022, Mr. Adamo also invested $100,000 pursuant to the Secured Convertible Debt under the terms as disclosed in Note 12 and
is an investor in the Reddig 11-21 well. Including his original investment and capital calls, Mr. Adamo has invested $510,800 into the
Reddig 11-21 well.

 As
of May 31, 2025, Mr. Robert Adamo, owns approximately 6.7 million shares of Laredo Oil, Inc. common stock comprised of the 6.0 million
shares purchase in May 2023 as well as 600,000 shares previously purchased and holds greater than 5% of the Company's outstanding
shares. On July 22, 2024 he advanced $50,000 to Lustre which is recorded in accounts payable as of May 31, 2025. The advance transaction
is undocumented, but the funds were to ensure that Lustre had monies available to secure a SWD well to support drilling activity in the
Lustre oil field. The repayment terms are subject to negotiation. Mr. Adamo agreed to using $10,000 of the advance to fund a portion
of the Cranston SWD purchase. The remaining funds have been used to satisfy general corporate purposes as of May 31, 2025.

 In
addition, B&B Oil LLC, for which Mr Adamo is a principal owner, reimbursed Hell Creek Crude LLC $71,680.88 for a sonic log which
only benefits B&B Oil and their 3D seismic studies. HCC acquired the information while purchasing seismic data for the Midfork field.

 Accounts
payables contain $162,500 for each of our two outside board members who have not been receiving current board stipends. In addition,
as of May 31, 2025 Laredo has recorded accounts payable to the CFO, CEO and Cat Creek Holdings for expense reports totaling $5,063, $7,375,
and $14,906, respectively.

 F- 13

 NOTE
10 – STOCKHOLDERS' DEFICIT

 Share
Based Compensation

 There
were no option grants in fiscal year 2025. Option grants totaling 1,100,000 shares issued under the Laredo Oil, Inc. 2011 Equity Incentive
Plan expired and were cancelled, leaving 20,000,000 shares underlying option grants as of May 31, 2025 at a weighted average exercise
price of $0.061 per share.

 In
fiscal year 2024, the Company made two option grants to the Chief Executive Officer. One grant for the purchase of 1,000,000 shares of
Company's common stock at a price of $0.066 per share was made on December 13, 2023 and the second option grant for the purchase
of 3,925,000 shares of Company's common stock at a price of $0.06 per share was made on November 27, 2023. The options vested completely
at time of grant.

 The
Company made grants of options for the purchase of 15,075,000 shares of the Company's common stock, at a price of $0.06 per share,
during the first quarter of fiscal year 2024. The grants were issued under the Laredo Oil, Inc. 2023 Equity Incentive Plan, which became
effective with the filing of a Registration Statement on Form S-8 on June 14, 2023. Except for an option to purchase 1,100,000 shares
of common stock, at a price of $0.38 per share, the 4,825,000 options previously granted under the Laredo Oil, Inc. 2011 Equity Incentive
Plan were terminated and replaced by grants under the new incentive plan.

 Options
to purchase 650,000 shares of common stock at a price of $0.19 per share were granted during the first quarter of fiscal year 2023. The
options vested immediately and expire on June 2, 2032. Option grants for the purchase of 1,600,000 shares of common stock at a price
of $0.074 per share were made during the first quarter of fiscal year 2022. The options vest monthly over three years beginning August
1, 2021 and expire on August 1, 2031. These options were canceled on June 29, 2023.

 The
Black-Scholes option pricing model is used to estimate the fair value of options granted under our stock incentive plan.

 The
fair value of the stock option grants, as of the respective grant date, during the year ending May 31, 2024 amounted to approximately
$1,006,156. No options were granted during the year ending May 31, 2025. The weighted average assumptions used in calculating these values
were based on the following:

 Schedule
of Fair Value Assumptions

 2024

 Risk-free interest rate

 3.99 %

 Expected dividend yield

 0 %

 Expected volatility

 281.3 %

 Expected life of options

 5.0 years

 The
risk-free interest rate is based upon the U.S. Treasury interest rate in effect at the time of grant for a bond with a similar term.
The Company does not anticipate declaring dividends in the foreseeable future. Volatility is estimated based on the historical share
prices over the same period as the expected life of the stock options. The Company uses the simplified method for determining the expected
term of its stock options.

 The
Company recorded share-based compensation for stock option grants totaling $0 and $1,006,156 in general, selling and administrative expense
during the year ended May 31, 2025 and 2024, respectively.

 Stock
Options

 As
of May 31, 2025 and 2024, there were no unvested and unrecognized shares.

 The
following table summarizes information about options granted during the years ended May 31, 2025 and 2024:

 Schedule of Stock Option Granted

 Number of Shares

 Weighted Average
 Exercise Price

 Balance, May 31, 2023

 5,925,000

 $
 0.16

 Options granted and assumed

 20,000,000

 0.06

 Options expired

 -

 -

 Options cancelled, forfeited

 ( 4,825,000
)

 0.16

 Options exercised

 -

 -

 Balance, May 31, 2024

 21,100,000

 $
 0.08

 Options granted and assumed

 -

 -

 Options expired

 ( 1,100,000
)

 0.38

 Options cancelled, forfeited

 -

 -

 Options exercised

 -

 -

 Balance, May 31, 2025

 20,000,000

 $
 0.06

 F- 14

 NOTE
10 – STOCKHOLDERS' DEFICIT - continued

 All
stock options are exercisable upon vesting. As of May 31, 2025 and 2024, respectively there were 20,000,000 and 21,100,000 vested options
outstanding at a weighted average exercise price of $0.06 and $0.08, respectively.

 Restricted
Stock

fiscal year 2025, the Company sold 2,894,490 shares of common stock to accredited investors at an average price of $0.437 per share for
gross proceeds of $1,265,200. As of May 31, 2025, proceeds totaling $50,000 were recorded as stock payable as the 116,279 related shares
of common stock have not been issued. There were no finder's fees related to the sales of the shares. The Shares have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold
in the United States absent registration or an applicable exemption from registration requirements under the Securities Act.

 Warrants

 Warrants
to purchase 200,000 shares of common stock at a strike price of $0.43 per share were issued with the placement of a $200,000 short-term
demand note bearing interest at 12% per annum. The grant date fair value of the stock warrants during the year ending May 31, 2025 totaled
$21,835. The Black-Scholes option pricing model is used to estimate the fair value of warrants granted. The weighted average assumptions
used in calculating the estimated fair value included a 4.0% risk free interest rate, a 0% expected dividend yield, a 95.6% expected
volatility and a 2 year expected life. See Note 13.

fiscal year ending May 31, 2024, the Company issued 1,000,000 warrants to purchase common stock at a strike price of $0.06 per share
and 260,870 warrants to purchase common stock at a strike price of $0.23 per share. The grant date fair value of the stock warrants
during the year ending May 31, 2024 totaled $96,768. The Black-Scholes option pricing model is used to estimate the fair value of warrants
granted. The weighted average assumptions used in calculating these values included a 3.98% risk free interest rate, a 0% expected dividend
yield, a 278.1% expected volatility and a 5 year expected life.

 NOTE
11 – NET PROFITS INTEREST AGREEMENT

 In
January 2022, the Company and Lustre executed the NPI Agreement with Erehwon and Olfert Holdings, to be effective as of November 24,
2021. The NPI Agreement was executed for the purpose of funding the Olfert Well under the Erehwon APA. The NPI Agreement grants Olfert
Holdings an "Applicable Percentage" of available funds from the Olfert Well in exchange for Olfert Holdings funding development
of the Olfert Well. The "Applicable Percentage" is defined in the NPI Agreement as 90% prior to Payout and 50% after Payout,
with "Payout" being defined as the point in time when the aggregate of all Net Profits Interest payments made to Olfert Holdings
under the NPI Agreement equals 105% of the well development costs. In January 2022, the Company entered into an Amended and Restated
Limited Liability Company Operating Agreement of Olfert Holdings, dated to be effective as of November 2021 (the "Olfert Holdings
Operating Agreement"). Pursuant to the Olfert Holdings Operating Agreement, the Company agreed to make a $500,000 capital contribution,
out of a total of $1,500,000 to be raised by Olfert Holdings. During fiscal year ending May 31, 2022, the Company received advance payments
totaling $1.0 million from four investors, through Lustre, pursuant to the NPI Agreement. The Company was credited with $59,935 of well
development costs as part of its capital contribution under the Olfert Holding Operating Agreement. In May 2022, a vendor made an in-kind
capital contribution of $83,822 to Olfert Holdings in the form of services rendered. In June 2022, the Company's Chief Financial
Officer invested $356,243 in Olfert Holdings pursuant to the NPI Agreement. These three contributions fulfilled the Company's initial
capital contribution commitment under the Olfert Holdings Operating Agreement. During fiscal year ending May 31, 2023, the Company, as
Manager of Olfert Holdings, issued a capital call to the investors in Olfert Holdings for payment of an additional $461,440 to cover
expenses that Lustre is obligated to pay pursuant to the NPI Agreement. As of May 31, 2024, the investors had paid $358,747 of that capital
call. As of May 31, 2024, Lustre had incurred approximately $3,300,000 related to the development of the Olfert Well. The Olfert
Well has exceeded its original budget, and there are certain construction costs that have not been satisfied. To pay the amounts owed,
the Company issued another capital call to the investors in Olfert Holdings to pay an additional $1.7 million. The investors do not have
an obligation to make further investments, and Olfert Holdings did not raise the requested additional amount from that capital call.
Subsequently, several unpaid contractors have attached mechanic liens on the Olfert Well. Four creditors have filed a lawsuit for payment
against Lustre, the operator of the Olfert Well in Montana. The Company believes that the Olfert Well is still economically viable, and
it intends to attempt to raise sufficient additional capital for Olfert Holdings, complete the Olfert Well, and pay all amounts owed
to contractors.

 In
connection with the NPI Agreement, the Company was credited with a contribution totaling $59,935 of well development costs under an agreement
with Olfert Holdings. The initial investment in Olfert Holdings recorded by the Company was $19,435. The difference between the $59,935
contribution recorded by Olfert Holdings and the $19,435 investment recorded by the Company is due to the Company's investment
being recorded at the carrying value of the assets contributed by the Company. In connection with the August 2022 capital call, the Company
contributed an additional $18,438 to Olfert Holdings resulting in a 4.2% interest as of May 31, 2024. As the operator of Olfert Holdings,
the Company exercises significant influence; however, pending adequate funding further development of the well has been suspended.

 In
conjunction with our annual fiscal year 2023 financial audit, we took an accounting impairment charge to reduce the asset value of the
Olfert #11-4 well to salvage value, if any. Although we still are working to put the well into production, the well was shut-in in September
2022. Although the Company has access to a proximate salt-water disposal well, additional funding is necessary to complete the required
work. Although the asset carrying value has been reduced, we will continue to investigate options to complete the well and bring it into
production.

 F- 15

 NOTE
12 – NOTES PAYABLE

 Secured Convertible Debt Contributed as Consideration
for Participation Agreement

 The Company entered into a Note Purchase Agreement
dated September 23, 2022 (the "Note Purchase Agreement"), for the issuance of secured convertible promissory notes in the
aggregate principal amount of up to $7,500,000. The promissory notes accrued interest on the outstanding principal sum at the rate of
12.0% per annum, payable quarterly starting September 30, 2023, and were convertible into the Company's common stock at a conversion
price of $1.00 per share. The notes issued under the Note Purchase Agreement have a maturity date of September 30, 2025. Effective January
19, 2024, $575,000 of notes and accrued interest were outstanding and were contributed as part of a Participation Agreement funding the
Reddig 11-21 oil well located in the Midfork field in Valley County, Montana. The notes were exchanged for a net working interest in the
well, with the caveat that they would be deemed to be reinstated in full in the event the well was completed as a dry hole. In early 2025,
the well was completed, became operational, and produced limited amounts of oil. Although the well was not a dry hole, it was uneconomical
to operate and was shut in at the end of May 2025. Until final disposition of the well and notes is determined, the Company is reclassifying
the notes and accrued interest as debt and accrued interest on the May 31, 2025 Consolidated Balance Sheet.

 Convertible
Debt Repaid or Converted to Common Stock as of May 31, 2025

 On December 29, 2023, the Company entered into
a Securities Purchase Agreements with an accredited investor, pursuant to which the Company issued a convertible promissory note in the
principal amount of $ 60,500, receiving $ 50,000 in net cash proceeds. The convertible promissory notes had an original issue discount
of $ 5,500. An additional $ 5,000 of debt issue costs were deducted from the gross proceeds to the Company. The total of $10,500 recorded
by the Company as debt discount is being amortized using the effective interest method through the maturity dates of the convertible
promissory note. The convertible note is due one year from the date of issuance, accrues interest at 8% per annum (22% upon the occurrence
of an event of default) and is convertible after 180 days into shares of the Company's common stock at a discount of 25% to the
average of the three lowest bid prices during the 15 trading days immediately preceding the conversion. On July 1, 2024, the Company
repaid the note. The repayment totaled $69,190, comprised of $60,500 in principal and $8,690 in related accrued interest and prepayment
penalty interest. The Company amortized the related deferred debt discount and debt issue costs resulting in interest expense totaling
$4,311 and $6,189 for the years ending May 31, 2025 and 2024, respectively.

 On
November 27, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company
issued a convertible promissory note in the principal amount of $ 66,000, receiving $ 55,000 in net cash proceeds. The convertible
promissory note had an original issue discount of $ 6,000. Further, $ 5,000 debt issue costs were deducted from the gross proceeds.
The total of $11,000 recorded as debt discount is being amortized using the effective interest method through the maturity dates
of the convertible promissory note. The convertible note is due in one year from the date of issuance, accrues interest at 8% per annum
(22% upon the occurrence of an event of default) and is convertible after 180 days into shares of the Company's common stock at
a discount of 25% of the average of the three lowest closing bid prices during the 15 trading days immediately preceding the conversion.
On May 28, 2024 and May 30, 2024, the note was converted into 174,675 shares of the Company's common stock at an average price
of $0.393 per share in full satisfaction of the note. No gain or loss was recognized from the transaction.

 On
September 6, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company
issued a convertible promissory note in the principal amount of $ 71,225, receiving $ 60,000 in net cash proceeds. The convertible
promissory note had an original issue discount of $ 6,475. Further $ 4,750 debt issue costs were deducted from the gross proceeds.
The total of $11,225 recorded as debt discount is being amortized using the effective interest method through the maturity dates
of the convertible promissory note. The convertible note is due in one year from the date of issuance, accrues interest at 8% per annum
(22% upon the occurrence of an event of default) and is convertible after 180 days into shares of the Company's common stock at
a discount of 25% of the average of the three lowest closing bid prices during the 15 trading days immediately preceding the conversion.
On March 14, 2024 and March 15, 2024, the note was converted into 343,385 shares of the Company's common stock at an average price
of $0.21572 per share in full satisfaction of the note. No gain or loss was recognized from the transaction.

 In
March, April and May of 2023, the Company entered into Securities Purchase Agreements with an accredited investor, pursuant to which
the Company issued three convertible promissory notes in the aggregate principal amount of $ 212,025 (the "Convertible Notes"),
receiving $ 180,000 in net cash proceeds. The Convertible Notes had an original issue discount of $19,275. The Company deducted $ 12,750
in additional debt issue costs from the gross proceeds it received from the Convertible Notes. The Company is amortizing a total
of $32,025 recorded as debt discount using the effective interest method through the maturity dates of the Convertible Notes. The
Convertible Notes are due in one year from the date of issuance, accrue interest at 8% per annum (22% upon the occurrence of an event
of default) and are convertible 180 days after issuance into shares of the Company's common stock at a discount of 25% (30% for
the April 2023 note) of the average of the three lowest closing bid prices during the 15 trading days immediately preceding the conversion. During
September 2023, the Company converted the $70,125 in principal and $2,805 in accrued interest pursuant to a Convertible Note dated March
1, 2023. To satisfy the obligation, the Company issued to the noteholder 1,398,760 shares of the Company's common stock, at an
average price of $0.05214 per share. No gain or loss was recognized from the transaction. In November 2023, the Company converted $59,675
in principal and $2,387 in accrued interest for settlement of the note issued in April and also converted $34,000 as a partial principal
settlement of the note issued in May of 2023. As settlement of the notes, the Company issued to the noteholder 2,505,743 shares of the
Company's common stock at an average price of $0.03833 per share. No gain or loss was recognized from the transaction. In December
2023, the Company converted an additional $48,225 in principal and $3,289 in accrued interest to stock satisfying payment of the note
issued in May through issuance of 1,350,396 shares of the Company's common stock to the noteholder at an average price of $0.038147
per share. No gain or loss was recognized from the transaction. All of these notes have been satisfied in full.

 The
Company has the right to prepay the Convertible Notes at any time during the first six months the Convertible Notes are outstanding at
the rate of (a) 110% of the unpaid principal amount of such note plus interest, during the first 120 days the note is outstanding, and
(b) 115% of the unpaid principal amount of such note plus interest between days 121 and 180 after the issuance date of the note. The
Convertible Notes may not be prepaid after the 180 th day following the issuance date unless the applicable note holders
agree to such repayment and such terms.

 The
Company agreed to reserve the number of shares of its common stock that may be issuable upon conversion of the Convertible Notes while
the Convertible Notes are outstanding.

 F- 16

 NOTE

 The
Convertible Notes provide for standard and customary events of default, such as failing to timely make payments under the Convertible
Notes when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934 reporting requirements and the failure
to maintain a listing on the OTC Markets. The Convertible Notes also contain customary positive and negative covenants. The Convertible
Notes include penalties and damages payable to the noteholders in the event the Company does not comply with the terms of the Convertible
Notes, including in the event the Company does not issue shares of common stock to the noteholders upon conversion of the Convertible
Notes within the time periods set forth therein. Additionally, upon the occurrence of certain defaults, as described in the Convertible
Notes, the Company is required to pay the noteholders liquidated damages in addition to the amount owed under the Convertible Notes (including
in some cases up to 300% of the amount of the applicable Convertible Note).

 At
no time may the Convertible Notes be converted into shares of the Company's common stock if such conversion would result in the
noteholders and their affiliates owning shares representing in excess of 4.99% of the then outstanding shares of the Company's
common stock.

 The
proceeds from the Convertible Notes could be used by the Company for general corporate purposes.

 Short
Term Demand Note

 The
Company issued a short term note with a principal sum of $200,000 to an accredited investor on May 20, 2025. The note bears simple interest
on the unpaid principal balance at a rate equal to 12% per annum, computed on the basis of the actual number of days elapsed and a year
of 365 days from the date of this Note until the principal amount and all interest accrued thereon and all other amounts owed hereunder
are paid. The unpaid Principal Amount, together with any then unpaid accrued interest and all other amounts owed hereunder, shall be
due and payable upon written demand by the Majority Holders at any time after November 21, 2025. In connection with this note, the Company
issued warrants to purchase 200,000 shares of common stock at an exercise price of $0.43. The relative fair value of the warrants totaling
$19,685 was recorded as deferred debt discount and additional paid in capital which is amortized over the term of the loan.

 12%
Ten Month Bridge Notes

 On
April 10, 2025, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company issued
a 12% bridge note in the principal amount of $40,250 receiving $35,000 in net cash proceeds. The promissory note had an original issue
discount of $5,250. The bridge note is due February 15, 2026 and is repaid with the first installment of $22,540 due October 15, 2025
and four equal monthly installments of $5,635 starting November 15, 2025. In the event of default (including a missed payment), the note
is convertible at the option of the investor into shares of the Company's common stock at a discount of 35% from the lowest closing
bid price during the ten trading days immediately preceding the conversion date. As of May 31, 2025, the Company recorded accrued interest
totaling $714 and payments of principal and interest are current.

 On
February 10, 2025, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company
issued a 12% bridge note in the principal amount of $146,160 receiving $120,000 in net cash proceeds. The promissory note had an original
issue discount of $20,160. In addition, $6,000 of debt issue costs were deducted from the gross proceeds to the Company. The bridge note
is due December 15, 2025 and is repaid with the first installment of $81,849 due August 15, 2025 and four equal monthly installments
of $20,462 starting September 15, 2025. In the event of default (including a missed payment), the note is convertible at the option of
the investor into shares of the Company's common stock at a discount of 35% from the lowest closing bid price during the ten trading
days immediately preceding the conversion date. As of May 31, 2025, the Company recorded accrued interest totaling $8,441 and payments
of principal and interest are current.

 On
December 17, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company
issued a 12% bridge note in the principal amount of $64,960 receiving $50,000 in net cash proceeds. The bridge note had an original issue
discount of $8,960. In addition, $6,000 of debt issue costs were deducted from the gross proceeds to the Company. The bridge note is
due October 15, 2025 and is repaid with the first installment of $36,377 due June 15, 2025 and four equal monthly installments of $9,094
starting July 15, 2025. In the event of default (including a missed payment), the note is convertible at the option of the investor into
shares of the Company's common stock at a discount of 35% from the lowest closing bid price during the ten trading days immediately
preceding the conversion date. As of May 31, 2025, the Company recorded accrued interest totaling $5,238 and payments of principal and
interest are current.

 F- 17

 NOTE

 12%
Ten Month Promissory Note

 On
April 10, 2025, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued
a 12% promissory note in the principal amount of $82,800, receiving $65,000 in net cash proceeds. The promissory note had an original
issue discount of $10,800. In addition, $7,000 of debt issue costs were deducted from the gross proceeds to the Company. The note is
due on February 15, 2026 and is repaid in 10 equal monthly payments of $9,273.60 commencing on May 15, 2025. In the event of default
(including a missed payment), the note is convertible at the option of the investor into shares of the Company's common stock at
a discount of 35% from the lowest closing bid price during the ten trading days immediately preceding the conversion date. As of May
31, 2025, the Company recorded accrued interest totaling $791 and payments of principal and interest are current.

 On
December 2, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company
issued a 12% promissory note in the principal amount of $138,000, receiving $114,000 in net cash proceeds. The promissory note had
an original issue discount of $18,000. In addition, $6,000 of debt issue costs were deducted from the gross proceeds to the Company.
The note is due on October 15, 2025 and is repaid in 10 equal monthly payments of $15,456 commencing on January 15, 2025. In the event
of default (including a missed payment), the note is convertible at the option of the investor into shares of the Company's common
stock at a discount of 35% from the lowest closing bid price during the ten trading days immediately preceding the conversion date. As
of May 31, 2025, the Company recorded accrued interest totaling $742 and payments of principal and interest are current.

 12%
Secured Promissory Note

 On
March 23, 2023, an individual accredited investor paid the Company the aggregate amount of $100,000 for a Secured Promissory Note, (the
"Note"). The Note will accrue interest on the outstanding principal sum at the rate of 12.0% per annum and has a maturity
date of March 23, 2024. Interest will be due and payable monthly in arrears. The Note is secured by certain equipment owned by the Company
pursuant to a Security Agreement with the Lender. On May 23, 2023, the Note was increased by $83,000 to an aggregate principal amount
of $183,000. During June, July and August, 2023, the investor contributed an additional $102,061 under the Note, bringing the aggregate
principal amount to $285,061. On November 24, 2023, the investor added another $25,000 to the Note bringing the total principal outstanding
to $310,061. The note remains outstanding and interest of $3,101 is being paid monthly and is current as of May 31, 2025.

 12%
Nine Month Promissory Notes Repaid

 On
May 22, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company issued
a 12% promissory note in the principal amount of $94,580 receiving $75,000 in net cash proceeds. The promissory note had an original
issue discount of $14,580. In addition, $5,000 of debt issue costs were deducted from the gross proceeds to the Company. The promissory
note is due February 28, 2025 and is repaid with the first installment of $52,964.50 due November 30, 2024 and three equal installments
of $17,655 starting December 30, 2024. In the event of default (including a missed payment), the note is convertible at the option of
the investor into shares of the Company's common stock at a discount of 39% from the lowest closing bid price during the ten trading
days immediately preceding the conversion date. The note was repaid when due on February 28, 2025.

 On
February 22, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company
issued a 12% promissory note in the principal amount of $66,000 receiving $50,000 in net cash proceeds. The promissory note had an original
issue discount of $11,000. In addition, $5,000 of debt issue costs were deducted from the gross proceeds to the Company. The promissory
note is due November 30, 2024 and is repaid with the first installment of $36,960 due August 30, 2024 and three equal installments of
$12,320 starting August 29, 2025. In the event of default (including a missed payment), the note is convertible at the option of the
investor into shares of the Company's common stock at a discount of 39% from the lowest closing bid price during the ten trading
days immediately preceding the conversion date. The note was repaid when due on November 30, 2024.

 13%
Nine Month Promissory Note Repaid

 On
December 11, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company
issued a 13% promissory note in the principal amount of $74,750 receiving $60,000 in net cash proceeds. The promissory note had an original
issue discount of $9,750. In addition, $5,000 of debt issue costs were deducted from the gross proceeds to the Company. The promissory
note is due September 15, 2024 and is repaid in nine equal installments of $9,385.23 with the first payment due January 15, 2024. In
the event of default (including a missed payment), the note is convertible at the option of the investor into shares of the Company's
common stock at a discount of 35% from the lowest closing bid price during the ten trading days immediately preceding the conversion
date. The note was repaid when due on September 15, 2024.

 F- 18

 NOTE

 15%
Nine Month Promissory Note Repaid

 On
October 26, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company
issued a promissory note in the principal amount of $97,750 and received $80,000 in net cash proceeds. The promissory note had an
original issue discount of $12,750 and $5,000 in debt issue costs were deducted from the gross proceeds. The Company is amortizing the
total of $17,750 recorded as debt discount using the effective interest method through the maturity dates of the convertible promissory
note. The note is due nine months following the date of issuance and accrues interest at 15% per annum (22% upon the occurrence of an
event of default). Accrued, unpaid interest and outstanding principal is due in nine equal monthly payments of $12,490, starting on November
30, 2023. In the event of default (including a missed payment), the note is convertible at the option of the investor into shares of
the Company's common stock at a discount of 35% from the lowest closing bid price during the ten trading days immediately preceding
the conversion date. The note was repaid with the last payment due July 30, 2024.

 12%
One Year Promissory Notes Repaid

 On
January 5, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company
issued a promissory note in the principal amount of $197,313, receiving $150,000 in net cash proceeds. The convertible promissory
note had an original issue discount of $21,450, and an additional $3,750 in debt issue costs were deducted from the gross proceeds. The
total of $25,200 recorded as debt discount is being amortized using the effective interest method through the maturity date of the
convertible promissory note. The note is due one year following the date of issuance and accrues interest at 12% per annum (22% upon
the occurrence of an event of default) and upon event of default are convertible at 75% of the lowest closing bid price during the 10
trading days immediately preceding the conversion. Accrued, unpaid interest and outstanding principal is due in ten equal monthly payments
of $22,099.10, starting on February 15, 2023. The note and accrued interest were repaid in full and the note canceled with the last and
final payment made November 2023.

 Secured
Promissory Note

 The
Company entered into a Secured Promissory Note, dated June 28, 2022 (the "Secured Note"), with the initial principal amount
of $750,000. The Secured Note is payable to Cali Fields LLC (the "Lender"). The Secured Note accrues interest on the outstanding
principal sum at the rate of 15.0% per annum. The Company may prepay the Secured Note in whole or in part, without penalty, with any
such payment being applied first to any accrued and unpaid interest, and then to the principal amount. The Secured Note has a maturity
date of December 31, 2023. As of May 31, 2025 the note is recorded as current and outstanding. Starting on January 1, 2024, the Company
is accruing interest at the rate of 18.0% per annum. The accrued interest balance amounted to $361,397 as of May 31, 2025.

 As
partial consideration for the Lender's advance of the principal amount of the Secured Note, the Company agreed to pay the Lender
a quarterly revenue royalty equal to 0.5% of the consolidated revenue of the Company and its consolidated subsidiaries from the production
of oil, gas, gas liquids and all other hydrocarbons, recognized by the Company during the most recent calendar quarter during the "Royalty
Period," from June 1, 2022 through May 31, 2027.

 The
Secured Note is secured by the Company's fifty percent (50%) interest in Cat Creek.

 Secured
Convertible Debt

 The
Company entered into a Note Purchase Agreement dated September 23, 2022 (the "Note Purchase Agreement"), for the issuance
of secured convertible promissory notes in the aggregate principal amount of up to $7,500,000. The notes are secured by the membership
interest in Hell Creek Crude, LLC, a wholly owned subsidiary of the Company. Pursuant to this Note Purchase Agreement, during fiscal
year 2023, the Company issued seven promissory notes in the aggregate principal amount of $540,000 and accrued interest at 12% per annum.
During June 2023 and August 2023, the Company entered into an additional $85,000 of secured convertible promissory notes increasing the
aggregate principal issued to $625,000. Under the Note Purchase Agreement, the Company may issue additional promissory notes, up to the
$7,500,000 total principal amount. The promissory notes accrue interest on the outstanding principal sum at the rate of 12.0% per annum,
payable quarterly starting September 30, 2023, and are convertible into the Company's common stock at a conversion price of $1.00
per share. The notes issued under the Note Purchase Agreement have a maturity date of September 30, 2025. In January 2024, noteholders
contributed $575,000 of their notes plus accrued interest of $73,317 to the Participation Agreement pertaining to the three well drilling
program in the Midfork Field in Montana (See Footnote 1). The notes were exchanged for a net working interest in the well and will participate
in cash flows produced by the first well drilled. In the event of a dry hole, the notes will be reinstated at $648,317 and accrue interest
on that amount thereafter. The well was in production, but is shut in as of May 31, 2025.

 F- 19

 NOTE

 Alleghany
Notes

 Schedule
of Notes Payable – Related Party

 2025

 2024

 Total note payable – Alleghany

 $

 $

 Less amounts classified as current

 Note payable – Alleghany, net of current portion

 $
 -

 $
 -

the fiscal year ended May 31, 2011, the Company entered into two Loan Agreements with Alleghany Capital for a combined available borrowing
limit of $350,000. The notes accrued interest on the outstanding principal of $350,000 at the rate of 6% per annum, with an amended due
date of December 31, 2020.

 In
connection with the SORC Purchase Transaction, the notes were amended, restated and consolidated into one note including all accrued
interest through December 31, 2020, for a total of $631,434 (the "Senior Consolidated Note") with a maturity date of June
30, 2022. The Senior Consolidated Note requires any stock issuances for cash be utilized to pay down the outstanding loan balance unless
written consent is obtained from Alleghany. As part of the SORC Purchase Agreement, the Company agreed to secure repayment of the Senior
Consolidated Note with certain equipment and to reduce the note balance with any proceeds received from any sales of such equipment.
During the five months ending May 31, 2021, the Company repaid $13,500 of the Senior Consolidated Note upon the sale of certain equipment.
The note bore no interest until January 1, 2022 whereupon the interest rate increased to 5% per annum through maturity. Principal with
all accrued and unpaid interest is due at maturity. In connection with the SORC acquisition purchase price allocation, the Company recorded
a debt discount totaling $30,068 in recognition of imputed interest on the Senior Consolidated Note, to be amortized over the first year
of the note term. The debt discount has been fully amortized as of December 31, 2021. In August 2022, the Company entered an amendment
to the Senior Consolidated Note whereby the maturity date of the loan was extended to December 31, 2023 in exchange for an interest rate
to 8% per annum commencing July 1, 2022. Further, the revenue royalty as defined in the Purchase Agreement increased from 5% to 6% as
the loan was not paid prior to December 31, 2022. As of May 31, 2025 and May 31, 2024, the Senior Consolidated Note is recorded as current
and remains outstanding.

 Paycheck
Protection Program Loan

 Schedule
of Paycheck Protection Program

 2025

 2024

 Total PPP Loan

 $
 887,430

 $
 954,112

 Less amounts classified as current

 61,729

 66,379

 PPP loan, excluding current portion

 $
 825,701

 $
 887,733

 On
April 28, 2020, the Company entered into a Note (the "Note") with IBERIABANK for $1,233,656 pursuant to the terms of the
Paycheck Protection Program ("PPP") authorized by the Coronavirus Aid, Relief, and Economic Security (CARES) Act ("CARES
Act") In June 2020, the Flexibility Act which amended the CARES Act was signed into law. Pursuant to the Flexibility Act, the Note
continues to accrue interest on the outstanding principal sum at the rate of 1% per annum. In addition, the initial two-year Note term
has been extended to five years through mutual agreement with IBERIABANK as allowed under Flexibility Act provisions.

 In
February 2021, the Company drew an additional $1,233,655 under the PPP Second Draw Loans, bringing the total principal borrowed to $2,467,311.
The additional draw is under the same terms and conditions as the first PPP loan.

 The
Flexibility Act also provides that if a borrower does not apply for forgiveness of a loan within 10 months after the last day of
the measurement period ("covered period"), the PPP loan is no longer deferred and the borrower must begin paying
principal and interest. In addition, the Flexibility Act extended the length of the covered period from eight weeks to 24 weeks from
receipt of proceeds, while allowing borrowers that received PPP loans before June 5, 2020 to determine, at their sole discretion, a covered
period of either 8 weeks or 24 weeks.

 No
interest or principal will be due during the deferral period, although interest will continue to accrue over this period. As of May 31,
2022, interest totaling $15,353 is recorded in accrued interest on the accompanying consolidated balance sheets. After the deferral period
and after considering any loan forgiveness applicable to the Note, any remaining principal and accrued interest will be payable in substantially
equal monthly installments over the remaining term of the Note.

 F- 20

 NOTE

 The
Company did not provide any collateral or guarantees for the loan, nor did the Company pay any facility charge to obtain the loan. The
Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches
of representations and material adverse effects. The Company may prepay the Note at any time without payment of any penalty or premium.

 The
Company applied for forgiveness of the first PPP note and in July 2021 received notice that $1,209,809 of the $1,233,656 note payable
balance has been forgiven. The portion of the loan forgiven has been recorded as income from the extinguishment of its loan obligation
as of the date when the Company is legally released from being the primary obligor in accordance with ASC 405-20-40-1. Monthly payments
commenced on September 1, 2021 and as of May 31, 2025, the Company has repaid all principal and interest on the first Note.

 In
April 2022, the Company applied for partial forgiveness of the PPP Second Draw Loan and received notice that $67,487 of the principal
and related interest balance has been forgiven and is recorded as income from the extinguishment of the loan obligation. Monthly payments
of $26,752 commenced on June 3, 2022. The Company was in arrears on payments on the second PPP Note and on December 5, 2023 entered into
a Payment Plan arrangement for the PPP Second Draw Loan. Under the terms of the Plan, the Company agreed to pay the SBA the principal
amount of $979,178 and 180 monthly payments of $5,860 which includes interest. The Company made the first payment under the Plan in December
2023. If the Company does not make the payments described in the Plan pursuant to the terms of the Plan, the entire remaining amount
will be subject to collection activities by the Department of Treasury. The Company may also be subject to additional accrued interest
and collection fees of 30% or more if it does not make the payments pursuant to the Plan. As of May 31, 2025, the Company is current
and compliant with the restructured payment plan. As of May 31, 2025, the Company owes $887,430 with respect to the remaining balance
on the Second Note.

 NOTE
13 – PROVISION FOR INCOME TAXES

 We
did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have
experienced operating losses since inception. Per the authoritative literature when it is more likely than not that a tax asset cannot
be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net
deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not
that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

 The
Company has not taken any tax positions that, if challenged, would have a material effect on the consolidated financial statements for
the twelve-months ended May 31, 2025 and 2024. The Company's tax returns for the fiscal years ended May 31, 2017 through 2024 remain
subject to examination by the tax authorities.

 The
components of the Company's deferred tax asset as of May 31, 2025 and 2024 are as follows:

 Schedule of Company's deferred tax

 2025

 2024

 Net operating loss

 $
 1,777,909

 $
 1,375,147

 Stock compensation

 536,041

 536,041

 Impairment loss

 1,112,333

 975,020

 Deferred compensation

 767,205

 646,241

 Other

 14,386

 10,996

 Valuation allowance

 ( 4,207,874
)

 ( 3,543,445
)

 Net deferred tax asset

 $
 -

 $
 -

 A
reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows:

 Schedule of reconciliation of income taxes computed at the statutory rate to the income tax amount recorded

 2025

 2024

 Tax
 at statutory rate (21%)

 $
 ( 668,194
)

 $
 ( 602,133
)

 Effect
 of non-taxable and non-deductible permanent differences

 -

 62,653

 Effect
 of change in statutory tax rate

 -

 -

 Other

 3,765

 7,824

 Increase/(decrease)
 in valuation allowance

 664,429

 531,656

 Net
 deferred tax asset

 $
 -

 $
 -

 The
net federal operating loss carry forward will expire between 2030 and 2044. This carry forward may be limited upon the consummation of
a business combination under IRC Section 381.

 F- 21

 NOTE
14 – COMMITMENTS AND CONTINGENCIES

 Leases

 No
office leases currently extend beyond one year. Rent expense amounted to $ 1,032 and $ 775 for each of the years ending May 31, 2025 and
2024.

 Litigation

 On
March 20, 2023, Capex Oilfield Services, Inc. ("Capex") filed a lawsuit against Lustre in the Montana Tenth Judicial District
Court, Petroleum County, demanding payment of $377,190 plus interest and collection costs for services provided by Capex to drill the
Olfert 11-4 well. On January 29, 2024, the court issued a Stipulated Judgment and Order in favor of Capex for $354,267.29 plus interest
in the amount of $79,225 plus future accruing costs and interest of 18% per annum. The same day, Lustre entered into a Payment Arrangement
Plan to pay $5,000 per month until the judgement is satisfied. As of May 31, 2025 and 2024, respectively, the estimated amounts due to
Capex totaling $418,569 and $428,379 have been recorded in accounts payable.

 On
May 18, 2023, Capstar Drilling, Inc.("Capstar") filed a lawsuit against Lustre in the Montana Seventeenth Judicial District
Court, Valley County, demanding payment of $298,050 plus interest and collection costs for services provided by Capstar to drill the
Olfert 11-4 well. On July 18, 2024, the court issued a Order to Adopt Stipulation to Judgment in favor of Capstar in the sum of $276,815
principal balance, plus interest in the amount of $49,675, plus court costs for a total judgment of $326,650 with post judgment interest
of 10% per annum. As of May 31, 2025 and 2024, respectively, the estimated amounts due to Capstar totaling $365,489 and $333,354
have been recorded in accounts payable.

 On
August 29, 2023, Warren Well Service, Inc. ("Warren Well") filed a lawsuit against Lustre in the Montana Seventeenth Judicial
District Court, Valley County, demanding payment of $164,235 plus interest and collection costs for services provided by Warren Well
to drill the Olfert 11-4 well. As of May 31, 2025, the case was settled for the $164,235 balance plus accrued interest of 10% per year
and the Company agreed to pay Warren Well $750 per month. As of May 31, 2025 and 2024, respectively, the estimated amounts due to Warren
Well totaling $213,114 and $196,679 have been recorded in accounts payable.

 On
January 14, 2024 Nine Downhole Technologies, LLC aka Nine Energy Service ("Nine Downhole") filed a complaint against Lustre
in the Montana Tenth Judicial District Court, Petroleum County, demanding payment plus accrued interest until the debt is paid in full.
On June 1, 2025, Nine Downhole's Motion for a summary disposition was granted in the amount of $41,842 together with costs and
any post judgment interest until amount is paid in full. As of May 31, 2025, $38,447 has been recorded in accounts payable.

 Except
as set forth above, the Company is not currently involved in any other legal proceedings, and it is not aware of any other pending or
potential legal actions.

 Revenue
Royalty

 In
accordance with the Secured Note, the Company agreed to pay the Lender a revenue royalty of 0.5% on consolidated revenue of the Company
arising from the direct production of oil and gas. The royalty period extends from June 1, 2022 through May 31, 2027.

 NOTE
15 – SEGMENT INFORMATION

 The
Company operates as a single reporting segment engaged in acquisition and exploration efforts to find and develop oil reserves.
The Chief Operating Decision Makers are the Company's Chief Executive Officer and its Chief Financial Officer, who together (the
"CODM") evaluate company performance based on the consolidated financial statements prepared in accordance with GAAP included
herein.

 The
CODM conducts quarterly financial reviews focusing on the Consolidated Statement of Operations, Balance Sheets and Statements of Cash
Flows beginning on page F-3 of this report. Investment decisions, including the selection of leased mineral rights acreage
and development, are made based on expected return on investment.

 NOTE
16 – SUBSEQUENT EVENTS

 Subsequent to May 31, 2025,
the Company issued 116,279 shares to an accredited investor who deposited $ 50,000 with the Company on September 5, 2024. These shares
were issued in June 2025 after the stock purchase agreement was executed.

 On
July 2, 2025, the Company paid $ 100,000 to reduce accrued interest on the $750,000 Secured Note entered into on June 28, 2022 (See Note
12).

the first fiscal quarter of 2026, the Company sold Subordinated Promissory Notes in the total principal amount of $1,189,300 and warrants
to purchase 1,189,300 shares of Laredo Oil, Inc. common stock at $0.43 per share.

 F- 22