INTEGRAL TECHNOLOGIES INC

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. The information contained in Item 2.01 of this Super 8-K relating to the various agreements described therein is incorporated herein by reference.

Item 2.01 - Description of Registrant ’ s Securities - Series D Preferred Stock ” below. This summary is qualified in its entirety by the full text of the Exchange Agreement, filed as Exhibits 10.4 to this Super 8-K and incorporated by reference. Promissory Note Acceptance Agreements - Services On November 10, 2026, in connection with the closing of the Membership Interest Purchase Agreement, the Company entered into Promissory Note Acceptance Agreements (the “Services Note Acceptance Agreements”) with Doug Bathauer, the Company’s former Chief Executive Officer and a current director, and James Eagan, the Company’s former director. Under each agreement, the Company issued a promissory note in exchange for accrued and unpaid compensation for services previously rendered to the Company. Mr. Bathauer was owed approximately $709,000 of accrued compensation and received a note in the principal amount of $300,000. Mr. Eagan was owed approximately $709,000 of accrued compensation and received a note in the principal amount of $300,000. Each note was accepted as a negotiated compromise, in full satisfaction and discharge of the compensation owed. The terms of each note are as follows: Interest: 8% per annum, computed on a 360-day year and payable quarterly in arrears. ──────────────────────────────────────────────────────────────────────────────────────── Maturity: 18 months after issuance, when all outstanding principal and accrued interest are due. ──────────────────────────────────────────────────────────────────────────────────────────────────── Prepayment: The note may be prepaid at any time without premium or penalty on at least five business days’ notice. ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Default: The note carries customary events of default, including payment defaults not cured within 10 business days after notice and bankruptcy events. While an event of default is continuing, the note bears interest at the lesser of 13% per annum and the maximum rate permitted by law. Each Services Note Acceptance Agreement also contains a mutual general release of claims relating to the services and the compensation owed. On November 10, 2026, in connection with the closing of the Membership Interest Purchase Agreement, the Company also entered into a Promissory Note Acceptance Agreement with Ascentaur LLC (the “Consultant”) to settle $650,000 in consulting fees the Company owed the Consultant (the “Fees Owed”). In full satisfaction of the Fees Owed, the Company agreed to pay the Consultant $250,000 in cash within 30 days of the closing of the MIPA and issued it a $400,000 promissory note. The Note bears interest at 8% per year, payable quarterly in arrears, and matures 18 months after issuance. The Company may prepay it at any time without penalty on five business days’ notice. During an event of default, the interest rate rises to the lesser of 13% and the maximum rate permitted by law, and the Consultant may accelerate the note. Events of default include payment defaults, uncured material breaches and bankruptcy events. The parties also exchanged mutual general releases relating to the consulting relationship and the Fees Owed, with customary exceptions. A form of the Promissory Note Acceptance Agreement is filed as Exhibit 10.5 to this Super 8-K and incorporated by reference herein. Departure and Appointment of Directors and Officers At the Closing, the Company effected a reconstitution of its board of directors and officers pursuant to the terms of the MIPA. Specifically: James Eagan resigned from his position as a director of the Company. Douglas Bathauer and Michael Pruitt remained as directors of the Company. Brett Mitchell and Debra W. Struhsacker were appointed as directors of the Company. All then-existing officers resigned. Brett Mitchell was appointed as Chief Executive Officer, President, Treasurer, Chief Financial Officer and Secretary, and Lyndsey Wright was appointed as Chief Operating Officer. See “Directors and Executive Officers” below for information about our new directors and executive officers. Accounting Treatment; Change of Control The Acquisition is being accounted for as a “reverse merger” or “reverse acquisition,” and Apex North is deemed to be the acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations that are reflected in the registrant’s financial statements relating to periods prior to the Acquisition are those of Apex North, and are recorded at the historical cost basis of Apex North, and the consolidated financial statements after completion of the Acquisition will include the assets and liabilities of Apex North, the assets and liabilities of the Company, historical operations of Apex North, and operations of the Company from the date of closing. As a result of the issuance of the Closing Shares, a change in control of the Company occurred on the Closing Date. DML and Nedeel collectively acquired 390,714 shares of Series D Preferred Stock as a result of which DML and Nedeel together represent approximately 85.91% of the total voting power of the Company’s outstanding voting securities as of the Closing Date. Except as described in this Super 8-K, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of our board of directors and, to our knowledge, no other arrangements exist that might result in a change of control of the Company. We continue to be a “smaller reporting company,” as defined under the Exchange Act following the Acquisition. As a result of the Acquisition, we have ceased to be a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). FORM 10 INFORMATION Business Overview Following completion of the Acquisition, the Company's principal business operations are conducted through Apex North, which owns 100% of the unpatented lode mining claims comprising the Apex North Critical Minerals Project in Washington County, Utah. The Project is an early-stage critical metals exploration asset located in the Beaver Dam Mountains of Washington County, approximately 13 miles (21 km) west of St. George. The Project has surface occurrences of gallium (“Ga”) and germanium (“Ge”), together with anomalous base metals and other elements. Selective reconnaissance samples returned elevated Ga and Ge values, but should not be interpreted as representative of average grade. Apex North is an early‑stage exploration company with no mineral resources or reserves as defined under Subpart 1300 of Regulation S‑K; exploration involves significant technical, permitting, title, funding, contractor‑availability, and commodity‑price risks, and there can be no assurance that the planned programs will result in a discovery or economic development. The following technical and scientific description for the Apex North Critical Minerals Project is based on the Technical Report Summary (“TRS”) titled “Technical Report Summary: The Apex North Critical Metals Property, Washington County, Utah, USA,” with an effective date of May 14, 2026, prepared for the Company by Clay Postlethwaite, M.Sc. and Ph. D., CPG, of CP Geosciences LLC, a qualified person (the “QP” herein). The TRS was prepared in accordance with Subpart 1300 of Regulation S-K and is filed as Exhibit 96.1 to this Super 8-K. The Apex North Critical Minerals Project The Project comprises 394 recorded unpatented lode mining claims encompassing approximately 3,294 hectares (8,141 acres) of land administered by the U.S. Bureau of Land Management. These claims are located within Township 41 South, Range 18 West, Sections 6, 20-21, 27-30, and 33-34, and Township 42 South, Range 18 West, Sections 3-5, 9-10, and 17, Salt Lake Meridian. Strategic Location The Project is situated approximately 12 kilometers north of the historic Apex Mine, which is discussed in the TRS as a relevant geological and exploration analogue but is not immediately adjacent to the Project. The QP has not verified information regarding the Apex Mine, and mineralization at the Apex Mine is not necessarily indicative of mineralization or economic potential at the Project. Geology and Mineralization The Project is underlain by Paleozoic shelf carbonate strata dipping gently to the east. The strata have undergone repeated solution-collapse (karsting) events during the Mississippian through Triassic Periods, followed by compressional deformation in the late Cretaceous and Miocene extension, uplift and deep oxidation. Surface geological and geochemical observations are broadly consistent with Kipushi-type and Colorado Plateau solution-collapse breccia-pipe systems, but the deposit type at Apex North has not been confirmed by drilling. Exploration Targets The TRS identifies two principal geological target settings: (1) solution-collapse breccia pipes, which are expected to be small in plan view (generally less than 100 meters in diameter) but vertically persistent, steeply plunging and irregularly shaped, with potential for high concentrations of base metals, arsenic, gallium and germanium; and (2) fault-controlled mineralization, where younger structures may have intersected earlier breccia systems and focused oxidizing fluids and metal remobilization. These exploration targets are conceptual in nature and should not be construed as estimates of mineral resources or mineral reserves. A total of 41 rock samples and four soil samples were collected for assay during a December 2025 reconnaissance program. An additional 284 hand samples were collected for testing with portable XRF and magnetic susceptibility measurements. An airborne magnetic survey covering approximately 1,005 line-kilometers was completed over the middle portion of the property at 150- and 75-meter line spacing; interpretation was pending as of the TRS effective date. A soil sampling program comprising approximately 1,100 samples is currently in the collection stage. Exploration Plan Since inception, Apex North has completed a reconnaissance surface-sampling program and an airborne magnetic survey and has commenced a soil sampling program. The Company intends to integrate the magnetic, soil-sampling, mapping and geochemical data to define drill targets. The QP recommended a two-phase exploration program with a total budget of $2,530,000: Phase 1, budgeted at $1,030,000, for approximately 3,000 meters of reverse-circulation drilling, soil sampling, an aeromagnetic survey, and mapping, prospecting and structural interpretation; and Phase 2, contingent on the results of Phase 1 and budgeted at $1,500,000, for approximately 1,500 meters of core drilling, approximately 3,000 meters of reverse-circulation drilling and metallurgical studies. Once the soil sampling and magnetic survey results have been interpreted, field review and initial drill program design should follow to test the high-priority targets. Phase 1 is intended to test for mineralization at depth. If successful, Phase 2 should evaluate the geometry and scale of mineralized zones to a depth of approximately 150 meters and include initial metallurgical testing. Regulatory The mining claims are located on land administered by the BLM. The Project is subject to applicable federal, state and local environmental laws and mining regulations. The Company holds no permits for exploration activities that would cause surface disturbance; early phases of exploration involving surface disturbance are expected to be conducted under applicable BLM surface management authorization and Utah requirements. Intellectual Property None. Competition The gallium and germanium industry is highly competitive, and our competition includes larger, more established companies with longer operating histories that not only explore for and produce gallium and germanium but also market gallium, germanium and other products on a regional, national or worldwide basis. Due to their greater financial and technical resources, we may not be able to acquire additional gallium and germanium projects in a competitive bidding process involving such companies. Additionally, these larger companies have greater resources to continue with their operations during periods of depressed market conditions. Employees The Company currently has no full-time employees. All of the Company’s personnel, including its Chief Executive Officer, Brett Mitchell, provide services to the Company on a consulting basis pursuant to consulting or service agreements and are not employees of the Company. Our officers and consultants devote such time to the Company’s affairs as they deem necessary and are not required to devote their full time to our business, and they may engage in other business activities. We expect to engage additional consultants, geologists, contractors, and other service providers as needed to carry out our exploration programs, and we may hire full-time employees in the future as our operations develop. None of our personnel is represented by a labor union or covered by a collective bargaining agreement, and we believe our relationships with our consultants are good. Risk Factors We are an early-stage exploration company with no mineral reserves or resources and no operating history in the mining business, and investors should be prepared to lose their entire investment. You should carefully read all of the risk factors below. The risks and uncertainties described are not the only ones we face. Additional risks that are not presently known to us or that we currently deem immaterial may also impair our business, financial condition, results of operations, and the value of our securities. Risks Related to Our Business and Operations We are an early‑stage exploration company with no mineral reserves, no revenues from mining operations, and a history of losses, and we may never achieve commercial production or profitability. Our Project is at the exploration stage and, as of the date of this filing, we have not established any mineral resources or reserves under Subpart 1300 of Regulation S‑K. Exploration is inherently speculative, and most exploration projects do not result in viable mines, even after significant capital is deployed. We have not generated material revenues since 2018 and have experienced operating losses and negative operating cash flows for several years, and our auditors have issued a going‑concern emphasis in prior reports. Even if we discover mineralization, moving from exploration to development will require substantial additional capital, technical studies, permits, and construction of processing and other facilities, none of which are assured. If we fail to establish an economic project or to secure the funds required to advance it, you could lose all or a portion of your investment. We have no operating history in the mining business, we are undergoing a transformative change in business, and we may be unable to successfully integrate and operate the Apex North Project. Immediately prior to the Acquisition reported in this Super 8‑K, we were a shell company with only nominal operations. Our historical expertise does not include exploration, development, construction, or operation of mines. Following closing, our management must build new capabilities, systems, and processes to operate in a highly specialized and regulated industry, while integrating the Apex North Project and the associated technical, legal, and financial requirements. Rapid transformation increases the risk of execution errors, delays, cost overruns, and control deficiencies. If we fail to recruit and retain personnel with the necessary mining, permitting, and financial reporting expertise, or if our board and management are unable to manage this change effectively, our business and prospects would be materially harmed. Our continuation as a going concern depends on our ability to raise additional capital, and we may not be able to obtain financing on favorable terms or at all. Our exploration plans and ongoing obligations require substantial capital beyond our current resources, including to fund geologic work, drilling, metallurgical testing, environmental baseline studies, permit applications, and corporate overhead. We expect to rely on external financing for the foreseeable future, including equity, convertible instruments, strategic offtake arrangements, grants, or debt, any of which could be dilutive or impose restrictive covenants. Adverse market conditions for junior mining companies, rising interest rates, weak commodity prices, or unfavorable perceptions of gallium and germanium market dynamics could limit our access to capital. If we cannot secure sufficient financing when needed, we may delay, scale back, or cease exploration activities, relinquish mineral rights, or enter into unfavorable transactions, each of which would adversely affect the value of your investment. Our internal controls over financial reporting have material weaknesses and our limited personnel increase the risk of errors, omissions, or fraud. We currently have a small management team and no employees, and we rely heavily on third‑party consultants and contractors. We have reported material weaknesses in our internal control over financial reporting, including limited segregation of duties and a lack of documented processes and procedures. Transitioning from a shell company to an exploration company increases the complexity of our financial reporting, including specialized mining disclosures and estimates. If we fail to remediate our material weaknesses in a timely manner, we could be unable to produce timely and accurate financial statements, our ability to access capital markets could be adversely affected, and we could be subject to regulatory scrutiny or litigation. We depend on a small number of key individuals and third‑party contractors, and the loss of their services or poor performance by contractors would adversely affect our business. Our success depends on the services and expertise of our senior management and our technical leadership, as well as on specialist consultants for geology, drilling, metallurgy, environmental studies, permitting, and legal matters. Competition for experienced mining professionals is intense, particularly for those with critical mineral and hydrometallurgical expertise. We may be unable to secure or retain the personnel and contractors needed to execute our plans on acceptable terms. Our reliance on third parties reduces our direct control over work quality, schedules, and costs, and contractor accidents or non‑compliance can result in delays, liabilities, or permit issues for which we may be responsible. The holders of the 20% retained interest in Apex North have a “free carry,” which may reduce our effective economic interest and constrain capital allocation. Under the terms of the Acquisition, the holders of the remaining 20% interest are entitled to a free carry through agreed milestones, which requires us to fund 100% of certain expenditures while owning 80% of the project. This arrangement increases our funding burden and may reduce our effective economic interest in early phases when capital intensity is high. If a retained interest holder elects not to contribute to future expenditures after the free‑carry period ends, our percentage interest could be diluted under the operating agreement, or we may need to fund disproportionate amounts to maintain our interest, either of which could reduce our returns. Title to our mineral rights is uncertain because our claims are unpatented lode mining claims on federal lands and are subject to ongoing compliance obligations and potential contest. Apex North is comprised of unpatented lode mining claims administered by the U.S. Bureau of Land Management. Title to unpatented claims is based on compliance with federal and state mining laws and on prior appropriation, and is subject to inherent uncertainties that may not be discoverable through title investigation alone. Our claims require timely payment of annual maintenance fees and adherence to location and recordation requirements; failure to comply could render claims void or subject to relocation by third parties. Government agencies may contest the validity or boundaries of claims, and adjacent claimants or land users may assert conflicting rights. In addition, we have staked additional claims that are not yet perfected; those claims may not mature into valid and enforceable property interests. Any adverse claim, boundary dispute, or failure to perfect could materially reduce the size or quality of our land position. We may not be able to demonstrate mineral resources or reserves under Subpart 1300 of Regulation S‑K, and any future estimates will be uncertain and subject to change. Estimates of mineralization are inherently uncertain and depend on geological interpretation, sampling, and statistical analysis that may prove inaccurate over time. Subpart 1300 of Regulation S‑K imposes strict standards for the disclosure of exploration results, resources, and reserves, and requires the oversight of a qualified person. We may not be able to report resources until sufficient drilling, metallurgical testing, and economic analysis have been completed, and we may never establish reserves. Even if we report resources or reserves in the future, they are only estimates and may be materially affected by changes in prices, recovery rates, operating costs, design parameters, permitting conditions, and other factors, which could render a previously economic deposit uneconomic. Future acquisitions, joint ventures, or farm‑ins may be required to advance the Project and would involve risks that could adversely affect us. To obtain processing capacity, secure offtake arrangements, or share capital costs, we may pursue joint ventures, strategic partnerships, or additional property acquisitions. Such transactions may be difficult to negotiate and consummate and could involve issuance of equity or securities with preferences senior to common stock, the incurrence of debt, or other obligations. Integration of additional assets or partners introduces governance and operational complexities, and disagreements with partners over budgets, work programs, or commercial terms could delay progress or require litigation or arbitration to resolve. Risks Related to the Mining Industry and the Apex North Project Mineral exploration is inherently hazardous and subject to significant operational risks that could cause injury, environmental harm, and financial loss. Exploration and potential development activities expose us to hazards, including drilling accidents, ground instability, extreme weather, wildfires, equipment failures, transportation incidents, and exposure to hazardous materials. These risks can result in personal injury or death, environmental damage, property or equipment loss, and business interruption. Insurance for certain risks may be unavailable, uneconomic, or subject to high deductibles and exclusions, and we may be under‑insured against particular losses. A significant incident at our site or by a contractor could lead to investigations, fines, permit restrictions, reputational damage, and substantial unplanned expenditures. Infrastructure, water availability, and access constraints in our Project area may increase costs and delay timelines. The Project is located in the Beaver Dam Mountains of Washington County, Utah. Although road access and power infrastructure exist in the region, we will require reliable access, water supply, power upgrades, waste and tailings facilities, and potential rights‑of‑way. Water is scarce in the desert southwest, subject to senior water rights and competing uses, and our ability to secure, permit, and maintain sufficient water for drilling, processing, and dust control is uncertain. Seasonal conditions, flash flooding, or road closures may restrict access. Any failure to secure adequate infrastructure and water rights on acceptable terms or in a timely manner would impede exploration and development and increase costs. Permitting on federal lands is uncertain and subject to extensive environmental review that can be lengthy, contested, and outcome‑determinative. Our claims are on federal lands administered by the Bureau of Land Management. While early‑stage exploration can often proceed under notices or categorical exclusions, any plan of operations for larger‑scale disturbance typically triggers environmental review under the National Environmental Policy Act, which can require preparation of an environmental assessment or an environmental impact statement. These processes can take years, require extensive baseline data collection, and are subject to public comment and legal challenge. We must also comply with the Federal Land Policy and Management Act, the Endangered Species Act, the National Historic Preservation Act for cultural resources, the Clean Water Act and state water laws, and applicable state air, waste, and reclamation requirements. Agency decisions may impose costly mitigation, restrict mining methods, or deny approval. Delays, permit conditions, or adverse outcomes could materially affect project economics or viability. Reclamation bonding requirements and closure liabilities may be substantial and may increase over time. Before conducting certain exploration or development activities, we will be required to submit reclamation plans and post financial assurance in the form of surety bonds or other instruments acceptable to regulators. The availability and cost of surety bonding have tightened in recent years, and bond underwriters may require collateral or indemnities, which could limit our liquidity. If regulators increase bonding requirements, broaden reclamation obligations, or if actual closure costs are higher than our estimates, our financial position and ability to advance the Project could be adversely affected. Changes in federal or state mining policy for public lands could impose new royalties, fees, or restrictions that adversely affect our project. Legislative and regulatory proposals have periodically sought to impose federal royalties or additional fees on hardrock minerals produced from federal lands, to withdraw certain lands from mineral entry, or to materially revise the General Mining Law. If new royalties, taxes, or withdrawals are enacted or if agency land‑use plans are revised in a manner that restricts access or imposes costly conditions, the economics of our Project could be adversely affected or our claims could be subject to new limitations. Risks Related to Our Commodities and Markets Gallium and germanium are specialty metals with concentrated and opaque supply chains, and their prices are volatile and difficult to hedge. Gallium and germanium are typically recovered as by‑products of other mining and refining operations rather than from primary mines, which makes supply dependent on the production decisions and metallurgical recoveries of other commodity producers. In addition, a significant portion of global production and processing capacity is concentrated in a small number of countries and facilities, and there is limited published pricing transparency or deep derivative markets to hedge price risk. Export controls, trade restrictions, or changes in industrial demand for semiconductors, photovoltaics, and optical fiber can cause sharp pricing and availability swings. The inability to effectively hedge price risk combined with supply concentration may result in volatile revenues and could render a deposit uneconomic at certain price levels. Export controls, trade restrictions, and geopolitical tensions could disrupt access to processing capacity and markets for gallium and germanium. Governments may impose export licensing regimes, tariffs, sanctions, or other trade measures affecting specialty metals and related technologies in response to geopolitical or national security considerations. Because gallium and germanium are used in defense and high‑technology applications, they may be the subject of targeted trade measures impacting availability, price, or permissible end‑uses. Trade restrictions can also constrain access to processing technology, equipment, and reagents required to recover high‑purity gallium and germanium. Any limitation on the export, import, or sale of our products or on access to third‑party processing capacity could adversely affect our ability to monetize production or to finance development. The recovery and refining of gallium and germanium require specialized metallurgical processes, and we may not achieve commercial recoveries at an economic cost. Gallium and germanium often occur in mineral matrices that require complex hydrometallurgical processing to recover saleable products, and the presence of deleterious elements can lead to high reagent consumption, penalties, or rejection by refiners. Metallurgical testwork at bench or pilot scale may not accurately predict commercial recoveries, and scale‑up risks can be significant. If testwork indicates low recoveries or high costs, we may need to redesign process flowsheets, pursue concentrate sales with penalties, or abandon the recovery of certain metals. Any of these outcomes could materially reduce projected revenues or increase capital and operating costs. We are exposed to commodity price risk for silver, copper, lead, zinc, and molybdenum, which are cyclical and subject to factors beyond our control. The prices of silver and base metals are volatile and influenced by global economic conditions, inflation and interest rate expectations, supply‑demand balances, currency movements, technological changes, and investor sentiment. A sustained decline in prices for one or more of these metals would reduce the value of by‑product credits and could negatively affect the economics of the Project. In addition, correlation among metals can amplify downside scenarios during economic slowdowns. If prices fall materially below the levels assumed in any future technical studies, we may be forced to delay or curtail development plans, record impairments, or raise additional capital on unfavorable terms. Markets for gallium and germanium products are relatively small and may require qualification by a limited number of customers, creating offtake and concentration risks. Potential customers for gallium and germanium products, such as semiconductor and photovoltaic manufacturers, may require extensive product qualification before entering into supply agreements, and they may demand long‑term consistency in purity specifications. The customer base is limited, and production may be sold under bilateral contracts rather than into deep spot markets. We may be unable to secure binding offtake agreements on acceptable terms prior to development, which would complicate project financing. The loss of one or more customers or failure to meet specifications could have a disproportionate impact on revenues. Risks Related to Legal and Regulatory Compliance and the Environment We are subject to extensive environmental, health, and safety laws and regulations, non‑compliance with which could result in significant liabilities and permit delays. Mining and exploration activities are subject to federal, state, and local laws governing air emissions, water discharges, hazardous substances, waste management, cultural and biological resources, and worker health and safety. Compliance requires capital and operating expenditures and the implementation of management systems and monitoring programs. Any violation, spill, or release could lead to enforcement actions, civil or criminal penalties, third‑party claims, and reputational harm. Regulatory standards can change over time, sometimes retroactively, and new rules or guidance can increase compliance costs or restrict operational flexibility. Climate‑related physical risks, evolving climate policies, and stakeholder expectations may increase costs and constrain operations. The Project area may experience extreme weather, drought, and wildfire conditions that can disrupt access, strain water supplies, and increase reclamation and insurance costs. Federal or state climate policies could introduce carbon pricing, emissions performance standards, or reporting requirements that apply to us or to our supply chain. Investors, customers, and communities increasingly expect robust climate and environmental, social, and governance practices, and failure to meet evolving expectations could impair access to capital or offtake markets. Adapting our plans to manage climate and ESG risks may require capital expenditures and could extend our development timelines. Third‑party opposition and litigation could delay or prevent permitting and development. Mining projects on public lands are often the subject of scrutiny and opposition by local communities, non‑governmental organizations, or other stakeholders. Opponents may challenge agency decisions, allege defects in environmental review, or pursue public campaigns to restrict mining activities. Administrative appeals and litigation can be time‑consuming and costly, and even successful defense of permits can result in significant delays or additional mitigation requirements. Prolonged opposition could deter potential partners, offtakers, or financiers. Risks Related to Our Securities and Capital Markets We were a shell company prior to the Acquisition and remain subject to additional restrictions under the federal securities laws that may limit resales and our ability to access capital. Because we were a shell company as defined in Rule 12b-2 immediately prior to closing, resales of our securities by affiliates and certain holders may be restricted under Rule 144 until specific conditions are met, including the filing of this Super 8-K containing the required “Form 10 information” and the lapse of one year from such filing date. We may also face limitations on our ability to use certain short-form registration statements and to register securities on Form S-8 for employee benefit plans until we meet additional eligibility requirements. These restrictions can reduce liquidity for our shareholders and may impede our capital-raising strategies. The Series D Preferred Stock issued in the Acquisition and related transactions is highly dilutive and may concentrate voting power, adversely affecting existing shareholders. We issued a substantial number of shares of Series D Preferred Stock in connection with the Acquisition and related transactions. Depending on the conversion terms and any protective provisions, the Series D may represent a significant portion of voting power on an as-converted basis and could convert into a large number of common shares in the future. This structure may dilute existing shareholders, entrench control by certain holders, and limit our ability to issue additional securities or pursue strategic alternatives without the consent of preferred holders. Perceived or actual dilution and control concentration may depress the market price of our common stock. There is currently no established public trading market for our common stock, our shares may be deemed “penny stock,” and the liquidity of our securities may be limited for an extended period. Quotations for our common stock on the OTC market were previously halted, and an active public market may not develop or be sustained. Broker‑dealers may be reluctant to trade securities subject to the SEC’s penny stock rules, which impose additional disclosure and suitability obligations and can reduce trading activity. Low trading volume, wide bid‑ask spreads, and limited analyst coverage can lead to volatile prices and make it difficult for investors to sell shares without adversely affecting the market price. Additional Risks Specific to Our Property Interests and Agreements Our rights are limited to mineral claims and do not necessarily include all surface rights or access needed for development and operations. Unpatented mining claims grant the right to explore for and potentially develop minerals, subject to compliance with applicable law, but do not grant ownership of the surface estate. We may need to obtain additional rights‑of‑way, easements, water rights, or surface use agreements from federal agencies or private parties for roads, power lines, processing sites, waste storage, or water infrastructure. Negotiations may be protracted, and required rights may be unavailable on acceptable terms. Failure to secure necessary surface access and supporting rights would delay or prevent development. Our property may be subject to unknown environmental conditions or legacy liabilities. Historical activities by prior land users may have left environmental conditions that are not apparent from current inspections. If previously undiscovered contamination is identified, we may be required to conduct assessment and remediation, even if we did not cause the release. Cleanup obligations can be significant and are often joint and several. Discovery of contamination can also trigger third‑party claims or regulatory enforcement, lead to delays in permitting, and increase bonding requirements. We face competition for properties, personnel, equipment, and services from companies with greater resources. The mining industry is intensely competitive in all phases, including the acquisition of prospective mineral properties, the hiring of qualified personnel, and the procurement of drilling services, laboratories, metallurgical testing capacity, and specialized equipment. Competitors with greater financial, technical, and marketing resources may have a competitive advantage in acquiring properties and talent and in securing offtake or financing on better terms. Competition may lead to increased costs, delays in securing services, or loss of opportunities that are material to our strategy. Risks Related to Taxes and Other Financial Matters Changes in tax laws or the loss of net operating losses could adversely affect our financial condition and future results. We may have net operating losses and other tax attributes that could potentially reduce future taxable income, subject to complex limitations, including ownership change restrictions. Changes in U.S. federal or state tax laws or interpretations could reduce the availability of these attributes, impose new taxes, or otherwise increase our tax burden. In addition, we may become subject to property taxes or other levies associated with mining activities as the Project advances, which could be higher than anticipated. We may be required to record impairments or write‑downs if exploration results or commodity prices do not meet expectations. Our accounting policies require us to assess our long‑lived assets for impairment indicators. If exploration results are unfavorable, if we are unable to obtain permits on expected terms and timelines, or if commodity prices fall significantly, we may be required to record non‑cash charges to reduce the carrying value of our mineral interests or other assets. Such charges could adversely affect our results of operations, shareholders’ equity, and our ability to raise capital. Risks Related to Macroeconomic, Geopolitical, and Supply Chain Conditions Macroeconomic volatility, inflation, and supply chain disruptions could increase our costs and delay project activities. Exploration and development require specialized equipment, steel, reagents, and skilled labor. Inflationary pressures and supply chain constraints can increase costs and extend delivery times for drill rigs, core boxes, earthmoving equipment, pumps, and chemical reagents

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. The information set forth in “

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. The information set forth in “

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT. The information set forth in Item 2.01, including the information set forth under the heading “Security Ownership of Certain Beneficial Owners and Management” above, is incorporated herein by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. The disclosure set forth in Item 2.01, including the information under the headings “Departure and Appointment of Directors and Officers,” “Directors and Officers,” “Executive Compensation,” “Certain Relationships and Related Transactions, and Director Independence” and “Indemnification of Directors and Officers” above, is incorporated herein by reference. Other than the MIPA, there is no arrangement or understanding between any of Mr. Mitchell, Ms. Struhsacker or Ms. Wright and any other person pursuant to which such person was selected as a director or officer, and none of them has been named to any committee of the board of directors.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On October 2, 2026, Integral Technologies, Inc. filed with the Secretary of State of the State of Nevada a Certificate of Designation designating the Company’s Series D Preferred Stock. On October 16, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Certificate of Designation. Copies of the Certificate of Designation and the Certificate of Amendment are filed as Exhibits 3.5 and 3.6, respectively, to this Super 8-K and are incorporated herein by reference. See “

ITEM 5.05 AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS OR WAIVER OF A PROVISION OF THE CODE OF ETHICS. In connection with the Acquisition, the board of directors adopted a new Code of Ethics and Business Conduct, which applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The disclosure regarding the Code of Ethics and Business Conduct set forth under “Directors and Officers - Code of Ethics and Business Conduct” above is incorporated herein by reference. The newly adopted Code of Ethics and Business Conduct did not result in any explicit or implicit waiver of any prior code of conduct or ethics. The foregoing description of the Code of Ethics and Business Conduct does not purport to be complete and is qualified in its entirety by the full text of the Code of Ethics and Business Conduct, a copy of which is attached hereto as Exhibit 14.1 and is incorporated herein by reference.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS. As previously disclosed in the Company’s periodic reports, immediately prior to the Closing described in Item 2.01 of this Current Report on Form 8-K, the Company was a “shell company” as defined in Rule 12b-2 under the Exchange Act. The completion of the acquisition of the Acquired Interests in Apex North LLC on the Closing Date constituted a transaction that has the effect of causing the Company to cease being a shell company. Pursuant to Item 2.01(f) of Form 8-K, this Super 8-K includes the information that would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act for the class of securities registered under Section 12 of the Exchange Act, including financial statements of the business acquired, pro forma financial information, and the other disclosures required by Form 10, which are incorporated herein by reference from Item 2.01 above.