MMEX Resources Corporation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Effective as of September 15, 2026, the Company entered into an agreement with GS Capital Partners, LLC whereby GS Capital exchanged the outstanding past-due convertible notes of the Company (with an aggregate outstanding balance of $1,639,329.68) for a new non-convertible note in the original principal amount of $1,377,164.84. The new note matures on the earlier of September 1, 2027 or the closing of a construction debt financing or project equity financing for either of the Company’s project subsidiaries. In lieu of interest, the new note requires the payment to the holder of a make-whole payment equal to $247,889.67 (18% of the principal balance). Because the new note is not convertible into equity securities of the Company, GS Capital and the Company have instructed the Company’s transfer agent to cancel the reserve of approximately 15 billion shares of common stock which had been held to secure potential conversions of the formerly outstanding notes held by GS Capital.