Nu-Med Plus Inc.

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in the Explanatory Note and Net Smelter Returns Royalty Agreements In connection with the Closing, MGC entered into six Net Smelter Returns Royalty Agreements (collectively, the “ · a 5.0% net smelter returns royalty in respect of the Elmtree Property in favor of MegumaGold; 2 · a 5.0% net smelter returns royalty in respect of the Newfoundland Property in favor of MegumaGold; · a 5.0% net smelter returns royalty in respect of the Killag Property in favor of 1156; · a 5.0% net smelter returns royalty in respect of the Goldenville Property in favor of 1156; · a 5.0% net smelter returns royalty in respect of the Miller Lake Property in favor of 1156; and · a 5.0% net smelter returns royalty in respect of the Caribou Property in favor of Crosby Gold. Each royalty constitutes an interest in land, runs with the applicable Property and is binding upon MGC and its successors and assigns in accordance with the terms of the applicable Royalty Agreement. The Properties also remain subject to certain pre-existing royalties described in the Property Purchase Agreement. The foregoing description of the Royalty Agreements does not purport to be complete and is qualified in its entirety by reference to the Royalty Agreements, copies of which are filed as

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Explanatory Note and On the Closing Date, the Company, through MGC, completed the Purchase and acquired a 100% beneficial interest in the Properties and their associated assets. Pursuant to the Property Purchase Agreement, the Vendor and the Vendor Subsidiaries transferred, or are required to complete the registration of the transfer of, their respective legal title to the Properties to MGC. Pending completion of the applicable registration of any such transfer, the applicable Vendor or Vendor Subsidiary holds such Property and associated assets in trust for MGC. As consideration for the acquisition of the Properties and their associated assets, at the Closing: 1. the Company issued the 500,000 Series A Property Shares to MegumaGold; 2. MGC granted the 5.0% net smelter returns royalties described under 3. MGC assumed responsibility for liabilities and obligations arising from or relating to the ownership, possession or control of the Properties and their associated assets following the applicable transfer thereof, including obligations associated with certain pre-existing royalties affecting the Properties. In connection with the Closing, a prior mineral property option agreement dated December 20, 2025 among MegumaGold, the Vendor Subsidiaries, MGC and the MGC Subsidiary was terminated. The Property Purchase Agreement also provides for a contingent value protection mechanism with respect to the Series A Property Shares and shares of the Company’s common stock issued upon conversion thereof. If, on the first business day following the third anniversary of the Closing Date (the “ The number of any such additional shares will be determined based upon the volume-weighted average sales price of the Company’s common stock during the ten trading days immediately preceding the Measurement Date. The number of additional shares that may be required to be issued is capped at 10% of the Company’s outstanding common stock as of the Measurement Date and is further subject to applicable stock exchange and shareholder approval requirements. The Company may, subject to the terms of the Property Purchase Agreement, elect to satisfy any applicable shortfall obligation in cash rather than shares of common stock. 3 The foregoing description of the Purchase and the Property Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Property Purchase Agreement, which was filed as

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in the Explanatory Note and On the Closing Date, the Company issued 500,000 shares of Series A Preferred Stock to MegumaGold as partial consideration for the acquisition of the Properties. Each share of Series A Preferred Stock votes 20 voting shares and is convertible into 20 shares of the Company’s common stock, each subject to the beneficial ownership limitations contained in the certificate of designation governing the Series A Preferred Stock, which prohibits any holder thereof from voting or converting Series A Preferred Stock into common stock to the extent that such voting/conversion would result in the holder voting/owning more than 4.999% of the Company’s then outstanding common stock (the “ If converted in full, and without regard to the beneficial ownership limitation set forth in the designation of the Series A Preferred Stock, the Series A Property Shares would convert into a maximum of 10,000,000 shares of the Company’s common stock. No underwriter or placement agent participated in the issuance of the Series A Property Shares, and the Company received no cash proceeds from their issuance. The Series A Property Shares were offered and issued in reliance upon the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended (the “ The Company has not registered the Series A Property Shares or the shares of common stock issuable upon conversion thereof under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Any additional shares of common stock that may become issuable pursuant to the contingent value protection provisions of the Property Purchase Agreement will be issued only in accordance with applicable federal and state securities laws.