GEDC 10-K & 10-Q changes, risk factors and insider trading

It is anticipated that we will incur significant expenses in the implementation of our business plan as described herein, and that we will require substantial financing to complete the development and construction of the planned vertically-integrated, geothermal-powered data center campus. A failure to obtain this necessary capital when required on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our development plans, any commercialization efforts and any other operations. We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs. In addition, even if we are able to obtain sufficient funding to commence our business operations, we may need to pursue additional financing in the future to make expenditures and/or investments to support the growth of our business. In addition, we may require additional capital to pursue our business objectives and respond to new competitive pressures, pay extraordinary expenses or fund our growth, including through acquisitions. Additional funding, however, may not be available when required on terms that are acceptable to us, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when it is required, our ability to commence and grow our proposed business operations, to support our business and to respond to business challenges could be significantly limited.

The following table summarizes our results of operations for the years ended December 31, 2024 and 2023.2025.

Our professional fees increaseddecreased to $340,000 for the year ended December 31, 2025 from $386,000 for the year ended December 31, 2024 from $344,000 for the year ended December 31, 2023.2024. The increasedecrease of approximately $42,000$46,000 was attributable to a decreaseincreases in our(i) consultingaudit fees of approximately$17,000 $63,000,and whichgeological wasservices of $37,000, offset by an increasedecreases in our(ii) consulting services $34,000, legal services $61,000 and other professional fessexpenses of approximately $105,000. $5,000.

Our financing cost for the year ended December 31, 20242025 increased to $2,410,000$186,000 compared to $252,000$12,000 for the year ended December 31, 2023.2024. TheOur 2024convertible financingdebentures costwere included $2,355,000outstanding for the amortizationtwelve months of debtthe discountyear relatedended December 31, 2025 compared to ourfour notesmonths payable.of the year ended December 31, 2024.

LossFinancing on extinguishment of debtcosts – related party

Loss on on extinguishment of debtnotes payable - related party

Our working capital deficit as of December 31, 20242025 and 20232024 was as follows.

Our working capital deficit decreasedincreased from a $704,000$219,000 deficit as of December 31, 20232024 to a deficit of $218,000$2,800,000 as of December 31, 20242025 for for aan decreaseincrease of $486,000.$2,582,000. The decreaseincrease in our working capital deficit was due to a $22,000 decreaseincreases in our(i) cash$1,581,000 of convertible debentures, (ii) $728,000 of notes payable related parties and cash(iii) equivalents, which was offset by a decrease$271,000 of $167,000 in our accounts payable and accrued expenses and a decrease of $341,000 in convertible promissory notes, net.payable.

Cash used in operating activities increaseddecreased to approximately $859,000$750,000 for the year ended December 31, 20242025 from approximately $35,000$859,000 for for the year ended December 31, 2023,2024, which was predominantly related to the increase in our expenditures for filing fees, legal fees, transfer agent feespayroll and consultingrelated feesexpenses paidthat duringwas theoffset period.in part by a decrease in professional fees.

Our cash used in investing activities increaseddecreased to approximately $1,467,000$464,000 for the year ended December 31, 20242025 from approximately $1,730,000$1,467,000 for the year ended December 31, 2023.2024. The primary use of cash was for expenditures for the development of our data center campus.campus, which was suspended during the quarter ended June 30, 2025.

Even though we experienced negative cash flows from operations of approximately $859,000$750,000 for the year ended December 31, 2024,2025, as a result result of the funding from one of our privateshareholders, placement of a promissory note and convertible debentures in the principal amounts of $1,000,000 and $1,410,000, respectively, we had cash and cash equivalents of approximately $286,000 $287,000 at December 31, 2024.2025. As of December 31, 2024,2025, we had approximately $1,410,000 $1,635,000 of convertible debentures with maturity dates on of December 31, 2026 and $1,000,000 of notes payable related party with maturity dates of June 30, 2026.

It is anticipated that we will incur expenses in the implementation of our business plan described above, and such expenses will require require substantial financing to complete the development of the property for a data center operation and to achieve our goals. We currently currently have only limited capital with which to pay these anticipated expenses. To repay our short-term indebtedness and to fund our business plan going forward, we intend to raise funds from investors by issuing common stock, preferred stock and/or debt securities. We are currently in discussions with several potential funding sources. However, there can be no assurance we will be able to successfully raise additional funds when required, if at all.

We are a developer of large-scale data center infrastructure designed to power the digital economy. Our primary focus is the development of a “master-planned” data center campus in a business-friendly Northwestern U.S. location. Unlike traditional developments, our campus will be designed to be onsite-powered, meaning we intend to provide our tenants with dedicated, reliable energy generated on the property.

In May 2025, we formed TerraVolt Infrastructure Inc. (“TerraVolt”), a wholly-owned subsidiary established to meet the demand for sustainable, baseload, powered land and infrastructure solutions for large-scale data center development. TerraVolt’sOur proposed solution is a Physical Infrastructure-as-a-Service (PIaaS) platform that will integrate onsite behind-the-meter (BTM) power with construction-ready data center building sites that include utilities and fiber connectivity. TerraVoltWe plansplan to provide a turnkey solution with power and utilities to hyperscalers,hyperscaler, colocation providers,neocloud, and colocation data center developerscompanies seeking to deploy new capacity faster than with traditional power and transmission from a local electric utility company. We are currently focused on a location where onsite power production using natural gas turbines and reciprocating engines is allowed under local and state building codes and where there is direct access to a natural gas pipeline with capacity for delivery within a reasonable timeframe.

In April 2026, we entered into a natural gas supply agreement (the “Supply Agreement”) with a top tier natural gas marketing company (“Fuel Supplier”) pursuant to which the Fuel Supplier made a firm commitmentagreed to provide us with 55,000 MMBTU per day of natural gas for TerraVolt’sour planned behind-the-meter onsite power plant to be located on.TerraVolt’s master-plannedpowered data center campus development to be located in Southeast Idaho on the Northwest Natural Gas Pipeline. Pursuant to the Supply Agreement, in.in May 2026, we paid to the Fuel Supplier a natural gas reservation fee in the amount of $3,832,500.$3,832,500, Also,and in August 2026, we delivered to the we are required to delivered, by June 15, 2026, to theFuel Supplier a letter of credit in the maximum drawable amount of $6,000,000 to secure our obligations under the agreement.Supply Agreement. The Supply Agreement also provides for comprehensive fuel management services provided by the Fuel Supplier, that will allow TerraVolt us to better manage customerour customer’s needs and power plant fluctuations to ensure maximum cost-effectiveness and operational reliability as data data center buildings are completed and commence operation.

Concurrently, we also are finalizing timelines and budgets for all necessary county and state environmental assessments. These studies cover the data center campus, the onsite power plant, electrical distribution systems, and critical utility infrastructure (water, sewer, fiber, and gas). We expect to file these reports before the end of 2026, with the aim of securing all necessary construction approvals by the second quarter of 2027. Additionally, we expect to submit to applicable county and state agencies all design and environmental documentation for land use and conditional zoning amendment approvals, which include the onsite natural gas gas power plant and data center campus development, by mid-2026.year-end 2026.

It is anticipated that we will incur significant expenses in the implementation of our business plan as described herein. In MayApril 20262026, we borrowed $15,000,000 to fund certain expenses related to ourthe naturalSupply gas supply agreementAgreement and preliminary permitting for our planned planned data center campus. It is anticipated that we will require substantial additional financing to complete the development and construction construction of the planned data center campus. A failure to obtain this necessary capital when required on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our development plans, any commercialization efforts and any other operations. We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs. In addition, even if we are able to obtain sufficient funding to commence our business operations, we may need to pursue additional financing in the future to make expenditures and/or investments to support the growth of our business. In addition, we may require additional capital to pursue our business objectives and respond to new competitive pressures, pay extraordinary expenses or fund our growth, including through acquisitions. Additional funding, however, may not be available when required on terms that are acceptable to us, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when it is required, our ability to commence and grow our proposed business operations, to support our business and to respond to business challenges could be significantly limited.

Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025

The following table summarizes our results of operations for the three months ended MarchJune 31,30, 2026 and 2025:

For the three months ended MarchJune 31,30, 2026 and 2025, we had no revenues.

Professional fees increased to $106,000$210,000 for the three months ended MarchJune 31,30, 2026 from $96,000$81,000 for the three months ended MarchJune 31,30, 2025, an increase of approximately $10,000,$129,000, or 10.4%.159.3%. The increase was primarily attributable to (i) an increase in legal fees of approximately $94,000, (ii) an increase in consulting fees of $13,000approximately $31,000, and (iiiii) an increasepolitical in reporting feescontributions of $5,000,$30,000, partially offset by (iiiiv) a decrease decreases in legalaccounting, servicesfiling and transfer agent fees aggregating approximately $1,000 and (v) geologist costs of $8,000.approximately $25,000 incurred during 2025 that did not recur in 2026.

Equity-based compensation increased to $322,000$315,000 for the three months ended MarchJune 31,30, 2026 from $42,000a credit of $(145,000) for the three months ended March 31,June 30, 2025, an increase of approximately $280,000, or 666.7%.$460,000. The equity-based compensation expense for the three months ended MarchJune 31,30, 2026 ofincluded $322,000approximately included$285,000 $260,000recognized related toupon the stockachievement optionof issuedthe tofirst performance milestone of our Chiefperformance-based Executivestock Officer as a signing bonus pursuant to his employment agreement executedoptions in March May 2026, andwith the remaining $62,000$30,000 related to time-based equity awards issued in prior years. DuringThe credit for the three months ended MarchJune 30, 31,2025 2025,resulted wefrom incurredthe equity-basedreversal of previously recognized compensation ofexpense approximatelyin $469,000,connection with the forfeiture of whichstock $427,000options held wasby capitalized asterminated project development costemployees and the remaining $42,000 was expensed.consultants.

General and administrative expenses wereincreased $1,000to $15,000 for each of the three months ended MarchJune 31,30, 2026 andfrom $12,000 for the three months ended June 30, 2025, an increase of approximately $3,000, or 25.0%, with no individually material change between periods.changes.

Financing costs increaseddecreased to $54,000 for the three months ended MarchJune 31,30, 2026 from $22,000$55,000 for the three months ended MarchJune 31,30, 2025, ana increasedecrease of approximately $32,000,$1,000, or 144.5%.1.8%, Thewith increaseno wasmaterial attributablechange tobetween a higher average balance of convertible debentures outstanding during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.periods.

Financing costs – related party increased to $161,000$488,000 for the three months ended MarchJune 31,30, 2026 from $0$75,000 for the three months ended MarchJune 31,30, 2025, an increase of approximately $161,000.$413,000, Duringor 550.7%. The increase was attributable to interest on, and amortization of the debt discount associated with, the $16,000,000 promissory note issued to a related party in April 2026, as compared to lower average related party borrowings outstanding during the three months ended MarchJune 31,30, 2025, we did not have any related party notes payable outstanding.2025.

Our working capital (deficit) as of MarchJune 31,30, 2026 and December 31, 2025 was as follows:

Our working capital improved from a working capital deficit increased fromof $2,800,000 as of December 31, 2025 to $3,388,000working capital of $8,110,000 as of June March 31,30, 2026, an increaseimprovement of approximately $488,000. $10,910,000. The increase in our working capital deficitimprovement was primarily attributable to (i) an increase of $13,000 $10,402,000 in our convertiblecash debenturesand cash equivalents, primarily resulting from the $15,000,000 of proceeds received from the issuance of a promissory note to a related party in April 2026, and (ii) the cancellation of $739,000 of related party notes payable, net of discounts, that were previously classified as current liabilities, in exchange for the $16,000,000 promissory note, which is classified as a non-current liability, partially offset by (iii) an increase of $135,000 in our notes payable – related parties, both due to the amortization of existing debt discounts, (ii) an increase of $111,000$215,000 in our accounts payable and accrued expenses,expenses and (iii)an a decreaseincrease of $224,000$27,000 in the carrying value of our cashconvertible anddebentures cashdue equivalents.to the amortization of debt discounts.

Cash Flows for the threesix months ended MarchJune 31,30, 2026 and 2025

Cash used in operating activities increased to approximately $224,000$765,000 for the threesix months ended MarchJune 31,30, 2026 from approximately $145,000$227,000 for for the threesix months ended MarchJune 31,30, 2025, an increase of approximately $79,000.$538,000. The increase was predominantly related to the increaseincreases in inour ourprofessional fees, payroll and related cost and other operating expenses during the threesix months ended MarchJune 31,30, 2026.2026 to support our expanded development activities.

Cash used in investing activities decreasedincreased to nilapproximately $3,833,000 for the threesix months ended MarchJune 31,30, 2026 from approximately $278,000 $464,000 for the threesix months ended MarchJune 31,30, 2025, aan decreaseincrease of approximately $278,000.$3,369,000. The decreaseincrease iswas attributable to the factpayment thatof wethe $3,833,000 hadreservation nofee projectunder the natural gas supply agreement entered into in April 2026, whereas the prior year period included underapproximately $464,000 of development duringcosts related to the threeabandoned monthsImperial endedCounty March 31, 2026.project.

For the threesix months ended MarchJune 31, 30, 2026, we usedfunded our operations with our existing cash reserves toand fundthe ourproceeds operations. The cash reserves were funded byfrom the issuance of notesa payablepromissory fromnote to an entity that is related to a significant shareholder and board member. As of MarchJune 31,30, 2026, we had cash and cash equivalents of approximately $63,000,$10,689,000, with relatedconvertible party notes payable that maturedebentures in Junethe 2026aggregate andprincipal convertible debenturesamount of $1,635,000 that mature in December 2026.2026 and a related party promissory note in the amount of $16,000,000 that matures in April 2028.

It is anticipated that we will incur expenses in the implementation of our business plan described above, and such expenses will require substantial financing to complete the development of the property for a data center operation and to achieve our goals. While we received net proceeds in the amount of $15,000,000 from the issuance of our debt securities in April 2026 to fund our business plan going forward, as of date of the filing of this Report, we hadhave expended approximately $3,833,000 for the payment of the reservation fee to our natural gas supplier and planhave to depositdeposited $6,000,000 as security for a letter of credit that we arehave required to deliverdelivered under our natural gas supply agreement. Once we secure suitable land for our master-planned data center campus, we expect to expend the remaining net proceeds of approximately $5,100,000 over the next 12 months to complete the zoning and permitting process for the land we acquire, and the required design, engineering and regulatory studies for our planned gas power plant and campus layout, as well as for working capital for salaries, regulatory reporting and other miscellaneous expenses. In order to start the construction phase of our planned campus, we intend to raise additional funds from investors by issuing common stock, preferred stock and/or debt securities. We are currently in discussions with several potential funding sources. However, there can be no assurance that we will be able to successfully raise additional funds when required, if at all.

The unaudited condensed consolidated financial statements included in this Reportfiling have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. We are presently in the development stage and, apart from our cash balances, have only limited assets. OurWe company hashave not generated revenues in the last two fiscal years, hashave never paid any dividends and iswe are unlikely to pay dividends or generate earnings earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon: (i) continued financial support from our shareholders; (ii) theour ability of our company to continue raising necessary debt or equity financing to achieve itsour operating objectives; and (iii) our ability to acquire assets and establish a business or merge or otherwise acquire business opportunities.

We account for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance accordance with ASC 470-20. These costs are classified on the balance sheet as a direct deduction from the debt liability. We amortize these costs over the term of our debt agreements as financing cost in the unaudited condensed consolidated statement of operations and comprehensive loss.operations.