Filing Details

James E. Besser

c/o Manchester Management Company, LLC

2 Calle Candina, #1701

San Juan, Puerto Rico, 00907

Telephone Number: (617) 399-1741

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

On August 5, 2022, Morgan C. Frank was appointed to the board of directors of the Issuer to serve as Chair.

The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any change in the present Board of Directors or management of the Issuer; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the Issuer ceasing to be listed from a national securities exchange or to ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (g) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes and may dispose of or enter into other transactions in the shares they may be deemed to beneficially own.

The Reporting Persons have been and may continue to be in contact with members of the Issuer's management, the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.

The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.

Besser:

As of the date hereof, Besser may be deemed to be the beneficial owner of 41,335,646 Shares, constituting 7.53% of the Shares*.

Besser has the sole power to vote or direct the vote of 2,500,000 Shares; has the shared power to vote or direct the vote of 39,085,646 Shares; has the sole power to dispose or direct the disposition of 2,500,000 Shares; and has the shared power to dispose or direct the disposition of 39,085,646 Shares.

Frank:

As of the date hereof, Frank may be deemed to be the beneficial owner of 38,085,646 Shares, constituting 6.94% of the Shares*.

Frank has the sole power to vote or direct the vote of 1,500,000 Shares; has the shared power to vote or direct the vote of 36,585,646 Shares; has the sole power to dispose or direct the disposition of 1,500,000 Shares; and has the shared power to dispose or direct the disposition of 36,585,646 Shares.

Manchester and GP:

As of the date hereof, Manchester and the GP may be deemed to be the beneficial owner of 39,085,646 Shares, constituting 7.12% of the Shares*.

Manchester and the GP have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 39,085,646 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 39,085,646 Shares.

Explorer:

As of the date hereof, Explorer may be deemed to be the beneficial owner of 36,585,646 Shares, constituting 6.67% of the Shares*.

Explorer has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 36,585,646 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 36,585,646 Shares.

Excluding the transaction with respect to the Note described in Item 6, the transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Exhibit B.

*The outstanding Shares figure reflects 548,737,651 Shares outstanding as reported in the Issuer’s 10-Q filed by the Issuer on November 14, 2022.

On August 5, 2022, the Issuer completed an initial offering of a Future Advance Convertible Promissory Note (the "Note"). The Note is convertible into Shares based upon the sum of (i) the portion of the principal of the Note to be converted, redeemed or otherwise with respect to which the determination is being made and (ii) accrued and unpaid interest with respect to such principal of the Note. The Reporting Persons are subject to a limitation on their conversion of the Note, whereby after giving effect to such conversion or other share issuance, the Reporting Persons (together with the Reporting Persons’ affiliates, and any other persons acting as a group together with the Reporting Persons or any of the Reporting Persons’ affiliates), would beneficially own in excess of 4.99% (or upon election of the Reporting Persons, 9.99%) of the Issuer (the “Maximum Percentage”). The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Future Advance Convertible Promissory Note included as Exhibit 4.1 of the Issuer's 8-K filed on August 8, 2022, which is incorporated by reference. On August 10, 2022, the Reporting Persons entered into an agreement with the Issuer, whereby effective from the date of the issuance of the Note, the Reporting Persons irrevocably waived their ability to elect, and agreed that they shall not permit any of their affiliates and any other persons acting as a group together with the Reporting Persons or any of the Reporting Persons’ affiliates to elect, an increase of their Maximum Percentage above 4.99%.

On November 14, 2022, the Reporting Persons entered into a Securities Purchase Agreement (the “November 2022 Purchase Agreement”) with the Issuer. The November 2022 Purchase provided for a private placement of (i) Future Advance Convertible Promissory Notes (the “November Note”); (ii) warrants to purchase Shares with an exercise price of $0.067 per share (the “First Warrant”) and (iii) warrants to purchase Shares with an exercise price of $.04 per shares (the “Second Warrant” and collectively with the First Warrant, the “Warrants”). The November Note and the Warrants are not currently exercisable and will only be exercisable at such time as the Issuer’s authorized and unissued Shares are at a number sufficient to permit the exercise or conversion of all outstanding securities exercisable for, or convertible into, Shares. The exercise price of the Warrants is subject to adjustment, including if the Issuer issues or sells Shares or Share Equivalents (as defined in the Warrants) for an effective consideration price less than the exercise price of the Warrants or if the Issuer lists its Shares on The Nasdaq Capital Market and the average volume weighted average price of such Shares for the five trading days preceding such listing is less than $0.04 per share; provided, however, that the exercise price of the Warrants shall never be less than $0.01 per share. The Warrants have a five-year term.

Pursuant to the November Note, the Issuer promised to pay the Reporting Persons in cash and/or in Shares, at a conversion price of $0.04, the principal as may be advanced in disbursements, and to pay interest at a rate of 15% per annum on any outstanding principal at the applicable interest rate from the date of the November Note until the November Note is accelerated, converted, redeemed or otherwise. The conversion price of the November Note is subject to adjustment, including if the Issuer issues or sells Shares for a price per share less than the conversion price of the November Note or if the Issuer lists its Shares on The Nasdaq Capital Market and the average volume weighted average price of such Shares for the five trading days preceding such listing is less than $0.04 per share; provided, however, that the conversion price shall never by less than $0.01. The foregoing description of the November Note does not purport to be complete and is subject to and qualified in its entirety by the Future Advance Convertible Promissory Note included as Exhibit 4.3 of the Issuer’s S-1/A filed on December 22, 2022, which is incorporated by reference.

The warrants described in Exhibit B are not currently exercisable into Shares until such time as the Issuer’s authorized and unissued Shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. The foregoing description of the Warrants does not purport to be complete and is subject to and qualified in its entirety by reference to the Common Stock Purchase Warrant included as Exhibit 4.4 of the Issuer's S-1/A filed on December 22, 2022, which is incorporated by reference.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Shares

(Date)

MANCHESTER EXPLORER, L.P.*

/s/ James E. Besser

Manchester Management Company, LLC*

/s/ James E. Besser

Manchester Management PR, LLC*

/s/ James E. Besser

MANCHESTER EXPLORER, L.P.

/s/ James E. Besser

Manchester Management Company, LLC

/s/ James E. Besser

Manchester Management PR, LLC

/s/ James E. Besser

Price Per Share