Ranger Gold Corp.

Ranger Gold Corp. is a natural resource company with an objective of acquiring, exploring and developing natural resource properties in the United States, with a primary focus on gold, though it may acquire rights to properties that may have mineralization or mineral resources or reserves of other types of minerals. The U.S. mining industry, according to the Mineral Commodity Summaries 2024 published by the U.S. Geological Survey, produced approximately $98.2 billion in nonfuel mineral commodity production in 2024, with U.S. metal mine production estimated at $33.5 billion, a slight increase from 2023, and the principal contributors to the total value of metal mine production in 2024 were gold at 35%, copper at 30%, iron ore at 16%, zinc at 7%, and molybdenum at 5%. The Company currently does not hold rights in any mining properties and does not engage in any substantive business operations or generate revenue from any sources.

The precious metal mining industry is intensely competitive and is dominated by a few very large senior mining companies with global operations and a fragmented range of other mining companies of varying sizes. The Company is an exploration stage mineral resource exploration company that currently has no assets, and virtually all of the companies against which it will compete have greater financial, personnel and technical resources than it does. The Company's competitors may have more extensive relationships than it has, including with potential strategic partners with which to joint venture in the development of properties.

The Company generates no revenue and does not engage in any substantive business operations. Its business model is to acquire, explore and develop natural resource properties in the United States, with a primary focus on gold, and it may acquire, develop and operate mining properties either alone or with partners. The Company currently does not hold rights in any mining properties and does not generate revenue from any sources.

The Company currently does not hold rights in any mining properties and does not engage in any substantive business operations or generate revenue from any sources. The Company's primary focus in the natural resource sector is gold, though it may acquire rights to properties that may have mineralization or mineral resources or reserves of other types of minerals. The Company does not currently own, lease or otherwise control any mining property, has not disclosed any mineral resources or mineral reserves, and does not currently have any material mining property requiring summary or individual property disclosure under Item 1303 or Item 1304 of Regulation S-K.

During the fiscal year ended March 31, 2026, the Company reviewed several potential acquisition targets, including an operating company currently producing gold in Alaska, but has not entered into any binding agreement to acquire any mining property or business. The Company did not issue any securities during the fiscal year ended March 31, 2026. On January 1, 2024, the Company executed a Drawdown Promissory Note in favor of Bryan Glass Securities, Inc., a related party, under which the Company is entitled to borrow up to an aggregate principal amount of $50,000 ¹, bearing interest at a rate of 2% ² per annum and maturing on December 31, 2028 ³; during the fiscal year ended March 31, 2026, the Company borrowed $24,142 ⁴ against the Drawdown Note, and as of March 31, 2026, the cumulative outstanding principal balance was $41,589 ⁵, leaving a remaining balance of $8,411 ⁶ available for future advances, subject to BGS approval. During the fiscal year ended March 31, 2025, 5,350,766 ⁷ shares were cancelled under a mandatory redemption.

During the fiscal years ended March 31, 2025 and 2026, the Company did not engage in any substantive business operations and did not generate any revenue. During 2026, the Company incurred operating expenses of $27,062 ⁸, including $20,855 ⁹ in professional fees, and suffered a net loss of $27,062 ¹⁰, as compared to 2025 in which the Company incurred operating expenses of $27,846 ¹¹, including $19,500 ¹² in professional fees, and suffered a net loss of $27,846 ¹³. As of March 31, 2026, the Company had no assets, total liabilities of $43,293 ¹⁴ and a deficit accumulated of $1,224,198 ¹⁵ compared to the year ended March 31, 2025 in which it had no assets, no liabilities and a deficit accumulated of $1,197,136 ¹⁶.

The Company's primary growth vector is to acquire, explore and develop natural resource properties in the United States, with a primary focus on gold. The Company does not expect to engage in exploration for properties but rather expects to acquire a property for which permits, a mining plan and historical information exists and about which at least some geological, geochemical and geophysical information is available. If the Company identifies a property that due diligence reveals may possess reserve potential that it is unable to acquire or develop on its own, it may enter into a joint venture with one or more partners to develop a property, and it may buy and sell properties in any phase of development to maximize earnings, including before it commences producing on a property.

The Company's growth strategy also includes potentially acquiring rights to properties that may have mineralization or mineral resources or reserves of other types of minerals beyond gold. The Company may acquire, develop and operate mining properties either alone or with partners, and to the extent that it identifies a property that demonstrates proven reserves, it may enter into joint ventures with mid-tier and large senior mining companies to develop the property or sell or lease the property to a major mining company, which could provide a nearer term return on investment for the Company and stockholders and provide it with capital to fund future operations.

The Company does not discuss specific margin or cost outlook targets in the filing.

The Company currently has no employees other than its sole officer and director, and it does not intend to have any full-time employees until it acquires a mining property. The Company expects to retain geologists, consultants, mining and operations specialists and other personnel as necessary and warranted to assess resource and reserve analysis, mineability and to conduct mining operations.

The Company does not discuss specific R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy with exact figures in the filing. The Company has never declared or paid cash dividends on its capital stock and currently intends to retain all available funds and any future earnings for use in the operation of its business and does not anticipate paying any cash dividends in the foreseeable future.

The Company's ability to achieve its objective is predicated on its ability to raise funds to finance its operations, and it can provide investors with no assurance that it will obtain financing to commence operations and acquire a property or that it will produce commercially exploitable reserves from any property it may acquire. The Company currently has no cash resources and is dependent upon advances under the Drawdown Promissory Note, additional related-party funding or other financing to satisfy its ongoing reporting, corporate and administrative expenses, and because BGS is not obligated to approve any requested advance, there can be no assurance that additional funds will be available under the Drawdown Promissory Note when needed or at all.

The Company faces significant structural headwinds including that its management has inexperience in the mining industry, the difficulties it will encounter in identifying and completing due diligence on mining properties and negotiating deals to acquire mining properties at attractive valuations, and the substantial risks associated with mining operations including risks to life and property, many of which are uninsurable. The Company also faces risks associated with navigating governmental regulations and obtaining and maintaining permits required to conduct operations, costs associated with complying with governmental regulations including environmental regulations, and the impact that changes in federal and state legislation including changes in mining taxes and royalties payable to governments could have on its operations and revenues.

The Company's ability to continue as a going concern is dependent on its ability to obtain capital from its affiliate to fund operations, to generate cash from the sale of securities and, ultimately, to enter into revenue generating operations, and as of March 31, 2026, the Company had no assets ¹⁷ and a deficit accumulated of $1,224,198 ¹⁸. The Company is a shell company as defined by SEC rules, which subjects it to restrictions on its use of Form S-8 to register stock and prevents its stockholders from relying on Rule 144 for resale of common stock until at least one year after it ceases to be a shell company, making it more difficult to attract additional capital. The Company's sole officer and director has other business interests and is not obligated to devote any specific number of hours to the Company's matters, creating potential conflicts of interest in diverting opportunities which would be appropriate for the Company to other entities. The Company has no employees other than its sole officer and director, and its management has inexperience in the mining industry, which increases the risk that it will be unable to successfully identify, acquire, or develop mining properties.

Management's message emphasizes that the Company is a natural resource company with an objective of acquiring, exploring and developing natural resource properties in the United States, with a primary focus on gold, and that the Company currently does not hold rights in any mining properties and does not engage in any substantive business operations or generate revenue from any sources. Management states that during the fiscal year ended March 31, 2026, the Company reviewed several potential acquisition targets, including an operating company currently producing gold in Alaska, but has not entered into any binding agreement to acquire any mining property or business, and there can be no assurance that any discussions will result in a transaction. The strategic priorities emphasized for the period ahead are raising sufficient capital to acquire an attractive mining property, identifying and conducting due diligence on mining properties in the U.S., and maintaining the Company's corporate existence and filing periodic reports under the Exchange Act.