Gold River Productions, Inc.

Trans American Aquaculture, Inc. entered into a Securities Purchase Agreement on March 26, 2026, with GHS Investments LLC, providing immediate capital infusion of $59,000 through the sale of 59 shares of newly created Series D Preferred Stock at $1,000 per share, alongside 6 commitment shares and warrants to purchase 243,750,000 shares of common stock at a deeply discounted exercise price of $0.000161, expiring in 2031. This structure offers GHS significant upside potential via warrants covering 50% of the conversion shares from the preferred stock purchased, with full-ratchet anti-dilution protections that adjust the exercise price downward if the company issues cheaper securities in the future, potentially leading to substantial dilution of existing common shareholders. The Series D Preferred carries a stated value of $1,200 per share and accrues 8% annual dividends payable quarterly, either in cash—which may strain liquidity—or in additional preferred shares, further increasing the preferred stock overhang. Additional closings for up to 13 more Series D shares at GHS's option hinge on the company filing its overdue 10-K for fiscal 2025 and meeting equity conditions, signaling potential for more capital but under strict terms. The transaction was conducted as an unregistered private placement under Section 4(a)(2) and Rule 506 to an accredited investor, avoiding public market scrutiny but restricting resale without registration or exemption. For investors, this raises dilution risks from warrant exercises and conversions, while providing short-term funding likely earmarked for operations given the legal fee reimbursement component.