GURE · Gulf Resources, Inc.

Gulf Resources, Inc. executed four separate private placement agreements across January and March 2026, collectively issuing 274,000 new shares of common stock—equivalent to about 18% of its shares outstanding as of year-end 2025—to four individual investors based in Shouguang City, Shandong Province. This significant dilution aims explicitly to boost the company's liquidity and market value, as stated in the filing. Pricing was investor-friendly: the initial January 26 deal offered shares at a 90% discount to the five-day average closing price, yielding US$246,330 for 69,000 shares, while the March agreements provided steeper 15% discounts off the immediately preceding day's Nasdaq close, raising US$267,750, US$275,800, and US$246,000 respectively for 75,000, 70,000, and 60,000 shares. Funds are designated solely for operational development, with investors gaining standard shareholder rights, information access, and supervision over fund use. Key protections include a six-month lock-up on share transfers, five-year confidentiality post-termination, and 10% liquidated damages for breaches, escalating to full loss compensation if exceeded. Disputes resolve via consultation, then local courts or arbitration in Shandong. These unregistered securities, per Item 3.02, underscore rapid capital infusion needs, potentially signaling strategic growth initiatives or liquidity constraints, with full terms in Exhibits 10.1 (January template) and 10.2 (March template). Investors should note the dilution impact on existing ownership and earnings per share.