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    CWRK   US23131W1036

CURRENCYWORKS INC.

(CWRK)
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CURRENCYWORKS INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

05/06/2021 | 05:17pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

Effective as of May 5, 2021, we loaned $400,000 to Fogdog Energy Solutions Inc. pursuant to convertible promissory note. The note bears interest at a rate of 4% per annum and comes due on May 5, 2022. The note may not be prepaid without the written consent of our company.

In the event that, prior to the maturity date of the note, Fogdog consummates a bona fide equity financing, with the principal purpose of raising capital pursuant to which Fogdog issues shares of its capital stock with aggregate gross proceeds of not less than $1,000,000, then the outstanding principal amount due under the note, plus all accrued and unpaid interest, will automatically convert into equity securities of Fogdog being issued in such financing at a price equal to the lesser of (i) eighty percent (80%) of the price of the securities offered in such financing and (ii) $2,222,222 divided by the aggregate number of outstanding common shares of Fogdog immediately prior to such financing.

If the note has not been converted pursuant to such an equity financing prior to the maturity date, then we may, in our sole discretion, elect to convert the outstanding principal amount due under the note, plus all accrued and unpaid interest, into shares at a price equal to $2,222,222 divided by the aggregate number of outstanding common shares of Fogdog immediately prior to such financing.

If Fogdog consummates a change of control at any time while the note remains outstanding and prior to the date of an equity financing, we may in our sole discretion, elect (i) be paid an amount equal to one times (1X) the outstanding principal amount due under the note plus all accrued and unpaid interest in cash, or (ii) be issued the equity securities that we would have received if we have converted on the occurrence of a bona fide equity financing.

In the event that we elect not to complete a further investment into Fogdog upon Fogdog completing the certain agreed upon deliverables and we complete an investment of either debt or equity into a competitive green energy technology company, then Fogdog shall have the right to request that our company deliver the shares that it received from any conversion of this note for cancellation in exchange for Fogdog delivering a promissory note to our company for the full outstanding amount, which promissory note will be repayable in 60 monthly installments and will bear interest at a rate of 8% per annum.

Our chief financial officer, secretary and treasurer, Swapan Kakumanu, is a director, chief financial officer and a shareholder of Fogdog.

Item 7.01 Regulation FD Disclosure.

A news release dated May 5, 2021 is furnished herewith.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this current report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.



(d)    Exhibits

10.1     Convertible Promissory Note with Fogdog Energy Solutions Inc. dated May
       5, 2021.

99.1     News Release dated May 5, 2021

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 0,19 M - -
Net income 2020 -4,01 M - -
Net Debt 2020 1,43 M - -
P/E ratio 2020 -4,03x
Yield 2020 -
Capitalization 42,5 M 42,5 M -
EV / Sales 2019 11,6x
EV / Sales 2020 85,3x
Nbr of Employees 2
Free-Float 93,0%
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Income Statement Evolution
Managers and Directors
Bruce Elliott President & Chief Executive Officer
Swapan Kakumanu Chief Financial Officer, Secretary & Treasurer
Cameron Chell Non-Executive Chairman
James P. Geiskopf Lead Independent Director
Edmund C. Moy Independent Director
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