ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
On
On
The cancellation was processed on
The foregoing description of the terms and conditions of the Bonsu Release and Settlement Agreement does not purport to be a complete description thereof and is qualified in its entirety by reference to the full text of the Bonsu Release and Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
Additionally, on
On
The foregoing description of the terms and conditions of the Somuah Release and Settlement Agreement does not purport to be a complete description thereof and is qualified in its entirety by reference to the full text of the Somuah Release and Settlement Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated by reference into this Item 1.01.
Capitalization Table
Based on the cancellations and assignments as set forth above, the following
table sets forth certain information regarding the Company's common stock
beneficially owned on
Page 2 of 5 Taking into account the cancellations and assignment as set forth herein, atApril 28, 2022 , 47,994,825 shares of the Company's common stock were outstanding. Amount and Nature of Percentage Beneficial of Name and Address of Beneficial Owner(1) Ownership Class%(7) Naana Asante, CEO and Director(2) 26,000,000 54.17 % Mario Beckles - - Samuel Andrews - - All Directors and Executive Officers as a Group 26,000,000 54.17 % 5%+ ShareholdersDiego Manfredi (3) Fracc Selvanova M 7 L20Calle Areno , No Ext Depto 703-1Condominio Coto 7 CP 77723 Zona Urbana B, Solidaridad 3,250,000 6.77 %
3,000,000 6.25 %Confederate Capital LLC (5) 401 Ryland street. STE 200-A Reno NV 89502 3,500,000 7.29 % 1623662 Alberta Inc.(6) 12 Strathbury Place SW Calgary 2,500,000 5.21 % AB T3H1M7 ____________
(1) Applicable percentage of ownership is based on 47,994,825 shares of common
stock outstanding on
shareholders can be reached at mailing address
PMB 38, Ste 100,
(2)
of Directors, she received the shares a part of the Share Exchange Agreement between the Company andGuskin Gold Corporation of which she was a former shareholder and per the Release and Settlement Agreement withEdward Somuah .
(3)
between the Company and
shareholder.
(4)
Agreement between the Company and
former shareholder.
these shares as he is a director of
(5)
Agreement between the Company andGuskin Gold Corporation of which it was a former shareholder.Kevin Wright has voting and dispositive control over these shares as he is the sole-officer and director ofConfederate Capital LLC .
(6) 1623662
promissory note dated
control over these shares as he is the sole-officer and director.
(7) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock outstanding onApril 28, 2022 . Page 3 of 5
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.
Exhibit Number Description of Exhibit 10.01 Bonsu Release and Settlement Agreement (1) 10.02 Somuah Release and Settlement Agreement (1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ___________________ (1) Filed herewith.
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