Item 1.01. Entry into a Material Definitive Agreement.

Laredo Oil, Inc. (the "Company") has entered into a Securities Purchase Agreement, dated November 18, 2022 (the "Purchase Agreement"), pursuant to which the Company issued a convertible promissory note (the "Note") in the aggregate principal amount of $59,125 (including a $5,375 original issue discount). The Note is payable to JanBella Group, LLC (the "Lender"). The Note will accrue interest on the outstanding principal sum at the rate of 8.0% per annum. The Company may prepay the Note in full within 180 days following the issue date for (i) 110% of the then outstanding principal amount, plus accrued and unpaid interest, during the 120 days following the date the Note was issued, and (ii) 115% of the then outstanding principal amount, plus accrued and unpaid interest, beginning on the day that is 121 days following the date the Note was issued, and ending on the date that is 180 days following the date of the Note. The Note has a maturity date of November 18, 2023 and was funded November 22, 2022.

The Lender has the right to convert any amount due under the Note into shares the Company's common stock to be included in any qualified Regulation A Offering under the Securities Act of 1933 of the Company during the term of any such offering.

Beginning 180 days following the issuance of the Note, the Lender may convert the outstanding principal amount of the Note into shares of the Company's common stock at a conversion price equal to 75% of the average of the three lowest trading prices for the Company's common stock during the 15 trading days prior to the date of conversion.

The foregoing is a description of the material terms and conditions of the Purchase Agreement and the Note and is not a complete discussion of the Purchase Agreement or the Note. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Report Note, and the full text of the Note, a copy of which is attached as Exhibit 10.2 to this Report, each of which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.





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Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

Exhibit Securities Purchase Agreement executed by Laredo Oil, Inc. and 10.1 JanBella Group, LLC.



  Exhibit   Convertible Promissory Note executed by Laredo Oil, Inc.
10.2

Exhibit   Cover Page Interactive Data File (embedded within the Inline XBRL
104       document)






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