Item 1.01 Entry into a Material Definitive Agreement
On March 20, 2023, the Company entered into a Share Exchange Agreement with
Mid-Cal Ag Aviation Inc. ("Mid-Cal"), a California corporation, and the
shareholders of Mid-Cal pursuant to which the Company has agreed to acquire 100%
ownership of the outstanding shares of Mid-Cal stock in exchange for issuing a
total of 1,000,000 shares of the Company's common stock to be issued to the
shareholders of Mid-Cal. Kevin Morton and Bernadette Morton are the officers and
shareholders of Mid-Cal. The Share Exchange Agreement is subject to certain
terms and conditions, including the transfer of all intangible property
including without limitation all trademarks, service marks, brand names, logos,
customer lists and contracts owned by the Seller. The Company retains the right
to buy back the 1,000,000 shares at $1.00 per share, within 12 months following
execution of this Agreement, upon which Kevin and Bernadette Morton will
transfer of furniture, tools, machinery and equipment to the Company. The Share
Exchange Agreement also provides that the Company will retain Kevin Morton as
president and manager and that he will remain in said positions for at least 24
months as a condition to the Closing of the proposed acquisition.
A copy of the Share Exchange Agreement (without Annexes) is attached to this
Current Report as Exhibit 10.1.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Exhibit Description
Share Exchange Agreement between the TORtec Group Corporation,
10.1 Mid-Cal Ag Aviation Inc., and the Shareholders of Mid-Cal Ag
Aviation Inc., dated March 20, 2023.
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