Item 1.01 Entry into a Material Definitive Agreement
On May 12, 2021, the Company, through its wholly-owned subsidiary Gold Billion
Global Limited ("GBL"), entered into a Share Sale Agreement in relation to
acquisition of the entire issued and paid-up share capital of Bio Resources
Limited (the "Share Sale Agreement") with Taipan International Limited, a
company incorporated under the laws of the Labuan, and Borneo Resources Limited,
a company incorporated under the laws of the Labuan, and other individuals.
Bio Resources Limited ("BRL") is the beneficial and/or registered proprietor of
the intellectual property known as "Catalytic Biofraction Process", which is a
slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass
wastes (empty fruit bunches or palm kernel shells) in temperature range of 350
degC to 500 degC to yield commercially valuable bio products: bio-oil, wood
vinegar (pyroligneous acid), biochar and bio-syngas. The intellectual property
is a second-generation pyrolysis process where non-food feedstock like the palm
biomass wastes is used as feedstock.
Under the terms of the Share Sale Agreement, the acquisition of the entire
issued and paid-up share capital of BRL, through the Company's wholly-owned
subsidiary GBL, was to be satisfied by the issuance of 321,500,000 shares of the
Company's restricted Common Stock, par value $0.001 per share (the "Common
Stock") at a price per share of $0.03, and the issuance of promissory notes to
17 lenders (the "Lenders") each with a two-year term period for the agreed
principal amount of $20,355,000 (collectively the "Notes"). The completion of
the Share Sale Agreement is subject to all such acts necessary, including but
not limited to stock taking, auditing and due diligence exercise to ascertain
the valuation of BRL.
On January 20, 2022, the Company reached a mutual agreement with the Lenders of
the Notes to enter into a Supplement to Promissory Note, with each Lender,
including the Company's President and CEO, Jack Wong, to convert the total
principal loan amount of $20,355,000 into shares of the Company's restricted
Common Stock priced at $0.0611 per share, which represents the last ninety (90)
days' volume weighted average price (VWAP) as of the market closing of January
19, 2022. The Company and the Lenders further agreed that the actual date for
the allotment and issue of new shares of the Company's restricted Common Stock
shall be confirmed in a subsequent written agreement. The acquisition of BRL was
consummated on October 12, 2022.
On December 7, 2022, the Company entered into a Supplementary Agreement to
Promissory Note with the Lenders to convert the total principal loan amount of
$20,355,000 into shares of the Company's restricted Common Stock at the agreed
conversion price of $0.0611 per share on or before December 9, 2022.
Item 3.02 Unregistered Sales of Equity Securities
On December 7, 2022 the Company agreed to issue 333,142,389 shares of the
Company's restricted Common Stock, at the price of $0.0611 per share, to the 17
Lenders, including the Company's President and CEO, Jack Wong, referenced in
Item 1.01 above, in satisfaction of 17 promissory notes with an aggregate
principal amount of $20,355,000. The shares were issued in reliance upon
exemptions from registration pursuant to Section 4(2) of the Securities Act of
1933 (the "33 Act") and Regulation D Section 506(b) promulgated under the '33
Act.
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