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.

© Edgar Online, source Glimpses