INCEPTION MINING INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On January 12, 2023, Inception Mining, Inc. (the "Company") entered into a non-binding Letter of Intent (the "LOI") with Mother Lode Mining, Inc. ("MLM"). The LOI became binding on January 24, 2023.

Pursuant to the terms of the LOI, the Company agreed to sell all of the shares of its wholly-owned subsidiary, Compañía Minera Cerros Del Sur, S.A. de C.V. ("CMCS"), to MLM. CMCS is the Honduran-based company that owns the Clavo Rico mine.

The purchase price for the sale of CMCS by the Company to MLM consisted of the following cash consideration (a) $280,000 was delivered by MLM to the Company on January 3, 2023 to pay outstanding debts owed by the Corporation; (b) $300,000 was delivered by MLM to the Company on January 5, 2023 to satisfy existing debts of the Company; (c) $1,200,000 was delivered by MLM to the Company on January 18, 2021, to pay a settlement amount for existing debt of the Company; (d) $500,000 was delivered by MLM to the Company on January 23, 2021, to satisfy existing debts of the Company; (e) $420,000 was delivered by MLM to the Corporation on January 24, 2023 to satisfy existing debts of the Corporation.

In addition to the amounts already delivered under the LOI, a remaining amount of $2,700,0000 shall be paid by MLM to the Company over a period of twenty-four (24) months (the "Monthly Payments"). The Monthly Payments shall be paid as follows: (i) $25,000 due March 1, 2023, (ii) $50,000 due on the first day of each of April, May and June 2023, and (iii) $100,000 due on the first day of each month for the following twenty months, until February 1, 2025 at which point all amounts due and payable hereunder shall be delivered in a final balloon payment. Outstanding balances and missed Monthly Payments will be secured by a 10% NSR on the Clavo Rico mine production until the Monthly Payments are delivered and the purchase price is paid in full. In addition to the Monthly Payments, the Company will receive a carried forward net profits interest royalty ("NPI") of 5% on the Clavo Rico mine production until the total NPI paid to the Company is $1,000,000, subject to limited conditions.

The foregoing description of the terms of the LOI is subject to, and qualified in its entirety by, the terms of the LOI, which is attached hereto as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosure in Item 2.01 below is incorporated by reference into this Item 1.01.

Pursuant to the LOI, the Company agreed to sell to MLM all of the shares of its wholly-owned subsidiary CMCS, including CMCS' interest in the Clavo Rico mine (the "Disposition"). The Disposition is to be considered effective by the parties as of January 24, 2023.

Item 9.01. Financial Statements and Exhibits.

(a) Pro Forma Financial Information

The unaudited pro forma financial statements of the Company giving effect to the Disposition under the LOI will be filed by

amendment not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.



Exhibit No.   Description

10.1            Letter of Intent with Mother Lode Mining, Inc.
104           Cover Page Interactive Data File (embedded within Inline XBRL
              document)

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