Item 1.01. Entry into a Material Definitive Agreement.

King Resources, Inc., a Delaware corporation (the "Company", "we" or "us"), entered into an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC, a Nevada limited liability company ("Investor"), pursuant to which the Investor agreed to invest up to Twenty Million Dollars ($20,000,000) during the commitment period in accordance with the terms and conditions of that certain Equity Purchase Agreement, dated as of June 21, 2022, by and between us and the Investor (the "Equity Purchase Agreement"). During the commitment period, the Company shall be entitled to put to the Investor, and the Investor shall be obligated to purchase, such number of shares of the Company's common stock and at such price as are determined in accordance with the Equity Purchase Agreement. The per share purchase price for the Williamsburg Put Shares will be equal to 88% the lowest traded price of the Common Stock on the principal market during the five (5) consecutive trading days immediately preceding the date which Williamsburg received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg Finance L.P., Quotestream, or other reputable source). The Company became obligated to issue to the Investor 525,000,000 shares of its Common Stock as consideration for the Investor's performance of its obligations hereunder.

In connection with the Equity Purchase Agreement, the parties also entered into a Registration Rights Agreement (the "Registration Rights Agreement") pursuant to which the Company agreed to register with the SEC the common stock issuable under the Equity Purchase Agreement, among other securities. We agreed to use our best efforts to file such registration statement with the SEC.

The foregoing descriptions of the Equity Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the Investment Agreement and the Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits






(c) Exhibits

Exhibit No. Exhibit Description



10.1          Equity Purchase Agreement, dated 21, 2022, by and between King
            Resources, Inc., and Williamsburg Venture Holdings, LLC
10.2          Registration Rights Agreement, dated 21, 2022, by and between King
            Resources, Inc., and Williamsburg Venture Holdings, LLC
104         Cover Page Interactive Data File (embedded within the inline XBRL
            document).








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