Item 1.01 Entry into a Material Definitive Agreement.
On November 18, 2021, the Board of Directors approved, and iMine Corporation
(the "Company") entered into and closed, a Debt Settlement Agreement (the
"Settlement Agreement") with Jose Maria Eduardo Gonzales Romero, a director and
the Company's Chief Executive Officer. The parties had previously entered into a
Loan and Security Agreement dated March 20, 2018 (the "Loan Agreement"), under
which Mr. Romero loaned $500,000 to the Company for the acquisition of computer
equipment and for operating capital. Under the terms of the Loan Agreement, the
outstanding principal and interest due was convertible into shares of common
stock of the Company at the rate of $0.02 per share. At the time of the
conversion, the Company owed $643,782, including interest in the amount of
$143,782, which he converted into 32,189,100 shares.
Under the terms of the Settlement Agreement, Mr. Romero agreed to accept the
32,189,100 shares into which his debt was converted in full satisfaction of all
outstanding obligations under the agreement. Mr. Romero granted the Company and
its management and affiliates a full release of any obligations under the Loan
Agreement, including release of the security interest granted in the assets of
the Company. The Settlement Agreement was made retroaction by the parties to
November 1, 2021.
Also on November 18, 2021, the Board of Directors authorized the issuance of
3,000,000 shares to Mr. Romero as compensation under his employment agreement
dated August 14, 2019, with the Company (the "Employment Agreement"). Under the
terms of the one-year Employment Agreement, the Company agreed to compensate him
with 3,000,000 shares of common stock for his services as chief executive
officer of the Company, the vesting of which shares was satisfied on May 10,
2020.
As a result of the above transactions, the Company had 74,498,053 shares of its
common stock issued and outstanding on November 17, 2021.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 regarding the issuance of common stock of
the Company is incorporated into this item.
The 3,000,000 shares issued to Mr. Romero as compensation, and the 32,189,100
shares issued upon the conversion under the Loan Agreement, were issued without
registration under the Securities Act by reason of the exemption from
registration afforded by the provisions of Section 4(a)(5) and Section 4(a)(2)
thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer
not involving any public offering. At the time of the issuance of the shares to
Mr. Romero, he was an accredited investor as defined in Regulation D by virtue
of his positions as a director and executive officer of the Company. No
underwriting discounts or commissions were paid in connection with the
transactions.
Item 5.01 Changes in Control of Registrant.
As a result of the issuance of the 3,000,000 shares of common stock to Mr.
Romero for compensation and the 32,189,100 issued upon conversion under the Loan
Agreement, Mr. Romero beneficially owns 35,189,100 shares of common stock or
approximately 47.2% of the outstanding shares and holds voting control of the
Company. As a majority shareholder, Mr. Romero has essential control of the
Company and holds the practical ability to elect all directors of the Company at
any meeting of the shareholders. The transactions, and consideration paid for
the shares, is disclosed under Item 1.01 above and hereby incorporated into this
item.
Prior to the transactions disclosed in this item, control of the Company was
believed to be held by the former CEO Chad Ulansky by virtue of 4,680,000 or
approximately 11.9% ownership of the issued and outstanding shares by him and
his position as principal executive officer. There are no arrangements or
understandings between Mr. Romero and Mr. Ulansky and their associates with
respect to election of directors or other matters.
Management has no knowledge of any arrangements, including any pledge by any
person of securities of the Company or any of its parents, the operation of
which may at a subsequent date result in a change in control of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information contained in Item 1.01 regarding the issuance of common stock of
the Company as compensation to Mr. Romero under the Employment Agreement is
incorporated into this item.
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