iMine Corporation (OTCPK:JRVS.D) entered into an agreement to acquire RAC REAL ESTATE ACQUISITION CORP. for $0.44 million on June 30, 2022. iMine Corporation issued to the Shareholders a combined 100,000 shares of Series A Preferred Stock, par value of $0.001 per share in consideration for a combined 1,000 shares of RAC common stock, par value $0.001, held by Shareholders, which represents 100% of the issued and outstanding capital stock of RAC.

The sole asset of RAC valued of $0.5 million in cash. Under the terms of the Agreement iMine issued 33,334 Series A Preferred Stock to Gillen in exchange for his 334 shares of RAC common stock, 33,333 Series A Preferred Stock to Pittilloni in exchange for his 333 shares of RAC common stock, and 33,333 Series A Preferred Stock to Goodell in exchange for her 333 shares of RAC common stock. The transaction is subject to shareholders approval and Board of Directors of iMine, by unanimous consent, approved the deal and authorized the Certificate of Designation for 100,000 shares of its Series A Preferred Stock.

The closing of the Agreement was effective upon its execution on July 1, 2022. As a result, RAC became a wholly owned subsidiary of the Company. The $500,000 in funds held by RAC was generated through the sale of shares of its common stock as follows 334 shares to Gillen for gross proceeds of $0.16 million, 333 shares to Pittilloni for gross proceeds of $0.16 million, 333 shares to Goodell for gross proceeds of $0.16 million.

Pittilloni is a director of RAC and Goodell is a director and serves as Vice President of the RAC.