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M-Strata, LLC (“Seller”) agreed to forgive all of the outstanding debt owed to it by Company due to the fact that Company was unable to pay said debt. Said outstanding debt owed by Company to Seller exceeded $254,000.
? Seller will transfer to Company the ownership and title to nine mining claims located in or near Panaca, Nevada known as Eagle 3,4,5,6,7,8 9,10, and 11 upon closing of the transaction which is scheduled prior to the end of November, 2017.
? Company will issue to Seller or its assigns, 67,500,000 shares of unregistered common stock from the treasury of Company. Seller made no representation or warranty to Company as to the value of any of the mining claims transferred to Company. Any value assigned to the mining claims by Company, for financial reporting purposes, are based on evaluations of Company and its officers and directors only and not based on any evaluation made by Seller. Company acknowledged that Seller has advised it that Seller has not conducted any evaluations of the value of the said mining claims transferred and has also advised Company that Seller has not formed an opinion as to the value of said nine mining claims transferred. (This transaction eliminates the Company from having to pay $10,800 per month for a minimum purchase of Excelerite each month, which the Company is unable to pay.
? Company shall issue to Seller, or its assigns, 3,000,000 shares of unregistered common stock and Seller shall agreed to cancel outstanding debt owed by Company to Seller (which Company does not have the ability to pay) and which amounts to in excess of $254,000.
*****Insiders will most likely sell their shares after the stock rises in order to pay a company debt of $254,000.
