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$MANN Gold And Silver Exploration And Letter Intent Out To Acquire 2 Iron Ore Projects.
Presentation. https://manning-ventures.com/presentation/
$MANN Gold And Silver Exploration And Letter Intent Out To Acquire 2 Iron Ore Projects.
Presentation. https://manning-ventures.com/presentation/
$MANN
MANNING VENTURES
MULTI SECTOR EXPOSURE FOR MAXIMUM UPSIDE
Stock Info https://manning-ventures.com/stock-info/
Presentation https://manning-ventures.com/presentation/
Share Structure https://manning-ventures.com/share-structure/
News https://manning-ventures.com/news/
https://manning-ventures.com/iron-ore/
https://manning-ventures.com/flint/
https://manning-ventures.com/squid-east/
$MANN
MANNING VENTURES
MULTI SECTOR EXPOSURE FOR MAXIMUM UPSIDE
Stock Info https://manning-ventures.com/stock-info/
Presentation https://manning-ventures.com/presentation/
Share Structure https://manning-ventures.com/share-structure/
News https://manning-ventures.com/news/
https://manning-ventures.com/iron-ore/
https://manning-ventures.com/flint/
https://manning-ventures.com/squid-east/
$MANN
MANNING VENTURES
MULTI SECTOR EXPOSURE FOR MAXIMUM UPSIDE
Stock Info https://manning-ventures.com/stock-info/
Presentation https://manning-ventures.com/presentation/
Share Structure https://manning-ventures.com/share-structure/
News https://manning-ventures.com/news/
https://manning-ventures.com/iron-ore/
https://manning-ventures.com/flint/
https://manning-ventures.com/squid-east/
I saw that from your previous posts on the board hopefully some day you can cash in on some long term gains :)
Last I looked it was like .012 x .25
nearly no volume.
$MANN MANNING VENTURES INC. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE FLINT LAKE PROJECT AND AGREEMENT AMENDING TERMS OF SQUID EAST OPTION AGREEMENT
Vancouver, British Columbia – November 27, 2020 – Manning Ventures Inc. (the “Company” or “Manning”) (CSE: MANN) is pleased to announce that it has entered into an option agreement (the “Flint Lake Option Agreement”) dated November 25, 2020 with Metals Creek Resources Corp. (“MEK”) (TSXV:MEK), pursuant to which Manning has the option (the “Flint Lake Option”) to acquire 100% of MEK’s 81.3% interest in the Flint lake Property located in Ontario (the “Flint Lake Project”).
In order to exercise the Flint Lake Option, Manning must: (1) make cash payments to MEK of $145,000 over three years; (2) issue a total of 2,200,000 common shares of the Company to MEK over three years; and (3) incur work expenditures of $775,000 over three years. Upon exercise of the Flint Lake Option, MEK will retain a 1% NSR royalty, provided that Manning retains the right to purchase 50% of such NSR royalty from MEK upon payment of $500,000 at any time.
Manning is also pleased to announce that it has entered into an amending agreement dated November 25, 2020 (the “Squid East Amending Agreement”) to amend the terms of the option agreement dated September 26, 2018 (as amended by the first amending agreement dated November 1, 2019, the “Previous Squid East Option Agreement”) between Manning and MEK, pursuant to which Manning has the option (the “Squid East Option”) to acquire a 75% interest in MEK’s Squid East Property located in the northwest extension of the White Gold District, Yukon (the “Squid East Project”). As consideration for the amendments set out in the Squid East Amending Agreement, Manning has agreed to make a cash payment of $5,000 and issue 100,000 common shares to MEK.
The Squid East Amending Agreement amends the option exercise requirements in the Previous Squid East Option Agreement as follows:
Squid East Option Agreement Squid East Amending Agreement
Exploration Expenditures
1. $50,000 by December 31, 2020
2. $100,000 between January 1, 2021 and December 2021
3. $300,000 between January 1, 2022 and December 31, 2022
4. $700,000 between January 1, 2023 and December 31, 2023
1. $50,000 by December 31, 2021
2. $300,000 between January 1, 2022 and December 31, 2022
3. $700,000 between January 1, 2023 and December 31, 2023
Share Issuances
1. 600,000 common shares on or before the Company’s listing date
2. 600,000 common shares on or before December 31, 2020
1. 600,000 common shares on or before the Company’s listing date
2. 200,000 common shares on or before December 31, 2021
Cash Payments
1. $35,000 on or before the Company’s listing date
2. $30,000 on or before December 31, 2020
1. $35,000 on or before the Company’s listing date
2. $20,000 on or before December 31, 2021
Annual Advance Minimum Royalty Payments $100,000 beginning on May 31, 2021 and annually thereafter None.
The Previous Squid East Option Agreement, as amended by the Squid East Amending Agreement, is referred to as the “Squid East Option Agreement”.
Further details of the Previous Squid East Option Agreement are disclosed in the Company’s news release dated November 4, 2020. As of the date of this news release, Manning has made total cash payments of $35,000 and issued a total of 600,000 common shares to MEK under the Squid East Option Agreement.
The transactions set out in the Flint Lake Option Agreement and the Squid East Option Agreement (each, an “Option Agreement”) are subject to approval of the Canadian Securities Exchange and the TSX Venture Exchange.
About Manning Ventures Inc.
Manning is a British Columbia based company involved in the acquisition and exploration of copper-gold porphyry mineral properties, with a focus in Canada. Manning is a reporting issuer in British Columbia, Alberta and Ontario, and has its common shares listed for trading on the Canadian Securities Exchange under the symbol “MANN”. Manning has an option agreement with Metals Creek Resources Corp. on the Squid East Property in the Yukon, pursuant to which Manning has the option to acquire a 75% interest in the Squid East Property on the terms and conditions set out therein. Manning has an option agreement with Metals Creek Resources Corp. on the Flint Lake Property in Ontario, pursuant to which Manning has the option to acquire a 100% interest in the Flint Lake Property on the terms and conditions set out therein.
Contact Information
Manning Ventures Inc.
Zula Kropivnitski, Chief Financial Officer
Email: zkropivnitski@preaknessgroup.com
Telephone: (604) 681-0084
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the terms and conditions of the Option. Although Manning believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “postulate” and similar expressions, or are those, which, by their nature, refer to future events. Manning cautions investors that any forward-looking information provided by Manning is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: the agreement of the parties to proceed with the proposed transactions on the terms set out in each Option Agreement or at all; Manning’s ability to exercise the Flint Lake Option and/or the Squid East Option (each, an “Option”); the state of the financial markets for Manning’s securities; the state of the natural resources sector in the event any Option is completed; recent market volatility; circumstances related to COVID-19; Manning’s ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that Manning is unaware of at this time. The reader is referred to Manning’s initial public offering prospectus for a more complete discussion of applicable risk factors and their potential effects, copies of which may be accessed through Manning’s issuer page on SEDAR at www.sedar.com.
The forward-looking statements contained in this press release are made as of the date of this press release. Manning disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
$MANN MANNING VENTURES INC. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE FLINT LAKE PROJECT AND AGREEMENT AMENDING TERMS OF SQUID EAST OPTION AGREEMENT
Vancouver, British Columbia – November 27, 2020 – Manning Ventures Inc. (the “Company” or “Manning”) (CSE: MANN) is pleased to announce that it has entered into an option agreement (the “Flint Lake Option Agreement”) dated November 25, 2020 with Metals Creek Resources Corp. (“MEK”) (TSXV:MEK), pursuant to which Manning has the option (the “Flint Lake Option”) to acquire 100% of MEK’s 81.3% interest in the Flint lake Property located in Ontario (the “Flint Lake Project”).
In order to exercise the Flint Lake Option, Manning must: (1) make cash payments to MEK of $145,000 over three years; (2) issue a total of 2,200,000 common shares of the Company to MEK over three years; and (3) incur work expenditures of $775,000 over three years. Upon exercise of the Flint Lake Option, MEK will retain a 1% NSR royalty, provided that Manning retains the right to purchase 50% of such NSR royalty from MEK upon payment of $500,000 at any time.
Manning is also pleased to announce that it has entered into an amending agreement dated November 25, 2020 (the “Squid East Amending Agreement”) to amend the terms of the option agreement dated September 26, 2018 (as amended by the first amending agreement dated November 1, 2019, the “Previous Squid East Option Agreement”) between Manning and MEK, pursuant to which Manning has the option (the “Squid East Option”) to acquire a 75% interest in MEK’s Squid East Property located in the northwest extension of the White Gold District, Yukon (the “Squid East Project”). As consideration for the amendments set out in the Squid East Amending Agreement, Manning has agreed to make a cash payment of $5,000 and issue 100,000 common shares to MEK.
The Squid East Amending Agreement amends the option exercise requirements in the Previous Squid East Option Agreement as follows:
Squid East Option Agreement Squid East Amending Agreement
Exploration Expenditures
1. $50,000 by December 31, 2020
2. $100,000 between January 1, 2021 and December 2021
3. $300,000 between January 1, 2022 and December 31, 2022
4. $700,000 between January 1, 2023 and December 31, 2023
1. $50,000 by December 31, 2021
2. $300,000 between January 1, 2022 and December 31, 2022
3. $700,000 between January 1, 2023 and December 31, 2023
Share Issuances
1. 600,000 common shares on or before the Company’s listing date
2. 600,000 common shares on or before December 31, 2020
1. 600,000 common shares on or before the Company’s listing date
2. 200,000 common shares on or before December 31, 2021
Cash Payments
1. $35,000 on or before the Company’s listing date
2. $30,000 on or before December 31, 2020
1. $35,000 on or before the Company’s listing date
2. $20,000 on or before December 31, 2021
Annual Advance Minimum Royalty Payments $100,000 beginning on May 31, 2021 and annually thereafter None.
The Previous Squid East Option Agreement, as amended by the Squid East Amending Agreement, is referred to as the “Squid East Option Agreement”.
Further details of the Previous Squid East Option Agreement are disclosed in the Company’s news release dated November 4, 2020. As of the date of this news release, Manning has made total cash payments of $35,000 and issued a total of 600,000 common shares to MEK under the Squid East Option Agreement.
The transactions set out in the Flint Lake Option Agreement and the Squid East Option Agreement (each, an “Option Agreement”) are subject to approval of the Canadian Securities Exchange and the TSX Venture Exchange.
About Manning Ventures Inc.
Manning is a British Columbia based company involved in the acquisition and exploration of copper-gold porphyry mineral properties, with a focus in Canada. Manning is a reporting issuer in British Columbia, Alberta and Ontario, and has its common shares listed for trading on the Canadian Securities Exchange under the symbol “MANN”. Manning has an option agreement with Metals Creek Resources Corp. on the Squid East Property in the Yukon, pursuant to which Manning has the option to acquire a 75% interest in the Squid East Property on the terms and conditions set out therein. Manning has an option agreement with Metals Creek Resources Corp. on the Flint Lake Property in Ontario, pursuant to which Manning has the option to acquire a 100% interest in the Flint Lake Property on the terms and conditions set out therein.
Contact Information
Manning Ventures Inc.
Zula Kropivnitski, Chief Financial Officer
Email: zkropivnitski@preaknessgroup.com
Telephone: (604) 681-0084
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the terms and conditions of the Option. Although Manning believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “postulate” and similar expressions, or are those, which, by their nature, refer to future events. Manning cautions investors that any forward-looking information provided by Manning is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: the agreement of the parties to proceed with the proposed transactions on the terms set out in each Option Agreement or at all; Manning’s ability to exercise the Flint Lake Option and/or the Squid East Option (each, an “Option”); the state of the financial markets for Manning’s securities; the state of the natural resources sector in the event any Option is completed; recent market volatility; circumstances related to COVID-19; Manning’s ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that Manning is unaware of at this time. The reader is referred to Manning’s initial public offering prospectus for a more complete discussion of applicable risk factors and their potential effects, copies of which may be accessed through Manning’s issuer page on SEDAR at www.sedar.com.
The forward-looking statements contained in this press release are made as of the date of this press release. Manning disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
$MANN MANNING VENTURES INC. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE FLINT LAKE PROJECT AND AGREEMENT AMENDING TERMS OF SQUID EAST OPTION AGREEMENT
Vancouver, British Columbia – November 27, 2020 – Manning Ventures Inc. (the “Company” or “Manning”) (CSE: MANN) is pleased to announce that it has entered into an option agreement (the “Flint Lake Option Agreement”) dated November 25, 2020 with Metals Creek Resources Corp. (“MEK”) (TSXV:MEK), pursuant to which Manning has the option (the “Flint Lake Option”) to acquire 100% of MEK’s 81.3% interest in the Flint lake Property located in Ontario (the “Flint Lake Project”).
In order to exercise the Flint Lake Option, Manning must: (1) make cash payments to MEK of $145,000 over three years; (2) issue a total of 2,200,000 common shares of the Company to MEK over three years; and (3) incur work expenditures of $775,000 over three years. Upon exercise of the Flint Lake Option, MEK will retain a 1% NSR royalty, provided that Manning retains the right to purchase 50% of such NSR royalty from MEK upon payment of $500,000 at any time.
Manning is also pleased to announce that it has entered into an amending agreement dated November 25, 2020 (the “Squid East Amending Agreement”) to amend the terms of the option agreement dated September 26, 2018 (as amended by the first amending agreement dated November 1, 2019, the “Previous Squid East Option Agreement”) between Manning and MEK, pursuant to which Manning has the option (the “Squid East Option”) to acquire a 75% interest in MEK’s Squid East Property located in the northwest extension of the White Gold District, Yukon (the “Squid East Project”). As consideration for the amendments set out in the Squid East Amending Agreement, Manning has agreed to make a cash payment of $5,000 and issue 100,000 common shares to MEK.
The Squid East Amending Agreement amends the option exercise requirements in the Previous Squid East Option Agreement as follows:
Squid East Option Agreement Squid East Amending Agreement
Exploration Expenditures
1. $50,000 by December 31, 2020
2. $100,000 between January 1, 2021 and December 2021
3. $300,000 between January 1, 2022 and December 31, 2022
4. $700,000 between January 1, 2023 and December 31, 2023
1. $50,000 by December 31, 2021
2. $300,000 between January 1, 2022 and December 31, 2022
3. $700,000 between January 1, 2023 and December 31, 2023
Share Issuances
1. 600,000 common shares on or before the Company’s listing date
2. 600,000 common shares on or before December 31, 2020
1. 600,000 common shares on or before the Company’s listing date
2. 200,000 common shares on or before December 31, 2021
Cash Payments
1. $35,000 on or before the Company’s listing date
2. $30,000 on or before December 31, 2020
1. $35,000 on or before the Company’s listing date
2. $20,000 on or before December 31, 2021
Annual Advance Minimum Royalty Payments $100,000 beginning on May 31, 2021 and annually thereafter None.
The Previous Squid East Option Agreement, as amended by the Squid East Amending Agreement, is referred to as the “Squid East Option Agreement”.
Further details of the Previous Squid East Option Agreement are disclosed in the Company’s news release dated November 4, 2020. As of the date of this news release, Manning has made total cash payments of $35,000 and issued a total of 600,000 common shares to MEK under the Squid East Option Agreement.
The transactions set out in the Flint Lake Option Agreement and the Squid East Option Agreement (each, an “Option Agreement”) are subject to approval of the Canadian Securities Exchange and the TSX Venture Exchange.
About Manning Ventures Inc.
Manning is a British Columbia based company involved in the acquisition and exploration of copper-gold porphyry mineral properties, with a focus in Canada. Manning is a reporting issuer in British Columbia, Alberta and Ontario, and has its common shares listed for trading on the Canadian Securities Exchange under the symbol “MANN”. Manning has an option agreement with Metals Creek Resources Corp. on the Squid East Property in the Yukon, pursuant to which Manning has the option to acquire a 75% interest in the Squid East Property on the terms and conditions set out therein. Manning has an option agreement with Metals Creek Resources Corp. on the Flint Lake Property in Ontario, pursuant to which Manning has the option to acquire a 100% interest in the Flint Lake Property on the terms and conditions set out therein.
Contact Information
Manning Ventures Inc.
Zula Kropivnitski, Chief Financial Officer
Email: zkropivnitski@preaknessgroup.com
Telephone: (604) 681-0084
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the terms and conditions of the Option. Although Manning believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “postulate” and similar expressions, or are those, which, by their nature, refer to future events. Manning cautions investors that any forward-looking information provided by Manning is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: the agreement of the parties to proceed with the proposed transactions on the terms set out in each Option Agreement or at all; Manning’s ability to exercise the Flint Lake Option and/or the Squid East Option (each, an “Option”); the state of the financial markets for Manning’s securities; the state of the natural resources sector in the event any Option is completed; recent market volatility; circumstances related to COVID-19; Manning’s ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that Manning is unaware of at this time. The reader is referred to Manning’s initial public offering prospectus for a more complete discussion of applicable risk factors and their potential effects, copies of which may be accessed through Manning’s issuer page on SEDAR at www.sedar.com.
The forward-looking statements contained in this press release are made as of the date of this press release. Manning disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
$MANN MANNING VENTURES INC. ENTERS LETTER OF INTENT TO ACQUIRE WABUSH IRON ORE INC.
Vancouver, British Columbia, January 18, 2021 – Manning Ventures Inc. (the “Company” or “Manning”) (CSE: MANN) is pleased to announce that it has entered into a letter of intent (the “Letter of Intent”) with Wabush Iron Ore Inc. (“Wabush”) which sets out the basic terms and conditions for the acquisition by the Company of all the issued and outstanding securities of Wabush in exchange for securities of the Company (the “Transaction”). Following the completion of the Transaction, Wabush will be a wholly-owned subsidiary of the Company.
About Wabush
Wabush is a privately held Company based in Vancouver, British Columbia. Wabush is the beneficial owner of two mineral properties located in the province of Quebec: (i) the Lac Simone Project, which includes 46 mineral claims totaling 2,399.99 hectares, and (ii) the Hope Lake Project, which includes 47 mineral claims totaling 2,477.09 hectares.
Proposed Transaction
Pursuant to the terms of the Letter of Intent, the Company will acquire 100% of the issued and outstanding securities of Wabush in exchange for securities of the Company. Wabush currently has approximately 10,000,000 common shares issued and outstanding (the “Wabush Shares”) and approximately 5,000,000 common share purchase warrants (the “Warrants”), held by the securityholders of Wabush (the “Wabush Securityholders”). As consideration for the Transaction, the Company will issue:
one common share in the capital of the Company for each Wabush Share acquired (the “Consideration Shares”), to the Wabush Securityholders on a pro-rata basis; and
one common share purchase warrant for each Wabush Warrant acquired (the “Consideration Warrants”, together with the Consideration Shares, the “Consideration Securities”), with the same terms as conditions as the Wabush Warrants, to the Wabush Securityholders on a pro-rata basis.
The Letter of Intent sets out certain terms and conditions pursuant to which the Transaction will be completed. The Transaction remains subject to certain closing conditions including, without limitation, (a) Wabush providing a technical report for the Lac Simone Project or the Hope Lake Project prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects, (b) the completion of customary due diligence, (c) the negotiation and execution of a definitive agreement on or before March 16, 2021, and (d) the receipt of all required regulatory and third party approvals and, if applicable, the approval of the shareholders of the Company and Wabush, respectively. There can be no guarantees that the Transaction will be completed as contemplated or at all.
The Consideration Securities will be issued under prospectus exemptions pursuant to National Instrument 45-106 – Prospectus and Registrations Exemptions (“NI 45-106”) of the Canadian Securities Administrators and may be subject to an applicable statutory hold period along with any escrow restrictions imposed under applicable securities laws.
Concurrent Financing
Prior to or concurrently with the closing of the Transaction, the Company will complete a financing to raise a minimum of CAD$1,500,000 (the “Concurrent Financing”). The Concurrent Financing will be completed by way of a private placement of common shares, subscription receipts or units of the Company in reliance on applicable prospectus exemptions pursuant to NI 45-106. Such final terms as pricing, structure, commission and/or finder’s fees in connection with the Concurrent Financing will be determined by the Company. The Company will provide further details regarding the Concurrent Financing in a subsequent news release.
About Manning
Manning is a British Columbia based company involved in the acquisition and exploration of copper-gold porphyry mineral properties, with a focus in Canada. Manning is a reporting issuer in British Columbia, Alberta and Ontario, and has its common shares listed for trading on the Canadian Securities Exchange under the symbol “MANN”. Manning has an option agreement with Metals Creek Resources Corp. (“Metals Creek”) on the Squid East Property in the Yukon, pursuant to which Manning has the option to acquire a 75% interest in the Squid East Property on the terms and conditions set out therein. Manning has an option agreement with Metals Creek on the Flint Lake Property in Ontario, pursuant to which Manning has the option to acquire a 100% interest in the Flint Lake Property on the terms and conditions set out therein.
For further information contact:
Manning Ventures Inc.
Zula Kropivnitski, Chief Financial Officer
Email: zkropivnitski@preaknessgroup.com
Telephone: (604) 681-0084
The Canadian Stock Exchange, nor its regulation service provider, accept responsibility for the adequacy or accuracy of this news release.
FORWARD LOOKING STATEMENTS:
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the Transaction is subject to a number of conditions, including receipt of appropriate regulatory approvals. The Transaction cannot close until all such conditions are satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.
All information contained in this news release with respect to the Company and Wabush was supplied by the parties, respectively, for inclusion herein, and the Company and its respective directors and officers have relied on Wabush for any information concerning such party.
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
$MANN MANNING VENTURES INC. ENTERS LETTER OF INTENT TO ACQUIRE WABUSH IRON ORE INC.
Vancouver, British Columbia, January 18, 2021 – Manning Ventures Inc. (the “Company” or “Manning”) (CSE: MANN) is pleased to announce that it has entered into a letter of intent (the “Letter of Intent”) with Wabush Iron Ore Inc. (“Wabush”) which sets out the basic terms and conditions for the acquisition by the Company of all the issued and outstanding securities of Wabush in exchange for securities of the Company (the “Transaction”). Following the completion of the Transaction, Wabush will be a wholly-owned subsidiary of the Company.
About Wabush
Wabush is a privately held Company based in Vancouver, British Columbia. Wabush is the beneficial owner of two mineral properties located in the province of Quebec: (i) the Lac Simone Project, which includes 46 mineral claims totaling 2,399.99 hectares, and (ii) the Hope Lake Project, which includes 47 mineral claims totaling 2,477.09 hectares.
Proposed Transaction
Pursuant to the terms of the Letter of Intent, the Company will acquire 100% of the issued and outstanding securities of Wabush in exchange for securities of the Company. Wabush currently has approximately 10,000,000 common shares issued and outstanding (the “Wabush Shares”) and approximately 5,000,000 common share purchase warrants (the “Warrants”), held by the securityholders of Wabush (the “Wabush Securityholders”). As consideration for the Transaction, the Company will issue:
one common share in the capital of the Company for each Wabush Share acquired (the “Consideration Shares”), to the Wabush Securityholders on a pro-rata basis; and
one common share purchase warrant for each Wabush Warrant acquired (the “Consideration Warrants”, together with the Consideration Shares, the “Consideration Securities”), with the same terms as conditions as the Wabush Warrants, to the Wabush Securityholders on a pro-rata basis.
The Letter of Intent sets out certain terms and conditions pursuant to which the Transaction will be completed. The Transaction remains subject to certain closing conditions including, without limitation, (a) Wabush providing a technical report for the Lac Simone Project or the Hope Lake Project prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects, (b) the completion of customary due diligence, (c) the negotiation and execution of a definitive agreement on or before March 16, 2021, and (d) the receipt of all required regulatory and third party approvals and, if applicable, the approval of the shareholders of the Company and Wabush, respectively. There can be no guarantees that the Transaction will be completed as contemplated or at all.
The Consideration Securities will be issued under prospectus exemptions pursuant to National Instrument 45-106 – Prospectus and Registrations Exemptions (“NI 45-106”) of the Canadian Securities Administrators and may be subject to an applicable statutory hold period along with any escrow restrictions imposed under applicable securities laws.
Concurrent Financing
Prior to or concurrently with the closing of the Transaction, the Company will complete a financing to raise a minimum of CAD$1,500,000 (the “Concurrent Financing”). The Concurrent Financing will be completed by way of a private placement of common shares, subscription receipts or units of the Company in reliance on applicable prospectus exemptions pursuant to NI 45-106. Such final terms as pricing, structure, commission and/or finder’s fees in connection with the Concurrent Financing will be determined by the Company. The Company will provide further details regarding the Concurrent Financing in a subsequent news release.
About Manning
Manning is a British Columbia based company involved in the acquisition and exploration of copper-gold porphyry mineral properties, with a focus in Canada. Manning is a reporting issuer in British Columbia, Alberta and Ontario, and has its common shares listed for trading on the Canadian Securities Exchange under the symbol “MANN”. Manning has an option agreement with Metals Creek Resources Corp. (“Metals Creek”) on the Squid East Property in the Yukon, pursuant to which Manning has the option to acquire a 75% interest in the Squid East Property on the terms and conditions set out therein. Manning has an option agreement with Metals Creek on the Flint Lake Property in Ontario, pursuant to which Manning has the option to acquire a 100% interest in the Flint Lake Property on the terms and conditions set out therein.
For further information contact:
Manning Ventures Inc.
Zula Kropivnitski, Chief Financial Officer
Email: zkropivnitski@preaknessgroup.com
Telephone: (604) 681-0084
The Canadian Stock Exchange, nor its regulation service provider, accept responsibility for the adequacy or accuracy of this news release.
FORWARD LOOKING STATEMENTS:
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the Transaction is subject to a number of conditions, including receipt of appropriate regulatory approvals. The Transaction cannot close until all such conditions are satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.
All information contained in this news release with respect to the Company and Wabush was supplied by the parties, respectively, for inclusion herein, and the Company and its respective directors and officers have relied on Wabush for any information concerning such party.
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
$MANN MANNING VENTURES INC. ENTERS LETTER OF INTENT TO ACQUIRE WABUSH IRON ORE INC.
Vancouver, British Columbia, January 18, 2021 – Manning Ventures Inc. (the “Company” or “Manning”) (CSE: MANN) is pleased to announce that it has entered into a letter of intent (the “Letter of Intent”) with Wabush Iron Ore Inc. (“Wabush”) which sets out the basic terms and conditions for the acquisition by the Company of all the issued and outstanding securities of Wabush in exchange for securities of the Company (the “Transaction”). Following the completion of the Transaction, Wabush will be a wholly-owned subsidiary of the Company.
About Wabush
Wabush is a privately held Company based in Vancouver, British Columbia. Wabush is the beneficial owner of two mineral properties located in the province of Quebec: (i) the Lac Simone Project, which includes 46 mineral claims totaling 2,399.99 hectares, and (ii) the Hope Lake Project, which includes 47 mineral claims totaling 2,477.09 hectares.
Proposed Transaction
Pursuant to the terms of the Letter of Intent, the Company will acquire 100% of the issued and outstanding securities of Wabush in exchange for securities of the Company. Wabush currently has approximately 10,000,000 common shares issued and outstanding (the “Wabush Shares”) and approximately 5,000,000 common share purchase warrants (the “Warrants”), held by the securityholders of Wabush (the “Wabush Securityholders”). As consideration for the Transaction, the Company will issue:
one common share in the capital of the Company for each Wabush Share acquired (the “Consideration Shares”), to the Wabush Securityholders on a pro-rata basis; and
one common share purchase warrant for each Wabush Warrant acquired (the “Consideration Warrants”, together with the Consideration Shares, the “Consideration Securities”), with the same terms as conditions as the Wabush Warrants, to the Wabush Securityholders on a pro-rata basis.
The Letter of Intent sets out certain terms and conditions pursuant to which the Transaction will be completed. The Transaction remains subject to certain closing conditions including, without limitation, (a) Wabush providing a technical report for the Lac Simone Project or the Hope Lake Project prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects, (b) the completion of customary due diligence, (c) the negotiation and execution of a definitive agreement on or before March 16, 2021, and (d) the receipt of all required regulatory and third party approvals and, if applicable, the approval of the shareholders of the Company and Wabush, respectively. There can be no guarantees that the Transaction will be completed as contemplated or at all.
The Consideration Securities will be issued under prospectus exemptions pursuant to National Instrument 45-106 – Prospectus and Registrations Exemptions (“NI 45-106”) of the Canadian Securities Administrators and may be subject to an applicable statutory hold period along with any escrow restrictions imposed under applicable securities laws.
Concurrent Financing
Prior to or concurrently with the closing of the Transaction, the Company will complete a financing to raise a minimum of CAD$1,500,000 (the “Concurrent Financing”). The Concurrent Financing will be completed by way of a private placement of common shares, subscription receipts or units of the Company in reliance on applicable prospectus exemptions pursuant to NI 45-106. Such final terms as pricing, structure, commission and/or finder’s fees in connection with the Concurrent Financing will be determined by the Company. The Company will provide further details regarding the Concurrent Financing in a subsequent news release.
About Manning
Manning is a British Columbia based company involved in the acquisition and exploration of copper-gold porphyry mineral properties, with a focus in Canada. Manning is a reporting issuer in British Columbia, Alberta and Ontario, and has its common shares listed for trading on the Canadian Securities Exchange under the symbol “MANN”. Manning has an option agreement with Metals Creek Resources Corp. (“Metals Creek”) on the Squid East Property in the Yukon, pursuant to which Manning has the option to acquire a 75% interest in the Squid East Property on the terms and conditions set out therein. Manning has an option agreement with Metals Creek on the Flint Lake Property in Ontario, pursuant to which Manning has the option to acquire a 100% interest in the Flint Lake Property on the terms and conditions set out therein.
For further information contact:
Manning Ventures Inc.
Zula Kropivnitski, Chief Financial Officer
Email: zkropivnitski@preaknessgroup.com
Telephone: (604) 681-0084
The Canadian Stock Exchange, nor its regulation service provider, accept responsibility for the adequacy or accuracy of this news release.
FORWARD LOOKING STATEMENTS:
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the Transaction is subject to a number of conditions, including receipt of appropriate regulatory approvals. The Transaction cannot close until all such conditions are satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.
All information contained in this news release with respect to the Company and Wabush was supplied by the parties, respectively, for inclusion herein, and the Company and its respective directors and officers have relied on Wabush for any information concerning such party.
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
$MANN Up From .12 To .46 Since January.
https://manning-ventures.com/stock-info/
$MANN Up From .12 To .46 Since January.
https://manning-ventures.com/stock-info/
$MANN Gold And Silver Exploration And Letter Intent Out To Acquire 2 Iron Ore Projects.
Presentation. https://manning-ventures.com/presentation/
$MANN Gold And Silver Exploration And Letter Intent Out To Acquire 2 Iron Ore Projects.
Presentation. https://manning-ventures.com/presentation/
$MANN Gold And Silver Exploration And Letter Intent Out To Acquire 2 Iron Ore Projects.
Presentation. https://manning-ventures.com/presentation/
$MOTS Starting a Position.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. __)
KISSES FROM ITALY INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
497787101
(CUSIP Number)
Denis Senecal
866 du Rivage
St-Antoine-Sur-Richelieu
Quebec, Canada J0L 1R0
(514)-945-1180
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 17, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 497787101
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Denis Senecal
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER
17,976,215
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
17,976,215
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,976,215
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%*
14 TYPE OF REPORTING PERSON (See Instructions)
IN
* Based on 153,562,335 shares of common stock which are outstanding as of December 15, 2020.
2
Item 1. Security and Issuer
This Statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of Kisses From Italy Inc., a Florida corporation (the “Issuer”). The principal executive offices of the Issuer are located at 80 SW 8th Street, Suite 2000, Miami, Florida 33130.
Item 2. Identity and Background
(a) This Schedule 13D is filed by Denis Senecal (the “Reporting Person”).
(b) The Reporting Person’s business address is 866 du Rivage, St-Antoine-Sur-Richelieu, Quebec, Canada J0L 1R0.
(c) The Reporting Person’s principal occupation is President of Demasar Management Inc. The name and address of the Reporting Person’s employer is Demasar Management, Inc., 866 du Rivage, St-Antoine-Sur-Richelieu, Quebec, Canada J0L 1R0
(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Considerations
On September 23, 2014, the Reporting Person purchased 100,000 shares of Common Stock in a private offering from personal funds for $10,000 pursuant to a subscription agreement with the Issuer.
On January 21, 2015, the Reporting Person purchased 100,000 shares of Common Stock from personal funds in a private offering for $10,000 pursuant to a subscription agreement with the Issuer.
On February 1, 2016, the Reporting Person purchased 250,000 shares of Common Stock from personal funds in a private offering for $25,000 pursuant to a subscription agreement with the Issuer.
On December 23, 2016, the Reporting Person purchased 50,000 shares of Common Stock from personal funds in a private offering for $5,000 pursuant to a subscription agreement with the Issuer.
The Reporting Person was issued 1,600,000 shares of Common Stock pursuant to a consulting agreement, dated March 23, 2016, between the Issuer and the Reporting Person for finance and marketing services provided to the Issuer by the Reporting Person.
3
The Reporting Person was issued 900,000 shares of Common Stock pursuant to a consulting agreement, dated September 3, 2019, between the Issuer and the Reporting Person for business development and franchise lead generation services provided to the Issuer by the Reporting Person.
The Reporting Person purchased 8% convertible debentures in the aggregate principal amount of $345,000 in a private offering with personal funds and received (i) an aggregate of 5,476,215 shares of Common Stock upon the conversion of principal and $20,074.52 of accrued interest thereon at a conversion price of $0.10 per share and (ii) 1,825,405 shares as a 50% share bonus for converting such debentures set forth below:
Investor Name Amount Interest Rate Investment Date Conversion Date Day Count Accrued Interest Investment + Accrued Interest Rounded Amount 50% Bonus Total Conversion Conversion Share Amount
Denis Senecal $10,000.00 0.08 03/12/18 2019-08-15 521 1,141.92 11,141.92 11,142.00 5,571.00 16,713.00 167,130.00
Denis Senecal $10,000.00 0.08 04/02/18 2019-08-15 500 1,095.89 11,095.89 11,096.00 5,548.00 16,644.00 166,440.00
Denis Senecal $10,000.00 0.08 04/27/18 2019-08-15 475 1,041.10 11,041.10 11,042.00 5,521.00 16,563.00 165,630.00
Denis Senecal $10,000.00 0.08 04/30/18 2019-08-15 472 1,034.52 11,034.52 11,035.00 5,517.50 16,552.50 165,525.00
Denis Senecal $25,000.00 0.08 05/25/18 2019-08-15 447 2,449.32 27,449.32 27,450.00 13,725.00 41,175.00 411,750.00
Denis Senecal $25,000.00 0.08 06/03/18 2019-08-15 438 2,400.00 27,400.00 27,400.00 13,700.00 41,100.00 411,000.00
Denis Senecal $25,000.00 0.08 06/13/18 2019-08-15 428 2,345.21 27,345.21 27,346.00 13,673.00 41,019.00 410,190.00
Denis Senecal $30,000.00 0.08 08/14/18 2019-08-15 366 2,406.58 32,406.58 32,407.00 16,203.50 48,610.50 486,105.00
Denis Senecal $20,000.00 0.08 08/24/18 2019-08-15 356 1,560.55 21,560.55 21,561.00 10,780.50 32,341.50 323,415.00
Denis Senecal $40,000.00 0.08 12/06/18 2019-08-15 252 2,209.32 42,209.32 42,210.00 21,105.00 63,315.00 633,150.00
Denis Senecal $25,000.00 0.08 01/10/19 2019-08-15 217 1,189.04 26,189.04 26,190.00 13,095.00 39,285.00 392,850.00
Denis Senecal $30,000.00 0.08 02/28/19 2019-08-15 168 1,104.66 31,104.66 31,105.00 15,552.50 46,657.50 466,575.00
Denis Senecal $5,000.00 0.08 07/15/19 2019-08-15 31 33.97 5,033.97 5,034.00 2,517.00 7,551.00 75,510.00
Denis Senecal $15,000.00 0.08 07/30/19 2019-08-15 16 52.60 15,052.60 15,053.00 7,526.50 22,579.50 225,795.00
Denis Senecal $15,000.00 0.08 08/12/19 2019-08-15 3 9.86 15,009.86 15,010.00 7,505.00 22,515.00 225,150.00
Denis Senecal $20,000.00 0.08 09/04/19 2019-09-04 - - 20,000.00 20,000.00 10,000.00 30,000.00 300,000.00
Denis Senecal $30,000.00 0.08 09/23/19 2019-09-23 - - 30,000.00 30,000.00 15,000.00 45,000.00 450,000.00
Item 4. Purpose of Transaction
The Reporting Person was issued 9,500,000 shares of Common Stock pursuant to the terms the terms of a distribution financing lead generation agreement between the Reporting Person and the Issuer, dated June 17, 2020, for services provided by the Reporting Person to the Issuer.
The shares of Common Stock acquired by the Reporting Person were acquired for investment purposes. Except as set forth herein, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. Any such future decisions will be made by the Reporting Person in light of the then current financial conditions and prospects of the Issuer, the market value of the Common Stock, the financial condition of the Reporting Person and other relevant factors.
Item 5. Interest in Securities of the Issuer
(a) As of December 15, 2020, the Reporting Person is deemed the beneficial owner of 17,976,215 shares of Common Stock representing 11.7% of the Common Stock based on 153,562,335 shares of Common Stock outstanding as of such date.
(b) The Reporting Person has the sole power to vote or to direct the vote and to dispose of or to direct the disposition of 17,976,215 shares of Common Stock.
4
(c) Except as described herein, during the past 60 days, the Reporting Person affected no transactions in shares of Common Stock.
(d) No other entity or person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock that are held by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other than set forth herein, to the best knowledge of the Reporting Person, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Consulting Agreement, dated March 23, 2016, between the Reporting Person and the Issuer
Exhibit 2 Consulting Agreement, dated September 3, 2019, between the Reporting Person and the Issuer
Exhibit 3 Form of Subscription Agreement and Investment Letter
Exhibit 4 Distribution Financing Lead Generation Agreement, dated June 17, 2020, between the Reporting Person and the Issuer (incorporated by reference to Exhibit 10.7 to the Issuer’s Current Report on Form 8-K filed with the SEC on June 23, 2020)
5
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
December 17, 2020
Date:
/s/ Denis Senecal
Denis Senecal
6
Exhibit 1
CONSULTING AGREEMENT
This Agreement is made and entered into this 23rd day of March, 2016, by and between Denis Senecal (the "Consultant"), and Kisses From Italy, Inc. (the "Company"), with its principal place of business located at 80 SW 8th St. Suite 2000, Miami, Florida, 33130, who hereby agree as follows.
R E C I T A L S
WHEREAS, the Company desires that Consultant provide to Company consulting services including, business development, franchise lead generation, realtor leads, location scouting and property leads for corporate owned and franchised locations; and
WHEREAS, the Company agrees to provide compensation for such services to Consultant pursuant to the terms contained hereinbelow.
NOW, THEREFORE, the parties do hereinafter agree as follows:
1. Duties of Consultant. The Company hereby retains the Consultant to perform those duties delineated below and Consultant agrees to perform the following activities on behalf of the Company:
a. Business Development; It is intended that the Consultant will act as a business development and financial advisor on behalf of the Company. The Consultant will seek to introduce organizations and or individuals that will create business development opportunities, seeking to expand Client’s reach to new, international markets and increase revenue streams through product and brand recognition and exposure. This includes;
1. Business modeling and strategies
2. Strategic alliances
3. Introduction to related companies that can be potential acquisition targets.
4. Identifying potential Advisory Board Members
5. Introduction to Investment Banking contacts.
b. Franchise lead generation; whereby the Consultant agrees to build a portfolio of potential Franchisee contacts through lead generation by using the tools provided to them by the Company. This includes all social media and marketing platforms available to the Company as well as access to Company Officers and other Company resources, if deemed necessary by the Company.
c. The Consultant requires approval from the Company prior to engaging with a new social media and/or marketing platform.
d. All additional expenses that may be required must be approved prior to the expense being incurred.
e. All leads generated by the Consultant will be directly introduced to the Company’s management team and the Company’s dedicated Franchise representatives.
f. The Consultant cannot act as a liaison officer between the Company and potential Franchisee leads.
7
g. The Consultant agrees to discuss all Franchise marketing and sales strategies prior to beginning any sales and discovery phase. The Consultant must abide the all Company regulations outlined in the Companies Franchise Agreement. The Consultant is not authorized to negotiate any changes or make any modifications to the Franchise Agreement without prior approval from the Company.
h. The Consultant agrees to scout potential real estate locations for all corporate owned and potential franchised owned locations. The Consultant has the Company’s approval to contact the respective realtor that may be involved property rental or purchase.
i. The Consultant will abide by all property criteria and specifications set forth by the Company or any of the approved Company’s Franchisee.
j. The Consultant agrees during the course of this agreement, it is likely that each party will come into contact with confidential information crucial to the operation of each parties business. Such confidential information may include, without limitation: (i) business and financial information, (ii) business methods and practices, (iii) technology and technological strategies, (iv) marketing strategies and (v) other such information each Party deems as “Confidential Information”. By their signature below, each party agrees to keep in strict confidence all non-public information so long as it remains non-public, except to the extent disclosure is required by law, requested by any governmental or regulatory agency or body or to the extent that Consultants must disclose information to lenders and equity partners to obtain financing. Both parties agree not to use the confidential information disclosed to them for their own benefit, or for the benefit of any party with which the Consultant or the Company is affiliated. If this agreement is terminated, each party upon request will promptly return to the other party all documents, contracts, records, or other information received by it that disclose or embody confidential information of the other party.
These specific objectives may be altered, modified or revised based on Company's needs and available or new developments. Such objectives may be achieved through existing alternatives or a combination of such alternatives.
2. Compensation of Consultant.
a. Consultant agrees to provide the services described in Section 1, above, in consideration for the issuance of One Million Six Hundred Thousand (1,600,000) shares of the Company’s Common Stock plus expenses will be earned during the term of this Agreement. Such Common Stock shall be subject to that certain “piggyback” registration rights agreement, a copy of which is attached hereto and incorporated herein as Exhibit “A” as if set forth herein.
b. Company agrees that it is solely responsible for compensation to Consultant.
c. It is specifically acknowledged and understood by the parties hereto that Consultant is not a licensed broker-dealer, is not licensed by the Financial Industry Regulatory Agency (“FINRA”), or any other state or federal agency, nor is Consultant engaged in fund raising activities for its own account. However, in the event it is ever determined by the FINRA or any other federal or state agency having jurisdiction thereto that Consultant's compensation described herein falls within the jurisdiction of the FINRA compensation guidelines, Consultant agrees to restructure its compensation to be in compliance with the FINRA compensation regulations for public offerings. In such an event, Consultant shall be paid in warrants, options or such other securities of the Company agreeable to Consultant and such securities shall have the same aggregate net value when exercised that Consultant would have received in this Paragraph 2. In such event, the parties hereto hereby agree to execute and deliver to the other party such documentation necessary to preserve the rights and obligations contained herein.
8
3. Procedure for Payment of Consulting Fees. Except for the issuance of Consultant's Common Stock referenced in Paragraph 2(a), above, which shall be paid directly to Consultant by the Company, all fees and other compensation due Consultant herein shall be tendered at the closing of the applicable transaction. Prior to such closing, the Company shall provide written instructions to the closing agent (i.e. bank, investment banking entity, attorney, or such other entity which is responsible for arranging such closing and disseminating applicable funds to the Company), which shall include a complete description of the compensation due Consultant herein. A copy of such instructions shall also be provided to Consultant and Consultant shall confirm the balance of compensation and fees due to it by providing written confirmation to such closing agent prior to closing. In the event a dispute arises between the parties hereto regarding the amount of compensation due Consultant, such dispute shall be governed in accordance with the provisions of Paragraph 7, below. However, the Company agrees to place the maximum amount of compensation due Consultant herein into an escrow account with the closing agent, or such other party mutually agreeable to the parties hereto, until such time as all disputes have been adjudicated. Evidence of such adjudication shall be provided to such escrow agent, who, upon receipt of a certified copy of the relevant determination, shall release the applicable funds to Consultant pursuant to the determination.
4. Payment of Consideration After Termination. The Company agrees, in return for an introduction that results in financing to Company or such other business transaction acceptable to the Company with a party referred by Consultant, or any other source that can be directly tracked back to an introduction from Consultant, that Company will compensate Consultant. If this agreement is terminated by either party and any relevant funding, merger or acquisition is consummated with any referring party by the Company within twenty-four (24) months after such termination, the Company hereby acknowledges that Consultant shall be entitled to all compensation due herein.
5. Obligations of Company. The Company will provide Consultant with copies of all correspondence exchanged between Company and any third party referred by Consultant, either directly or indirectly, and Company will, in general, keep Consultant apprised in a timely fashion of the nature of any such proposed transactions between Company and any third party referred or introduced by Consultant.
6. Prior Relationships. This Agreement will not apply to a candidate which Consultant refers to Company if Company is engaged in negotiations prior to Consultant's referral. Company will notify Consultant in writing within three (3) days of any proposed introduction Consultant makes to Company with which Company is currently negotiating.
7. Mandatory Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
8. Term. The initial term of this Agreement is for a 2 year (24) month period and may be terminated by either party upon thirty (30) days advance written notice to the other prior to the expiration of this primary term. Otherwise, this Agreement shall renew itself for an additional term of like duration. Termination of this Agreement shall not terminate Consultant's fee or stock compensation, if earned during the period of this Agreement.
9. Authority to Act. The Company hereby represents and warrants that this Agreement has been approved by resolution of the Company's Board of Directors, a copy of which is attached hereto and the President of the Company has been authorized to execute this Agreement on behalf of the Company.
10. Indemnification. Company will indemnify and hold Consultant and its employees harmless from any and all claims arising from its activities as financial consultant to Company, except in the event the actions or inactions of the Consultant are deemed to involve gross negligence. Such indemnification shall include, but not be limited to, Consultant's attorneys fees.
9
11. Notice. Any notice required hereunder shall be complete upon certified mailing to that party at the address appearing herein, or at the address which shall from time to time be provided to the other party. The parties shall notify the other of any alteration or change in address hereinafter occurring.
12. Counterparts Facsimile Execution. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted electronically, including but not limited to transmission by facsimile machine or telecopier is to be treated as an original document. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party, an electronic transmission document is to be re-executed in original form by the parties who executed the same. No party may raise the use of electronic transmission as a defense to the enforcement of the Agreement or any amendment or other document executed in compliance with this Section.
13. Severability. If any provision, paragraph or subparagraph of this Agreement is adjudged by any court to be void or unenforceable in whole or in part, this adjudication shall not affect the validity of the remainder of the Agreement, including any other provision, paragraph or subparagraph. Each provision, paragraph or subparagraph of this Agreement is separable from every other provision, paragraph and subparagraph and constitutes a separate and distinct covenant.
14. Attorneys’ Fees. If a dispute arises between the parties hereto and such dispute can only be resolved by litigation then, in such case, the prevailing party in such litigation shall be entitled to recover all costs of such action, including but not limited to reasonable attorneys’ fees.
15. Governing Law. This Agreement shall be subject to and governed by the laws of the State of Florida.
16. Amendment. This Agreement may only be amended in writing, duly endorsed by the parties hereto.
IN WITNESS WHEREOF the parties have executed this Agreement effective the date first written above.
COMPANY: CONSULTANT:
KISSES FROM ITALY, INC.
By: /s/Claudio Ferri By: /s/Denis Senecal
Title: CEO and CFO Denis Senecal
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Exhibit 2
Consulting Agreement
DISTRIBUTION – FINANCING - LEAD GENERATION AGREEMENT
This Agreement is made and entered into this 3rd day of September 3, 2019, by and between Denis Senecal (the "Agent"), and Kisses From Italy, Inc. (the "Company"), with its principal place of business located at 80 SW 8th St. Suite 2000, Miami, Florida, 33130, who hereby agree as follows.
R E C I T A L S
WHEREAS, the Company desires that agent provide to Company services including, international business development, international franchise lead generation, realtor leads, location scouting and property leads for corporate owned and franchised locations for all international territories; and introduction
WHEREAS, the Company agrees to provide compensation for such services to Agent pursuant to the terms contained hereinbelow.
NOW, THEREFORE, the parties do hereinafter agree as follows:
1. Duties of Agent. The Company hereby retains the Agent to perform those duties delineated below and Agent agrees to perform the following activities on behalf of the Company:
a. Business Development; It is intended that the Agent will act as a business development and financial advisor on behalf of the Company. The Agent will seek to introduce organizations and or individuals that will create business development opportunities, seeking to expand Client’s reach to new, international markets and increase revenue streams through product and brand recognition and exposure. This includes;
1. Business modeling and strategies
2. Strategic alliances
3. Introduction to related companies that can be potential acquisition targets.
4. Identifying potential Advisory Board Members
5. Introduction to Investment Banking contacts.
b. Franchise lead generation; whereby the Agent agrees to build a portfolio of potential Franchisee contacts through lead generation by using the tools provided to them by the Company. This includes all social media and marketing platforms available to the Company as well as access to Company Officers and other Company resources, if deemed necessary by the Company.
c. Introduce the Company to institutional brokers and pension funds.
d. Analyzing strengths and weaknesses, as well as providing general strategy for its corporate communications and review the Company’s marketing materials and provide comments in order to make them effective for distribution to existing and potential investors.
e. Review business plans, corporate strategies and proposed financing transactions.
f. The Agent requires approval from the Company prior to engaging with a new social media and/or marketing platform.
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g. All additional expenses that may be required must be approved prior to the expense being incurred.
h. All leads generated by the Agent will be directly introduced to the Company’s management team and the Company’s dedicated Franchise representatives.
i. The Agent cannot act as a liaison officer between the Company and potential Franchisee leads.
j. The Agent agrees to discuss all Franchise marketing and sales strategies prior to beginning any sales and discovery phase. The Agent must abide the all Company regulations outlined in the Companies Franchise Agreement. The Agent is not authorized to negotiate any changes or make any modifications to the Franchise Agreement without prior approval from the Company.
k. The Agent agrees to scout potential real estate locations for all corporate owned and potential franchised owned locations. The Agent has the Company’s approval to contact the respective realtor that may be involved property rental or purchase.
l. The Agent will abide by all property criteria and specifications set forth by the Company or any of the approved Company’s Franchisee.
m. The Agent agrees during the course of this agreement, it is likely that each party will come into contact with confidential information crucial to the operation of each parties business. Such confidential information may include, without limitation: (i) business and financial information, (ii) business methods and practices, (iii) technology and technological strategies, (iv) marketing strategies and (v) other such information each Party deems as “Confidential Information”. By their signature below, each party agrees to keep in strict confidence all non-public information so long as it remains non-public, except to the extent disclosure is required by law, requested by any governmental or regulatory agency or body or to the extent that Agents must disclose information to lenders and equity partners to obtain financing. Both parties agree not to use the confidential information disclosed to them for their own benefit, or for the benefit of any party with which the Agent or the Company is affiliated. If this agreement is terminated, each party upon request will promptly return to the other party all documents, contracts, records, or other information received by it that disclose or embody confidential information of the other party.
These specific objectives may be altered, modified or revised based on Company's needs and available or new developments. Such objectives may be achieved through existing alternatives or a combination of such alternatives.
2. Compensation of Agent.
a. Agent agrees to provide the services described in Section 1, above, in consideration for the issuance of Nine-Hundred-Thousand (900,000) shares of the Company’s Common Stock plus expenses will be earned during the term of this Agreement. Such Common Stock shall be subject to that certain “piggyback” registration rights agreement, a copy of which is attached hereto and incorporated herein as Exhibit “A” as if set forth herein.
b. Company agrees that it is solely responsible for compensation to Agent.
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c. It is specifically acknowledged and understood by the parties hereto that Agent is not a licensed broker-dealer, is not licensed by the Financial Industry Regulatory Agency (“FINRA”), or any other state or federal agency, nor is Agent engaged in fund raising activities for its own account. However, in the event it is ever determined by the FINRA or any other federal or state agency having jurisdiction thereto that Agent's compensation described herein falls within the jurisdiction of the FINRA compensation guidelines, Agent agrees to restructure its compensation to be in compliance with the FINRA compensation regulations for public offerings. In such an event, Agent shall be paid in warrants, options or such other securities of the Company agreeable to Agent and such securities shall have the same aggregate net value when exercised that Agent would have received in this Paragraph 2. In such event, the parties hereto hereby agree to execute and deliver to the other party such documentation necessary to preserve the rights and obligations contained herein.
3. Procedure for Payment of Consulting Fees. Except for the issuance of Agent's Common Stock referenced in Paragraph 2(a), above, which shall be paid directly to Agent by the Company, all fees and other compensation due Agent herein shall be tendered at the closing of the applicable transaction. Prior to such closing, the Company shall provide written instructions to the closing agent (i.e. bank, investment banking entity, attorney, or such other entity which is responsible for arranging such closing and disseminating applicable funds to the Company), which shall include a complete description of the compensation due Agent herein. A copy of such instructions shall also be provided to Agent and Agent shall confirm the balance of compensation and fees due to it by providing written confirmation to such closing agent prior to closing. In the event a dispute arises between the parties hereto regarding the amount of compensation due Agent, such dispute shall be governed in accordance with the provisions of Paragraph 7, below. However, the Company agrees to place the maximum amount of compensation due Agent herein into an escrow account with the closing agent, or such other party mutually agreeable to the parties hereto, until such time as all disputes have been adjudicated. Evidence of such adjudication shall be provided to such escrow agent, who, upon receipt of a certified copy of the relevant determination, shall release the applicable funds to Agent pursuant to the determination.
4. Payment of Consideration After Termination. The Company agrees, in return for an introduction that results in financing to Company or such other business transaction acceptable to the Company with a party referred by Agent, or any other source that can be directly tracked back to an introduction from Agent, that Company will compensate Agent. If this agreement is terminated by either party and any relevant funding, merger or acquisition is consummated with any referring party by the Company within twenty-four (24) months after such termination, the Company hereby acknowledges that Agent shall be entitled to all compensation due herein.
5. Obligations of Company. The Company will provide Agent with copies of all correspondence exchanged between Company and any third party referred by Agent, either directly or indirectly, and Company will, in general, keep Agent apprised in a timely fashion of the nature of any such proposed transactions between Company and any third party referred or introduced by Agent.
6. Prior Relationships. This Agreement will not apply to a candidate which Agent refers to Company if Company is engaged in negotiations prior to Agent's referral. Company will notify Agent in writing within three (3) days of any proposed introduction Agent makes to Company with which Company is currently negotiating.
7. Mandatory Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
8. Term. The initial term of this Agreement is for a 5 years (60) month period and may be terminated by either party upon thirty (30) days advance written notice to the other prior to the expiration of this primary term. Otherwise, this Agreement shall renew itself for an additional term of like duration. Termination of this Agreement shall not terminate Agent's fee or stock compensation, if earned during the period of this Agreement.
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9. Authority to Act. The Company hereby represents and warrants that this Agreement has been approved by resolution of the Company's Board of Directors, a copy of which is attached hereto and the President of the Company has been authorized to execute this Agreement on behalf of the Company.
10. Indemnification. Company will indemnify and hold Agent and its employees harmless from any and all claims arising from its activities as financial Agent to Company, except in the event the actions or inactions of the Agent are deemed to involve gross negligence. Such indemnification shall include, but not be limited to, Agent's attorneys fees.
11. Notice. Any notice required hereunder shall be complete upon certified mailing to that party at the address appearing herein, or at the address which shall from time to time be provided to the other party. The parties shall notify the other of any alteration or change in address hereinafter occurring.
12. Counterparts Facsimile Execution. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted electronically, including but not limited to transmission by facsimile machine or telecopier is to be treated as an original document. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party, an electronic transmission document is to be re-executed in original form by the parties who executed the same. No party may raise the use of electronic transmission as a defense to the enforcement of the Agreement or any amendment or other document executed in compliance with this Section.
13. Severability. If any provision, paragraph or subparagraph of this Agreement is adjudged by any court to be void or unenforceable in whole or in part, this adjudication shall not affect the validity of the remainder of the Agreement, including any other provision, paragraph or subparagraph. Each provision, paragraph or subparagraph of this Agreement is separable from every other provision, paragraph and subparagraph and constitutes a separate and distinct covenant.
14. Attorneys’ Fees. If a dispute arises between the parties hereto and such dispute can only be resolved by litigation then, in such case, the prevailing party in such litigation shall be entitled to recover all costs of such action, including but not limited to reasonable attorneys’ fees.
15. Governing Law. This Agreement shall be subject to and governed by the laws of the State of Florida.
16. Amendment. This Agreement may only be amended in writing, duly endorsed by the parties hereto.
IN WITNESS WHEREOF the parties have executed this Agreement effective the date first written above.
KISSES FROM ITALY, INC. AGENT:
Michele Di Turi
By: /s/Michele DiTuri By: /s/Denis Senecal
Michele DiTuri Denis Senecal
President and co-Chief Executive Officer
80 SW 8th ST, Suite 2000
Miami, FL 33130
United States
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Exhibit 3
NEITHER THE DEBENTURES NOR THE SECURITIES UNDERLYING THE CONVERSION RIGHTS INCLUDED IN THE DEBENTURES OFFERED HEREIN HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT THE PROPOSED TRANSFER MAY BE MADE WITHOUT VIOLATION OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAW.
SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER
_____________, 2018
KISSES FROM ITALY, INC.
_________________________
_________________________
Gentlemen:
This Subscription Agreement and Investment Letter is submitted in connection with your offer and our subscription of _____________________ ($________) in principal amount for _____________ 8% Convertible Debentures (the “Debentures” or a “Debenture”), each Debenture convertible into shares of the Common Stock of KISSES FROM ITALY, INC., a Florida corporation (the "Company"). The Company intends to issue Debentures in this offering up to an aggregate principal amount of $500,000.
The Debenture may be converted into shares of Common Stock of the Company at any time prior to the Company’s Common Stock being approved for trading in the United States at a conversion price of $0.0667 per share. No fractional Shares shall be issued or delivered upon conversion of the Debenture. If not converted, the Debentures will mature on June ___, 2021.
The undersigned subscriber hereby represents, warrants, covenants and agrees with you that at the time of such offer and subscription and as of the date of this letter:
1. I am over the age of twenty-one years.
2. I have read and am familiar with the records of the Company, access to which has been afforded to me and which access has preceded the closing under this Agreement and this subscription to the Debentures.
3. The Debenture(s) and the shares of Common Stock of the Company that may be issued upon conversion of the Debenture to be acquired herein are solely for my account and for investment and I have no plan, intention, contract, understanding, agreement or arrangement with any person to sell, assign, pledge, hypothecate or otherwise transfer to any person the Debentures, or any portion thereof.
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4. I have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of investments generally and of this investment in the Debentures in particular and am able to bear the economic risk of this investment with the full understanding that I can lose my entire investment.
5. I am in a position with regard to the Company and its officers and directors which, based upon employment, family and business relationship and economic bargaining power, has enabled me and continues to enable me to obtain information from the Company and its affairs in order to evaluate the merits and risks of this investment in the Debentures. I acknowledge that the Company has made available to me and continues to make available to me the opportunity to ask questions of and receive answers from the directors and executive officers of the Company and other persons acting on their behalf concerning the terms and conditions of the offer to me of the Debentures and to obtain any additional information concerning the Company to the extent that the directors, executive officers and others possess such information or can acquire it without unreasonable effort or expense so that I can verify the accuracy of the information given to me at the time of the offer and my subscription to the Debentures.
6. I understand that neither the Debentures nor the Shares of Common Stock of the Company underlying the conversion right included in the Debentures, nor the sale thereof to me has been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws. I further understand that no registration statement has been filed with the United States Securities and Exchange Commission nor with any other regulatory authority and that, as a result, any benefit which might normally accrue to me by an impartial review of such a registration statement by the Securities and Exchange Commission or other regulatory authority will not be forthcoming. I understand that I cannot sell the Debentures or the Shares of Common Stocks of the Company issuable by the Company upon my conversion, unless such sale is registered under the 1933 Act and applicable state securities laws or exemptions from such registration become available. In this connection I understand that the Company intends to advise the Transfer Agent for the Debentures and the shares of the Company’s Common Stock underlying the conversion right included in the Debentures, (if any) if and when converted, are "restricted securities" under the 1933 Act and that they may not be transferred by me to any person without the prior consent of the Company, which consent of the Company will require an opinion of counsel to the effect that, in the event the Debentures or the shares of the Company’s Common Stock underlying the Debentures are not registered under the 1933 Act, any transfer as may be proposed by me must be entitled to an exemption from the registration provisions of the 1933 Act. To this end, I acknowledge that the following legend will be placed upon the Debentures, as well as the Shares of Common Stocks of the Company to be issued upon conversion of the Debentures:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR IF AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
I understand that the foregoing legend on my certificate for the Debentures and the Shares of Common Stocks of the Company underlying the conversion right included in the Debentures limit their value, including their value as collateral.
7. The subscription made by this Subscription Agreement is subject to acceptance by the Company at its sole discretion, which acceptance shall be evidenced by the Company's signing and delivering to me at the address set forth on the signature page hereof a fully-executed counterpart of this Subscription Agreement. In the event the Company shall reject this subscription, the subscription price for the Debentures shall be refunded promptly to me without interest thereon.
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8. You have advised me that the Company is not a reporting company under the Securities Exchange Act of 1934, as amended, but the Company has a registration statement pending with the US Securities and Exchange Commission to become a reporting company as of the date of this Subscription Agreement and thereafter, the Company intends to cause to be filed an application to trade its Common Stock on the OTCQB (or such other market where such trading may be approved) but I acknowledge that I have been advised that there are no assurances that the Company’s registration statement will ever be deemed effective by the SEC, or that the Company’s application to trade its Common Stock will ever be approved.
9. You have advised me that the Company has an authorized capital of 200,000,000 Common Shares, par value $0.001 per share and 25,000,000 Preferred Shares, par value $0.001 per share. As of the date hereof there are 81,780,170 Shares of Common Stocks of the Company issued and outstanding and no shares of Preferred Stock issued or outstanding.
10. The undersigned: (1) is not listed in the Annex to the Executive Order No. 13224 of September 23, 2001 – Blocking Property and Prohibiting Transactions With Persons who Commit, Threaten to Commit or Support Terrorism (the “Executive Order”) or is otherwise subject to the provisions of the Executive Order; (2) is not listed on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury, as updated or amended from time to time, or any similar list issued by OFAC; and (3) does not have any property blocked, or subject to seizure, forfeiture or confiscation, by any order relating to terrorism or money laundering issued by the President, Attorney General, Secretary of State, Secretary of Defense, Secretary of the Treasury or any other U.S. State or Federal governmental official or entity (in any case, a “Restricted Party”).
11. The funds used by the undersigned exclude any funds received or derived from a Restricted Party or from any person or entity involved in the violation of any U.S. State or Federal law relating to terrorism, including, without limitation: (1) the Executive Order; (2) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (3) the Money Laundering Control Act of 1986, Public Law 99-570.
Very truly yours,
________________________________________
(signature)
Name: ___________________________________
Address:
________________________________________
________________________________________
SS#/EIN:_________________________________
Checks should be made payable to: "KISSES FROM ITALY, INC."
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ACCEPTANCE
THE FOREGOING SUBSCRIPTION AGREEMENT IS ACCEPTED BY:
KISSES FROM ITALY, INC.
a Florida corporation
By: _________________________________
Its:__________________________________
Date: , 2018
the promoter has made out well.
:)
EMC has been paid 2,500,000 restricted shares of stock by Kisses From Italy for various marketing services including this report. EMC does not independently verify any of the content linked-to from this editorial.
http://emergingmarketsllc.com/disclaimer.php
not too shabby.
Watching For A Squeeze.
250k market cap.
Lol i own sltz from the dark ages that the kids have been running up as well. vcmp is another that ran up to .01 late last year and is now at .0001
I think your right. I have a little left as well.
The Market Cap Is Nice For This Shell.
I Havent Followed $CTRM. Nice Move Today!
Thanks 4 The Heads Up..
if it starts getting volume or a filing is released, this would take off in a hurry as the market cap is crazy. thats the first i have seen of the website being updated. thanks for the info.
Started a Position Today.
I bought a few last week.
So far not good but crossing my fingers that it takes a turn.
Added More Today
Pchm a golden oldie :)
Ok will do
This one made a nice move in a hurry!
Volume is picking up here.
On Watch..
i agree
yes but i dont hold a very big position.
Thanks but I don’t have an account
to short.
On the Big Boards
It requires a pessimistic view.
I like to root for the stock I buy.
Cheers And Happy Trading!
: )
Starting a position this morning.
starting a position.