Crucial Innovations Corp (fka CINV)

[MegaDeath]

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Item 1.01. Entry into a Material Definitive Agreement

On September 13, 2021, Crucial Innovations Corp., a Nevada corporation (the “Company”) entered into a definitive Share Purchase Agreement (the “Agreement”) with JPD Capital PCC, a Guernsey Channel Islands registered company (“JPD”) . Pursuant to the terms of the Agreement, the Company will acquire from JPD an aggregate of 96% of all of the issued and outstanding shares of capital stock of Eco Equity Zimbabwe, a Zimbabwe registered company (“ECO”), in exchange for consideration consisting of 42,000,000 restricted shares of Company’s common stock, $0.0001 par value, which will represent Fifty-six percent (56%) of all issued and outstanding shares of Company common stock at the time of the closing of the transaction. The Agreement also provides for the Company, post-closing, to increase the number of its authorized shares of common stock from 75,000,000 shares to 80,000,000 shares, in anticipation of a post-closing private placement stock of 5,000,000 shares of the Company’s common stock. The closing of the transaction is subject to (i) approval by relevant governmental and regulatory authorities in Zimbabwe, if any, as well as JPD’s Board of Directors and (ii) the Company filing with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the period ended June 30, 2021. Coincident with the closing of the transaction, the Company’s existing officers and directors will resign and JPD shall name a majority of the new directors, who shall then appoint a new Chief Executive Officer, Chief Financial Officer, and Secretary of the Company. The amount of the consideration given for the acquisition of the shares of capital stock of ECO was determined pursuant to arm’s length negotiations between the parties and has been valued by the parties at $5.00 per share of the Company’s common stock to be issued to JPD, which is also the intended per share price for the anticipated post-closing private placement.

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