Atlantic Energy Solutions Inc (AESO)

[Gnarlyman]

No, but Montage would not allow the spin-out to start until they got that first $1.5M. This is what my opinion is based upon.

Montage Requirements:

Page.1

D.) The JobMobz Sale, GoLogiq Acquisition, Asset Transfer and Spinoff Transaction are prohibited under the Agreement. Borrowers have requested, and Lender has agreed to, consent to the foregoing transactions in accordance with the terms set forth herein. The parties also desire to join Cognogroup as a Borrower to the Agreement and amend the Agreement in accordance with the terms of this Amendment.

Page.2

a) Lender hereby consents to the JobMobz Sale provided that: (i) the definitive documents evidencing the JobMobz Sale are executed on or before August 31, 2023, and are in form and substance satisfactory to Lender, (ii) the closing occurs prior to November 1, 2023, (iii) the initial cash consideration payable by JobMobz is at least $1,500,000, (iv) all cash consideration payable by JobMobz shall be applied to the outstanding Obligations

b) Upon Lender’s receipt of the Principal Paydown, Lender releases its Lien on the assets being acquired by JobMobz, but retains its Lien on all proceeds arising from such sale.

Page.3

4. Consent to Other Transactions.

Following Lender’s receipt of the Principal Paydown, Lender consents to the Gologiq Acquisition (and the Change in Control resulting therefrom), the Asset Transfer, and the Spinoff Transaction.

https://www.otcmarkets.com/filing/html?id=16881731&guid=nId-knejEdjKJth#rcrt_ex101_htm

Since the spin-out has clearly been allowed to move forward, with a board vote on name, ticker change and Miles focusing primary attention on asset moves to $AESO, one could reasonably assume Jesse made the initial payment. Here was the outline.

The acquisition agreement features:

$1.5M in cash at closing;

An additional $250K payable within 90 days from closing;

Shares comprising ten percent (10%) of Job Mobz, a private California corporation that forecasts 2024 revenue in excess of $50 million with net profit margins of approximately 15-20%;

Quarterly profit sharing expected to begin in Q1 2024; and

A 3-year services agreement.

https://finance.yahoo.com/news/job-mobz-acquire-iconic-recruiter-120000029.html