Item 1.01. Entry into a Material Definitive Agreement
On September 29, 2021, CGS International, Inc. (the "Company"), entered into an
Asset Purchase Agreement (the "Purchase Agreement") with Ramon Mabanata, an
individual (d.b.a. World Agri Minerals Ltd.) ("WAGL"), pursuant to which Company
acquired all the assets of WAGL. WAGL operates as a sole-proprietorship whose
operations focus on pursuing the formulation, manufacturing, sales, marketing
distribution of its premiere commercial agri-product GENESIS 89™ and GENESIS 89™
Gold, which is a unique formulation and packaging of a commercial agri-product
using a natural processes whereby minerals are extracted from deep-ocean
deposits and combined with additional organic ingredients resulting in the
GENESIS 89™ and GENESIS 89™ Gold being: (i) properly balanced, readily
bioavailable, formulas that are shipped as concentrate to commercial growers;
(ii) ready-to-use products for the both the amateur and commercial retail
market; and, (iii) Genesis 89™ Gold is being blended specifically for use and
deployment in the cannabis industry. GENESIS 89™ and GENESIS 89™ Gold provide
assurance and insurance to the end-user that crops do not require conventional
pesticides, producing an eco-friendlier organic product for the consumer. The
aggregate purchase price for the assets of WAGL is 30,000,000 restricted shares
(the "Shares") of the Company's common stock (the "Purchase Price") which shall
be paid upon Closing of the Purchase Agreement. Each of Company and WAGL have
made customary representations, warranties, covenants, and indemnities in
connection with the Acquisition. The closing of the Purchase Agreement shall
occur once WALG provides the Company a bill of sale and assignment agreement
relating to the sale and transfer of 100% of the assets contemplated by the
Purchase Agreement and the Company provides WALG the Purchase Price (the
"Closing").
The foregoing descriptions of the Purchase Agreement and the Acquisition do not
purport to be complete and are qualified in their entirety by reference to the
Purchase Agreement, a copy of which is filed with this Current Report on Form
8-K as Exhibit 10.1 and is incorporated herein by reference.
The Purchase Agreement contains representations and warranties that the parties
made to each other as of specific dates. The assertions embodied in those
representations and warranties were made solely for purposes of the Purchase
Agreement and may be subject to important qualifications and limitations agreed
to by the parties in connection with negotiating the terms of the Purchase
Agreement. In addition, such representations and warranties: (i) may not be
accurate or complete as of any specified date; (ii) are modified and qualified
in important part by the underlying disclosure schedules; (iii) may be subject
to a contractual standard of materiality different from those generally
applicable to investors; or (iv) may have been used for the purpose of
allocating risk among the parties to the Purchase Agreement, rather than
establishing matters as facts. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the
Purchase Agreement, which subsequent information may or may not be fully
reflected in Company's public disclosures. For the foregoing reasons, the
representations and warranties should not be relied upon as statements of
factual information.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description Date Filed
10.1 Asset Purchase Agreement Filed herewith
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