Item 1.01. Entry Into a Material Definitive Agreement
On March 11, 2022, CGS International., Inc., a Nevada corporation, by and
through its wholly owned subsidiary, World Agri Minerals Inc., a company
incorporated under the laws of the Philippines (collectively, CGS
International., Inc. and its subsidiary World Agri Minerals Inc. shall be
referred to hereinafter as the "Company") and Agrarian Organics UK Limited,
("Agrarian") a company formed under the laws of the United Kingdom entered into
a Purchase of Business Agreement (the "Purchase Agreement"). The Purchase
Agreement sets forth the terms and conditions whereby the Company will purchase
all of the assets of Agrarian, including, but not limited to: (i) all equipment
used in the operation of the business; (ii) all inventory and packaging; (iii)
all rights and titles to any registered or unregistered trademarks or trade
names; (iv) all assets related to the branding or marketing of Agrarian or any
Agrarian products; (v) Agrarian's online presence including websites, domain
names, and email addresses; and, (vi) Agrarian's Amazon Seller's account
operating in Europe and the United Kingdom (collectively, items (i) through (vi)
are hereinafter referred to as the "Assets").
In exchange for the Assets, the Company will make cash payments to Agrarian in
the aggregate amount of Sixty Thousand British Pounds Sterling (£60,000GBP)
(approximately $79,000USD) payable in tranches as follows: (i) Initial Payment,
due 7 days from the effective date of the Purchase Agreement of £15,000GBP; (ii)
Second Payment, due 90 days from the effective date of the Purchase Agreement of
£11,000GBP; (iii) Third Payment, due 180 days from the effective date of the
Purchase Agreement of £11,000GBP; (iv) Fourth Payment, due 270 days from the
effective date of the Purchase Agreement of £11,000GBP; and, Final Payment, due
365 days from the effective date of the Purchase Agreement of £11,000GBP
(collectively, the "Purchase Price").
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement which is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
Financial Statements:
None
Exhibits:
Exhibit No. Description
10.1 Purchase of Business Agreement dated March 11, 2022 (filed
herewith)
104 Cover Page Interactive Data File (embedded within Inline XBRL
document).
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