Item 1.01
Entry into a Material Definitive Agreement.
On April 16, 2019, Mineral Mountain Mining & Milling Company (the “Company”) entered into a Share Exchange and Assignment Agreement (the “MBO Agreement”) between the Company and Aurum, LLC, a newly organized Nevada corporation formed by Sheldon Karasik, the Company’s former CEO, for the purpose of entering into the MBO Agreement (“Aurum”).
On March 27, 2019, the Company filed a Form 8-K, followed by a Form 8-K/A on April 2, 2019, with disclosure under Items 1.01, 3.02, 3.03, 5.02, 5.03 and 8.01. Pursuant to the March 27, 2019 Form 8-K and the April 2, 2019 Form 8-K/A, the Company disclosed the entry into Share Exchange Agreements pursuant to which the Company: (i) acquired all of the capital stock of PR345, Inc., a newly organized Texas corporation (“PR345”); and NuAxess 2, Inc., a newly organized Delaware corporation (NuAxess”); and (ii) in connection therewith, the Company issued the shareholders of PR345 and NuAxess shares of Series C and D Preferred Stock, which, in the aggregate, represented 92.5% of the Company’s total capital stock. Reference is made to the disclosure contained in the March 27, 2019 Form 8-K and the Form 8-K/A filed on April 2, 2019.
In addition, pursuant to the closing of the above referenced Share Exchange Agreements with PR345 and NuAxess (the “Closing”), the parties agreed, among other things, that: (i) the shares of Series B Super Voting Preferred Stock (the “Super Voting Shares”) issued in the name of Sheldon Karasik, the Company’s former Chairman and CEO (who continues to serve on the Board of Directors), were transferred and assigned to Pat Dileo, the Company’s newly designated CEO and Chairman [reference is made to the Company’s Form 8-K filed on March 21, 2019, and specifically to the Certificate of Designation for the Super Voting Shares attached as Exhibit 99.1 to the Form 8-K]; (ii) PR345 and/or NuAxess would secure funding in the amount of $100,000 for the Company’s mining subsidiaries (the “MMMM Mining Subsidiaries”), which sum was funded on April 17, 2019; (iii) Felix Keller resigned as a member of the Board effective April 8, 2019, Sheldon Karasik resigned as Chairman of the Board and as CEO of the Company effective April 17, 2019 (but remained as a member of the Board) and the Board approved the appointment of Pat Dileo as new CEO of the Company and the appointment of Pat Dileo, Carl Dorvil and Derrick Chambers to the Board, joining Sheldon Karasik and Michael Miller, on the newly constituted Board of Directors; and (iv) effective on April 16, 2019, the Company entered into the MBO Agreement with Aurum, the entity formed by Sheldon Karasik and the management of the MMMM Mining Subsidiaries headed by Sheldon Karasik (the “Mining Management”), pursuant to which the Company sold, transferred and assigned to Aurum a number of shares equal to 75% of the shares of capital stock of the MMMM Mining Subsidiaries with the Company retaining 25% of the capital stock of the MMMM Mining Subsidiaries.
The foregoing is a summary of the Share Exchange Agreements and the MBO Agreement and reference is made to the express terms and conditions of: (i) the Share Exchange Agreements, which were filed as Exhibits 2.1 and 2.2 to the Company’s March 27, 2019 Form 8-K; and (ii) the MBO Agreement, which is filed as Exhibit 99.4 hereto.