Item 1.01. Entry into a Material Definitive Agreement
Closing of World Agri Minerals Ltd. Asset Purchase Agreement
On October 11, 2021 (the "Closing Date"), CGS International, Inc. (the
"Company") and Ramon Mabanta, an individual (d.b.a. World Agri Minerals Ltd.)
("WAGL") entered into a Bill of Sale and Assignment Agreement effectuating the
Closing that certain Asset Purchase Agreement (the "Purchase Agreement") by and
among the Company and WALG, pursuant to which the Company acquired all the
assets of WAGL, (the "Acquisition"). 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 were
paid upon the closing of the Purchase Agreement. Each of Company and WAGL have
made customary representations, warranties, covenants, and indemnities in
connection with the Acquisition.
A description of the specific terms and conditions of the acquisition are set
forth in the Purchase Agreement, which was originally disclosed on Form 8-K
filed with the Commission on September 29, 2021, as Exhibit 10.01 and is
incorporated herein by reference, and the Bill of Sale and Assignment Agreement
dated as of the Closing Date, which is filed as Exhibit 10.01 hereto, and the
terms of which are 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 2.01. Completion of Acquisition or Disposition of Assets
The information regarding the Purchase Agreement and the Acquisition set forth
in Item 1.01 is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities
The Shares issued pursuant to the Purchase Agreement disclosed in Item 1.01
above were issued in reliance upon the exemption from registration afforded
under Section 4(2) of the Securities Act for transactions by an issuer not
involving a public offering or Regulation S for offers and sales of securities
outside the United States. The Shares issued pursuant to the Purchase Agreement
are exempt transactions pursuant to Section 4(2) of the Securities Act as the
transaction was a private transaction by the Company and did not involve any
public offering. Additionally, we relied upon the safe harbor provision of Rule
903 of Regulation S of the Securities Act which permits offers or sales of
securities by the Company outside of the United States that are not made to
"U.S. Persons" or for the account or benefit of a "U.S. Person", as that term is
defined in Rule 902 of Regulation S.
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On October 11, 2021, Mr. Francisco Ariel Acosta ("Mr. Acosta") resigned from all
management positions with the Company effective as of October 11, 2021,
including sole-Director, President, Chief Executive Officer, Chief Financial
Officer, Treasurer, and Secretary. The resignations were not the result of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
On October 11, 2021, Ramon ("Guy") Mabanta was appointed as the sole member of
the Company's Board of Directors and as the Company's President, Chief Executive
Officer, Chief Financial Officer, Treasurer, and Secretary.
The biography for Mr. Mabanta is set forth below:
RAMON ("GUY") MABANTA: For the past 5 years, Mr. Mabanta has been the sole
proprietor of his organic plant enhancers business, doing business under the
name of World Agri Minerals Ltd. ("WAGL"). Prior to WAGL, Mr. Mabanta was the
operating partner of an Organic AGRI enhancer business based in Australia. Mr.
Mabanta has many years of experience in the agri business as well as his decades
of business experience in both private and public companies. Mr. Mabanta has
held the positions of officer and director of several publicly listed and
trading companies on registered securities exchanges in North America. His
participation included advisory, management, as well as capital financings for
these companies. Mr. Mabanta is not currently serving as an officer or director
of any publicly listed company, either in the United States or Internationally.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.2 Bill of Sale and Assignment Agreement *
104 Cover page interactive data file (embedded within the
inline XBRL document).
__________
* Filed Herewith
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