Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2023, Midwest Energy Emissions Corp., along with its wholly-owned subsidiary, MES, Inc. (together, the "Company"), entered into a License and Supply Agreement with Dakin Holdings Ltd., a company incorporated in Barbados ("Dakin"), effective as of January 1, 2023 (the "Dakin Agreement"), pursuant to which Dakin has granted to the Company (i) a limited license to manufacture and produce for Dakin products (the "Products") comprising certain intellectual property owned by Dakin as described below (the "Dakin IP"), and (ii) an exclusive license to commercialize the Licensed IP in the United States. Dakin is a company owned and controlled by Richard MacPherson, the Company's Chief Executive Officer and President. The Dakin Agreement is for a term of ten years unless terminated earlier under certain circumstances as set forth therein.

Under the Dakin Agreement, Dakin shall purchase from the Company 100% of Dakin's requirements for the Products containing the Dakin IP for all sales of the Products outside of the United States, subject to the availability of the products from the Company, at a pricing formula set forth in the Dakin Agreement. The Company shall pay Dakin a license fee of $12,500 per month for a three-year period commencing as of the effective date, and pay Dakin a royalty on all sales of the Products made by the Company in the United States. The Company has also agreed to provide Dakin with technical support as requested by Dakin at such technical support rates set forth in the Dakin Agreement subject to adjustment.

The License IP consists of a proprietary compound of materials engineered to treat a boiler to improve the combustion process and thereby reduce overall emissions, while improving boiler efficiency during the combustion of all types of fuels at power plants.

The foregoing description of the Dakin Agreement is qualified in its entirety by the full text of such document which is filed as Exhibit 10.1 to this report and incorporated by reference into this Item 1.01

Item 9.01 Financial Statements and Exhibits.





Exhibit Number   Description

  10.1*            License and Supply Agreement among Dakin Holdings Ltd., Midwest
                 Energy Emissions Corp. and MES, Inc. dated as of January 31, 2023

104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)




* Filed herewith.




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