Item 2.01. Completion of Acquisition or Disposition of Assets.
On Wednesday, April 6, 2022, Turner Valley Oil & Gas, Inc. D.B.A Turner Venture
Group, Inc. (the "Company"), entered into and closed a Purchase of Sale
Agreement (the "Purchase Agreement") with Herban Healing, LLC ("Herban"). The
Purchase Agreement provides for the purchase of some of Herban's units by the
Company pursuant to certain terms and conditions.
Full Purchase and Sale Agreement available here:
https://www.otcmarkets.com/stock/TVOG/disclosure
There was no material relationship between Herban and the Company or any of the
Company's affiliates, directors, or officers, or any associate of the Company's
directors or officers.
The description of the Purchase Agreement contained herein does not purport to
be complete and is qualified in its entirety by reference to the Purchase
Agreement, a copy of which has been filed with the OTC Markets. This summary is
not intended to modify or supplement any factual disclosures about the Company,
and should not be relied upon as disclosure about the Company without
consideration of the periodic and current reports and statements that the
Company files with the SEC. The terms of the Purchase Agreement govern the
contractual rights and relationships between, and allocate risks among, the
parties thereto in relation to the transactions contemplated thereby. In
particular, the representations and warranties made by the parties to each other
in the Purchase Agreement reflect negotiations between, and are solely for the
benefit of, the parties thereto and may be limited or modified by a variety of
factors, including subsequent events, information included in public filings,
disclosures made during negotiations among the parties, correspondence between
the parties and disclosure schedules to the Purchase Agreement. Accordingly,
such representations and warranties may not describe the actual state of affairs
at the date they were made or at any other time and should not be relied upon as
statements of fact.
Item 7.01. Regulation FD Disclosure.
On Monday, April 18, 2022, the Company plans to issue a press release announcing
the acquisition. The full text of the press release, dated April 18, 2022 is
attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated by
reference herein. The information in this Item 7.01 and in Exhibit 99 to this
report shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act") or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
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The information in this report and the exhibit hereto may contain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such statements are made based on the
current beliefs and expectations of the Company's management and are subject to
significant risks and uncertainties. Actual results or events may differ from
those anticipated by forward-looking statements. Please refer to the last
paragraph of the attached press release and various disclosures by the Company
in its press releases, stockholder reports, and filings with the Securities and
Exchange Commission for information concerning risks, uncertainties, and other
factors that may affect future results.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors or Certain Officers
On January 1st, 2022 James Smith stepped down as Interim Chief Executive Officer
of Turner Venture Group, Inc. (the "Company") effective as of January 1, 2022.
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On January 1st, 2022, the Board appointed Jordan P. Balencic, D.O., age 35, as
Chairman and Chief Executive Officer of the Company. These appointments are
effective as of January 1, 2022.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release Issued by the Company on April 18, 2022 Announcing
Acquisition
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TURNER VALLEY OIL & GAS, INC. 
