Item 2.01. Completion of Acquisition of Assets.
Purchase of Real Estate Property at San Juan, Hidalgo County, Texas
On or about April 8, 2023, the Company and Texas G&S Investments, Inc.("TGSI"),
a Texas corporation entered into a Purchase Agreement (the "Purchase
Agreement") whereby the Company contracted to acquire from TGSI certain real
property containing approximately 11.02 acres located at 411 and 502 E. Expwy.
83 San Juan, Hidalgo County, Texas 78501 ("San Juan Property") at a purchase
price of $6,500,000.
Effective June 12, 2023 all closing conditions were deemed finally satisfied and
the Company closed the purchase at a purchase price of $6,500,000 in a
transaction in which the Seller providing 100% financing to the company in the
form a Promissory Note of $6,500,000 (the "Company Note") and retained a first
lien deed of trust on the San Juan Property (the "First Lien Deed of Trust")
until such time as the Company completed all payments under the terms of the
Seller financing. In addition, the Company and TGSI entered into a Net Profits
Agreement whereby TGSI is entitled to share in net profits generated from the
sale of the property according to an agreed waterfall (the "Net Profits
Interest"). The Company and TGSI also entered into an Assignment of Leases and
Rents agreement under which the Company assigned to TGSI all the interests and
benefits of the leases on the San Juan Property.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Purchase Agreement
10.2 Promissory Note
10.3 Net Profits Agreement
10.4 Assignment of Leases and Rents Agreement
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