Item 1.01 Entry into a Material Definitive Agreement.

On October 13, 2022, Tego Cyber Inc., a Nevada corporation (the "Company"), entered a funding transaction totaling $150,000.00 ($135,000.00 net) as described below.

Securities Purchase Agreement, Promissory Note, and Common Stock Purchase Warrant AJB Capital Investments, LLC ("AJB")

On October 13, 2022 ("Effective Date"), the Company executed the following agreements with AJB: (i) Securities Purchase Agreement; (ii) Promissory Note ("Note"); and (iii) Common Stock Purchase Warrant Agreement, (collectively the "AJB Agreements"). The Company entered into the AJB Agreements to acquire additional working capital.

The total amount of funding under the AJB Agreements is $135,000.00. The Note carries an original issue discount of $15,000 for total debt of $150,000.00 ("Debt"). The Company agreed to reserve 2,000,000 shares of its common stock for issuance if any Debt is converted. The Debt is due on or before April 13, 2023 ("Maturity Date"). The Debt carries an interest rate of ten percent (10%). The Maturity Date may be extended up to six (6) months following the date of the original Maturity Date at which time the interest rate increases to eighteen percent (18%). The Debt is convertible into the Company's common stock after one hundred eighty (180) days from the Effective Day at a conversion price equal to the lower of the lowest trading price during the previous twenty (20) trading day period. The principal sum as well as any accrued and unpaid interest and other fees shall be due and payable on the Maturity Date.

The AJB Agreements are qualified in their entirety by reference to the AJB Agreements, copies of which are attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference into this Item 1.01. Certain capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Transaction Documents.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

See the disclosures made in Item 1.01, which are incorporated herein by reference. Any securities issued in the AJB Agreements were issued in a transaction exempt from registration pursuant to Section 4(a)(2) and Rule 506(b) Securities Act of 1933. The transactions did not involve a public offering, the sale of the securities was made without general solicitation or advertising, there was no underwriter, and no underwriting commissions were paid.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

  10.1          Compilation of AJB Securities Purchase Agreement, Promissory Note
              and Warrant (Filed herewith)





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