UNITED STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
WASHINGTON, D.C. 20549
|
|
FORM 8-K
|
|
CURRENT REPORT
|
Pursuant to Section 13 OR 15(d) of The
|
Securities Exchange Act of 1934
|
|
Date of Report (Date of earliest event reported) October 3, 2023
|
|
SANTO MINING CORP.
|
(Exact name of registrant as specified in its charter)
|
WYOMING
| 333-169503
| 27-0518586
|
(State or other jurisdiction
of incorporation)
| (Commission File Number)
| (IRS Employer
Identification No.)
|
1000 BRICKELL AVE. STE 715 MIAMI, FL 33131
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: 1-954-787-1770
1680 MICHIGAN AVE, SUITE 700-252, MIAMI BEACH, FL 33139
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
| Trading symbol(s)
| Name of each exchange on which registered
|
COMMON
| SANP
| OTC
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1
ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 3, 2023 Santo Mining Corp., (“SANTO” an or the “Company”) entered into a “SJV” Strategic Joint Venture with Planta Vida S.A.S. Under this SJV, the team will develop a interoperability layer1 blockchain, which will include a utility token, “PoS” proof of stake validator, “DAO” decentralized autonomous organization, “NFT” non-fungible token marketplace, web3 connector, multi-functional crypto wallet, explorer scanner dashboard, airdrop dashboard, KYC/AML, and a NFT anti-tamper proof security label incorporated into a loyalty reward program for consumer that scan the security NFT tags.
The Strategic Joint Venture is filed as Exhibit 1.1 to the Original Form 8-K and the foregoing description thereof is qualified in its entirety by reference to the full text of the Merger Agreement. The Strategic Joint Venture provides investors with information regarding its terms and is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the representations and warranties contained in the Strategic Joint Venture were made as of the execution date of the Original Agreement only and are qualified by information in confidential disclosure schedules and any amendments thereof provided by the parties to each other in connection with the signing of the Original Strategic Joint Venture. These disclosure schedules contain information that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Strategic Joint Venture. Moreover, certain representations and warranties in the Strategic Joint Venture may have been used for the purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations and warranties in the Strategic Joint Venture as characterizations of the actual statements of fact about the parties.
ITEM 7.01REGULATION FD DISCLOSURE.
As of October 3, 2023, Santo Mining Corp., (“SANTO” an or the “Company”) issued a press release (the “Press Release”) announcing the signing of a Strategic Joint Venture with Planta Vida S.A.S., The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under Item 1.01 and Item 7.01, including Exhibits 10.1 and 99.1 hereto, of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filings of the Company made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT NO.
| DESCRIPTION
|
|
|
10.1
| Joint Venture and Operating Agreement with Planta Vida S.A.S.
|
99.1
| Press Release dated October 3, 2023
|
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 3, 2023
| SANTO MINING CORP.
|
|
|
| By: /s/ Franjose Yglesias
|
| Franjose Yglesias, CEO
|
3
EXHIBIT 10.1
JOINT VENTURE AND OPERATING AGREEMENT
This term sheet sets out the principal terms for the creation of a joint venture (the “JOINT VENTURE”) with Santo Mining Corp., a Wyoming corporation (“SANTO”) and Planta Vida S.A.S., a Republic of Colombia corporation (“PLANTA”), to develop, operate and manage Groovy.Click (“GROOVY”) a 4th industrial revolution ecosystem exclusively for the cannabis industry platform.
I.BUSINESS OF THE JV
A.GENERAL
The business of the JV is to provided technology solutions applying the fourth industrial revolution technology to the cannabis industry via a layer one blockchain ecosystem.
B.BUSINESS MODEL
GROOVY will be an innovative company that is at the forefront of revolutionizing the cannabis industry through the integration of cutting-edge technology from the Fourth Industrial Revolution (4IR), primarily blockchain. Our vision is to establish a robust and transparent ecosystem that leverages the power of blockchain, NFTs, AI, IoT, and data analytics to enhance every facet of the cannabis value chain.
MISSION STATEMENT
Our mission is to create a secure, efficient, and compliant cannabis blockchain ecosystem that empowers growers, manufacturers, distributors, retailers, and consumers with unprecedented transparency, traceability, and quality assurance.
CORE COMPONENTS OF OUR ECOSYSTEM
1.Layer-1 Blockchain
Implementing blockchain technology to provide an immutable and transparent record of every step in the cannabis supply chain. This ensures compliance with regulations, reduces risks of counterfeiting, and enhances transparency for all stakeholders.
2.DAO
Decentralized Autonomous Organizations (DAOs) represent a revolutionary approach to organizational governance, using blockchain and smart contract technologies to facilitate decision-making processes without centralized control.
Although traditionally associated with the cryptocurrency realm, DAOs can have applications in various industries, including the cannabis sector.
1
3.NFT Marketplace
Non-Fungible Tokens (NFTs), which represent unique digital assets verified using blockchain technology, have gained significant traction in various industries, including art, music, and gaming. Their applicability is being explored in multiple sectors, and the cannabis industry is no exception. Here's how NFT systems could be leveraged in the cannabis sector:
·Proof of Authenticity
·Digital Art and Merchandise
·Strain Licensing
·Traceability and Verification
·Consumer Engagement
4.Blockchain Smart Contract Validator & Utility Token
Blockchain technology, especially its features like smart contracts and tokens, offers a wealth of opportunities to redefine operations in various industries. In the context of the cannabis sector, this tech can offer transparency, efficiency, and security. In a decentralized network, validators play a crucial role in confirming the veracity of transactions. In the context of cannabis, this might mean validating the transfer of assets, verifying product quality, or even ensuring regulatory compliance.
5.Token Wallet
The use of token wallet systems in the cannabis industry addresses various challenges, especially those related to payment processing, loyalty, and traceability. Given the banking restrictions faced by the cannabis industry in many jurisdictions, blockchain-based tokens and wallets offer an alternative and innovative solution.
6.DNATags™
DNATags™ prime directive is the authentication of products to ensure the consumer of its authenticity, there is a secondary component that will be the coupon rewards module. Users will have the ability to earn DNARewards™ native tokens as they scan products to ensure their authenticity.
7.VoyCare™
VoyCare is a doctor to patient platform for providing second opinions to patients, by choosing the Doctor of there liking.
8.DNATrace™
This software will need to be developed as a plug-in module to DNATags™
9.ATMs
The company has 50 ATMs, that can be used in dispensaries throughout The cannabis industry faces unique challenges, especially in the realm of finance and transactions, due to the lingering legal gray areas in many countries. In places like the U.S., where cannabis is legal in some states but remains illegal federally, conventional banking solutions often
2
prove elusive for cannabis businesses. As a result, the sector has had to innovate, and one such innovation has been the use of ATMs tailored for the cannabis industry.
VALUE PROPOSITION
Our cannabis industry blockchain ecosystem offers numerous advantages, including enhanced product quality, increased operational efficiency, streamlined supply chain management, data-driven decision-making, and a heightened level of trust and transparency throughout the industry.
FUTURE GROWTH AND EXPANSION
As we continue to innovate and integrate emerging technologies, we are poised to drive the evolution of the cannabis industry. We aim to expand globally, collaborating with industry partners, regulators, and technology experts to shape a responsible and sustainable future for cannabis cultivation, production, and consumption.
IN CONCLUSION
our cannabis industry blockchain ecosystem is at the forefront of technological innovation, leveraging the 4IR technologies to revolutionize the way cannabis is cultivated, processed, distributed, and consumed. With a commitment to transparency, quality, and compliance, we are reshaping the industry landscape and paving the way for a more efficient, secure, and trusted cannabis ecosystem.
ADDITIONALLY
Mr. Franjose Yglesias current CEO will issue; back to treasury 70% of the preferred “A” shares, for a total of 350,000,000 class “A” shares. Additionally: Mr. Yglesias, will clear any and all personal debt and accrued compensation on the company’s financial statements up to Q3-2023.
C.SCOPE OF DEVELOPMENT
The development activities will include all tasks required with respect to the development, financing, construction, operation and ownership of the Project and entering into other related documents and agreements.
The Development Program and the Development Budget will be prepared, agreed-to, by the Board of Directors
II.BOARD OF DIRECTORS AND MANAGEMENT
A.BOARD OF DIRECTORS
The Board of Directors will be comprised of Representatives from each Party, a quorum of 51% vote shall be required for decisions of the Board of Directors with respect to the approval of amendments to the Development Budget and to the Development Program, and the direction of the Public Company.
All Board Members will have a 5-year agreement.
3
30% Chairman of the Board: Mr. Marc Williams
10% Vice-Chairman of the Board: Mr. Kevin Jodrey
30% Secretary of the Board: Mr. Franjose Yglesias
Treasures of the Board: TBD
Board Member-1: TDB
Board Member-2: TDB
Board Member-3: TBD
B.DIRECTORS
The Directors will be comprised of Representatives from each Party and shall manage and oversee the overall Development Process of all material aspects of, and developments in connection with the Joint Venture Project’s day-to-day operations, which reports to them Board of Directors.
All Directors will have a 5-year agreement.
CEO: Mr. Franjose Yglesias
COO: Mr. Marc Williams
CFO: TBD
CCO: Mr. Kevin Jodrey
CTO: TBD
III.REPRESENTENTIONS AND WARRANTIES
Each Party represents and warrants to the other Party, with respect to itself, as of the date of this Agreement and as a continuing representation during the period that the Party owns an interest in the Company, as follows:
A.SUCH PARTY
is a company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has the corporate power and lawful authority to own or possess, lease and operate its assets and to carry on its business as now being and as previously conducted.
B.SUCH PARTY
has the full legal right, power and authority required to enter into this Agreement and to perform fully its obligations hereunder. This Agreement has been duly authorized, executed and delivered by such Party and, assuming the due authorization, execution and delivery by the other Party, constitutes the valid and binding obligation of such Party enforceable against it in accordance with its terms.
C.SUCH PARTY
Except as otherwise set forth in this Agreement, no filings with, notices to, or license, permits, consents, authorizations, qualifications, orders or other approvals of any governmental authority or any other Person are necessary to be obtained by such Party for
4
its execution, delivery and performance of this Agreement or for the establishment of the Company.
D.SUCH PARTY
is, has been and will continue to be in compliance in all material respects with all applicable Laws of its jurisdiction of incorporation and does not know of any circumstances that would be a breach of any such Laws.
E.SUCH PARTY
Neither the execution of this Agreement, nor the performance of such Party’s obligations hereunder, will conflict with, or result in a breach of, or constitute a default under, any provision of the memorandum and articles of association (or similar organizational documents), business license or bylaws of such Party, as the case may be, or any applicable Laws or of any contract or agreement to which such Party is a party or is subject.
F.SUCH PARTY
As of the date of this Agreement, there is no lawsuit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the best knowledge of such Party, threatened against such Party with respect to the subject matter of this Agreement or that would affect in any way such Party’s ability to enter into or perform this Agreement, and if any such lawsuit, arbitration or legal, administrative or other proceeding or governmental investigation should come to the knowledge of either Party after the date of this Agreement it shall promptly notify the other Party and provide the other Party with detailed information with respect to such matter.
G.SUCH PARTY
There is no document, statement or information of, or derived from, any governmental body in the possession of such Party that has not been disclosed to the other Party, which if disclosed, would materially adversely affect such other Party’s decision to enter into this Agreement or to consummate the transactions contemplated herein. Furthermore, all material documents, statements and information, which have a material impact on the business, operations or affairs of the Group will be promptly disclosed to the other Party to the extent that they first come to the attention to such Party after the date of this Agreement. The documents previously provided by such Party to the other Party, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading.
IV.CONFIDENTIALTY AND OTHER PROVISIONS
A.CONFIDENTIALITY
All Confidential Information shall be held by each Party in strict confidence and shall not be disclosed to any third party, except as may be reasonably required by such Party for the performance and fulfillment of its obligations under the Agreement or to notify the investor community.
5
B.GENERAL INDEMNIFICATION
Each Party shall indemnify, defend and hold harmless each other Party and the Project Company with respect to any and all claims made against any of them by any person claiming any interest, entitlement, fees, or costs related to the Agreement, the Project or the Project Company by or through such Party.
C.ASSIGNMENT
No Party may sell, assign or otherwise transfer, voluntarily or by operation of law, any part of its rights under the Agreement, or divest itself of control of an assignee of its interest, except an assignment of all such rights or a divestiture to an entity which is wholly owned by, or under common ownership with, such Party.
D.GOVERNING LAW
The Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.
E.DISPUTE RESOLUTION
In the event that any dispute, controversy or claim is unable to be resolved between the Parties within [30] [60] days after notice of such dispute, then such dispute may be referred to arbitration. All disputes hereunder shall be settled exclusively and finally by arbitration, irrespective of the magnitude thereof, the amount in dispute or whether such dispute would otherwise be considered justifiable or ripe for resolution by any court or arbitral tribunal. Each arbitration shall be governed by the arbitration rules of the International Chamber of Commerce. Each arbitration shall be held in State of Wyoming.
F.CONSEQUENTIAL LOSS
No Party or its affiliates shall have any liability to any other Party or to the Project Company for any special or consequential loss or damage.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Santo Mining Corp.
| Planta Vida S.A.S
|
|
|
/s/ Franjose Yglesias
| /s/ Marc Williams
|
Franjose Yglesias
| Marc Williams
|
CEO
| President
|
Date: 10/01/2023
| 10/01/2023
|
6
EXHIBIT 99.1
Strategic Joint Venture Signed by Santo Mining Corp. and Planta Vida S.A.S.
Santo Mining Corp., (OTC PINK:SANP) a vertically integrated 4th industrial revolution firm specializing in end-to-end “BaaS” (Blockchain-as-a-Service) solutions and other cutting-edge technologies such as IoT, AI, NFTs, and Data Analytics, is proud to announce it has successfully executed a Strategic Joint Venture Agreement with Planta Vida S.A.S. During the days and weeks to come we will be outlining the business operations of this Strategic Joint Venture Agreement.
Frank Yglesias CEO of Santo Stated: “this agreement gives us for the first time, a true sold partnership, with a group that is highly skilled and respected in the cannabis industry, this will allow us to focus on software development in this cannabis industry with the guidance and marketing expertise of the group.” additionally Mr. Marc Williams, President of Planta Vida Stated we recognize the need for real blockchain solutions in our rapidly evolving industry, the move to the 4th industrial revolution has begun, we look forward to be pioneering these tools with the SANTO team
ABOUT PLANTA VIDA:
(https://plantavida.co/) With 116 hectares of land licensed directly to Planta Vida for psychoactive and non psychoactive cannabis cultivation in Yacopi, Cundinamarca, Colombia. The Planta Vida SAS project dedicated to implement strategic social business, bringing safe, natural and ecologically friendly wellness products to the emerging cannabis business with the goal of provide work and social benefits to the community, such as education, unemployment, health, housing and security.
ABOUT US
(https://santoblockchain.com/) The Company is a vertically integrated 4th industrial revolution firm specializing in end-to-end “BaaS” (Blockchain-as-a-Service) solutions and other cutting-edge technologies such as IoT, AI, NFTs, and Data Analytics. Their focus is exclusively on serving the cannabis industry. Much like Software-as-a-Service (SaaS), they manage, operate, and develop these advanced services, offering comprehensive support for cannabis businesses to thrive in the digital age.
FORWARD-LOOKING STATEMENT
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company. beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to, (i) growth of the crypto and or cannabis market, (ii) capital and credit market volatility, (iii) local and global economic conditions, (iv) our anticipated growth strategies, (v) crypto and cannabis authority and other governmental approvals and regulations, and (vi) our future business development, results of operations and financial condition. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. All information provided in this press release is as of the date of this press release, and Company undertakes no duty to update such information, except as required under applicable law.
Source:
Santo Mining Corp.
Frank Yglesias
ir@sbl.highbloc.com
1-954-787-1770