Item 8.01 Other Events.

On April 21, 2023, CarbonMeta Technologies, Inc. (the "Company") and North Bay Resources, Inc. ("NBRI") signed a Memorandum of Understanding (MOU) to create a subsidiary corporation called CarbonMeta Green Resources Canada as a Limited Liability Company in British Columbia that shall be jointly owned and managed by NBRI and the Company, and whose objective shall be production of carbon-negative cementless concrete using olivine.





Under the terms of the MOU:

CarbonMeta Green Resources Canada will be a Limited Liability Company in British Columbia, Canada with initial equity ownership as follows:





  ? 51% of the equity will be owned by CarbonMeta Technologies, Inc.

  ? 49% of the equity will be owned by North Bay Resources, Inc.

CarbonMeta Green Resources Canada will be a research and development center whose focus will be on:





  ? Establish CarbonMeta Green Resources Canada as a mining and processing center
    for the production of carbon-negative cementless concrete using olivine

  ? Build and operate a production facility and demonstration program for the
    production of carbon-negative cementless concrete that can be distributed in
    North America.

  ? Establish an agreed upon transfer price from NBRI to CarbonMeta Green
    Resources Canada for purchasing olivine that shall be updated quarterly.

  ? Develop and establish supply chain relationships with potential North American
    distributors of carbon-negative cementless concrete, including but not limited
    to CarbonMeta Green Building Materials, Inc. in the United States

  ? Establish technology licensing relationships, industry partnerships, and
    marketing sponsorships related to the production of carbon-negative cementless
    concrete using olivine

The MOU is effective from the date executed by the parties and shall continue in force until terminated by either party giving the other party at least 30 business days prior written notice. The parties agree to execute definitive agreements within 30 days, at which time those agreements will supersede this MOU as of the effective date of the executed definitive agreements.

The foregoing provides only a brief description of the material terms of the MOU and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the document filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.                               Description
   10.1         Binding Memorandum of Understanding
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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