Item 1.01 Entry into a Material Definitive Agreement.
Separation Agreement
On May 11, 2022, Malachite Innovations, Inc. (the "Company") entered into a
Share Purchase Agreement by and among the Company, Daedalus Ecosciences, Inc., a
wholly-owned subsidiary of the Company ("Daedalus Ecosciences"), Range
Environmental Resources, Inc., a West Virginia corporation ("Range Environmental
Resources"), Range Natural Resources, Inc., a West Virginia corporation ("Range
Natural Resources"), Mr. Jeremy Starks and Mr. Joshua Justice (the "Share
Purchase Agreement"), under which the Company issued a total of 10,000,000
shares of the Company's common stock to Mr. Starks and Mr. Justice and Daedalus
Ecosciences paid cash consideration in an amount equal to $1,000,000 to Mr.
Starks and Mr. Justice for 80% of the outstanding common stock of each of Range
Environmental Resources and Range Natural Resources.
Subsequent to May 11, 2022, a dispute arose between the Company and Mr. Justice
related to certain representations made by Mr. Justice in the Share Purchase
Agreement. On July 12, 2022, the Company entered into a Separation Agreement, by
and among the Company, Daedalus Ecosciences, Range Environmental Resources,
Range Natural Resources, Mr. Justice and Mrs. Christine Justice, who is Mr.
Justice's wife (the "Separation Agreement"), attached hereto as Exhibit 10.1.
Under the terms of the Separation Agreement, Mr. Justice: a) acknowledged that
his employment with Range Environmental Resources and Range Natural Resources
was terminated for cause effective June 30, 2022; b) returned the 5,000,000
shares of the Company's common stock that had been issued to him under the terms
of the Share Purchase Agreement; c) transferred his 10% interest in each of
Range Environmental Resources and Range Natural Resources to Daedalus
Ecosciences; and d) paid Daedalus Ecosciences the sum of $250,000. The
Separation Agreement included mutual releases of claims among the parties to the
Separation Agreement.
The foregoing description of the Separation Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Separation Agreement attached hereto as Exhibit 10.1.
Portions of this Current Report on Form 8-K may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 that are subject to risks and uncertainties. Although the Company
believes any such statements are based on reasonable assumptions, there is no
assurance that the actual outcomes will not be materially different due to a
number of factors. Any such statements are made in reliance on the "safe harbor"
protections provided under the Private Securities Litigation Reform Act of 1995.
Additional information about significant risks that may impact the Company is
contained in the Company's filings with the Securities and Exchange Commission
and may be accessed at www.sec.gov. The Company is under no obligation, and
expressly disclaims any obligation, to update or alter its forward-looking
statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Separation Agreement dated July 12, 2022, by and among the
Company, Daedalus Ecosciences, Range Environmental Resources, Range
Natural Resources, Joshua Justice and Christine Justice
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