UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
As previously reported in the Company’s Quarterly Report for the three months ended March 31, 2023 as filed with the Securities and Exchange Commission on May 31, 2023, 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.
On June 21, 2023, the Company and NBRI entered into a definitive Joint Venture Agreement (the “Joint Venture Agreement”) to further memorialize their agreement and intentions as set forth in the MOU. Under the terms of the Joint Venture Agreement:
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 Carbon Conversion Group, Inc. (f/k/a CarbonMeta Green Building Materials, LLC) 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 contributions from each of the Joint Venturers, for the purpose of this Joint Venture, is the sum set after the name of each Joint Venturer as follows:
| North Bay Resources, Inc. | Availability of olivine from the mining claims that North Bay Resources owns; geological and operational expertise for mining and extracting olivine. |
| CarbonMeta Technologies, Inc. | Research and Development and Business Development expertise to process olivine into a cementitious raw material for the creation of carbon-negative concrete |
The transaction closed on June 21, 2023.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Joint Venture Agreement between the Company and North Bay Resources, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signature
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.
| CARBONMETA TECHNOLOGIES, INC. | ||
| Date: June 23, 2023 | By: | /s/ Lloyd Spencer |
| Lloyd Spencer | ||
| Chief Executive Officer | ||