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 |
On March 08, 2024, Astra Energy Inc. (the “Company”) entered into a Joint Venture Agreement (the "Agreement") with Powertron Global LLC ("Powertron").
The Company is the majority owner of Regreen Technologies Inc. (“Regreen”), which holds patents related to the processing of waste-to-energy (the “Patents”).
Pursuant to the Agreement, the Company and Powertron will create a new entity under which all of the Company’s patents held by the Company (“Newco”) and will assign the Patents from Regreen to Newco.
In consideration of the Agreement:
| · | Powertron will make a non-refundable payment of $500,000 to the Company, within 72 hours of execution of the Agreement; and |
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| · | Powertron will make payment of $500,000 to the Company, upon closing of the transaction in 60 days; and |
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| · | Powertron will provide a promissory note for $4,000,000 with an interest rate of 7.5% with interest only monthly payments and a six-month term or as otherwise mutually agreed to. |
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| · | Newco will issue to the Company 4,000,000 shares of common stock of an initial 10,000,000 shares of common stock outstanding in the Newco, along with a plan for the public listing. |
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| · | Newco will provide an assurance that the Company will not be diluted below an equity position of 19.9% for the first 12 months from the date of closing, or as otherwise mutually agreed to. |
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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.
| ASTRA ENERGY, INC. |
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Dated: March 11, 2024 | By: | /s/ Ronald W. Loudoun |
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| Ronald W. Loudon |
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| CEO |
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