8-K

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): July 22, 2022 

iMine Corporation

(Exact name of Registrant as specified in its charter)

Nevada	000-55233	27-3816969
(State or other Jurisdiction of Incorporation or organization)	(Commission File Number)	(IRS Employer I.D. No.)

488 NE 18th Street, #2307

Miami, FL 33132

Phone: (786) 553-4006

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

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 l4a- l2 under the Exchange Act (17 CFR 240. l4a- l2)

☐ Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240. l4d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l3e-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

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. ☐

Item 1.01 Entry into a Material Definitive Agreement & Amendments

On July 22, 2022, RAC Real Estate Acquisition Corp., a wholly owned subsidiary of iMine Corp., (“RAC”) received a Promissory Note dated July 22, 2022 in the principal amount of $672,960 (the “Note”) from, and entered into a Loan Agreement dated July 18, 2022 (the “Agreement”) with, Fix Pads Holdings, LLC a South Carolina limited liability company (“Fix Pads”).

The Note has a 12% interest rate per annum payable as follows: (1) a pre-payment on July 22, 2022 of pro-rated interest for the period from July 22, 2022 through July 30, 2022 in the amount of $2,212.47; (2) a pre-payment of interest on August 1, 2022 for the period from August 1, 2022 through September 30, 2022 in the amount of $13,496.07; and then (3) monthly payments of interest only beginning on October 1, 2022 and continuing on the 1^st day of each month thereafter until all principal and accrued interest are paid in full by July 1, 2023. The Note is secured by mortgages or deeds of trust on property at the following addresses:

409 West Sycamore Street, Chase City, Virginia 23924;

4324 Rio Road, Vicksburg, Mississippi 39180;

314 Lakehill Drive, Vicksburg, Mississippi 39180;

728 Cedar St., Greenville, Mississippi 38701;

16441 Northeast 58^th, Silver Springs, Florida 34488;

1320 North 5^th Avenue, Laurel, Mississippi 39440; and

4 Aqua Drive, Cherokee Village, Arkansas 72529.

Consideration for the note was paid in part by RAC in the amount of $328,625.72 and in part by an investor, Frank Campanaro, (“Third Party”) in the amount of $328,625.73 (together both amounts equal $657,251.45 which represent the total Note amount of $672,960 minus the two prepayments described above).

On July 26, 2022, RAC entered into a Partial Assignment of the Promissory Note dated July 25, 2022 (“Assignment”) with Third Party whereby RAC assigned to Third Party the right to payment of principal in the amount of $336,480 and the right to half of the amount of any interest payments made on the principal amount of the Note.

Item 2.01 Completion of Acquisition or disposition of Assets

The disclosure in Item 1.01 of this Form 8-K is incorporated into this Item 2.01 by reference. The Note and Agreement were completed as of the date of the Note on July 22, 2022. The net result of the Note, Agreement and Assignment disposed of $328,625.73 in cash and acquired $334,480 in the form of the secured Note.

Item 9.01 Financial Statements and Exhibits

(d) The exhibits listed in the following Exhibit Index are filed as part of this report:

Exhibit No.	Description
99.1	Loan Agreement dated July 18, 2022
99.2	Promissory Note effective July 22, 2022
99.3	Partial Assignment of Promissory Note effective July 26, 2022

2

SIGNATURES

Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

iMine Corporation
By:	/s/Jose Maria Eduardo Gonzales Romero	July 27, 2022
	Jose Maria Eduardo Gonzalez Romero	Date
	Its: Chief Executive Officer

3

EX-99.1

EXHIBIT 99.1

 

 

 

 

 

 

 

EX-99.2

EXHIBIT 99.2

 

 

EX-99.3

EXHIBIT 99.3

PARTIAL ASSIGNMENT OF PROMISSORY NOTE

THIS PARTIAL ASSIGNMENT OF PROMISSORY NOTE is entered into effective July _____, 2022 by and between RAC Real Estate Acquisition Corp., a Wyoming Corporation, ("Assignor") and Frank Campanaro, an Individual ("Assignee" and together with the Assignor, the “Parties”).

RECITALS

WHEREAS, Fix Pads Holdings, LLC, a South Carolina limited liability company, (the “Maker”) executed that certain Promissory Note dated July 22, 2022, in the original principal amount of Six Hundred and Seventy-Two Thousand Nine Hundred Sixty and No/100 ($672,960) and payable to Assignor (the “Note”);

WHEREAS, the Note is secured by Mortgages or Deeds of Trust in Real Property the descriptions of which are set forth in Exhibit A (“Exhibit A”) attached hereafter;

WHEREAS, Consideration for the Note was paid to the Maker by the Parties, each paying half the principal amount to the Maker; and

WHEREAS, Assignor desires to assign to Assignee half of the Note in the principal amount of Three Hundred Thirty-Six Thousand Four Hundred Eighty and No/100 ($336,480), and Assignee desires to assume rights and obligations under the Note, including the right to receive payment thereunder.

AGREEMENT

NOW THEREFORE, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Assignment and Assumption. Effective as of the date written above, Assignor hereby assigns, and Assignee hereby assumes, Assignor’s rights and obligations under the Note as follows:

1.1.	Right to payment of principal in the amount of Three Hundred Thirty-Six Thousand Four Hundred Eighty and No/100 ($336,480);
1.2.	Right to half of any interest payment made on the Note as set forth in the Note;
1.3.	Right to inclusion of Assignee on any and all mortgages or deeds of trust of real property, as set forth in Exhibit A, upon which the Note is secured and
1.4.	All other rights and obligations under the Note to equal the rights and obligations of Assignor.

1

2.	Representations and Warranties. Assignor represents and warrants to Assignee that (a) concurrently with this Assignment, it will deliver to Assignee a copy of the executed Note, including any modifications and amendments thereto; (b) the Note is in full force and effect and that no Event of Default, as defined in the Note, has occurred thereunder; and (c) it has not assigned the Note to any third parties.
3.	Further Assurances. The Parties will take such additional actions as each may reasonably request to effect, consummate, confirm, or evidence the assignment contemplated herein.
4.	Binding Effect; Parties. This Assignment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
5.	Governing Law. This Agreement is governed by the laws of the State of Florida without regard to principles of conflicts of laws.
6.	Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or other electronic signature (including .pdf).

[SIGANTURE PAGE TO FOLLOW]

2

IN WITNESS WHEREOF, the Parties have caused this Partial Assignment Agreement to be duly executed as of date first above written.

ASSIGNOR:

RAC REAL ESTATE ACQUISITION CORP.

Frank Gillen, CEO

ASSIGNEE:

Frank Campanaro

By signing below, Maker hereby acknowledges and affirms receipt of this Partial Assignment of Promissory Note and that any payment Assignee is entitled to under this Assignment shall be paid directly to Assignee by Maker.

MAKER:

FIX PADS HOLDINGS LLC

Seth Sheppard

3

EXHIBIT A

Street	City	State	Zip	Value	60%
409 West Sycamore Street	Chase City	Virginia	23924	$207,000	$124,200
4324 Rio Road	Vicksburg	Mississippi	39180	$159,900	$95,940
314 Lakehill Drive	Vicksburg	Mississippi	39180	$149,900	$89,940
728 Cedar st.	Greenville	Mississippi	38701	$169,900	$101,940
16441 Northeast 58th	Silver Springs	Florida	34488	$140,000	$84,000
1320 North 5th Avenue	Laurel	Mississippi	39440	$145,000	$87,000
4 Aqua Drive	Cherokee Village	Arkansas	72529	$149,900	$89,940
				$1,121,600	$672,960

4

XML

Cover	Jul. 22, 2022
Cover [Abstract]
Entity Registrant Name	iMine Corporation
Entity Central Index Key	0001556801
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jul. 22, 2022
Entity File Number	000-55233
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	27-3816969
Entity Address Address Line 1	488 NE 18th Street
Entity Address Address Line 2	2307
Entity Address City Or Town	Miami
Entity Address Postal Zip Code	33132
City Area Code	786
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	553-4006
Entity Address State Or Province	FL