Item
3.02 Unregistered Sales of Equity Securities
On
January 11, 2018, Argentum 47, Inc. (formerly known as Global Equity International, Inc.) (“Company”) entered into
a Funding Agreement with Xantis S.A. a company incorporated under the Laws of Luxembourg that is the legally appointed fund management
company of Xantis Private Equity (“Lender”), a sub-fund of Xantis Investments Securitisation Fund, pursuant to which
the Lender, through its management company, agreed to loan the Company a minimum of £2,000,000 (approximately U.S.$2.7 million).
The
agreement stated that each tranche of the loan would be evidenced by a Convertible Note, bearing interest at 6% per annum. The
interest on the Convertible Notes would be payable semi-annually. The first semi-annual interest payment would be made in cash
or, at the option of the Lender, in shares of our Common Stock at the conversion price indicated in the Convertible Notes. The
Convertible Notes would mature on the 366
th
day following issuance (“Maturity Date”). The principal and
any accrued, but unpaid, interest outstanding on the Maturity Date would be mandatorily converted into shares of our Common Stock.
The
agreement stated that the conversion price under the Convertible Notes would be equal to the greater of U.S.$0.02 or the average
closing price of Borrower’s Common Stock on the Over-the-Counter Bulletin Board for the prior 60 trading days (subject to
equitable adjustments for stock splits and similar events). A “trading day” means any day on which the Common Stock
is tradable for any period on the stock exchange on which the Borrower’s Common Stock is traded or quoted.
On
January 12, 2018, the Funding Agreement was filed with the SEC as Exhibit 10.1 to a Form 8-K Current Report.
Subsequently,
on January 12, 2018, Xantis Private Equity, through its appointed Trustees, wired an initial tranche of funding to the Company
in the amount of U.S.$400,000.
On
January 11, 2019, the appointed Trustees of both Xantis Private Equity Fund and Xantis Aion Securitisation Fund contacted the
Company and requested that all monies lent to date from Xantis Private Equity including the accrued interest be transferred to
Xantis Aion Securitisation Fund as the latter had taken over the Argentum 47, Inc. debt from the former lender, Xantis Private
Equity.
On
January 14, 2019, in accordance with the written instructions received by the lender´s Trustees, the Company fully repaid
Xantis Aion Securitisation Fund a total of U.S.$424,000 (U.S.$400,000 of principal and a further U.S.$24,000 in accrued interest)
by way of the issuance 21,200,000 shares (restricted under Rule 144) of its common stock at a conversion price of U.S.$0.02 per
share.
The
above 21,200,000 shares of our Common Stock were issued in reliance on the exemption from the registration requirements of the
Securities Act of 1933, as amended (“33 Act”), provided by Section 4.(a)(2) of the 33Act and/or the exclusion from
the registration requirements of the 33 Act provided by Regulation S promulgated thereunder.