CAPITAL FINANCIAL GLOBAL, INC. (NYSE:C) Files An 8-K Entry into a Material Definitive Agreement

CAPITAL FINANCIAL GLOBAL, INC. (NYSE:C) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01—Entry Into A Material Definitive Agreement

Sale of St. Louis Mine

On November 29, 2016, Capital Financial Global, Inc. (the “Company”), entered into a Stock Purchase Agreement (the “SPA”) with Ireteba Mining Company, LLC, an unaffiliated Nevada limited liability company (“Ireteba”), wherein the Company sold Ireteba 50% of the ownership units in its wholly-owned subsidiary, Capital Financial, LLC (“Capital”), which holds title to the Company’s St. Louis Mine property (the “Mine”).

to the SPA, the full purchase price and consideration paid is comprised of the full assumption (the “Assumption”) of a certain promissory note dated December 22, 2011 (the “Note”), between the Company and Red Castle Enterprises, LLC (“Red Castle”), which had a balance of $324,136.99 on the date of the SPA and Assumption. The Note was originally issued by the Company to Red Castle as part of the original purchase price for the Mine.

The effect of the sale is that Capital Financial Global, Inc. no longer owns any interests in any mining related properties, furthering its stated departure from any mining related activities.

Ireteba is owned 50% by Bruce Yeomans, a past advisor to the Company.

The foregoing description of the SPA (including the description of disposed assets and the consideration received) and the Assumption is qualified in its entirety by reference to the SPA and the Assumption, a copy of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein.

Assumption of Red Castle Enterprises Note

Concurrent with the SPA, on November 29, 2016, the Company and Ireteba entered into an assumption and assignment agreement (“Assumption”), wherein Ireteba agreed to fully assume all responsibility for that certain promissory note dated December 22, 2011 (the “Note”), between Capital and Red Castle, which had a balance of $324,136.99 on the date of the Assumption. The Note was originally issued by the Company to Red Castle as part of the original purchase price for the Mine.

The foregoing description of the SPA (including the description of disposed assets and the consideration received) and the Assumption is qualified in its entirety by reference to the SPA and the Assumption, a copy of which are filed as Exhibit A and Exhibit B, respectively, and incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 is incorporated by reference in this Item 2.01.

On November 29, 2016, to the SPA and the Assumption, the Company completed its disposition of the St. Louis Mine and all of its related assets, which are comprised of 85.5 acres of land and 5 lode mining claims.

Item 2.05 Costs Associated with Exit or Disposal Activities.

The information set forth in Item 1.01 is incorporated by reference in this Item 2.05.

On November 29, 2016, to the SPA and the Assumption, the Company completed its disposition of the Mine for consideration valued at $324,136.99.

The original purchase price of the Mine was $1,000,000, but was booked and carried at the discounted value of $548,835. Because the Mine was disposed of for consideration valued at $324,136.99, the company expects to book a loss for the difference in the amount of $224,698.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 10.1

Stock Purchase Agreement

Exhibit 10.2

Assumption Agreement


About CAPITAL FINANCIAL GLOBAL, INC. (NYSE:C)

Citigroup Inc. (Citi) is a financial services holding company. The Company’s businesses provide consumers, corporations, governments and institutions with a range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, trade and securities services and wealth management. It operates through two segments: Citicorp and Citi Holdings. Citicorp is focused on providing products and services to customers and leveraging the Company’s global network, including various economies. Global Consumer Banking (GCB) consists of Citi’s geographical consumer banking businesses that provide traditional banking services to retail customers through retail banking, including commercial banking, and Citi-branded cards and Citi retail services. Citi Holdings contains businesses and portfolios of assets that Citi has determined are not central to its core Citicorp businesses.

CAPITAL FINANCIAL GLOBAL, INC. (NYSE:C) Recent Trading Information

CAPITAL FINANCIAL GLOBAL, INC. (NYSE:C) closed its last trading session up +0.50 at 60.99 with 8,930,624 shares trading hands.

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