STAL Star Alliance International Corp (CE)

Item 1.01 Entry into a Material Definitive Agreement

On December 15, 2021, we entered into a Share Purchase Agreement (the “Agreement”) to purchase 51% of Compania Minera Metalurgica Centro Americana SA., a Honduran corporation (“Commsa”). Under the Agreement, we will acquire shares in Commsa representing 51% of its share capital from Commsa’s sole shareholder, Juan Lemus, in exchange for a purchase price of $1,000,000 in cash and 5,000,000 shares of our common stock to be issued to Mr. Lemus. In addition, the Agreement requires us to provide $7,500,000 in working capital to expand mining operations in Commsa’s Rio Jalan gold mining project. This transaction will become effective on January 1, 2022. Our ability to fund the cash portion of the purchase price, and to fund the required working capital for Commsa’s mining project, will depend on our ability to raise additional capital through debt and/or equity financing arrangements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Commsa’s Rio Jalan gold mining project is located in Olancho state in the highlands of Central Honduras. The project runs along a 12.5 mile stretch of the Rio Jalan River in a peaceful agrarian area populated by farmers and ranchers in five nearby villages. The Rio Jalan project’s gold mines are already producing gold, and operations will be expanded early next year. Local small mining operations in the area are producing approximately 250 oz. to 300 oz. of gold per site per month, but are losing approximately 50% of the recoverable gold particles in processing. We intend to expand operations at the Rio Jalan project using modern equipment, including our new Genesis program. We believe our Genesis technology can lead to significantly higher quantities of gold per site, with to 98% of recoverable gold being retained.