STAL Star Alliance International Corp (CE)

On March 28, 2022, we received short term financing from a private investor under a 10% Fixed Convertible Secured Promissory Note in the principal amount of $400,000 (the “Note”). The Note bears interest at a fixed rate of at 10% per annum with all principal and interest due at maturity on July 31, 2022. The Note is secured by a security interest and lien on all equipment located at our Troy mine in Mariposa County, California. At the option of the investor, and at any time prior to the maturity date, the principal and interest owing under the Note may be converted into shares of our common stock at a conversion price equal to 50% of the lowest closing market price for our common stock during the five trading days preceding the conversion. The investor’s ability to convert the Note is limited such that the investor may not make a conversion to the extent that, following such conversion, the investor would own more than 25% of our outstanding common stock. In connection with the issuance of the Note, and as additional consideration to the investor, our Chairman Richard Carey has agreed to transfer 4,000,000 shares of our common stock held by him to the investor within 15 days of the issue date.

A portion of the funding received under the Note will be used to pay the entirety of the remaining balance due on our purchase of the Troy mine, with the remaining funds to be used toward the commencement of our mining operations.

The Note, which is filed herewith as Exhibit 10.1, should be reviewed in its entirety for additional information.