Form 10-K American Metals Recovery For: Dec 31

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May 27, 2022 5:47 PM EDT

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Exhibit 4.1

SECURED PROMISSORY NOTE $44,000,000.00 January 21, 2022 FOR VALUE RECEIVED, American Metals Recovery and Recycling Inc., having an address at 4306 Westbank Dr. B-l I0 Austin, Texas 78746 (“Maker”). promises to pay to the order of GNET ATC INC. (“Lender”). having an address at 2801 Network Blvd. Ste. 300 Frisco, Texas 75034. or at such other address as the holder of this Note may specify, the principal sum of (US$44,000,000.00) (the “Principal Balance”) with interest thereon, payable monthly at the rate of TEN PERCENT (10%) per annum with a maturity date of January 21, 2025 (“Maturity Date") Option to Extend Maturity Date. Maker shall have the two options to extend the Maturity Date twelve (12) months each time the option is exercised. (“Option”) Maker shall pay a fee equal to 1% of the outstanding principal balance at the time each Option is exercised. Principal. Maker’s payments of the principal amount to Lender must be paid in equal monthly payments starting on September 23, 2022 with the ﬁnal payment on the Maturity Date. lnterest. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed and shall be payable by Maker to Lender as a balloon payment at the Maturity Date. Maker may prepay the principal amount outstanding in whole or in part at any time without penalty, provided that Maker pays all accrued interest on such prepayment therewith. Any partial prepayment shall be applied against the last payments due hereunder, in the inverse order of maturity, and shall not postpone the due date of any other payments. ln the event Maker prepays the principal amount in full including all accrued interest, Maker will be obligated to pay Lender twelve ( l 2) months interest. None of the provisions of this Note may be waived, changed, or terminated orally or otherwise, except by a writing duly executed by Maker and Lender. This Note sets forth the entire understanding between Maker and Lender relating to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, relating thereto. This Note and the rights and obligations of Maker and Lender hereunder shall be governed by the laws of the State of Texas without regard to principles of conﬂicts of lawst Maker and Lender agree that in any action or proceeding brought on or in connection with this Note any court of competent jurisdiction within the state of Texas shall have exclusive jurisdiction of any such action or proceeding. Maker represents and warrants that (a) it is a corporation duly organized and existing under the laws of the state of Nevada and is duly qualiﬁed to do business and is in good standing in every state where the failure to qualify would material I y and adversely affect the ﬁnancial condition of Maker; and (b) the execution. issuance and delivery of this Note by Maker are within its company powers and have been duly authorized by all necessary company action, and this Note is valid, binding, and enforceable in accordance with its temis, and is not in violation of law or of the terms of Maker’s organizational documents and docs not result in the breach of or constitute a default under any indenture by which it or its property may be bound or affected. All representations and warranties contained herein or otherwise made in writing in connection herewith shall be true and correct and with the same force and effect as though such representations and warranties had been made on and as of the date of the making of any such borrowing. No delay or omission on the pan of Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note or any supporting document. A waiver on any one occasion shall not be construed as a Waiver of any such right or remedy on any ﬁ.|ture occasion. This Note is subject to the express condition that at no time shall Maker be obligated or required to pay interest on the Principal Balance at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the maximum rate which Maker is permitted by law to contract or agree to pay. lf, by the terms of this Note, Maker is at any time required or obligated to pay interest on the Principal Balance at a rate in excess of such maximum rate, the rate of interest under this Note shall be deemed to be immediately reduced to such maximum rate and interest payable hereunder shall be computed at such rate and the portion of all interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments in reduction of the Principal Balance. This Note may be sold, assigned, or split apart upon written agreement between the parties at any time. Executed effective as of the date ﬁrst set forth above. American Metals Recovery and Recycling Inc., (“Maker”) GNET ATC INC. (“Lender”) ”'/ M/' to /" _/"1' 7‘ A _V/M‘? :70’ ~\.._.. By: //V By: /7 /L’ . Nam¢I/ James Frinzi CEO Name: James G0 dman Titlez‘ Tillei Chairman ‘ {N0494l40. 2; 2

Exhibit 4.2

SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of January 21, 2022 (as amended, supplemented or otherwise modiﬁed from time to time in accordance with the provisions hereof, this "Agreement"), is made by American Metals Recovery and Recycling Inc.,, a Texas corporation ("Grantor"), in favor of GNET ATC INC., a Texas corporation, as Secured Party (in such capacity, together with its successors in such capacity, “Secured Party”). REC ITA LS WHEREAS, Grantor and the “Secured Party” have entered into that certain promissory note (the “Note”); and WHEREAS, under the terms of this Agreement, Grantor desires to grant to the Secured Party a security interest in the Collateral, as deﬁned herein, to secure any and all Secured Obligations, as deﬁned herein. NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration. the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. DEFINITIONS. All capitalized terms used herein without deﬁnitions shall have the respective meanings set forth in the Note. Unless otherwise deﬁned herein, terms used herein that are deﬁned in the Uniform Commercial Code as in effect from time to time in the State of Texas (the "UCC“) shall have the meanings assigned to them in the UCC. However, if a term is deﬁned in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9. 2. GRANT OF SECURITY INTEREST. (a) For value received, Grantor hereby grants to Secured Party, to secure the payment and performance in full of all of the Secured Obligations (as deﬁned in this Agreement), a security interest in and pledges and assigns to Secured Party all of Grantor’s right, title and interest in and to all of Grantor’s properties, assets, and rights, wherever located, whether Grantor now has or hereafter acquires an ownership or other interest or power to transfer, and all proceeds and products thereof, and all books and records relating thereto (the deﬁnition of Collateral speciﬁcally excludes all securities or shares of Grantor as well as any securities or shares that Grantor hereafter acquires in the ordinary course of business) (all of the same being hereinafter called the "C0llateraI"), including, without limitation: all personal and ﬁxture property of every kind and nature including all goods (including inventory, equipment, and any accessions thereto), instruments (including promissory notes), documents (whether tangible or electronic), accounts, all of Grantor's accounts receivable, including any accounts receivable acquired by Grantor from a third party, evidencing any right to payment for goods sold or leased or for services rendered, now existing or subsequently acquired, and the proceeds of the accounts receivable, including all goods returned to or repossessed by Grantor and all claims of Grantor against common carriers for goods lost or damaged in transit, chattel paper (whether tangible or electronic), money, deposit accounts, letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims described on Schedule 1 hereof as supplemented by any written notiﬁcation given by Grantor to Secured Party, securities and all other investment property, supporting obligations, and other contracts rights or rights to the payment of money, insurance claims and proceeds, tort claims, and all general intangibles (including all payment intangibles)‘ (b) If Grantor shall at any time hold or acquire a commercial tort claim, Grantor shall immediately notify Secured Party in writing of the details thereof and grant to Secured Party in such writing, in form and substance satisfactory to Secured Party, a security interest therein and in the proceeds thereof. 3. SECURED OBLIGATIONS. This Agreement secures the prompt and full performance and payment of all of the indebtedness, obligations, liabilities, and undertakings of Grantor to the Secured Party, of any kind or description, individually or collectively, whether direct or indirect, joint or several, absolute or contingent, due or to become due, voluntary or involuntary, now existing or hereafter arising (including, all interest, fees (including reasonable attorneys‘ fees), costs, and expenses that Grantor is hereby or otherwise required to pay and perfonn pursuant to the Note, this Agreement, or any other documents, by law or otherwise accruing before and after the ﬁling of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to Grantor, whether or not a claim for post-petition interest, fees or expenses is allowed in such proceeding), irrespective of whether for the payment of money, under or in respect of the lntercreditor Agreement, the Notes, this Agreement, or any other documents, including instruments or agreements executed and delivered pursuant thereto or in connection therewith (the "Secured Obligations"). 4. CHANGES IN LOCATION OF COLLATERAL. Grantor hereby agrees to notify Secured Party, in writing or via electronic communication, within ﬁve (5) business days upon any change in the location of any Collateral and provide Secured Party with the new location of such Collateral. 5. _C,H__A_N_GE_S IN, (_}_RANf,l‘_OR. Grantor hereby agrees to notify Secured Party, in writing or via electronic communication, at least ﬁfteen (I5) days before any of the following actions: (a) change in the location of Grantor's place of business; (b) change in Grantor's name; (e) change in Grantor's type of organization; (d) change in Grantor's jurisdiction of organization; and (e) change in Grantor's corporate structure. 6. GRANTOR REPRESENTATIONS AND WARRANTIES. Grantor hereby represents, warrants, and covenants that: this Agreement creates in favor of Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations, and such security interest is ﬁrst priority. Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it. 7. GRANTOR COVENANTS AND INSURANCE. Grantor hereby grants to Secured Party the right to enter Grantor's property to inspect the Collateral at any reasonable time, provided that Secured Party gives Grantor notice within ﬁve (5) days of any inspection, however in no case shall notice be required if Secured Party enters Grantor's property for the purposes of remedying a breach of this Agreement as provided in Section I0 of this Agreement. Grantor agrees to: (a) maintain the Collateral in good order, repair, and condition at all times, provided, however, reasonable wear and tear shall not be deemed a defect or non-conformance under this provision or any relevant provision of this Agreement; (b) timely pay all taxes, judgments, levies, fees, or charges of any kind levied or assessed on the Collateral; (c) timely pay all rent or mortgage payments of any kind as applicable to any real property upon which any part of the Collateral is located; and (d) have and maintain at all times a hazard insurance policy on the Collateral underwritten by an insurance company, and in an amount, approved 2 by Secured Party, but in no way shall the amount of insurance he less than the replacement cost of the Collateral. Grantor hereby assigns to Secured Party all rights to any proceeds of any insurance procured under this Section, and authorizes Secured Party to receive such payments and execute any and all documents required to receive such payments. If Grantor fails to provide for the insurance as set out in this Section, Secured Party, in addition to any remedies as set out in this Agreement, may procure the requisite insurance on the Collateral on its own behalf and charge Grantor with any and all costs of such procurement. 8. PERFECTION OF SECURITY INTEREST. Grantor agrees that at any time and from time to time, at the expense of Grantor, Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder or under any other agreement with respect to any Collateral. Grantor hereby authorizes Secured Party to file or record any document necessary to perfect, continue, amend, or terminate its security interest in the Collateral, including, but not limited to, any ﬁnancing statements, including amendments, authorized to be ﬁled under the UCC, without signature of Grantor where permitted by law, including the ﬁling of a ﬁnancing statement describing the Collateral as all assets now owned or hereafter acquired by Grantor, or words of similar effect. Grantor also hereby ratiﬁes any previously ﬁled documents or recordings regarding the Collateral, including but not limited to, any and all previously ﬁled ﬁnancing statements. 9. REMEDIES. If an Event of Default shall have occurred and be continuing, Secured Party may do any or all of the following: (a) declare all Secured Obligations immediately due and payable; (b) enter Grantor's property where the Collateral is located and take possession of the Collateral without demand or legal process; (c) require Grantor to assemble and make available the Collateral at a speciﬁc time and place designated by Secured Party; (d) sell, lease, or otherwise dispose of the Collateral at any public or private sale in accordance with the law; and (e) enforce payment of the Secured Obligations and exercise any rights and remedies available to the Secured Party under law, including, but not limited to, those rights and remedies available to the Secured Party under Article 9 of the UCC. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party shall give to the Grantor at least ten (I0) days’ prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. The Grantor hereby acknowledges that ten (10) days’ prior written notice of such salc or sales shall be reasonable notice. 10. SECURED PARTY RIGHTS. No delay, omission, or failure on the part of any Secured Party to exercise or enforce any of its rights or remedies, either granted under this Agreement or by law, shall constitute an estoppel or waiver of such right or remedy or any other right or remedy. Any and all rights of the Secured Party provided by this Agreement shall inure to the beneﬁt of its successors and assigns. I l. SEVERABILITY AND MODIFICATION. If any of the provisions in this Agreement is determined to be invalid, illegal, or unenforceable, such determination shall not affect the validity, legality, or enforceability of the other provisions in this Agreement. No waiver, modiﬁcation or amendment of, or any other change to, this Agreement will be effective unless done so in a separate writing signed by Secured Party. 3 l2. NOTICES. Any notice or other communication required or pennittcd to be given under this Agreement, including, without limitation, notices under this Agreement, shall be given and shall become effective upon written notice to the addresses listed in the Secured Promissory Note between the Parties. l3. ENTIRE AGREEMENT. This Agreement (including all documents referred to herein) represents the entire agreement between the parties, and supersedes all previous understandings and agreements, whether oral or written, regarding the subject matter hereof. 14. .IURlSDlC'l‘lO_l;I. This Agreement will be interpreted and construed according to the laws of the State of Texas. including, but not limited to, the UCC, without regard to ch0ice—ol'-law rules in any jurisdiction. 15. COUNTERPARTS. This Agreement may be executed by the parties hereto in counterparts, each of which when so executed and delivered shall be deemed an original for all purposes, but all such counterparts shall together constitute one and the same instrument. I 6. [Signature page f0ll0ws.] l457H35vl IN WITNESS WHEREOF, the undersigned Grantor and Secured Party have executed this Security Agreement as of the date ﬁrst above written. ACCI-JPTED AND AGREED as ofthe date ﬁrst above written: GNET ATC [NC., as Secured Party .//_ /_. W__ By: Q .. I / i GRANTOR: American Metals Recovery and Recycling Inc. // Byj V ,'/ {V-\ z - / Name: ,}L-"/ James Frinzi Title: CEO Name; \~~’ James Goddman i Title: Chairman F

Exhibit 4.3

ASSIGNMENT Gordon Muir, (“Assignor") do hereby grant, bargain, sell, assign, transfer, and convey unto Specialty Capital Lenders LLC, a Wyoming Limited Liability Company, for good and valuable consideration. the receipt and sufficiency of which is hereby acknowledged. all of Assign0r's right, title and interest in and to all sums due to Assignor by American Metals Recovery & Recycling, lnc., to include, but not limited to Account 20500 — Accrued Expenses (salary) and Accoun 21000 — due to G.Muir — (ofﬁcer). lN WITNESS WHEREOF, the undersigned has executed this Assignment effective as of this 16"" day of December 2019. n Muir OBLIGATION EXTF,NSI()N AGREEMENT T hi5 (,)BLI(}ATlO?\i EX'HjT\i$i()N ,~\C»Rli{~fMl'.NT. (hcreinafier rcf<:rrcd to as "lixtensmn /\grcu;m~:\x.‘”) is entered into as ofllccembcr H4. 2029, by zmd between Speciahy Lfupixal hzndgrs I,LC_ a V~’ymning Limited l_iaI>i!ii_\' (Tumpany. ('hcrcinz1I‘Ler caiicd “I_,cr1<!crs") and Anxcrican Mclals Rccowry A’; Rcc_\‘\3§ing ln<.. (fzxpiwl lncz. a E\’¢\=ada corgmratiun Qhereimfhrr‘ caficd “!\MRR"). Vv‘II¥'%R.kI!\_\f. <fmrdr>n Muir. as Assignor, did hcrch} gram, bargain. scil. as-sign. zmnsibr. and come; unw !.¢n<Iers fur gum! and valuable ¢<>nsideruli(>n ali of/\ssig;n<.1r'> right, (Me and imcrcsi in and to mi? sum< due to A»*ig110r by AMRR to inciudc“ hm um iimiicd w Ac¢<.>um Z()5(>U ~ Accrued lixpenscs (>aa%ary) and Acmun Z1U(J()— due Iv (}.!\<11,1ir~(<,\ﬁ3ccr)4 \*\"i{F,R¥1.-<\,‘%. Lenders and AMRR zxcknm\lc<igetl1zn the total of said ubiigminn> are 5289.57.85 an; of ms daze hcreoi WH§;R}‘{x\S., I,cnclcr:\" and AMRR desire to enter Emu this iixtcnsion Agreement in order U) to c0|\t%nn lhc correct the amount that is due and payable and (ii) to extend the due dam: oftlw Prcnnissory Note in .I:mum"y 1. 2021 f\;(')\>v‘. TI §f~1RH‘()RE*l, Lenders and A MRR hawcby agree as follows I. The muiurity dam oflhe ubligaiion is extended 10 January L 2021. 2. The amount due to Lenders by AMRR under this obligation is the wrn of $8<J.Z57.&5 as at Scpxcmhcr 30. 1(3)‘). 3; The unpaid principal ofthc ohiigmion m"$8‘?).257.85 bears interest from January 1, 2020 at the inwrcxt mic of ﬁve (5%) per emuum. 4. Imercsi wgcthcr with ihc principai due shali be paid on Jzmuary L 1302!. l?\ \\’!T?\’!§SS \J\’§§E'lRl.ZOF.‘ Lendcrs and AMRR have executed this EX!¢‘I1$;iOh Agreemem as of Dcculn bcr I3. 2411‘). SPF.("lAl.T\’ ' PITAL LENDERS LLC B» , ...,,-.~ Name: Ronald .1. f 'uh r Hue: DulyAulhorized AMERl(“A?\’ METALS RI'l(T()VERY AND RECYCLING INC, Dehneniuofft ' ‘uca (___'_~_____d___ Title; ~?7§5?;T3é,'§iw:CT!1icf kiwczative ()ﬂ'xccr

Exhibit 21.1

AMERICAN METALS RECOVERY AND RECYCLING INC.
SUBSIDIARIES OF THE REGISTRANT

Name		State of Formation, Organization or Incorporation
AMR Resources, LLC		Delaware

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, James Frinzi, Chief Executive Officer of American Metals Recovery And Recycling Inc., certify that:

1. I have reviewed this Annual Report on Form 10-K of American Metals Recovery and Recycling Inc. (the “registrant”); and

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period(s) in which this Annual Report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting

Date: May 27, 2022

/s/ James Frinzi

James Frinzi

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Jeremie Peterkin, Chief Financial Officer of American Metals Recovery And Recycling Inc., certify that:

1. I have reviewed this Annual Report on Form 10-K of American Metals Recovery and Recycling Inc. (the “registrant”); and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting

Date: May 27, 2022

/s/ Jeremie Peterkin

Jeremie Peterkin

Chief Financial Officer

(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Annual Report of American Metals Recovery and Recycling Inc. (the “Company”) on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 27, 2022

/s/ James Frinzi

James Frinzi

Chief Executive Officer

(Principal Executive Officer)

Date: May 27, 2022

/s/ Jeremie Peterkin

Jeremie Peterkin

Chief Financial Officer

(Principal Financial Officer)

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