CFGX Capital Financial Global Inc (CE)

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 100% 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”).

Pursuant 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 100% 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.