JRVS iMine Corporation (PK)

Item 1.01 Entry into a Material Definitive Agreement & Amendments

On March 27, 2023, RAC Real Estate Acquisition Corp., a wholly owned subsidiary of My City Builders, Inc., (“RAC”) entered into a Limited Liability Company Agreement dated effective March 27, 2023, (the “Agreement”) with, Frank Gillen, an individual (“Mr. Gillen”) and Michael Colvard, an individual (“Mr. Colvard”).

As a result of the Agreement, RAC, Mr. Gillen and Mr. Colvard formed a limited liability company called RAC Gadsden, LLC (the “LLC”) incorporated in the state of Alabama. The LLC will continue until terminated pursuant to the Agreement or as provided for under the laws of Alabama. The purpose of the LLC is to purchase, finance, collateralize, improve, rehabilitate, market, sell or lease property, as well as to carry on any lawful business, purpose or activity, except as prohibited by law. The LLC has three members RAC, Mr. Gillen and Mr. Colvard with an initial contribution of $98.00, $1.00 and $1.00, respectively, in exchange for a membership interest of 98%, 1% and 1% respectively. Each member is entitled to vote in accordance with their respective membership interest. The LLC is a member managed LLC.

The Agreement provides that additional capital contributions of the members may be required in such amounts and in such manner as a majority of the members may deem necessary for the acquisition, improvement, operation and maintenance of the property of the LLC. Such contributions may be in the form of cash, real or personal property, or contract rights or other intangible property, if additional capital contributions are required each member shall be required to contribute their portion in accordance with their membership interest ratio. Under the Agreement profits and losses are allocated by the LLC to the members based on membership interest ratios of the members.