Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Acquisition of Healthy Lifestyle

On August 29, 2024, Integrated Ventures, Inc. (the "Company"), through MedWell Direct, LLC ("Medwell"), a Nevada limited liability company and a wholly-owned subsidiary of the Company, consummated its acquisition of 51% of the membership interests (the "Membership Interests") of Healthy Lifestyle USA LLC, a Florida limited liability company ("Healthy Lifestyle"), pursuant to execution and delivery of that certain membership interest purchase agreement, dated as of August 14, 2024 (the "Purchase Agreement"), between Medwell, Healthy Lifestyle, and the members (the "Selling Members") of Healthy Lifestyle.

The purchase price for the Membership Interests was $350,000, consisting of $250,000 in cash (the "Cash Payment") and 97,087 shares of the Company's common stock (the "Purchase Shares") with a market value of $100,000. The number of Purchased Shares was based on the $1.03 closing price of the Company's common stock on the OTCQB marketplace on August 28, 2024, the date immediately preceding the closing date. The Selling Members are also entitled to a potential post-closing earn-out payment based on Healthy Lifestyle's financial performance.

Pursuant to the Purchase Agreement, Medwell shall facilitate (i) an operating loan for Healthy Lifestyle in the aggregate amount of $182,000 for working capital and (ii) an advertising credit line for Healthy Lifestyle up to $300,000 on commercially reasonable terms for advertising expenses.

Promissory Note

Effective August 27, 2024, Healthy Lifestyle made a promissory note in favor of Medwell (the "Note") in the principal amount of $182,000, for working capital purposes, with such principal to be issued as follows: (i) $42,000 on the effective date of the Note; (ii) $60,000 15 days after such effective date of the Note and (iii)$80,000 45 days after such effective date of the Note. The Note shall not bear any interest, and the repayment of the principal amount is due on or before the six-month anniversary of the Note.

Line of Credit to Healthy Lifestyle

On August 27, 2024, Medwell entered into a line of credit agreement (the "Line of Credit Agreement") with Healthy Lifestyle whereby Medwell agreed to loan Healthy Lifestyle $100,000 to be used exclusively for pay-per-click advertising ("PPC"). Pursuant to the Line of Credit Agreement, if Healthy Lifestyle repays the $100,000 loan amount and achieves a certain cost to acquire a customer ("CPA") of $225 (not including marketing admin fees/commissions), Medwell shall lend Healthy Lifestyle $200,000 to be used exclusively for PPC, and if Healthy Lifestyle repays the $200,000 loan amount and achieves a CPA of $225, Medwell shall lend Healthy Lifestyle $300,000 to be used exclusively for PPC. Such $100,000 initial funding was made on August 27, 2024.

The principal amount of the loan bears interest at 0.00% per annum. The principal amount of the loan shall be due and payable in full on or before the six (6) month anniversary of August 26, 2024.

The preceding descriptions of the Purchase Agreement, the Note, and the Line of Credit Agreement are provided for summary purposes only and are qualified in their entirety by reference to such agreements, copies of which are filed, respectively, as Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

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