On February 26, 2016, Shareholder (hereafter referred to as “Selling Holder” or by name) of Building Turbines, Inc. which is a publicly filed Nevada Company (BLDW), entered into a purchase and exchange agreement with FutureWorld Corp. (hereafter referred to as “FWDG”) a Delaware Corporation and its partially owned subsidiary HempTech Corp., (hereafter referred to as “HTC”), a Delaware Corporation, to deliver to FutureWorld, and HempTech Shareholders, the certain share holdings of Building Turbines, Inc., as an exchange for such consideration as set forth in the agreement.
Consideration for the purchase and exchange agreement shall be as follows (collectively the “Consideration”):
| ||a. ||A purchase price paid for by the issuance of 62,500,950 shares of Common stock, par value $0.001, on the Closing Date (after recapitalization) to HempTech Corp shareholders. All such common shares shall be received of the BLDW common shares under the requisite restriction of Rule 144 of the Securities Act. |
| ||b. ||In return for those shares of BLDW as designated, the BLDW selling holder, John Graham, shall receive, post-reverse division, an amount of common shares of the Corporation which will be equal to nine and nine tenths percent (9.9%) of the total outstanding common shares of the Corporation (“Exchanged Shares”) after such reverse division occurs and the initial post-reverse issuance occurs. The amount of shares to be initially issued shall for such 9.9% of the total outstanding common shares after the reverse division shall be 6,187,594 common shares. |
The Company has agreed, subject to certain exceptions with respect to unsolicited proposals, not to initiate, facilitate, solicit, encourage (including, without limitation, by way of furnishing non-public information) or accept any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to result in, an “acquisition proposal” or engage in, continue or otherwise participate in any discussions, communications or negotiations regarding an acquisition proposal. The Company also has agreed that its Board of Directors shall not approve or recommend, or publicly propose to approve or recommend, to the Company's shareholders any acquisition proposal or approve, authorize or permit or allow the Company to enter into any agreement, arrangement or understanding with respect to any acquisition proposal or enter into any agreement, arrangement or understanding in principle requiring the Company to abandon, terminate, or fail to consummate the transactions contemplated by, or breach any of its obligations under, the Asset Purchase Agreement.
We expect to close the transaction by mid-March 2016. More information will be provided as to the completion of this agreement when available. This is our third spin-off so far and second in 2016. We are expecting more to follow.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
/s/ Sam Talari
Principal Executive Officer
Dated: March 01, 2016
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