Blue Biofuels Inc (BIOF)

[DJPennyTrader]

This 8k is huge!!!

http://ih.advfn.com/p.php?pid=nmona&article=66915921&symbol=ALLM

On May 13, 2015, AMG Energy Group, LLC (“AMG”) (a 51%-owned affiliate of Alliance BioEnergy Plus, Inc. (the “Company”)) entered into a series of agreements with various entities to sublicense (the “Sublicense”) its cellulose to sugar process technology (“CTS”) in South Africa (including Lesotho, Swaziland and Botswana, the “Territory”) and to provide for the development of one or more processing plants in the Territory.

AMG presently owns 50% of Carbolosic, LLC, which holds a license from the University of Central Florida Foundation for the CTS technology and AMG has the right to sublicense the CTS technology in North America and Africa. Under the terms of several agreements between the Company and various other parties, AMG sublicensed the CTS technology to Naldogen (Pty) Ltd., an existing South African company, which will be renamed Carbolosic Energy SA PTY LTD (“Carbolosic SA”). Carbolosic SA shall be solely devoted to exploitation of the CTS technology in the Territory. The territory covered by the Sublicense is South Africa, Lesotho, Swaziland and Botswana and the term of the Sublicense is coterminous with the master license (i.e. through July 1, 2032). The consideration for the grant of the License is US$25,000,000 (“License Fee”), which must be paid or guaranteed within six (6) months of the date of the Sublicense agreement. In addition to the license fee, the Sublicense holder will pay AMG a royalty of 3.5% of the revenues on the first CTS plant developed in the Territory and a 5.0% royalty on the revenues of additional plants developed in the Territory.

Carbolosic SA’s shareholders have entered into a Shareholders Agreement whereby, among other matters, it was agreed that ownership of Carbolosic SA shall be held by Tes Projects (Pty) Ltd, a South African company (“Tes”) as to 43.5%, Spearhead Capital Ltd, a Seychelles company (“Spearhead”) as to 24.5%, Jupiter Trust, a South African Trust (“Jupiter”) as to 7.5% and the Company as to 24.5%. TES, Spearhead and Jupiter are all unrelated to the Company. The interests of Tes and Jupiter are delivered in consideration of the funding or guarantee of funding of the License Fee; Spearhead’s interest is in consideration of facilitating the Sublicense transaction; and the Company’s interest is in exchange for the delivery to Carbolosic SA of a 24.5% interest in one of the Company’s CTS sugar extracting plants in the United States.