NewGen BioPharma Corp. (NEWG)

[Big Brother]

I wonder why this merger is being structured the way it is with the Greenwind shareholders getting 10M shares..? Even if they end up advancing NewGen the full $2M dollars that still isn't worth 10M shares IMO.

Think I'd rather have bought a clean OTCQB shell for $300K or $400K and gotten 99%+ share delivery, or for that matter, went the direct registration(S1) route, that way I'd have full control over the supply of the shares into the market.

Dr Jaikaria obviously knows what he is doing but the potential unknown dilutive effect would be concerning to me, as it is now we are already seeing Greenwind leaking shares under $1 into the market before the merger is even a done deal.

After the Closing, the Company will be managed by NewGen’s current management and board of directors, and the existing board of directors and officers of the Company will resign. Immediately prior to the Closing, the Company will have 10,000,000 shares of common stock issued and outstanding.

Pursuant to the LOI, the Company agreed to make an advance in the amount of $100,000 (the “LOI Advance”) to NewGen, subject to the terms and conditions set forth in a promissory note (the “Note”), within three (3) business days following the execution of the LOI. If the Closing does not occur, the principal amount of the LOI Advance, together with accrued interest at the rate of five percent (5%) per annum, shall become due and payable upon the earlier of (i) receipt by NewGen of proceeds from a financing in an amount not less than $1,000,000, (ii) an event of default, or (iii) a change in control of NewGen. If the Closing occurs, the Note shall be cancelled as an intercompany loan in connection with the transaction.

Additionally, the Definitive Agreement will contemplate additional advances by the Company to NewGen in the amounts of $400,000 upon Closing and $500,000 per quarter thereafter, with total advances (including the LOI Advance) of not more than $2,000,000.