American Green Inc (ERBB)

[Rat Fink]

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EXCEPRT BELOW FROM 10-K:

Item 1.01. Entry Into a Material Definitive Agreement.

On March 19, 2018, the Company entered into a Securities Exchange Agreement, dated as of March 14, 2018 (the “Agreement”), with American Green, Inc., a Wyoming corporation (“American Green”), and Nipton, Inc., a California corporation, a wholly-owned subsidiary of American Green.

The Agreement provides for the acquisition by the Company of 100% of the issued and outstanding equity securities of Nipton, Inc. from American Green (the “Nipton Acquisition”) in exchange for shares of the Company’s Series A Convertible Preferred Stock that are convertible into 160,000,000 shares of Delta common stock.

Following the closing of the Nipton Acquisition, expected to take place in the next several weeks, Nipton, Inc. would become a wholly-owned subsidiary of the Company, with American Green, the former stockholder of Nipton, Inc., owning a controlling interest of approximately 82% of the outstanding shares of common stock of Delta.


TWO RELATED ERBB PRs BELOW:


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EXCERPT FROM 3/15/18 PR BELOW.

PHOENIX, AZ , March 15, 2018 (GLOBE NEWSWIRE) -- Today American Green, Inc. (ERBB:OTC) has announced that it has agreed to transfer its holdings in Nipton, California to Delta International Oil & Gas, Inc. for consideration totaling more than $7.73 Million.

Under the Agreement, American Green will manage Nipton and associated projects for 5 years with a 5-year option. Delta will seek to acquire additional properties subsequent to the Nipton acquisition. Both parties intend for American Green to manage those properties as well. At closing, Delta will assume approximately $3.73 Million in American Green debt, and issue $4 Million in Delta Series A Secured Convertible Preferred Stock (“Series A Stock”), convertible to 160,000,000 shares of Delta Common Stock. The Series A Stock will pay a 5% annual dividend, in stock or cash and will be secured by a lien against the Nipton properties.

According to David Gwyther, American Green’s Chairman, “This transaction will relieve American Green of the on-going expense of improving Nipton. That responsibility will now fall upon Delta, giving Nipton the ability to access cheaper capital through a fully reporting company, including the ability to file registered offerings.”

“American Green can now expend less of its energy on capital raising, and focus on implementing the revenue-generating components of Nipton, and its other investments, along with many new, and exciting projects on the horizon,” Mr. Gwyther continued.

“I believe that this will be a win-win situation for American Green and our shareholders. After the Series A Stock is fully registered with the SEC, we plan to pay, as a dividend to qualifying American Green shareholders, a portion of the Series A Stock. Qualified shareholders would then be entitled to receive the 5% annual dividend attached to any Series A Stock shares that they acquire through the anticipated American Green dividend,” he concluded.

Delta is a current and fully reporting company listed on the OTCQB Exchange. (https://www.otcmarkets.com/stock/DLTZ/quote). Escrow is expected to close, with completion of all post-execution document deliveries, within the next 7-10 days. American Green shareholders should expect more news regarding the final deliveries shortly after the closing.

Nipton, established over 100 years ago (www.nipton.com), is one of many towns throughout the United States that has seen better days; maybe the mill or factory closed and took its production overseas, or perhaps the mineral mine went dry. It has been American Green’s vision (one embraced by Delta) to use Nipton, California as a revitalization model for other near-deserted small towns across America while retaining as much of the town’s and region’s natural charm, a directive that is paramount to American Green.

It should be noted here that while some of the initial news stories the Nipton purchase generated in the press indicated the purchaser’s intent to immediately begin leasing land to cannabis growers (or even growing cannabis itself,) that is not and never has been the company’s intent for the area. Only when, and if, American Green (as manager) and Delta (as owner) receive full approval from the relevant controlling authorities, would Nipton move, responsibly, into the cannabis product development sector. As the Nipton Project develops in the future, the company will continue to interact with all state, county, and, hopefully federal, agencies to ensure it is acting entirely within the requisite legal guidelines in this, and all other projects the company undertakes.



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EXCERPT FROM PR BELOW.

PHOENIX, AZ , March 21, 2018 (GLOBE NEWSWIRE) -- Today American Green, Inc. (OTC: ERBB) will be answering the most popular questions received from shareholders regarding the company’s recent Nipton, California transaction to Delta International Oil & Gas, Inc. (DLTZ) that was announced on March 15, 2018.

American Green - Delta International Questions

Below are a series of questions posed by American Green shareholders and other interested parties along with the answers to those questions.

1. Who owns and controls Delta International?

Upon closing, American Green will own over 80% (majority share ownership) of Delta International Oil and Gas. This will mean that American Green will own controlling interest in this fully reporting public company.

2. Will American Green retain any of the potential profit from the Nipton Enterprise?

Because ERBB will control Delta, it will be able to incorporate that same ownership percentage of Delta’s revenues and profits on the books of American Green. In other words, should Delta book $1 million dollars in net income next year, then American Green will show an additional $830,000 of net income on its books.

3. Are ERBB shareholders getting a dividend as a result of this transaction?

American Green is planning to issue qualifying ERBB shareholders a dividend as a result of this sale which will be paid to them in the form of a registered share distribution following a registration of those dividend shares, all subject to filings with the SEC.

4. How many shares will each shareholder receive in each dividend?

The number of dividend shares will be based on the number of ERBB shares held by a shareholder at a to-be-determined record date that will be announced after the registration becomes effective. Once the plan is devised, details of how the dividend will be calculated, as well as how many ERBB shares a shareholder must own to qualify will be announced.

5. What, exactly was the deal American Green made with Delta International?

As part of the transaction, Delta assumed over $3.7 Million in debt and American Green received $4 Million in preferred shares, convertible to 160 million common shares of Delta. This equates to a price of 2.5¢ per converted Delta Common share. As of March 20, Delta Common shares were trading at 19¢ (bid). American Green may be able to reflect any increased value, over its cost, on its future financial statements.

6. Who will manage The Nipton Project now?

American Green has a contract to manage the Nipton properties for 5 years plus an option to extend that contract for an additional 5 years, for a total of 10 years.

7. Will American Green earn future revenues for its participation in Nipton?

American Green will continue to receive compensation to manage Nipton and is compensated on a “cost plus 20%” basis by Delta, thus assuring that American Green continues to profit and participate from all Nipton enterprises. However, American Green and Delta plan to have American Green manage other projects acquired by Delta.

8. Why did American Green sell Nipton in the first place?

Buying and building towns is very cash intensive. Up until now, the cost of attracting capital has been very expensive for our company, due, in part to the fact that American Green is an unaudited, non-reporting “Pink Sheet” company. It now becomes Delta’s responsibility to raise capital for real estate and other non-cannabis-related improvements. Delta, as a reporting company, with a much smaller number of outstanding shares (compared to American Green’s) and a much higher trading price, should have a much easier time raising money, at less cost, leading to a sizeable reduction in dilution for American Green and its shareholders.

9. What’s left in American Green?

In addition to its ownerships interests in Nipton (via its ownership of over 80% of Delta), American Green retains all of its interests and revenue - both potential and current - in its managed cannabis grow operation in Phoenix, AZ, it’s smart vending division, American GreenCrete, its online cbd store (www.americangreencbd.com) and all its other enterprises.

10. When can American Green shareholders expect their dividends?

Prior to their distribution, the anticipated shareholder dividends to American Green shareholders by Delta are subject to all SEC filings and regulations. Work on future filings has already begun. As soon as a dividend plan is made effective, both Delta and American Green will issue a news release detailing how and when the distribution will take place.

Be sure to visit the company's website at www.americangreen.com and sign up for the company's EMAIL ALERTS to stay current on news. In addition, shareholders and other interest holders are invited to join the conversation about American Green found here: https://otc.watch/groups/american-green-inc-erbb/forum/