Ngen Technologies Holdings Corp. (fka NGRP)

[JohnnyRothrock]

No NGEN is LIBE now, as GRAS deal per 8K out last month terminated the GRAS/NGEN deal, then 100% of NGEN by Aug. 30th goes into LIBE as the shell...and that’s exactly what happened here. Its all in both 8k’s in the last month.


Here’s the LIBE 8k that says the GRAS deal is over, would briefly go back to NGEN 100% private company again:


https://ih.advfn.com/stock-market/USOTC/liberated-energy-inc-LIBE/stock-news/80495819/current-report-filing-8-k?_ga=2.72817936.2038953782.1568749813-456520832.1568749813

And here is yesterdays super 8k that says ok now NGEN is in the LIBE shell like planned by August 30th mentioned in the first 8k:


https://ih.advfn.com/stock-market/USOTC/liberated-energy-inc-LIBE/stock-news/80738729/current-report-filing-8-k


-here’s the first 8k spelling all this out - its all in black and white and LIBE used 8k’s along the way and in fact did exactly what this below 8k said they would do, and that is NGEN drop GRAS and RM-into LIBE shell by August 30th - and yesterdays 8k says deal was done on August 22nd:


ENTRY INTO A NON-BINDING LETTER OF INTENT.

On August 5, 2019, the Company entered into a non-binding indication of interest and term sheet with respect to a transaction whereby, as set forth below, Liberated Solutions, Inc., a Nevada corporation (“Liberated”), Greenfield Farms Food, Inc., a Nevada corporation (“Greenfield”) and NGEN Technologies USA Corp, a Texas corporation and currently a wholly owned subsidiary of Greenfield (“NGEN”) will undertake a transaction to combine the operations of NGEN and Liberated. Liberated, Greenfield and NGEN may be referred to herein collectively as the “Parties” and each individually as a “Party.” The Parties acknowledge and agree that the structure of the transactions contemplated herein may be modified by the Parties prior to the closing.

STRUCTURE.

Greenfield and NGEN shall unwind the NGEN-Greenfield Transaction, such that each of Greenfield and NGEN are once again independent entities, and Clifford Rhee and Edward Carter will be the majority shareholders of NGEN (the “NGEN Shareholders”).

Liberated and the NGEN Shareholders shall thereafter undertake a share exchange agreement, pursuant to which the NGEN Shareholders shall exchange 100% of the equity interests in NGEN, which shall be transferred to Liberated, in exchange for the issuance to the NGEN Shareholders all shares of Series A Preferred Stock of Liberated (the “Share Exchange”).

Notwithstanding the above, the Parties acknowledge and agree that the structure of the transactions contemplated herein may be modified by the Parties prior to the closing, as determined by the Parties.

CONDITIONS TO CLOSING AND CLOSING DATE.

Upon full execution of the term sheet NGEN will commence the preparation of the definitive documentation to be entered into between the applicable Parties with respect to the Transactions (the “Definitive Documentation”).

The Closing shall be subject to the satisfaction or waiver of customary conditions to closing, as shall be set forth in the Definitive Documentation, including satisfactory completion of NGEN’s due diligence review and the approval of the Board of Directors of each of NGEN, Greenfield and Liberated.

Subject to the satisfaction of such conditions, it is expected that the Transactions will close on or before August 30, 2019 (the “Closing Date”).