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Monday, 03/16/2026 10:47:44 PM

Monday, March 16, 2026 10:47:44 PM

Post# of 56227
Digging deeper into the Form 10, looks like they're setting up to wipe out the legacy shares. Specifically on pages F11 and F12 (pages 49 and 50 of the PDF file), it says:

The MSA provides for: (a) the sale of one share of RNWF Special 2020 Series A Preferred Stock (the “Control Share”) from Manufacturing 360, LLC to ESF for $1,000, which carries 60% voting power; (b) the simultaneous share exchange with Kepler; and (c) a consulting engagement with RH2 Equity Partners, LP. The Share Exchange Agreement contemplates the issuance of 240,000,000 shares of RNWF common stock to Kepler’s shareholders. RH2 Equity Partners will receive 1,000,000 shares of post-reverse-split common stock vesting quarterly over 36 months for extended advisory services.

The Company has evaluated subsequent events through the date these consolidated financial statements were issued.

On February 27, 2026, the Company completed the business combination with Kepler Fusion Technologies Inc. as described in Note 10. On that date, the Special 2020 Series A Preferred Control Share was transferred to Earth Sciences Fund I LLC, satisfying all remaining closing conditions under the Master Sales Agreement and Share Exchange Agreement. As a result, Kepler became a wholly owned subsidiary of the Company, and Kepler’s former shareholders obtained approximately 89.7% ownership of the combined entity.


So, the owners of Kepler get 240M common shares, which constitute 89.7% ownership of the combined entity. They haven't issued those shares because they're going to do the RS (see above). After the RS, the nearly 3B shares in the O/S today will need to be reduced to just under 30M, meaning there's a 1:100 RS on the way. It's right in their document, in black and white, the RS reduction to 30M shares in the O/S, then the issuance of the 240M shares to the owners of Kepler, which would be 89.7% ownership. Numbers aren't exact/round, but that's what's about to happen.

I swear I’ll never use the phrase “you can’t make this stuff up” ever again after being on the OTC. Apparently you can.

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