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funnyG986

06/30/16 10:02 AM

#3808 RE: $hellKing #3772

GPRC $0.115 reverse merger with Biochar Now; Adam Tracy shell.

http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=157015

Merger company Biochar Now
http://biocharnow.com/index.php

On May 17, 2016, Barton Hollow, together with the newly-elected director and officer of
the Issuer, caused the Issuer to enter into a Letter of Intent to merge with Biochar Now,
LLC, a Colorado limited liability company. Pursuant to the Letter of Intent, the parties
thereto would endeavor to arrive at, and enter into, a definitive merger agreement

providing for the Merger transaction described therein. As an inducement to the members
of Biochar Now, LLC. to enter into the Letter of Intent and thereafter transact, the Issuer
caused to be issued to its members 20,000,000 shares of its common stock.
-3-
Subsequently, on June 1, 2016, the Issuer and Biochar Now, LLC entered into a definitive
Agreement and Plan of Merger (the “Merger Agreement”). Concomitant therewith, the
stockholders of the Issuer elected Bill Beierwaltes, the President of Biochar Now, LLC,

Chief Executive Officer and Director of the Issuer, who, along with Barton Hollow,
ratified and approved the Merger Agreement and Merger.