Asia Green Biotechnology Corp. Announces Agreement to Acquire Burton Growers Ltd. and Green Sight Agri-Holdings Ltd.

CALGARY, AB / ACCESSWIRE / February 21, 2024 / ASIA GREEN BIOTECHNOLOGY CORP. (CSE:ASIA) ("Asia Green" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent ("LOI") to acquire all of the issued and outstanding shares of Burton Growers Ltd. ("Burton Growers") and Green Sight Agri-Holdings Inc. ("Green Sight"), two private companies active in the Canadian hemp production industry. Burton Growers is the owner of a 25,000 sq. ft. greenhouse and processing facility in southern Alberta that previously received a Health Canada
"no concerns" acknowledgement. Green Sight is part of joint venture through which it will receive revenues from a cannabis retail product processing facility in southern Saskatchewan for which a Health Canada licence is pending. In addition, with its joint venture partners, Green Sight has lands on which it will grow hemp through an outdoor grow on approximately 240 acres. Green Sight holds a hemp cultivation license.

Pursuant to the LOI, the Company will issue to the shareholders of Burton Growers and Green Sight, 200,000,000 common treasury shares in exchange for all of the issued and outstanding common shares of Burton Growers and Green Sight (the "Transaction"). On closing of the Transaction, the shareholders of Burton Growers and Green Sight will respectively own approximately 42% of Asia Green's common shares. It is a condition of the closing of the Transaction that a private placement financing of between $500,000 to $1,500,000 be completed. Additional conditions, including the execution of a formal agreement, shareholder approval and receipt of regulatory approval, must be met in order for the Transaction to close. The proposed Transaction will be a reverse takeover of the Company by Burton Growers and Green Sight and their respective shareholders. The proposed Transaction is not considered a related party transaction.

Concurrent Financing

In conjunction with the closing of the Transaction, Asia Green intends to complete a financing by way of private placement for aggregate proceeds of between $500,000 and $1,500,000 (the "Financing"). The Financing will proceed on a subscription receipts basis (the "Subscription Receipts") at a price of $0.05 per Subscription Receipt (after giving effect to the Consolidation described below) and will be subject to the rules of, and approval by, the Canadian Securities Exchange (the "CSE"). Upon satisfaction of the escrow release conditions relating to the Financing , including all conditions precedent to the closing of the Financing being satisfied, each Subscription Receipt will automatically convert without any further action on the part of the Subscription Receipt holder into one common share of the Company.