Asia Green Biotechnology Corp. Announces Agreement to Acquire Burton Growers Ltd. and Green Sight Agri-Holdings Ltd. - Seite 2

Debt Conversion

From the Financing proceeds, Asia Green shall pay $150,000 to its non-arms length debt holders currently owed approximately $350,000, with the remainder of such being converted to common shares of the Company on the same terms as the Financing. This will result in the issuance of approximately 4,000,000 common shares.

Capitalization

As of the date hereof, Asia Green has 36,247,100 common shares issued and outstanding. It is anticipated that after closing of the Transaction, management will move to affect a share consolidation of Asia Green common shares on a 2:1 basis
(the "Consolidation").

The anticipated capital structure of the Company after closing of the Transaction will be approximately as follows:

	Minimum Financing ($500,000)	Maximum Financing ($1,500,000)
Currently owned by Asia Green Shareholders	36,247,100 (13.7%)	36,247,100 (11.9%)
Shares to be issued pursuant to the LOI	200,000,000 (75.7%)	200,000,000 (65.7%)
After roll back shares outstanding	118,123,550	118,123,550
Shares to be issued under the Financing	10,000,000 (7.6%)	30,000,000 (19.7%)
Shares to be issued for debt conversion	4,000,000 (3%)	4,000,000 (2.6%)
Total forecast shares (basic)(1)	132,123,550	152,123,550

(1) Does not include any potential conversion of the currently outstanding Asia Green options.