UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

January 9, 2023

Date of Report (Date of earliest event reported)

Generation Hemp, Inc.

(Exact name of registrant as specified in its charter)

(469) 209-6154

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Securities registered pursuant to Section 12(b) of the Act:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K and other reports filed by us from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to us or our management identify forward looking statements. Such statements reflect the current view of our management with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) as they relate to our industry, our operations and results of operations, and any businesses that we may acquire. Should one or more of the events described in these risk factors materialize, or should our underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the U.S. federal securities laws, we do not intend to update any of the forward-looking statements to conform them to actual results. The following discussion should be read in conjunction with our pro forma financial statements and the related notes that will be filed herein.

Item 1.01 Entry into a Material Agreement

Purchase and Sale Agreement

On January 9, 2023, CryptoRica, LLC (the “Purchaser”) a Delaware Limited Liability Company and wholly-owned subsidiary of Generation Hemp, Inc. (the “Parent”), entered in a Purchase and Sale Agreement (the “Agreement”) with Central America Green Inc (“Seller”)., a Belize City International Business Company, for the purchase of 80% of the issued and outstanding beneficial equity ownership (the “Purchased Equity”) of Toro Energía Sociedad Anonima, a Costa Rican corporation (the “Company”). The Purchaser agreed to pay the Seller US$1,412,000.00 for the Purchased Equity (the “Purchase Price”).

The Company is the indirect owner of the real estate registered in the Real Estate Property Registry, Alajuela Section, located in Toro Amarillo, 12^th County (Sarchí) of the Province of Alajuela (the “Property”). The Property contains a Hydroelectric plant and Bitcoin Hosting and mining operating business as well as the dam/plant generating facilities, and has been issued certain permits to conduct such activities by the local authorities (the “Business”).

The Property was deposited in a Warranty Trust, administrated by S&R Trustee Company SRL, a Costa Rican limited liability company (the “Trust”), in connection with a loan extended to the Company by Banco Promerica (the “Bank Loan”), and the Property will be released back to the Company after the Bank Loan has been fully satisfied.

Simultaneously with the closing, the Company and Poas will cause the Bank Loan to be assumed by Poas Energía Sociedad Anonima, a Costa Rican corporation, an affiliate of Seller, which will result in (i) the Company being fully released from all obligations related to the Bank Loan, (ii) the termination of all documents to which the Company is a party that secures the Bank Loan, and (iii) the Property being released from the Trust so that the Company owns good and indefeasible title thereto (collectively, the “Bank Loan Assumption”).

The Company was valued by the Seller and Purchaser at $2,750,000. This enterprise value was based on the Bank Loan Assumption of $985,000 and a total equity value of $1,765,000, with the Purchased Equity of $1,412,000 comprising 80% of the total equity value.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Loan Agreement

In consideration for Poas assuming the Bank Loan and the Bank Loan Assumption, the Company will enter into a new loan with Poas, in the principal amount of US$985,000.00, for a term of 10 years, and at a 9.5% per annum variable interest rate (against the prime rate) with straight line amortization (the “New Loan”). The Company will secure the New Loan with the Property by transferring to a new Guaranty Trust, administered by S&R Trustee Company LTDA, a Costa Rican limited liability company (the “Guaranty Trust”). The New Loan is documented pursuant to that certain Loan Agreement between the Company and Poas, dated January 11, 2023 (the “Loan Agreement”).

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 12, 2023, the Purchaser completed its acquisition of the Purchased Equity from the Seller through its payment of the Purchase Price. The Purchaser received an injection of capital from the Parent in order to fund the Purchase Price.

Upon payment of the Purchase Price, the Bank Loan Assumption by Poas occurred and the Company took good and indefeasible title to the Property. Shortly thereafter, the Company entered into the Loan Agreement with Poas. Pursuant to the Loan Agreement and the granting of the New Loan, the Property was placed into the Guaranty Trust.

The description of the Purchased Equity, the Property, the Business, the Bank Loan Assumption, and New Loan, included in Item 1.01 of this Current Report on Form 8-K, is incorporated by reference in this Item 2.01.

Item 2.03 Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant

On January 9, 2023, and as amended and restated on January 10, 2023, the Company entered into a Secured Promissory Note (the “Secured Note”) with the Gary C. Evans, CEO of the Company (‘Evans”).

Under the terms of the Secured Note, (a) the Company and Evans restructured (i) the Subordinated Promissory Note, dated November 20, 2020, as amended, supplemented, or modified, the “Subordinated Note” and (ii) Convertible Promissory Note, dated July 20, 2021, as amended, supplemented, or modified, the “Convertible Note”, such that all accrued and unpaid interest on each of the Subordinated Note and the Convertible Note were rolled into the Secured Note, (b) Evans lent the Company $500,000 on January 9, 2023 and $969,000 on January 10, 2023. This $1,469,000 in aggregate new proceeds was used to fund the Company’s purchase of the Purchased Securities. The Secured Note has a maturity date of July 15, 2023 and will bear interest at the rate of 10.00% per annum. The Secured Note has a conversion feature which permits Evans to convert at the Maturity Date then outstanding principal and interest at a conversion price of $0.275 (the closing price of the Company’s stock on January 9, 2023).

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Secured Note, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 12, 2023 the Parent issued a press release announcing the acquisition by the Purchaser of the Purchased Securities. A copy of the press release is furnished as Exhibit 99.1 hereto.

On January 18, 2023 the Parent issued a press release announcing the acquisition of 240 Bitmain miners by the Company. A copy of the press release is furnished as Exhibit 99.2 hereto. 

The information furnished pursuant to this Item 7.01 and the accompanying Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, the information in this Item 7.01 and Exhibits 99.1 and 99.2 (i) will not be deemed an admission as to the materiality of any information herein (including Exhibits 99.1 and 99.2) and (ii) is not to be incorporated by reference into any filings of the Company.

Item 8.01 Other Events.

On January 12, 2023 the Company announced its intent to pursue a new strategic direction into sustainable energy projects, starting with bitcoin mining. Within the next several weeks, the Company intends to change its name to Evergreen Sustainable Enterprises, Inc. The exact date of the anticipated name change will be announced in the future and is conditioned upon the Company obtaining all necessary corporate and regulatory approvals.

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Generation Hemp, Inc. has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.

5

Exhibit 10.1

Execution Version

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is effective as of January 9, 2023 (the “Effective Date”) BY AND AMONG:

THE SELLER: CENTRAL AMERICA GREEN INC., a Belize City International Business Company, Registered under the International Business Companies Registry number 61.608, represented by EDUARDO KOPPER ORLICH, bearer of the Costa Rican ID number: 1-0658-0080.

THE PURCHASER: CRYPTORICA, LLC, a Delaware Limited Liability Company, represented by GARY CONE EVANS, with U.S. passport number 546086510.

THE COMPANY: TORO ENERGÍA SOCIEDAD ANONIMA, a Costa Rican corporation with ID number: 3-101-676076, represented jointly by EDUARDO KOPPER ORLICH, bearer of the Costa Rican ID number: 1-0658-0080 and ROBERTO KOPPER ORLICH, bearer of the Costa Rican ID number: 1-0626-0257

POAS: POAS ENERGÍA SOCIEDAD ANONIMA, a Costa Rican corporation with ID number: 3-101-017680, an affiliate of Seller, and represented jointly by EDUARDO KOPPER ORLICH, bearer of the Costa Rican ID number: 1-0658-0080 and ROBERTO KOPPER ORLICH, bearer of the Costa Rican ID number: 1-0626-0257

RECITALS:

WHEREAS, on June 7, 2022, Seller and Purchaser agreed upon a Letter of Intent in which, for a valuation of US$2,750,000.00, less existing bank indebtedness held in the Company, Purchaser will acquire 80% of the equity ownership interest of the Company;

WHEREAS, Seller owns 100% of the issued and outstanding equity interest of the Company (the “Shares”);

WHEREAS, The Seller wishes to sell 80% of the Shares to Purchaser (the “Purchased Shares”), and Purchaser wishes to buy the Purchased Shares from Seller, all pursuant to the terms of this Agreement;

WHEREAS, the Company, is the indirect owner of the real estate registered in the Real Estate Property Registry, Alajuela Section, with the inscription numbers 2-296780-000 and 2-296779-000, located in Toro Amarillo, 12^th County (Sarchí) of the Province of Alajuela, of which the title report and Official Survey are attached to this Agreement as Exhibit A (collectively, the “Property”);

WHEREAS, the Property contains a Hydroelectric plant and Bitcoin Hosting and mining operating business as well as the dam/plant generating facilities, and has been issued Permits (as defined below) to conduct such activities by the local authorities (the “Business”);

WHEREAS, the Property was deposited in a Warranty Trust, administrated by S&R TRUSTEE COMPANY SRL, a Costa Rican limited liability company with ID number 3-102-574288 (the “Trust”), in connection with a loan extended to the Company by Banco Promerica (the “Bank Loan”), and the Property will be released back to the Company after the Bank Loan has been fully satisfied;

WHEREAS, simultaneously with the Closing (as defined below), the Company and Poas will cause the Bank Loan to be assumed by Poas, which will result in (i) the Company being fully released from all obligations related to the Bank Loan, (ii) the termination of all documents to which the Company is a party that secures the Bank Loan, and (iii) the Property being released from the Trust so that the Company owns good and indefeasible title thereto (all actions described in this paragraph are collectively referred to as the “Bank Loan Assumption”);

WHEREAS, in consideration for Poas assuming the Bank Loan and the Bank Loan Assumption, the Company will enter into a new loan with Poas, in the original principal amount of US$985,000.00, for a term of 10 years, and at a 9.5% per annum variable interest rate (against the prime rate) with straight line amortization (including all documents evidencing such loan and securing payment thereof, including, but not limited to, the Guaranty Trust, the “New Loan”), and other terms mutually agreeable to all parties thereto and to Purchaser;

WHEREAS, the Company has agreed to secure the New Loan with the Property by transferring to a new Guaranty Trust, administered by S&R TRUSTEE COMPANY LTDA, a Costa Rican limited liability company with corporate ID number 3-102-574298 (the “Guaranty Trust”); and

WHEREAS, Purchaser’s Equipment (as defined below) and all of Purchaser’s personal property shall not be used as collateral for any purpose, including, but not limited to, the New Loan;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller sells to Purchaser and Purchaser buys from Seller the Purchased Shares, according to the following terms and conditions:

1. Closing Date: The initial closing for the transfer of the Purchased Shares and consideration thereof shall take place on or before January 9, 2023 (the “Initial Closing Date”) in Panama City, Panama. Thereafter, the Parties shall return to San José, Costa Rica to complete the transactions contemplated for the New Loan on or before January 10, 2023 (the “Second Closing Date,” and together with the Initial Closing Date, the “Closing”), or such other place and time the parties hereto mutually agree to.

2. Purchase Price: The purchase price for the Purchased Shares shall be US$1,412,000.00 (the “Purchase Price”).

3. Closing Costs: All closing expenses and fees related to this Agreement and to the closing public writ will be paid by Purchaser, in the amount not to exceed US$15,000.00 (“Legal Expenses”), to Antonio Maklouf, bearer of Costa Rican ID number 1-0580-0363 (“Antonio”). The closing costs include the legal fees for all the drafting and conclusion of closing documents that are part of this Agreement, any addendums or extensions thereto, the registration stamps, and the notary fees. The Legal Expenses may be paid by deposit in Antonio’s account on the Closing Date, according to the following wiring instructions:

Beneficiary’s name: ANTONIO MAKLOUF.

Account Number: 1320401134

ABA#: ABA 0407

Swift code: WFBIUS6S

Bank: Wells Fargo Bank N.A

The capital gain tax, if applicable, will be paid by Seller, as well as the 4% commission to Antonio for his services as the broker of this Agreement, in an amount of US$56,480.00 (the “Broker Fee”). The Broker Fee will be paid by the Escrow Agent on behalf of Seller, by deposit in Antonio’s account in Switzerland, according to the following wiring instructions:

Beneficiary’s name: ANTONIO MAKLOUF COTO. 

Account Number: 1657955.001

IBAN #: CH6108757000012934896

Swift code: VONTCHZZ

Bank: Citibank N.A., New York

CITIUS33XXX

FW: 021000089

The New Loan will cause additional closing costs and fees. The Company shall pay the costs and expenses for maintaining the New Loan, including, but not limited to, the annual trustee fee. Each Party shall pay their own respective attorneys’ fees, and split any other fees equally, in the preparation of the new Loan documents.

4. Initial Closing Considerations. On the Initial Closing Date, the following shall occur or shall have occurred, and shall be delivered as stated below:

A. Seller, the Company, and/or Poas, as applicable, shall provide evidence satisfactory to Purchaser of all actions included in the Bank Loan Assumption, including, but not limited to, evidence that the Company will be released from all obligations related to the Bank Loan and that the Company will own the Property in fee simple on the Second Closing Date.

B. Seller and Purchaser shall instruct the Escrow Agent to pay the Broker Fee in accordance with Section 3.

C. The Company shall provide evidence satisfactory to Purchaser that the Company is in good standing in all jurisdictions where the Company is authorized or qualified to do business.

D. Seller shall provide evidence satisfactory to Purchaser that Seller is in good standing in all jurisdictions where Seller is authorized or qualified to do business.

E. Seller shall provide evidence satisfactory to Purchaser of the resignations of all directors and officers of the Company requested by Purchaser effective as of the Closing.

F. Seller or the Company, as applicable, shall provide evidence satisfactory to Purchaser that the Books and Records (as defined below) of the company have been amended to reflect Purchaser as owning the Purchased Shares, and Seller owning 20.00% of the issued and outstanding equity interest of the Company (totaling 100% of the issued and outstanding equity interest in the Company).

G. Seller shall provide original certificates of stock evidencing the Purchased Shares to Purchaser.

H. Purchaser shall have deposited an amount of US$1,412,000.00 (the “Escrow Amount”) with Bell Nunnally & Martin LLP (“Escrow Agent”).

I. Seller and Purchaser shall enter into that certain Shareholders Agreement, of even date herewith.

J. The Company shall enter into that certain Operation & Maintenance Agreement, of even date herewith (the “Operation Agreement”) for the purpose of the Company contracting with a third party manager of the Business.

K. Seller or the Company shall provide evidence satisfactory to Purchaser (including, but not limited to, certified filings of same) that the permits necessary to operate the Business are effective as the Initial Closing Date, and are valid through February 4, 2036 (the “Permits”).

L. Seller shall provide a written consent of all of its current shareholders permitting the Seller to consummate the transactions contemplated by this Agreement, and providing Eduardo and Roberto’s authority to execute this Agreement and the Ancillary Documents on behalf of the Seller.

M. Such other documents as Purchaser may reasonably request and which are required to facilitate the consummation of any of the transactions contemplated by this Agreement.

Failure to provide any of the above documents, evidence, or payments on the Initial Closing Date shall be a material breach of this Agreement, and the non-breaching Party may terminate this Agreement upon written notice and seven days opportunity to cure, without any liability or other payment to the breaching Party. Upon Purchaser’s and Seller’s satisfaction that the above requirements have been met, Purchaser and Seller shall cause the Escrow Agent to release US$500,000.00 of the Escrow Amount to Banco Promerica in accordance with the instructions attached hereto as Exhibit B (the “First Payment”). Seller shall pay Banco Promerica the outstanding amount in excess of the US$500,000.00 paid by the Purchaser to Banco Promerica, to pay to totality of the loan granted to TORO by Banco Promerica.

5. Second Closing Consideration. On the Second Closing Date, the following shall occur or shall have occurred, and shall be delivered as stated below:

A. Seller, the Company, and/or Poas, as applicable, shall provide evidence satisfactory to Purchaser of all actions included in the Bank Loan Assumption, including, but not limited to, evidence that the Company has been released from all obligations related to the Bank Loan and that the Company owns the Property in fee simple.

B. Purchaser shall execute and deliver to Seller a corporate consent for the Company for the specific purpose of executing documents for, and facilitation the transaction of, the New Loan.

C. The Company and Poás shall execute the New Loan (including, but not limited to, the Guaranty Trust), and provide evidence thereof to Purchaser.

D. Such other documents as Purchaser may reasonably request and which are required to facilitate the consummation of any of the transactions contemplated by this Agreement.

Failure to provide any of the above documents, evidence, or payments on the Second Closing Date shall be a material breach of this Agreement, and the non-breaching Party may terminate this Agreement upon written notice and seven days opportunity to cure, without any liability or other payment to the breaching Party, and shall be entitled to the return, as applicable, of the Escrow Amount or the certificates of stock evidencing the Purchased Shares. Upon Purchaser’s and Seller’s satisfaction that the above requirements have been met Purchaser and Seller shall cause the Escrow Agent to release the Purchase Price, less the First Payment, via wire transfer to Seller, in accordance with the instructions attached hereto as Exhibit B.

6. Representations and Warranties of the Seller, the Company, and Poas. Seller, the Company, and Poas hereby jointly and severally represent and warrant to Purchaser that, as of the Closing:

A. The Company is a corporation with ID number 3-101-676076, is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization, has all corporate power and authority required to own the Property and to carry on the Business as presently conducted, and is duly qualified to transact the Business in each jurisdiction in which the nature of the Business requires such qualification. The Company has all requisite power and authority to consummate the terms and provisions of this Agreement and the Ancillary Documents to which it is a party.

B. Poas is a corporation with ID number 3-101-017680, is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization, has all corporate power and authority required to assume the Bank Loan, and is duly qualified to transact the Business in each jurisdiction in which the nature of the Business requires such qualification. Poas has all requisite power and authority to consummate the terms and provisions of this Agreement and the Ancillary Documents to which it is a party.

C. The Company, Poas, and Seller have taken all necessary action to approve this Agreement and all other agreements, contracts, instruments and other items (collectively, the “Ancillary Documents”) to be executed by it in connection with this Agreement, to execute and deliver this Agreement and the Ancillary Documents, and to execute and deliver such further documents as are necessary and proper to consummate the terms and provisions of this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents to which the Company, Poas, or Seller is a party, will, when executed, constitute a valid and legally binding obligation of each the Company, Poas, and Seller, enforceable in accordance with its terms and conditions.

D. Neither the execution and delivery of this Agreement or any Ancillary Document nor the consummation of the transactions herein and therein contemplated and compliance with the terms and provisions hereof and thereof will (A) conflict with or result in any breach or default of any of the terms or conditions of or constitute a default under or result in the creation of any lien under: (i) the governing documents, if and as amended, of the Company; (ii) any note, agreement, indenture, mortgage, deed of trust, lease, contract, agreement, license or other instrument or obligation, including, but not limited to, the Bank Loan, to which the Company or Seller is a party, or to which the Company’s or Seller’s assets are bound; or (iii) any judgment, order, decree, ruling, injunction, license, permit, law, rule or regulation of any court, governmental authority or arbitrator in any proceeding that the Company or Seller is a party; (B) require a consent or waiver of any person; or (C) affect the normal operation and Permits of the Business, including, but not limited to, the denial or loss of any Permit or any other relationship with local authorities.

E. Seller holds all right, title and interest in and to the Shares, free and clear of any restriction, mortgage, pledge, lien, charge, security interest, encumbrance, objection or joint ownership (collectively, “Liens”). Upon the sale, assignment, transfer and conveyance of the Purchased Shares to Purchaser as contemplated under this Agreement, there will be vested in Purchaser good and valid title to the Purchased Shares, free and clear of all Liens. The Purchased Shares represent 80% of the issued and outstanding equity interest of the Company on a fully diluted basis.

F. Other than this Agreement, neither the Company, nor Seller is a party to or otherwise bound by any agreement or understanding in any way relating to the direct or indirect sale or transfer of the Shares to any other person or any similar transaction.

G. No person, other than Purchaser has any agreement or option, or any right capable of becoming an agreement or option for the direct or indirect sale or transfer from the Company or Seller of any of the Shares or any interest thereon.

H. There is no civil or criminal litigation, arbitration, mediation or other action, suit, claim, demand, summons, citations or subpoena or inquiry of any kind or nature whatsoever, civil, criminal, regulatory or otherwise, at law or in equity (“Proceeding”) pending, or to Seller’s knowledge, threatened against the Company or Seller and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement or any of the Ancillary Documents.

I. Other than the New Loan, the Company has no other Liabilities. To Seller’s knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a breach of, or give any member of the Company or any other person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any lease, loan agreement or contract evidencing any Liability of the Company. “Liability” shall mean any liability or obligation of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such entity.

J. The Company has good and valid title to, or a valid lease interest in, all assets, items of tangible personal property, intellectual property and other rights, currently owned or leased by the Company, free and clear of any and Liens. All such properties, assets and rights of the Company were sufficient for the continued conduct of the Business immediately prior to the Closing, and constitute all of the rights, properties and assets necessary or used to conduct the Business as currently conducted by the Company. All operations of the Business are conducted through the Company.

K. The Books and Records of the Company, all of which have been made available to Buyer, are complete and correct in all material respects. At the Closing, all Books and Records and any other business records will be in the possession of the Company. “Books and Records” shall mean originals, or copies where appropriate, of (A) the financial statements of the Company; (B) all records and lists of the Company pertaining to the assets of the Company; (C) all records and lists pertaining to the suppliers or personnel of the Company; (D) all service and marketing plans of the Company; (E) all of the Company’s books, ledgers, files, reports, plans, drawings, data, test results, reports and operating records of every kind; and (F) the legal stock ownership ledger of the Company.

L. The Company and Seller have duly and timely filed with all governmental authorities all tax returns that they were required to file with respect to the Business in each jurisdiction in which the Business conducts operations.

M. The Permits are valid through 2036 and necessary for the operation of the Business, and the Company possesses all right, title and interest in and to all of the Permits.

N. The Company is in compliance with all legal requirements that are applicable to it or to the conduct of the Business. The Company has not received any written notice or other communication in writing, or orally from any governmental authority or any other person or entity regarding any actual, alleged, possible or potential violation of, or failure to comply with, any legal requirement, or regarding any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all of or any portion of the cost of, any remedial action of any nature by reason of a violation of a legal requirement. Assuming the accuracy of the Company’s and Seller’s representations and warranties hereunder, the transactions entered into in connection with this Agreement shall comply with all applicable securities laws, including those related to restrictions on securities transfers.

O. There are no outstanding powers of attorney executed on behalf of any of Seller or the Company, or any of their affiliates.

P. The documents securing the New Loan shall not include the Equipment and any of Purchaser’s personal property as collateral.

Q. Seller and the Company currently possess the Property, and, together with their predecessors in possession, have had possession of the Property for more than ten years as owners, in a public, peaceful and uninterrupted way. There have not been any conflicts, claims or rights of third parties regarding such possession of the Property.

R. The Company, following the Bank Loan Assumption, currently owns, enjoys and has full and complete use of the Property. The Property is free of all types of Liens, except for those currently filed in the Registro Nacional.

S. No other agreement, other than this Agreement, is valid or in effect as of the Effective Date related in any way whatsoever to the Property, nor does Seller or the Company have outstanding obligations or promises in favor of any third party regarding the Property.

T. To Seller’s knowledge, there have been no infringements to the Forest Law (Law No. 7575), environmental law and/or similar regulations that would allow the Ministerio de Ambiente y Energía or other institutions to develop Proceedings against the Company and/or the Property.

U. There are no Proceedings in connection with the Property, and, to Seller’s knowledge, there are no third parties who may be planning to start a Proceeding in connection with the Property.

V. All assessed taxes pertaining to the Property and the Business have been fully paid.

W. The Property is free of all and any labor claims or of any type or kind, from any workers present or past in any way related to Seller, the Company, or the Property.

X. The Property is free of any and all types or species of livestock.

Y. The Property is not located within any National Park or Protection Area managed by any government institution (including, but not limited to, the Ministerio de Ambiente y Energía), that has been declared or is in the process of being declared as such.

Z. The Property has no restrictions imposed by the Ministry of Public Works and Transport, the National Housing and Urbanism Institute, the Ministerio de Ambiente y Energía, the respective Municipality and/or any other government institution, exception made of those established by law, which may limit the free and total exercise of all property rights by Purchaser in the Property (except for those related to the installation of utility lines and those established by law), and that the Property is not located totally or partially within a green area or playground area of any real estate development, nor is it affected by any limitations related to the construction of roads, streets or public roads, except those contained in the Law of Public Roads and Laws of the Republic of Costa Rica.

AA. To Seller’s knowledge, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included on the Property, including, but not limited to, the water turbine generators, (i) are in reasonably good condition, working order, and repair (ordinary wear and tear excepted), (ii) are sufficient for the operation of the Business, (iii) have at all times been maintained, serviced, and operated in accordance with the manufacturer’s recommendations; and (iv) have no pending service or maintenance as of the Initial Closing Date.

For the purposes of this Agreement, references to “Seller’s knowledge” and similar references shall mean the actual knowledge of the directors and officers of Seller, and knowledge that such directors and officers of Seller would reasonably have obtained after making reasonable due inquiry. The representations and warranties stated under this Agreement shall remain true and valid for a period of five years following the Closing Date.

7. Representations and Warranties of the Purchaser. Purchaser hereby represents and warrants to Seller that, as of the Closing:

A. The Purchaser is a limited liability company registered in the State of Delaware duly formed, validly existing and in good standing under the laws of its jurisdiction of organization, has all corporate power and authority required to execute this Agreement and all the other transactions surrounding this Agreement. The Purchaser has all requisite power and authority to consummate the terms and provisions of this Agreement and the Ancillary Documents to which it is a party.

B. The Purchaser has taken all necessary action to approve this Agreement and all Ancillary Documents to be executed by it in connection with this Agreement, to execute and deliver this Agreement and the Ancillary Documents, and to execute and deliver such further documents as are necessary and proper to consummate the terms and provisions of this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents to which the Purchaser is a party, will, when executed, constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms and conditions.

C. Other than this Agreement, the [PURCAHSER] is not a party to or otherwise bound by any agreement or understanding in any way relating that may impede Purchaser’s ability to purchase the Purchased Shares.

8. Other Covenants.

A. Within three days after the Closing Date, the Bitcoin mining equipment (excluding transformers) currently in existence on the Property will be removed from the Property by Seller at Seller’s sole cost and expense.

B. All accounts receivables or accounts payable related to any contract, loan and/or civil liability of the Company prior to the Initial Closing Date shall be entirely to the expense or benefit of the Seller.

C. Within three days after the Closing Date, Seller shall deposit in the Company´s banking account US$20,000.00, and Purchaser shall deposit US$80,000.00, as initial working capital for the Company.

D. EDUARDO KOPPER ORLICH, bearer of the Costa Rican ID number: 1-0658-0080 and ROBERTO KOPPER ORLICH, bearer of the Costa Rican ID number: 1-0626-0527, hereby agree to be jointly and severally personally liable to Purchaser for any breach of Sections 6.E. and 6.J. of this Agreement by Seller, or if Seller fails to legally transfer 80% of the issued and outstanding equity interest of the Company to Purchaser.

E. Seller shall, within five business days of written request from Purchaser, remove, or cause to be removed, the bitcoin operations currently in existence on the Property and disconnect them from the electric system.

F. In the event any of the buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included on the Property, including, but not limited to, the water turbine generators, require regular maintenance, service, or other repair within six months of the Initial Closing Date in excess of $5,000.00, in addition to any other remedy at law or in equity Purchaser or the Company may have, Seller shall pay for one-half of any such expenditure to complete such regular maintenance, service, or other repair.

9 Agreement to Operate the Business. In conducting the Business subsequent to the Closing Date, Seller and Purchaser agree to manage the following aspects of the Company with respect to the Business:

A. Obligations of the Purchaser:

1. Within three months from Second Closing Date, the Purchaser shall cause to be delivered at the Company´s site, and at the Company’s expense, the following equipment and infrastructure for up to one MW of Bitcoin Mining, including, but not limited to, the following (collectively, the “Equipment”): (i) application specific integrated circuits, used to process transactions on the Bitcoin network, together with 288 miners (of the Ant Miner S19 or S19J Pro model, or, if unavailable, the S19 or S19J non-Pro model); and (ii) one DELV Modular Mining Pods (Outdoor/3R enclosure), which includes all panel boards, breakers, racking, wiring, and fans for cooling. The Parties shall engage a Capital Call under the Shareholder Agreement, or otherwise contribute the necessary funds to the Company, in order to pay for the Equipment.

2. Manage financial/accounting/reporting of the Business, and manage cash distributions from the Company to its shareholders on not less than a 90-day basis;

3. Provide guidance or recommendations regarding updates on mining technology advancements/model updates.

4. Provide recommendations on firmware, pools, OTC liquidity partners, etc.

5. Provide guidance on best practices and strategy on mining operations as appropriate.

6. Contribute pro-rata share of future capital to the Company as development progresses.

B. Obligations of the Seller:

1. Provide recommendations and guidance for the necessary management and operations of the new Bitcoin mining hardware equipment and the associated infrastructure required for operations with the capability to run on a 24 hour per day, 7-day per week basis utilizing hydroelectric power.

2. Assure Permits remain valid and up to date for so long as the Business is operational and legally possible.

3. Provide guidance on physical location of land to house biomass operation and mining operation.

4. Provide guidance on specific transformers required.

5. Provide guidance on electrical requirements and/or referral to electrical engineers or electrical contractors as needed.

6. Logistics coordinator for shipping/receiving.

7. Provide necessary qualified personnel for operations of the mining operations.

8. Facilitate “Train the trainer” model training for miner maintenance and hosting, or provide contractors to facilitate training as needed.

9. Continue and properly manage the cordial working relationship with the National Park Service surrounding the Property.

10. Assist in negotiating any power purchase agreements or co-location/hosting agreements necessary with third party companies

11. Contribute pro-rata share of future capital to the Company as development progresses.

10. Miscellaneous.

A. Captions and Headings. The captions and article headings contained in this Agreement are for convenience and reference only and in no way, define, describe, extend or limit the scope or intent of this Agreement nor the intent of any provision hereof.

B. No Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver.

C. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same Agreement. PDFs and electronic signatures shall be effective.

D. Binding Effect. This Agreement shall apply to the benefit of and shall be binding upon the parties hereto and their corresponding heirs, personal representatives, successors and assignees.

E. Governing Law. This Agreement shall be construed and interpreted according to the laws of the Republic of Costa Rica. All actions or causes arising out of this Agreement shall be brought in the city of San Jose, province of San Jose, Republic of Costa Rica.

F. Entire Agreement. This Agreement and the Exhibits attached hereto contain the entire agreement between the parties. There are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, expressed or implied between the parties’ other than as herein set forth. No amendment or modification of this Agreement shall be valid unless it is in writing and signed by the parties hereto.

G. Assignment. This Agreement is freely assignable by Purchaser to an entity or person that Purchaser may elect. Seller agrees to close with Purchaser’s successor, assignee or nominee, provided that the assignee accepts and respects all terms and conditions of this Agreement.

H. Further Assurances. In addition to the foregoing, the parties hereto, at the time and from time to time at or after the Closing Date, upon request of Purchaser or of Seller, as the case may be, agree to do, execute, acknowledge, and deliver all such further acts, deeds, assignments, transfers, conveyances, applications, authorizations, petitions, filings, powers of attorney and assurances as may be required for the most efficient and legally effective execution of the transactions contemplated to in this Agreement.

I. Arbitration. All disputes, claims, differences or controversies arising out of or in relation to any aspect of this Agreement, its performance, liquidation, interpretation, validity or any breach thereof shall be resolved by a conciliation and an arbitration of law at the request of any of the parties in accordance with the bylaws of the International Center for Conciliation and Arbitration of the American-Costa Rican Chamber of Commerce (“CICA”). The parties hereby agree to submit voluntarily and unconditionally to its rules and bylaws and claim knowledge thereof. The laws of Costa Rica shall govern the conflict. The conciliation will be held by a proper officer from CICA and will be a process of two consecutive meetings intended to try to reach a conciliatory agreement among the parties. It will take place at the offices of CICA in San Jose, Republic of Costa Rica. Should the conciliation process fail, the arbitration shall take place at CICA in San José, Republic of Costa Rica. Each of the parties shall be entitled to appoint one arbitrator from the CICA’s list, and the third arbitrator shall be appointed by the chosen arbitrators. These three arbitrators shall decide the matters that are subject to the arbitration procedure. The award rendered pursuant to such arbitration shall be in writing, final, and binding and conclusive upon and between the parties. It shall have no further recourse, except for those provided for review and nullity. Once it is rendered and is final, it will produce the effects of res judicata and the parties shall comply with the award without delay. Costs related to the arbitration procedure and arbitrators shall be borne by the parties in equal proportion as the arbitration procedure advances, unless the arbitration tribunal decides otherwise.

J. Joint Negotiations. The parties have participated jointly in the negotiation, drafting and review of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

K. Notices. Any notice, instrument, or other communication required or permitted to be given by one of the parties to the other under this Agreement shall be in both the Spanish and English language. Any Party to this Agreement may change the address to which communications are to be directed by giving written notice to the other parties pursuant to this Section. While notices and communications between the parties hereto may be copied to the third parties such as legal advisors, failure to provide copies to such third parties shall not constitute a failure to provide sufficient notice pursuant to this Agreement. For the purposes of this Agreement, any notice shall be shall be deemed given: (a) on the date established by the sender as having been delivered personally, (b) on the date delivered by a private courier as established by the sender by evidence obtained from the courier, (c) on the date sent by facsimile or electronic mail, with confirmation of receipt, if sent prior to 5:00 p.m. Costa Rica time, or if sent later, then on the next business day, or (d) on the fifth business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

If to Seller:

CENTRAL AMERICA GREEN INC.

Apartado 80-4059

San Pedro de Poas

Alajuela, Costa Rica

Attn: Eduardo Kopper

Email: ek@sunshine.tech

If to Purchaser:

CRYPTORICA, LLC

8533 Midway Rd.

Dallas, Texas 75209

Attn: Gary C. Evans

Email: gevans@genhempinc.com

With a copy to (which shall not constitute notice):

Bell Nunnally & Martin LLP

2323 Ross Ave, Suite 1900

Dallas, Texas 75201

Attn: Larry L. Shosid, Esq.

If to the Company:

TORO ENERGIA SOCIEDAD ANONIMA

Apartado 80-4059

San Pedro de Poas

Alajuela, Costa Rica

Attn: Eduardo Kopper

Email: ek@sunshine.tech

If to Poas:

POAS ENERGÍA SOCIEDAD ANONIMA

Apartado 80-4059

San Pedro de Poas

Alajuela, Costa Rica

Attn: Eduardo Kopper

Email: ek@sunshine.tech

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties have caused this Agreement to be duly executed by their respective authorized representatives as of the Effective Date, in Panama City, Panama.

Exhibit A

Payment Instructions

Purchase and Sale Agreement – Exhibit A

Exhibit 10.2

Execution Version

LOAN AGREEMENT

between

POÁS ENERGÍA SOCIEDAD ANÓNIMA

as Lender

and

TORO ENERGÍA SOCIEDAD ANÓNIMA

as Borrower

- Dated -

January 11, 2023

CONTENT

THIS LOAN AGREEMENT (this “Agreement”) is dated January 11, 2023 and made

BETWEEN

The Lender and the Borrower are collectively referred to as the “Parties” and each individually as a “Party.”

WHEREAS:

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

The Loan will be made available by the Lender to the Borrower on or before January 11, 2023 (the “Funding Date”), to credit current accounts payable of the Borrower to Banco Promerica.

The regular interest rate of the Loan starts at 10.75% per annum (based on a year of 365 days according to the Wall Street Journal), at a variable interest rate of equal to Prime Rate plus 3.25%, with straight line amortization, due as from the Funding Date. The regular interest rate shall be updated every three months with the applicable Prime Rate that will be in place thereof. With each interest rate update the Borrower shall update and adjust the repayment of the outstanding principal and interest accrued. The installments and the interest accrued shall be payable to the Lender on a monthly basis. The Loan´s interest rate will never be lower than the rate at which it was upon signing of this Loan agreement.

The term of the Loan shall be from the Funding Date until 10 years (or January 11, 2033).

The Lender shall apply all proceeds of the Loan towards the outstanding amount of the Bank Loan.

In order to guarantee to the Lender the faithful and timely fulfillment of all and each of the obligations of the Loan, the Borrower has created, or purport to create:

The following real estate properties shall be included as Real Estate Collateral and remain in control of S&R TRUSTEE COMPANY Ltda. as Trustee for the benefit of the Lender pursuant to the terms of the Guarantee Trust Agreement, that shall be in place until all the obligations in charge of the Borrower have been fully fulfilled: Property numbers 2-296780-000 and 2-296779-000, located in Toro Amarillo, 12^th County (Sarchí) of the Province of Alajuela. The collateral assets shall also entail the improvements, including the hydroelectric plant (turbines, generators, control panels, pipelines, flood gates, transformers and all the ancillary equipment, electric lines and the water concessions granted attached thereof to the real estate properties). All these collateral assets shall be pledged and transferred in the Guarantee Trust.

Explicitly excluded from the guarantee, collateral, liens, and any other document or right securing the Loan, shall be Purchaser’s Equipment (as defined in the Purchase Agreement) or personal property.

The Borrower shall purchase insurance policies for all the insurable assets placed as collateral, name the Lender as beneficiary of those policies and shall keep those policies current during all the term of the Loan. The Borrower shall provide the Lender, per Lender’s written request, copies of the documents evidencing the compliance of this provision.

The Borrower shall repay the Loan in full, together with accrued and unpaid interest thereon, until the Due Date with straight line amortization during the term of the Loan on a monthly basis.

The Borrower has the right to prepay all or any part of the Loan, together with accrued and unpaid interest thereon, at any time. Borrower must provide five Business days’ prior written notice to the Lender of the prepayment and the amount of the prepayment.

The Borrower shall pay monthly accrued interest on the Loan with straight line amortization during the term of the Loan until the Due Date.

If the Borrower fails to pay any amount payable by it under this Agreement on its Due Date, interest shall accrue on the overdue amount from the due date up to the date of actual payment at a rate which is thirty percent additional points higher than the regular interest rate referred to in Clause 1.2. Any interest accruing under this Clause 3.4 shall be immediately payable by the Borrower on demand. Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each calendar month but will remain immediately due and payable.

Each of the following events, constitutes an Event of Default (save for Clause 4.1.i / Acceleration):

On and at any time after the occurrence of an Event of Default, which is continuing, the Lender may, by written notice to the Borrower, declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under this Agreement be immediately due and payable. A “Change of Control” shall be deemed to have occurred if (A) as a result of any merger, consolidation, sale, assignment, transfer or other transaction, any person, other than those persons who are shareholders of the Borrower on the date hereof, becomes the owner of more than 50% of the outstanding voting securities of the Borrower or the surviving entity or becomes entitled to elect more than one-half of the board of directors or other governing body of the Borrower or the surviving entity; or (B) the Borrower sells, assigns or otherwise transfers all or substantially all of the assets of the Borrower, to persons other than those persons who are shareholders of the Borrower on the date hereof; provided, however, in no event shall a financing transaction (such as additional rounds of financing), which is approved by the board of directors and entered into by the Borrower be deemed to be a “Change of Control.”

All payments of principal, premium and interest by or on behalf of the Borrower in respect of the Loan shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (taxes) imposed, levied, collected, withheld or assessed by or within Costa Rica or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Borrower may make such deductions or withholdings as required by law and will make payments in respect of the Loan after such deductions or withholdings. No gross-up will apply.

If the Lender receives a payment for application against amounts due in respect of this Agreement that is insufficient to discharge all the amounts then due and payable by the Borrower under this Agreement, the Lender shall apply that payment in the following order:

Any payment which is due to be made on a day that is not a Business Day in Costa Rica shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

On and at any time after the occurrence of an Event of Default which is continuing, the Lender may set off any obligation (whether due, actual or contingent) owed by the Borrower to the Lender under this Agreement against any obligation (whether or not due) owed by the Lender to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange for the purpose of the set-off.

Whenever an Event of Default occurs (and as soon as the Borrower becomes aware of the Event of Default), the Borrower shall notify the Lender thereof in writing (as well as of the remedies, if any, that are being pursued by the Borrower).

Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by letter.

The address (and the department or officer, if any, for whose attention the communication is to be made) of each party to this Agreement for any communication or document to be made or delivered under or in connection with this Agreement is that as set out in the signature page to this Agreement or any substitute address or department or officer as that party may notify to the other party to this Agreement by not less than three (3) Business Days’ notice.

The Lender represents to the Borrower that it is duly incorporated in Costa Rica, with power to enter into this Agreement and to exercise its rights and perform its obligations hereunder and all corporate and other action required to authorize its execution of this Agreement and its performance of its obligations hereunder has been duly taken.

The Borrower represents and warrants to the Lender as of the date hereof and as of the Funding Date as follows:

It has full power and authority to enter into the Agreement and to perform its obligations hereunder. It and its relevant corporate organs have duly authorized and approved the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly signed by it and constitutes legal, valid and binding obligations of its behalf, enforceable against it in accordance with the Agreement’s terms, except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally.

The execution, delivery and performance by it of the Agreement, and the consummation by it of the transactions contemplated hereby will not conflict with any provision of its organizational documents or conflict with, or constitute a default under, any material agreement, contract or instrument to which it is a party, or result in a violation of any law, rule, regulation, order, judgment or decree applicable to it or by which any of its property or assets is bound. The Lender has provided the Borrower with a notarized decision of TORO’s Shareholders Assembly meeting authorizing this Loan Agreement, the Promissory Note and the Guarantee Trust Agreement thereof. It is not required to obtain any consent, approval, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for them to execute, deliver and perform any of its obligations under the Agreement in accordance with its terms.

During the term of this Agreement, the Borrower shall comply with each of the following covenants:

The Borrower shall refrain from any distributions or dividends (under any form) to its shareholders if, as a result of such distribution, the Borrower would be in breach of his obligations under this Loan Agreement.

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. The Lender shall be entitled to assign, convey, transfer or by any other means transmit his rights to this Agreement or any rights or obligations hereunder without the prior written consent of the Borrower. The Borrower shall not be allowed to assign, convey, transfer or by any other means transmit his obligations and rights under this Agreement.

In any litigation or arbitration proceedings arising out of or in connection with this Agreement, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

Any certification or determination by the Lender of a rate or amount under this Agreement is, in the absence of manifest error, conclusive evidence of the matter to which it relates.

This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when each Party has signed counterparts. Copies of the executed counterparts or additional originals shall be delivered to the Parties who so request. In the event any signature is delivered by facsimile transmission, the Party using such means of delivery shall cause a manually executed original of the Agreement to be physically delivered to the other Parties as soon as is reasonably practicable.

If at any time, any provision of this Agreement is determined to be null, invalid or unenforceable in any respect under any law of any jurisdiction, such determination shall not affect the other provisions of this Agreement and the Parties shall consult on substitute provisions which approach the null, invalid or unenforceable provision as to its content and substance as closely as possible, taking into account the current intention of the Parties and the remainder of this Agreement shall not be affected by such invalidity or unenforceability.

No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

Any term of this Agreement may be amended or waived only with the express and written consent of the Lender and the Borrower.

Each Party acknowledges and agrees that under this Agreement it has received, and will receive, in confidence, information or data from the other Parties not already in the public domain. Each Party agrees not to divulge, communicate or disclose, except as may be required by law or for the performance of this Agreement, or use to the detriment of any other Party or for the benefit of any other person or persons, or misuse in any way such other Party’s confidential information.

The Borrower and Lender shall pay their own respective costs relating to the negotiation, preparation, execution and implementation by the Parties of this Agreement.

The Borrower shall pay all the costs, expenses, legal fees, notarial fees, stamp taxes, registry fees and alike arising from the documents securing the Loan, including but not limited to any annual trustee fee.

This Agreement shall be governed by Costa Rican law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

[signature pages follow]

The Lender

The Borrower

Exhibit A

Promissory Note for US$985,000

Exhibit 10.3

AMENDED AND RESTATED SECURED PROMISSORY NOTE

GENERATION HEMP, INC.

DUE JULY 15, 2023

FOR VALUE RECEIVED, GENERATION HEMP, INC, a Delaware Corporation (the “Borrower”) with a mailing address of P.O. Box 540308, Dallas, Texas 75354, promises to pay to the order of GARY C. EVANS., a natural person (the “Holder”) with a mailing address of 8533 Midway Road, Dallas, Texas 75209, the principal sum of Three Million Three Hundred Sevety-One Thousand Three Hundred Eighty-five and 78/100 Dollars ($3,271,385.78) (the “Principal Amount”), in lawful currency of the United States, subject to the terms and conditions set forth in this Secured Promissory Note (the “Note”).

This Note together with the Pledge Agreement (as defined below) and all other promissory notes, pledge agreements, guaranties, deeds of trust, security agreements, affidavits, and other instruments, documents and agreements executed and delivered by Borrower pursuant to or in connection with this Agreement and any future amendments hereto or thereto shall constitute the “Loan Documents”.

This Note amends and restates the Secured Promissory, dated January 9, 2023 (the “Original Note”), between the Borrower and the Holder. Under the Original Note, (a) the Holder lent the Borrower $500,000 and (b) accrued and unpaid interest from (i) the Subordinated Promissory Note, dated November 20, 2020, between the Borrower and the Holder (as amended, supplemented, or modified, the “Subordinated Note”) and (ii) Convertible Promissory Note, dated July 20, 2021, between the Borrower and Holder (as amended, supplemented, or modified, the “Convertible Note”). Upon the making of the Original Note, the Subordinated Note and the Convertible Note were cancelled by the Holder.

Article I.

Section 1.01 Payments and Conversion.

(a) The entire Principal Amount and all accrued and unpaid interest thereon (collectively, the “Obligations”) shall be due and payable in full without setoff, deduction or counterclaim on July 15, 2023 (the “Maturity Date”).

(b) Notwithstanding to the contrary, all outstanding principal and all accrued and unpaid interest hereunder shall be due and payable in full at the Maturity Date. In addition, the Holder shall have the option to convert the then outstanding balance of principal and interest under this Note into restricted shares of the Borrower’s Common Stock at a conversion price equal to $0.275 per share of Common Stock.

(c) From the Original Issue Date until the indefeasible payment and performance in full of all Obligations, interest shall accrue on the principal balance at a rate equal to the lesser of (a) ten percent (10.00%) per annum, calculated on a basis of 365-day year, and (b) the Highest Lawful Rate (the “Interest Rate”). For purposes of this Note, “Highest Lawful Rate” means the maximum non-usurious rate of interest permitted by applicable federal or Texas law from time to time. All matured and past due amounts under this Note shall bear interest at the Highest Lawful Rate. All payments shall be applied first to accrued but unpaid interest and then to principal.

Section 1.02 Absolute Obligation/Ranking.

(a) This Note is a direct debt obligation of the Borrower. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Borrower, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the coin or currency, herein prescribed.

(b) Unless waived by the holders of a majority of the aggregate outstanding principal amount of the Note, and all other Notes now or hereafter issued, this Note shall rank senior to all existing indebtedness of the Borrower, and will rank senior to all future indebtedness of the Borrower except for trade payables and accrued liabilities incurred in the ordinary course of business consistent with past practices.

Section 1.03 Pre-Payment. This Note may be prepaid, in whole or in part, at any time prior to the Maturity Date without penalty as to principal, upon thirty (30) days written notice to Holder and interest shall immediately cease on all amounts so prepaid; All prepayments to principal shall be applied to principal in the inverse order of its stated maturity

Section 1.04 Collateral; Other Rights.

(a) The obligations of the Borrower to the Holder under this Note shall be contractually secured by the Borrower as more fully set forth in the Pledge Agreement associated with this Note.

(b) In addition to the rights and remedies given by this Note, the Holder shall have all those rights and remedies allowed by applicable laws. The rights and remedies of the Holder are cumulative and recourse to one or more right or remedy shall not constitute a waiver of the others.

(c) In addition to the rights and remedies given by this Note, and all those rights and remedies allowed by applicable laws, pursuant to that certain Pledge Agreement (“Pledge Agreement”), the Holder shall have the right to a pledge of the 80% ownership interest in Toro Energia, Sociedad Anonima as listed on Exhibit A attached hereto.

(d) In addition to the rights and remedies given by this Note, by all those rights and remedies allowed by applicable laws, the Holder shall have a first lien on the Collateral.

Article II.

Section 2.01 Events of Default. Each of the following events shall constitute a default under this Note (each an “Event of Default”):

(a) failure by the Borrower to pay any amount when due hereunder on any other Loan Document;

(b) the Borrower or any subsidiary of the Borrower shall: (i) make a general assignment for the benefit of its creditors; (ii) apply for or consent to the appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for itself or any of its assets and properties; (iii) commence a voluntary case for relief as a debtor under the United States Bankruptcy Code; (iv) file with or otherwise submit to any governmental authority any petition, answer or other document seeking: (A) reorganization, (B) an arrangement with creditors or (C) to take advantage of any other present or future applicable law respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors, dissolution or liquidation; (v) file or otherwise submit any answer or other document admitting or failing to contest the material allegations of a petition or other document filed or otherwise submitted against it in any proceeding under any such applicable law, or (vi) be adjudicated a bankrupt or insolvent by a court of competent jurisdiction;

(c) any case, proceeding or other action shall be commenced against the Borrower or any subsidiary of the Borrower for the purpose of effecting, or an order, judgment or decree shall be entered by any court of competent jurisdiction approving (in whole or in part) anything specified in Section 2.01(b) hereof, or any receiver, trustee, assignee, custodian, sequestrator, liquidator or other official shall be appointed with respect to the Borrower, or shall be appointed to take or shall otherwise acquire possession or control of all or a substantial part of the assets and properties of the Borrower, and any of the foregoing shall continue unstayed and in effect for any period of sixty (60) days;

(d) any material breach by the Borrower of any of its representations or warranties contained in this Note; or

(e) any default other than a payment default, whether in whole or in part, shall occur in the due observance or performance of any obligations or other covenants, terms or provisions to be performed by the Borrower under this Note, which is not cured within fifteen (15) days after receipt of written notice thereof.

The cure period referenced in (d) and (e) above shall not apply to Events of Default which are not capable of being cured and to breaches of negative covenants.

(f) any event of default by the Borrower shall have occurred and be continuing beyond all grace and/or cure periods or assert the invalidity thereof prior to payment in full of all amounts payable under this Note.

Section 2.02 If any Event of Default occurs, the full principal amount of this Note, together with interest and any other amounts due and owing in respect thereof, to the date of the Event of Default shall become, at the Holder’s election, immediately due and payable and the Holder hereof shall have the right to foreclose or otherwise enforce all liens or security interests securing payment hereof, or any part hereof, and offset against this Note any sum or sums owed by Holder to Borrower. In all events, interest shall accrue through the date of payment. The Holder need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a Note holder until such time, if any, as the full payment under this Section shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Article III.

Section 3.01 Negative Covenants. So long as this Note shall remain in effect and until all outstanding principal and interest and all fees and all other expenses or amounts payable under this Note have been paid in full, unless the holder of a majority of the aggregate unpaid principal amount of the Note shall otherwise consent in writing (such consent not to be unreasonably withheld), the Borrower shall not:

(a) Senior or Pari Passu Indebtedness. Incur, create, assume, guaranty or permit to exist any indebtedness that ranks senior in priority to, or pari-passu with, the obligations under this Note and (other than trade payables and accrued liabilities incurred in the ordinary course of business consistent with past practices).

(b) Liens. Create, incur, assume or permit to exist any lien on any Collateral (as such term is defined in this Note, now owned or hereafter acquired and owned by it or on any income or revenues or rights in respect thereof, except:

(i) liens on Collateral of the Borrower existing on the date hereof, provided that such liens shall secure only those obligations which they secure on the date hereof;

(ii) any lien created under this Note;

(iii) any lien existing on any Collateral prior to the acquisition thereof by the Borrower, provided that

(iv) liens for taxes, assessments and governmental charges; and

(v) any lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings,

(vi) liens arising out of judgments or awards (other than any judgment that constitutes an Event of Default hereunder) in respect of which the Borrower shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review, provided the Borrower shall have set aside on its books adequate reserves with respect to such judgment or award.

(c) Dividends and Distributions. Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value any shares of any class of its capital stock or set aside any amount for any such purpose.

(d) Limitation on Certain Payments and Prepayments.

(i) Pay in cash any amount in respect of any indebtedness or preferred stock that may at the obligor’s option be paid in kind or in other securities; or

(ii) Optionally prepay, repurchase or redeem or otherwise defease or segregate funds with respect to any indebtedness of the Borrower, other than indebtedness under this Note. For avoidance of doubt, nothing in the Section shall be deemed to prevent or limit the Borrower from paying accounts payable and accrued liabilities.

(a) Amendments. Amend, modify or limit any terms of this Note or assert the invalidity of this Note.

Article IV.

Section 4.01 Section 4.01 Spreading. Notwithstanding anything to the contrary contained herein, no provisions of this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. If any excess of interest in such respect is herein provided for, or shall be adjudicated to be so provided, in this Note or otherwise in connection with this loan transaction, the provisions of this paragraph shall govern and prevail, and neither Borrower nor the sureties, guarantors, successors or assigns of Borrower shall be obligated to pay the excess amount of such interest, or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. If for any reason interest in excess of the Highest Lawful Rate shall be deemed charged, required or permitted by any court of competent jurisdiction, any such excess shall be applied as a payment and reduction of the principal of indebtedness evidenced by this Note; and, if the principal amount hereof has been paid in full, any remaining excess shall forthwith be paid to Borrower

Section 4.02 Notice. All notice and other communications hereunder which are required or permitted under this Note will be in writing and shall be deemed effectively given to a party by (a) the date of transmission if sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., Dallas, Texas time, on a business day, or the next business day after the date of transmission, if such notice or communication is delivered on a day that is not a business day or later than 5:00 P.M., Dallas, Texas time, on any business day; (b) seven days after deposit with the United States Post Office, by certified mail, return receipt requested, first-class mail, postage prepaid; (c) on the date delivered, if delivered by hand or by messenger or overnight courier, addressee signature required (costs prepaid), to the addresses below or at such other address and/or to such other persons as shall have been furnished by the parties:

Section 4.03 Governing Law; Jurisdiction. This Note is being delivered in, is intended to be performed in, shall be construed and enforceable in accordance with, and shall be governed by the laws of the State of Texas, without regard to the conflicts of laws principles thereof. THE PARTIES AGREE THAT THE EXCLUSIVE FORUM AND VENUE FOR ANY ACTION BROUGHT PURSUANT TO THE TERMS OF THIS NOTE, OR IN ANY WAY RELATING TO THIS NOTE, SHALL BE BROUGHT IN DALLAS COUNTY, TEXAS. This Note constitutes a major transaction under Texas Civil Practice and Remedies Code Section 15.020. Each party hereto hereby irrevocably submits to the jurisdiction of the State and Federal Courts in Dallas County, Texas for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or such Texas Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing herein shall affect the right of the Holder to commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction.

Section 4.04 Severability. The invalidity of any of the provisions of this Note shall not invalidate or otherwise affect any of the other provisions of this Note, which shall remain in full force and effect.

Section 4.05 Entire Agreement and Amendments. This Note represents the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Note may be amended only by an instrument in writing executed by the Borrower and persons holding at least a majority of the principal amount of the Note.

Section 4.06 Cancellation. After all principal, accrued interest and other amounts at any time owed on this Note has been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Borrower for cancellation and shall not be reissued.

Section 4.07 Lost, Stolen, Destroyed or Mutilated Notes. In case the Note shall be mutilated, lost, stolen or destroyed, the Borrower shall issue a new Note of like date, tenor and denomination and deliver the same in exchange and substitution for and upon surrender and cancellation of any mutilated Note, or in lieu of any Note lost, stolen or destroyed, upon receipt of evidence satisfactory to the Borrower of the loss, theft or destruction of such Note or a sworn affidavit with respect thereto.

Section 4.08 Construction; Headings. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

Section 4.09 Payment of Collection, Enforcement and Other Costs. If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Borrower or other proceedings affecting Borrower creditors’ rights and involving a claim under this Note, then the Borrower shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, attorneys’ fees and disbursements.

Section 4.10 Waiver of Notice. To the extent permitted by law, Borrower and each surety, guarantor, endorser and other party ever liable for payment of any sums of money payable on this Note jointly and severally waive presentment and demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, diligence in collecting and grace, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, without prejudice to the Holder. The Holder shall similarly have the right to deal in any way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of any of said indebtedness, or to release part or all of the Collateral securing this Note, or to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder.

Section 4.11 The Borrower hereby covenants and agrees that the Borrower will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note.

Section 4.12 Balloon Feature. This Note is payable in full when due. At maturity, Borrower must repay the entire principal balance of this Note and unpaid interest then due. Holder is under no obligation to refinance this Note at that time. Borrower will, therefore, be required to make payment out of other assets that Borrower may own or Borrower will have to find a lender, which may be Holder, willing to lend Borrower the money. If Borrower refinances this loan at maturity, Borrower will have to pay some or all of the closing costs normally associated with a new loan even if Borrower obtains refinancing from Holder.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the Borrower have executed this Note as of the date first written above.

EXHIBIT A

Collateral: The collateral for this note consists solely of the 80% ownership by CryptoRica, LLC in Toro Energia, Sociedad Anonima.

9

Exhibit 99.1

GENERATION HEMP, INC. ANNOUNCES

NEW STRATEGIC DIRECTION INTO SUSTAINABLE

ENERGY PROJECTS

CORPORATE NAME CHANGING TO

EVERGREEN SUSTAINABLE ENTERPRISES, INC.

GENERATION HEMP OPERATIONS CONTINUING AS A WHOLLY-OWNED SUBSIDIARY

FIRST GREEN ACQUISITION CLOSED IN COSTA RICA

~ $2,750,000 ~

DALLAS, TX – January 12, 2023, Generation Hemp, Inc., a Dallas/Fort Worth based hemp company (OTCQB: GENH), today announced the board of directors and management team have been studying and actively participating in a number of green bitcoin activities over the past twelve months. Due to management’s extensive background in the energy sector, it became apparent that the skills necessary for bitcoin mining in a sustainable energy environment already existed. In particular, locating stranded energy projects on a smaller scale, negotiating land transactions, power purchase agreements, and managing actively operated mining projects all could be done with skill sets already existing within the Company.

Therefore, after a thorough review, the Company announced today a new strategic direction into sustainable energy projects, starting with bitcoin mining. The Company’s name will change to Evergreen Sustainable Enterprises, Inc. (“EGSE”) within the next several weeks. However, all existing operations of Generation Hemp will continue to be maintained as a fully operating wholly-owned subsidiary. Generation Hemp remains the largest hemp processing entity (mid-stream hemp processing) in the country, with its operations based in western Kentucky. All existing full time personnel remain in place at both the corporate and subsidiary levels.

As a first move in its sustainable energy bitcoin mining activities, Cryptorica, LLC, a wholly-owned subsidiary of EGSE has closed on the purchase of 80% of Toro Energía Sociedad Anonima (“Toro”), a Costa Rican corporation with ownership of a hydroelectric dam in Costa Rica. The source of approximately one megawatt of power produced from the hydroelectric dam (six generators) will be used to power new Bitcoin mining machines at an extremely low cost. The remaining 20% ownership of Toro will be retained by the same family that has owned and operated the dam for over 30 years. Brothers Eduardo Kopper and Roberto Kopper are the current family owners, and their experienced team will continue to host the bitcoin mining operation. Historically, the power produced by this hydroelectric dam had been sold to the Costa Rican Government. In 2020, all private power in the country was curtailed from reduced power demand due to Covid. Within months of the cancelled contract, Eduardo converted his family’s three hydro-dams into datacenter hosting facilities for bitcoin mining for third parties. He has not only grown his business from the PR strategy, but he has also gained recognition and adulation from the entire country of Costa Rica’s bitcoin mining industry as well. The Kopper brothers have continued to dial in their operations over the past two years.

The Toro Dam is located approximately 25 miles from San Jose between two volcano craters. The site generates all its energy from green resources with a proven 98% run time over the years, and has a full-time staff in place under a new Operating & Maintenance Agreement. Staff is onsite 24/7 and has hourly reporting requirements including real time power price, humidity, temperature, and total KW usage.

Hydroelectric power is a clean and renewable energy source that is used to generate electricity by harnessing the energy of falling water and can provide a reliable and a very cost-effective source of energy for bitcoin mining operations. Hydroelectric power can help reduce the carbon footprint of cryptocurrency mining, as many cryptocurrencies are produced using fossil fuels, which continues to contribute to greenhouse gas emissions and climate change. By using hydroelectric power, bitcoin mining can be made more environmentally friendly and sustainable and can help improve the stability and reliability of cryptocurrency networks. Hydroelectric power is a relatively stable and reliable source of energy, compared to other sources such as coal or fossil fuels, which can be prone to price fluctuations and supply disruptions.

Gary C. Evans, Chairman and CEO of Evergreen Sustainable Enterprises, Inc. commented, “While the changes we have announced today are significant from a future direction perspective, we believe them to be in the overall best interest of our shareholders for the future. All of our mining sites under development should generate immediate net cash flow to the company during a period when the bitcoin mining sector is down along with the overall capital markets. Current mining site locations in development exceed six and include Arkansas, Kentucky, and Costa Rica. Due to our extremely low cost of energy and our emphasis on green resources, we are being contacted by many different industry participants for potential joint ventures or partnerships at our new sites. Our financial models indicate our ability to generate positive cash flow at substantially lower Bitcoin trading levels than the current price of approximately $18,000. We are deploying the highest quality and most efficient new equipment at a fraction of the cost just six months ago.”

Commenting on Toro Energia’s new eighty (80%) owner, Mr. Eduardo Kopper stated, “We are very excited to partner with Gary Evans and his team in one of our family assets in order to take our extremely low cost energy and convert this green resource into much higher profits. We are anxious to install 300 brand new bitcoin mining machines over the next few months at the Toro location. We are already discussing additional new venture opportunities. We both have the same philosophy of maintaining very low costs in order to maximize profitability. When the price of Bitcoin starts its upward trajectory, we will be extremely well positioned.”

Eduardo Kopper was recently awarded four different awards by Effie Worldwide, which annually recognizes the brands with the most effective marketing strategies around the world. Eduardo’s companies, Datacenter CR and Losko S.A. were the recipients for various categories in light of their entrepreneurial marketing strategy creating a successful pivot after the abrupt cancellation of their long-standing power purchase agreement with the country of Costa Rica.

Evans went on to say, “Our existing midstream operations of processing hemp have continued to work in 2022 at close to 100% of capacity as previously announced (see press release dated September 13, 2022). Hemp biomass prices have continued to slowly improve this year as excess supply has dwindled. This situation is going to exacerbate later this year and into next year due to minimal farmer plantings. Generation Hemp is in a unique position to capitalize on this forthcoming shortage due to current inventory levels, farmer relationships, along with anticipated ever-increasing demand in a supply starved market. Management is currently working on additional new product developments after successfully launching our two existing product lines, Rowdy Rooster Hemp (animal bedding) and Gas Monkey Spill-Jack (spill absorbent) over the past twelve months.”

As first announced in January 2022, the Company has partnered with Crypt Solutions, Inc. (DBA, Cryptech Solutions), a leading player in the cryptocurrency space and one of the largest volume resellers of ASICS (Bitcoin mining equipment) in North America. Additionally, Cryptech’s sister company, DELV Innovation provides USA built infrastructure for mining equipment. As partners in this new development company on certain projects, our combined management teams will provide the necessary talent in every element to successfully source, deploy, and manage bitcoin mining installations and operations. The goal is to establish smaller scale green mining sites (one to ten MWs) in remote locations, utilizing the highest quality mining machines at the lowest acquisition cost due to the downturn in the space (mining machine price correlates to price of BTC), while utilizing some of the cheapest energy available.

About Evergreen Sustainable Enterprises, Inc. (f/k/a Generation Hemp, Inc)

Evergreen Sustainable Enterprises, Inc. is a Dallas/Fort Worth based sustainable green energy company. The company is parent to Generation Hemp, a wholly-owned subsidiary hemp company that operates in the midstream sector. With operations in western Kentucky and Denver, Colorado, the company uses its proprietary technology to dry, clean, process and store hemp. In addition, Generation Hemp also owns and leases real estate to companies needing seed storage facilities located within the greater Denver area.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates,” “projects”, “forecasts”, “proposes”, “should”, “likely” or similar expressions, indicates a forward-looking statement. These statements and all the projections in this press release are subject to risks and uncertainties and are based on the beliefs and assumptions of management, and information currently available to management. The actual results could differ materially from a conclusion, forecast or projection in the forward-looking information. The identification in this press release of factors that may affect the company’s future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive.

Contact:

Melissa M. Pagen

Generation Hemp, Inc.

Phone: (310) 628-2062

Email: mpagen@genhempinc.com

3

Exhibit 99.2

GENERATION HEMP, INC. ANNOUNCES

SIGNIFICANT BITCOIN MINING EQUIPMENT ORDER

FOR NEW COSTA RICAN SUBSIDIARY

DALLAS, TX – January 18, 2023, Generation Hemp, Inc., a Dallas/Fort Worth based company (OTCQB:GENH), today announced it has committed to acquire 240 new Bitmain S19J Pro+ ASIC miners through its recently acquired 80% owned subsidiary, Toro Energía Sociedad Anonima. Delivery of this new equipment directly to Costa Rica is scheduled during the month of February. Installation of these new 240 miners will occur immediately into existing containers located at the site. The miners will operate and be powered by the company’s fully sustainable, green energy hydroelectric dam, located approximately 25 miles outside San Jose, Costa Rica between two volcano craters. These machines are being installed for company owned self-mining operations, as there are currently no plans to provide colocation services at this particular hydroelectric site.

The Bitmain S19J Pro+ is a state-of-the-art ASIC miner, specifically designed for mining Bitcoin (BTC). With a hash rate of 122TH/s and a power efficiency of 27.5 J/TH, these miners are among the newest model and are the most powerful and energy efficient on the marketplace today.

This acquisition is the result of many months of due diligence, during which our team carefully evaluated a variety of miners and the environment in which they will be operating before selecting the Bitmain S19J Pro+. The mining site, coupled with our investment in the latest mining technology, highlights the company’s commitment to green, sustainable, and profitable initiatives.

Gary C. Evans, Chairman and CEO of Generation Hemp, Inc. commented, “We are confident these new miners will significantly influence our ability to compete in an industry that requires very low cost and high efficiency in order to maximize returns. We think our commitment to acquire this new equipment marks another significant milestone for the company as it further solidifies its position as an emerging leader in a more sustainable cryptocurrency mining industry. We are committed to staying at the forefront of sustainability and will continue to invest in the most advanced technology available.”

Evans went on to say, “As previously announced on January 12^th, this acquisition is a major step forward in our company’s mission to help usher in green, sustainable innovations for industry. It is this mission that led to our decision to begin steps to change the parent company name to Evergreen Sustainable Enterprises, Inc. Both greener energy in Bitcoin mining and all hemp applications are key drivers to this mission.”

About Generation Hemp, Inc.

Generation Hemp, Inc. is a Dallas/Fort Worth based sustainable green energy company with operations in both the Bitcoin mining industry and the hemp industry. Bitcoin operations are located in San Jose, Costa Rica, and hemp operations are located in western Kentucky and Denver, Colorado. In the hemp industry, the company uses its proprietary technology to dry, clean, process and store hemp. In addition, Generation Hemp also owns and leases real estate to companies needing seed storage facilities located within the greater Denver area.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates,” “projects”, “forecasts”, “proposes”, “should”, “likely” or similar expressions, indicates a forward-looking statement. These statements and all the projections in this press release are subject to risks and uncertainties and are based on the beliefs and assumptions of management, and information currently available to management. The actual results could differ materially from a conclusion, forecast or projection in the forward-looking information. The identification in this press release of factors that may affect the company’s future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive.

Contact:

Melissa M. Pagen

Generation Hemp, Inc.

Phone: (310) 628-2062

Email: mpagen@genhempinc.com