Greenergy Holdings IncorporatedGREEN

Termination of the Memorandum of Agreement with Ala Eh Knit, Inc.

We refer to the Memorandum of Agreement ("MOA") dated 25 March 2021 executed between Greenergy Holdings Incorporated ("GREEN") and Ala Eh Knit, Inc. (“Ala Eh”), an affiliate of Abacore Capital Holdings, Inc., for the development and operation of a logistics center and food terminal in Barangay Santa Rita, Aplaya, Batangas City.

GREEN wishes to advise the investing public that today, the Company and Ala Eh have mutually agreed to terminate the MOA effective immediately.

Moving forward, GREEN will focus on its core investments and projects in the areas of renewable energy and sustainable community development.

On 25 March 2021, Greenergy Holdings Incorporated (“GREEN”) executed a Memorandum of Agreement (the “MOA”) with Ala Eh Knit, Inc. (“Ala Eh”), an affiliate of Abacore Capital Holdings, Inc., ("ABA") for the development and operation of a logistics center and food terminal in a three (3)-hectare property in Barangay Santa Rita, Aplaya, Batangas City (the “Property”).

Under the MOA, Ala Eh shall amend its Articles of Incorporation as follows: (i) increase its authorized capital stock to Php1,500,000,000.00 (the “Increase”), (ii) change its primary purpose to allow it to engage in the business of operating, managing, leasing, and developing the Logistic Center and the Food Terminal Complex, and (iii) change its corporate name. The existing shareholders of Ala Eh shall likewise infuse the Property into Ala Eh in exchange for such number of shares equivalent to forty percent (40%) of the total outstanding capital stock of Ala Eh after the Increase. The total amount of the existing shareholders’ intended subscription is Six Hundred Million Pesos (Php 600,000,000.00). GREEN, on the other hand, shall subscribe to such number of shares equivalent to sixty percent (60%) of the total outstanding capital stock of Ala Eh after the Increase. The total amount of GREEN’s intended subscription is Nine Hundred Million Pesos (Php900,000,000.00). GREEN shall manage the construction, development and operation of the Logistics Center consisting of cold and dry storage facilities, agri-processing facilities and other facilities that are necessary for marketing and procurement activities.

GREEN currently has investments in real estate, agri-tourism, renewable energy, information technology, financial technology, biotechnology and agriculture, specifically in the cultivation, production and trading of agricultural products locally and globally, among others. This transaction is envisioned as a new business opportunity in line with GREEN's business strategy which aims to diversify GREEN's investment portfolio and expand GREEN's revenue streams in a project with strong growth potential.

Scope of agreement/obligations of the parties as stated in the MOA

The obligations of the parties under the MOA are as follows:

Ala Eh and its Existing Shareholders

a. Ala Eh shall amend its Articles of Incorporation as follows:

i. The Increase
ii. Change its primary purpose to allow it to engage in the business of operating, managing, leasing, and developing the Logistic Center and the Food Terminal Complex
iii. Change its corporate name

b. The existing shareholders of Ala Eh shall infuse the Property, in a most tax efficient manner, in exchange for such number of shares of Ala Eh equivalent to forty percent (40%) of the total outstanding capital stock of Ala Eh after the Increase. For clarity, said infusion of the Property will support the Increase.

The Property is part of a larger tract of land suitable for port facilities under the umbrella of the ABA group, of which Ala Eh and its immediate parent company, Tagapo Realty Company, Inc., are part of. At this time, neither Ala Eh nor its immediate parent shareholder owns the Property. As such, the ABA Group will infuse the Property, as carved out and earmarked for the project under the MOA, in a most tax efficient manner into Ala Eh, consistent with the provisions of the MOA. Upon implementation, the parties will inform the Exchange and the investing public of the details of such infusion in accordance with disclosure rules of the Exchange.

GREEN

In line with the Increase, GREEN shall subscribe to the unissued capital stock of Ala Eh equivalent to sixty percent (60%) of the total outstanding capital stock of Ala Eh after the Increase and pay to Ala Eh the amount of Nine Hundred Million Pesos (Php900,000,000.00) for such subscription. For clarity, GREEN shall execute the subscription agreement after the approval by the SEC of the Increase.

Ala Eh will be the corporate vehicle that will be used by the parties for the development and operation of a logistics center and food terminal in the Property.

Timeline for the implementation of transaction and related regulatory requirements

The parties are still in discussion on the most tax efficient manner of infusing the Property into Ala Eh. In this regard, GREEN will update the Exchange if it will secure a tax-free exchange ruling with the Bureau of Internal Revenue in relation to the infusion of the Property.

Once the parties have agreed on said manner of transfer, Ala Eh shall proceed to get the necessary approvals from its Board of Directors, stockholders, the SEC, and other relevant regulatory agencies, if any, to implement the transactions contemplated under the MOA (e.g., amendments of the Articles of Incorporation, infusion of the Property, execution of subscription agreement, etc.). Further, after the approval by the SEC of the abovementioned amendments of the Articles of Incorporation of Ala Eh, GREEN shall execute the subscription agreement.

Number of Ala Eh’s shares to be subscribed by GREEN price per share and the total transaction value, source of funds used for the subscription

GREEN will subscribe to Nine Hundred Million (900,000,000) shares of Ala Eh with par value of One Peso (Php1.00) per share. The total subscription price is Nine Hundred Million Pesos (Php900,000,000.00). The funds to be used for GREEN’s subscription shall be funded from existing assets of GREEN, private placement and/or loan to be determined by the Board of Directors based on the prevailing circumstances at the time funding is required.

The total subscription price is Nine Hundred Million Pesos (Php900,000,000.00) and shall be paid in cash.

The subscription price is based on the par value of Ala Eh's common share, which is One Peso (Php1.00) per share.

Twenty-five percent (25%) of the subscription price shall be paid upon execution of the Subscription Agreement while the balance shall be paid upon call by the Board of Directors of Ala Eh in tranches and as needed.

The conditions precedent to the closing of the transaction are as follows:

a. Infusion, in a most tax efficient manner, of the Property into Ala Eh;
b. Issuance by the SEC of Confirmation of Valuation with respect to the transfer by Ala Eh’s existing shareholders of the Property for shares in Ala Eh;
c. Approval by the SEC of the abovementioned amendments of the Articles of Incorporation of Ala Eh; and
d. Payment of all applicable taxes.

Ala Eh is engaged to acquire by purchase, lease, donate, own, use, improve, develop, subdivide, sell, mortgage, lease, develop and hold for investment or otherwise, real estate of all kinds, whether improve, manage or otherwise, dispose of buildings, house, apartments and other structures of whatever kind, together with their appurtenances.

The present transaction for the development and operation of a logistics center and food terminal with GREEN is the major project and investment of Ala Eh.

The transaction is expected to enhance the Financial Statements of GREEN through the additional infusion of assets, management fee and dividends to be derived from Ala Eh, expected increase in the market value of the Property upon completion of the Batangas port project, and recurring income to be generated from the cold storage for lease to locators and logistic services. The transaction will also create synergy with various affiliates and diversify GREEN’s revenue streams in an industry with strong growth potential during pandemic. Further, the logistics center and food terminal hub in Batangas port will be able to store local and imported food for trading with foreign and local institutional buyers which GREEN’s affiliates are active in. This will pave the way as a model in every region of our country and improve food security of the country by prolonging shelf life of produce and act as a buffer food bank. The creation of the food terminal will allow institutional buyers and suppliers to hedge against volatility therefore promoting active trade and optimize farmers’ potential income.

Description and the valuation of the property to be transferred to Ala Eh, including the valuation methodology used

The Property is located in Barangay Santa Rita, Aplaya, Batangas City. The parties agreed that the Property shall be valued at Twenty Thousand Pesos (Php20,000.00) per square meter for the purpose of this transaction. The Property is contiguous to the property of Libertad Logistics Integrated Zone Builders Development Corporation (LIBERTAD) valued by an independent appraiser at Twenty-Three Thousand Six Hundred Pesos (Php23,600.00) per square meter using the Sales Comparison Approach.

Other Relevant Terms and Conditions of the MOA

Upon the completion of GREEN’s subscription, the parties agree to execute a Management Agreement wherein GREEN shall manage Ala Eh to undertake the construction, development and operation of the logistics center consisting of cold and dry storage facilities, agri-processing facilities, logistic hub and other facilities that are necessary for marketing and procurement activities. The said Management Agreement shall be for a period of two (2) years from its execution and shall be renewable upon the mutual agreement of the parties.

Other Relevant Information

Ala Eh is a company wholly-owned by Tagapo Realty Company, Inc. which in turn, is one hundred percent (100%)-owned by Philippine Regional Investment Development Corporation (PRIDE). Below is the list of Ala Eh’s affiliates which are also wholly-owned by Tagapo Realty Company, Inc.:

1. Assurance Realty Corporation
2. Countrywide Leverage Holdings Corporation
3. In-town Wholesale Marketing, Inc.
4. System Organization, Inc.

GREEN will update the Exchange when the manner and terms of the infusion of the Property into Ala Eh and the timetable for the implementation of the transaction have been finalized by the parties.

The disclosure was amended to indicate that today, GREEN and Ala Eh have mutually agreed to terminate the MOA effective immediately.

Moving forward, GREEN will focus on its core investments and projects in renewable energy and sustainable community development.

Please see attached SEC Form 17-C.