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, 12th 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.





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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.





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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description of Exhibit
10.1            Purchase and Sale Agreement, effective January 9, 2023, among Central
              American Green Inc., CryptoRica, LLC, Toro Energía S.A., and Poas
              Energía S.A..

10.2            Loan Agreement, dated January 11, 2023, between Poas Energía S.A. and
              Toro Energía S.A.

10.3            Secured Promissory Note, dated January 9, 2023, as amended and
              restated on January 10, 2023, between Generation Hemp, Inc. and Gary C.
              Evans.

99.1            Press Release dated Janaury 12, 2023 of the Company

99.2            Press Release dated January 18, 2023 of the Company

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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