Vancouver, British Columbia–(Newsfile Corp. – July 30, 2019) – American Biofuels Inc. (TSXV: ABS.H) (“ABS” or the “Company“) and Paragon Processing, LLC (“Paragon“), a Colorado limited liability company engaged in the business of manufacturing and distributing industrial hemp products (the “Paragon Business“), announces that ABS and Paragon have entered into a business combination agreement (the “Combination Agreement“), which contemplates a reverse takeover of ABS by the members of Paragon (the “Proposed Transaction“). As presently contemplated, the Proposed Transaction will be completed by way of a series of transactions, including an amalgamation under the Business Corporations Act (British Columbia) and a statutory share exchange under the Nevada Revised Statute. The Proposed Transaction also contemplates that on closing of the Proposed Transaction (“Closing“), the common shares of ABS will be de-listed from the TSX Venture Exchange (the “TSX-V“) and re-listed on the Canadian Securities Exchange (the “CSE“). The Combination Agreement was negotiated between ABS and Paragon at arm’s length.

Details of the Proposed Transaction

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