Filed By: Encounter Technologies, Inc.
Commission File No. 811-23311
Pursuant to Rule 425
Under the Securities Act of
1933
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: IDGlobal Corp.
a/k/a IDGreen Corp.
Commission File No. 021-100368
Subject: Definitive Letter
of Intent,
Dated December 15, 2017
4100
West Flamingo Road - Suite 2750 - Las Vegas, Nevada - 89103-3949 - (702) 546-6480
Advice of Delivery;
Delivered to Addressee Electronically
December 15, 2017
Sebastien C. DuFort
Chairman of the Board
IDGLOBAL CORP.
200 West Sixth Street
Lockport, Illinois 60441
Subject: Purchase
of IDGlobal Corp. Series A Preferred Stock
Dear Mr. DuFort,
May I thank you for having continued negotiations
with me for the past three months; whereby, Encounter Technologies, Inc., a Colorado corporation ("ENTI"), by this letter,
confirms our definitive agreement; whereby, ENTI will purchase 71,000,000.00 shares of the Series A Preferred Stock owned by you
in IDGlobal Corp, a Colorado corporation a/k/a IDGreen Corp. ("IDGC"), in exchange for the issuance to you, personally,
of 7,100,000,000.00 shares of ENTI's common stock. Moreover, ENTI's Board of Directors will appoint you to a vacancy on its board
of directors.
Consequently, as the result of our transaction,
ENTI will, essentially, control IDGC.
Key in our negotiations has been the prospect
to align our respective companies to best serve our respective shareholders and investors, and, to allow us to forge a new alliance
between our companies and their respective subsidiaries so that we can grow dynamic companies through the ownership of
bona
fide
assets that will be well-balanced in today's marketplace.
To confirm my understanding of IDGC's current
and planned operations, let's review.
For some while, IDGC has been conducting certain
operations through its totally-held subsidiary, Farallon, Inc., a Colorado corporation ("Farallon"). Farallon has been
in the business of marketing high-quality coffee beans to various specialty retailers and foodservice operations. Clearly, your
strategy in this field will only continue to thrive.
Next, there are IDGC's operations through Monochrome
Corp. ("Monochrome"). I believe that your strategy to develop Monochrome is unique and current in today's marketplace.
Your Monochrome business model incorporates two high-growth markets to create an exciting multi-channel business opportunity within
IDGC's distribution network. This includes your traditional brick-and-mortar channels as well as by Monochrome's utilization of
e-commerce technologies and emerging pipelines to capitalize on the new developments in today's CBD market.
I understand that the CBD market is driven by health concerns and
expanding product awareness. I am of the opinion by your combining the two, Monochrome can expect to meet market demand, with a
multitude of products that is just beginning to realize the company's and the market's potential. I think Monochrome's initial
development of a cold-brewed CBD product to be sold in an 8.4 oz. bottle and in a 2.4 oz. "shot size" is a creative step
in today's CBD market. Moreover, by Monochrome's exploitation of its distribution channels in the traditional and contemporary
delivery methods (by using such partners as major beverage and food distributors) will best serve the company's development. Your
use of non-traditional channels (that is, through brokers who will drive business in health care, universities, and health awareness
markets) is equally impressive. I am certain as Monochrome's business grows, you will also have partners for other products in
the Hemp and CBD space that will expand as Monochrome's product development increases.
Moving on to Azure Blockchain Inc. ("Azure").
I am keen on your structure of a company that will leverage its blockchain, real estate, and business assets and relationships.
I think your use of blockchain technology through Azure is groundbreaking, because blockchain technology is cryptographically secure,
it shares record of transactions, and is updated by a network of computers instead of a central authority. My understanding is
that every transaction within the system is secure, timestamped, and linked with previous and subsequent transactions that can
be seen by anyone with access to a given blockchain. I must agree with you when you told me the technology has the potential to
be ideal when it comes to simplifying complicated transactions and helping to digitally track physical assets, such as electricity,
as they make their way from point A to point B. I think that potential makes the technology very attractive to large utilities
and scrappy energy startups alike, because blockchain can be used to monitor energy consumption and trading alike. Moreover, I
understand that you further want Azure to incorporate technology can be used in conjunction with Internet-of-Things technology
to better measure electricity usage and collect payments. I can see where this could also help consumers see where electricity
is coming from and whether, for instance, it is from a renewable source. I was impressed when you told me that Azure's blockchain
technology could be used by large electricity customers to help trade energy between them. It is conceivable that a factory could
sell or trade its unused power to another factory that needs it.
Then there's Prestige Liquids LLC, which I
understand will continue with its packaging operations in Lockport, Illinois.
In addition to IDGC's plan of operations, I
understand that we will share in the businesses that we have collectively been negotiating to acquire; namely, the 15 restaurants
in Utah, the hotel in Utah, and the five office buildings in Las Vegas. It is my understanding that we will commit the hotel and
nine restaurants to IDGC and that the remaining restaurants in Utah and the office buildings will be acquired by ENTI. (ENTI will
be forming a totally-held subsidiary early next week to arrange for the acquisition of the aforementioned properties.
I would like to reiterate that, ENTI is filing
a preliminary information statement on Schedule 14C with the Securities and Exchange Commission (the "Commission") early
next week. In that information statement, ENTI will be announcing (a) that it performing a reverse split of its common stock at
ration of 1:15,000, (b) that it is converting its Series B Preferred shares to common stock, (c) that it is thereafter eliminating
its Series B and Series C Preferred Stock, and that it is appointing you to the board of directors (although the latter will sooner
become effective by my action by written consent as the control shareholder of ENTI).
Moreover, ENTI will filing a notification of
corporate actions with FINRA on the same day it files the preliminary Schedule 14C with the Commission, as the remaining actions
will not become effective for 20 days from the date ENTI files the preliminary notification.
Beyond these matters, we should be able to
demonstrate clear value for our respective shareholders; particularly, because ENTI will have shed the billions of shares it has
issued over the past nine years and, thus, be able to demonstrate a per share value that shareholders can appreciate.
Lastly, we agree that ENTI and IDGC, together
with any other public company ENTI acquires by that date, will be co-registrant's on a registration statement under the Securities
Act of 1933. This will include our respective subsidiaries being named as co-registrant's under that registration.
You and I further agree that ENTI cannot dispose,
pledge, or hypothecate IDGC's assets without the unanimous written consent of both of our boards of directors, and, the control
shareholders must vote on the disposition of IDGC's assets. I am certain the independent management of both companies will further
to serve our companies' respective interests, and our collective interests as a whole.
If this letter represents our understanding
of the definitive transaction, please sign your name where indicated and return a copy of this letter to me, I will then undertake
the filing with the Commission in accordance with Rule 425.
I look forward to a long-term business relationship
that will allow our respective companies and our shareholders to benefit in the coming months and years.
Very truly yours,
ENCOUNTER TECHNOLOGIES, INC.
/s/ Randolph S. Hudson
______________________________
Randolph S. Hudson
Chairman of the Board
President
Chief Executive Officer
ACCEPTED AND AGREED
,
this fifteenth day of December 2017:
/s/ Sebastien C. DuFort
______________________________
Sebastien C. DuFort
ACKNOWLEDGED
, this
fifteenth day of December 2017:
IDGLOBAL CORP.
a/k/a IDGreen Corp.
/s/ Sebastien C. DuFort
______________________________
Sebastien C. DuFort
Chairman of the Board
President
Chief Executive Officer
ID Global (CE) (USOTC:IDGC)
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