WPP Mobile Waste Plant Technology and Business of WPP Energy GmbH entered into a binding memorandum of understanding to acquire BioPower Operations Corporation (OTCPK:BOPO) in a reverse merger transaction on April 2, 2019. Pursuant to the terms of the deal, BioPower will issue to WPP a number of shares of BioPower’s common stock, constituting 90% of the issued and outstanding shares of BioPower’s common stock following such issuance, in exchange for the payment to BioPower of $5 million and the contribution to BioPower of the WPP Mobile Waste Plant Technology and business. There are currently approximately 34 million shares of common stock of BioPower issued and outstanding, and therefore WPP will be issued approximately 30.6 million shares of Common Stock in the WPP Share Issuance. In order to be able to complete the transaction as set forth in the memorandum of understanding, BioPower will have to amend its Articles of Incorporation to increase the number of its authorized shares in order to have sufficient common stock authorized in order to issue the Shares. Notwithstanding the foregoing, in the event that the Closing does not occur within 120 days of the effective date due to a failure by WPP to raise the funds required to pay for the shares of Common Stock in the WPP Share Issuance, and provided that WPP has as of such date complied with all of its other obligations hereunder, then BioPower shall provide WPP with an additional 59 days to raise such funds, and if WPP does so raise such funds, the Closing shall thereafter occur, provided that in such case the WPP Issuance shall be for a number of shares of Common Stock constituting 85% of the issued and outstanding shares of Common Stock following such issuance, instead of 90% of the issued and outstanding shares of Common Stock following such issuance, and the purchase price payable shall remain as set forth above. WPP shall repay the holders of the promissory notes of BioPower such amounts as required to repay such promissory notes, which is expected to be approximately $1.25 million to $1.5 million. WPP shall purchase from China Energy Partners (CEP) the preferred share of BioPower owned by CEP, which is convertible into 51% of the voting rights of BioPower for a payment of $5 million less amounts paid to the Noteholders. Within 6 months of the Closing, BioPower shall commence a tender offer to acquire all of the shares of Common Stock then issued and outstanding at a price of $0.15 per share. The funds for the completion of the Tender Offer shall be the $5 million paid by WPP in exchange for WPP Share Issuance, which amount shall be deposited into escrow at the Closing with an escrow agent reasonably acceptable to the Parties. In the event that the Tender Offer is not commenced within 6 months of the Closing, the $5 million shall be utilized to pay for all outstanding payables and liabilities of BioPower and the balance, if any, shall thereafter be released to BioPower to be used as working capital. WPP, CEP and Robert Kohn shall not tender their shares of Common Stock in the Tender Offer. Robert Kohn was appointed to serve as Chief Executive Officer and President of BioPower and as a member of BioPower’s Board of Directors effective April 2, 2019. Kohn is currently the Chief Financial Officer of WPP and also the 50% owner of CEP. The Closing shall be contingent on the execution and delivery of the Definitive Agreement, and thereafter on BIO obtaining any required vote of its shareholders, and such other customary closing conditions as agreed to by the Parties in the Definitive Agreement. The memorandum of understanding has been approved by the Board of BioPower. Prior to the Closing, WPP will provide a corporate resolution approving the sale. Laura Anthony of Anthony L.G., PLLC acted as legal advisor to BioPower.