Freedom Holdings, Inc. (OTCPK:FHLD) entered into a binding letter of Intent to acquire Carbon Zero Asset Management, Inc. for $43.6 million on December 28, 2021. As part of consideration, Freedom Holdings will issue 311.7 million shares to shareholders of Carbon Zero (COzero). Upon the consummation of the acquisition, Carbon Zero will become a wholly owned subsidiary of Freedom Holdings (FHLD). The closing shall occur with the following conditions: (a) FHLD having consummated financing in the minimum amount of Five Hundred Thousand Dollars and up to a maximum of Ten Million Dollars contemporaneous with the closing; (b) FHLD shall have an aggregate of 17 million shares of FHLD Common stock issued and outstanding upon the conversion of all classes of preferred shares; (c) FHLD shall appoint 1 member to the Board of Directors (d) COzero shall appoint 3 members to the Board of Directors; (e) FHLD and COzero shall mutually appoint 1 independent member to the Board of Directors; (f) COzero shall supply audited financial statements for periods ending December 31, 2019, 2020 and 2021. The Shares of Series B Preferred Stock may not be converted into shares of Common Stock for a period of; a) six (6) months after purchase. Brian Kistler and William Robinson shall be appointed to the advisory board on a two-year agreement under terms to be agreed and Andrew Howard and Steve Lowe shall be appointed to the board on a five-year agreement and Freedom Holdings will be permitted to retain Brian Kistler as a board member on a two year agreement. The transaction is subject to adjustment based on FHLD’s due diligence review, any third-party valuation reports of the FHLD that Carbon Zero Asset Management agrees to provide with any adjustment to terms to be set forth in the definitive agreement. The transaction is subject to approval of board from both companies and FHLD obtaining all necessary shareholder approvals and all regulatory approvals. Freedom Holdings and Carbon Zero will execute the definitive agreement, no later than December 30, 2021. The transaction is expected to close on or before February 15, 2022.