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Toronto, Ontario–(Newsfile Corp. – June 6, 2022) – Green Environmental Technologies Inc. (the “Company”) announces the completion of a private placement.
The Company issued 33,500,000 common shares for $33,500 ($0.001 per share) (“Private placement“) to Mr. Dominque Monardo. All securities issued pursuant to the private placement are subject to a hold period of four months and one day from the date of issue in accordance with applicable securities laws. The shares issued and outstanding of the company after the issuance of shares is 56,716,258 common shares.
Prior to this transaction, Mr. Monardo beneficially owned 1,320,000 common shares of the Company through White Knight Capital Corp. These shares represented 5.7% of the previously outstanding shares of 23,216,258. He now exercises control over a total of 34,820,000 common shares, representing approximately 61% of the outstanding common shares of the Company. Mr. Monardo holds these shares for investment purposes only.
Mr. Monardo is CEO, director and promoter of the Company. The execution of the Private Placement is a “related party transaction” for the purposes of the Multilateral Instrument 61-101- Protection of holders of minority securities in special transactions (“MI 61-101”). The Company relies on exemptions from the formal valuation and minority shareholder approval requirements available under NI 61-101. The Company is exempt from the formal valuation requirement of section 5.4 of NI 61-101 relying on section 5.5(b) of NI 61-101, as the Company is not listed on a specified. In addition, the Company is exempt from the minority shareholder approval requirement of section 5.6 of NI 61-101 based on section 5.7(1)(e) of NI 61-101 as the Company suffers financial difficulties. The Company is insolvent; the private placement is for working capital purposes; the Company is not subject to court approval or court order that the private placement be made pursuant to bankruptcy or insolvency law or section 191 of the Canada Business Corporations Act; the Company has one or more independent directors in connection with the Private Placement; and the board of directors of the Company, acting in good faith, has determined, and at least two-thirds of the independent directors of the Company, acting in good faith, have determined that the Company is insolvent and needs to improve its financial situation and the conditions of the Private Placement are reasonable in the circumstances of the Company.
The financing was approved by the Board of Directors pursuant to a directors’ resolution dated June 6, 2022. The Company did not have a formal process for the review and approval of the private placement. Due to the size of the Company and the financial difficulties, the directors, other than Mr. Dominique Monardo and Mr. Salvatore Monardo, approved the private placement up to a total of $33,500 after discussion. The Company did not file a material change report more than 21 days before the scheduled closing of the Private Placement because the details of the transaction were not settled until shortly before closing and the Company wanted to close on an accelerated basis to commercial reasons. The Company has no prior valuation or valuations which relate to the subject matter of the Private Placement or which are otherwise relevant to the Private Placement.
The Company will file a material change report on SEDAR with respect to the Private Placement, a copy of which will be sent by the Company to any shareholder upon request and free of charge. Contact [email protected] for more information on private placement.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/126687