Toronto, Ontario--(Newsfile Corp. - June 6, 2022) - Green Environmental Technologies Inc. (the "Company") announces 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 in connection with the private placement are subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation. The issued and outstanding shares of the company after the issuance of shares are 56,716,258 common shares.
Prior to this transaction, Mr. Monardo held 1,320,000 common shares of the Company beneficially through White Knight Capital Corp. These shares represented 5.7% of the previous shares outstanding 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 promotor of the Company. The execution of the Private Placement is a "related party transaction" for purposes of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the Company is not listed on a specified market. Additionally, the Company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(e) of MI 61-101 as the Company is suffering from financial hardship. The Company is insolvent; the Private Placement is for working capital purpose; the Company is not subject to court approval or court orders that the Private Placement be effected under bankruptcy or insolvency law or section 191 of the Canada Business Corporations Act; the Company has one or more independent directors in respect of the Private Placement; and the Company's board of directors, acting in good faith, has determined, and at least two-thirds of the Company's independent directors, acting in good faith, has determined that the Company is insolvent and in need of improving its financial position and the terms 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 hardship, the directors, other than Mr. Dominique Monardo and Mr. Salvatore Monardo, approved the Private Placement up to an aggregate of $33,500 after a discussion. The Company did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the transaction were not settled until shortly prior to the closing and the Company wished to close on an expedited basis for business reasons. The Company does not have any valuation or prior valuations that relate to the subject matter of or is otherwise relevant to the Private Placement.
The Company will file a material change report on SEDAR in respect of the Private Placement, a copy of which will be sent by the Company to any shareholder upon request and without charge. Contact email@example.com for information on the Private Placement.
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