Mr. Rob Fia reports
CITY VIEW GREEN HOLDINGS INC. ANNOUNCES 1ST TRANCHE CLOSING, THE INCREASE OF ITS NON-BROKERED PRIVATE PLACEMENT AND A SHARES FOR DEBT SETTLEMENT
City View Green Holdings Inc. has completed a first tranche closing of its non-brokered private placement previously announced on April 23, 2026. Under the first tranche, the company has issued 11.5 million units for gross proceeds of $575,000. In connection with the first tranche, the company paid finders' fees of $28,000 and issued 560,000 finders' warrants, which warrants have the same terms as the unit warrants. All securities issued under the first tranche are subject to a hold period expiring Sept. 26, 2026, in accordance with applicable securities laws and the policies of the Canadian Securities Exchange.
Rob Fia, chief executive officer, president and a director of the company, participated in the first tranche and purchased two million units for $100,000. Mr. Fia's participation is considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Such insider participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101 as the company is not listed on any of the exchanges or markets outlined in Subsection 5.5(b) of MI 61-101, and the fair market value of the securities distributed to Mr. Fia does not exceed 25 per cent of the company's market capitalization.
The company was oversubscribed for the first tranche and has received additional interest above the previously announced $500,000 maximum. Therefore, the company is increasing the offering such that it proposes to sell up to 17 million units (including the units issued in the first tranche) at a price of five cents per unit to raise gross proceeds of up to $850,000. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the company at an exercise price of 10 cents for a period of two years, except that, if the average closing price of the company's common shares on the Canadian Securities Exchange is equal to or exceeds 12 cents during any 10-consecutive-trading-day period, then the company may any time thereafter accelerate the expiry date of the warrants to the date that is 30 days following the date on which the company issues notice to all the warrantholders of the new expiry date (and the company will also issue a press release on the same date as it issues notice confirming the new expiry date of the warrants).
The units are being offered to qualified purchasers in reliance upon exemptions from prospectus and registration requirements of applicable securities legislation. The proceeds received from the sale of the units will be used to finance general working capital expenses. The company may pay a finder's fee consisting of cash, shares and/or warrants to eligible finders as permitted under applicable securities laws and Canadian Securities Exchange policies. All securities issued and sold under the offering will be subject to a hold period expiring four months and one day from their date of issuance in accordance with the policies of the CSE and applicable securities laws.
The company also announces that it has negotiated a debt settlement with an arm's-length creditor pursuant to which it will settle aggregate debt of $20,000 in consideration for which it will issue 285,714 common shares at a deemed price of seven cents per share. All shares issued in connection with this debt settlement will have a hold period expiring four months and one day after their date of issuance in accordance with the policies of the CSE and applicable securities laws.
We seek Safe Harbor.
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