Greenshift Corporation (GERS)

[Dutch1]

Form PRE 14C GREENSHIFT CORP For: Nov 11

http://www.streetinsider.com/SEC+Filings/Form+PRE+14C+GREENSHIFT+CORP+For%3A+Nov+11/12241174.html


INFORMATION STATEMENT

To the Holders of the Voting Stock:
The purpose of this Information Statement is to notify you that the holder of shares representing a majority of the voting power of GreenShift Corporation (the "Company") has given its written consent to a resolution adopted by the Board of Directors of the Company to amend the articles of incorporation so as to effect a reverse split of the Company's common stock in a ratio of 1-for-100. We anticipate that this Information Statement will be mailed on November __, 2016 to shareholders of record. On or after January __, 2017, the amendment of the articles of incorporation will be filed with the Delaware Secretary of State and will become effective.
The Board of Directors approved the amendment primarily in order to comply with GreenShift's agreements with its lenders. The convertible debt instruments held by our lenders require that GreenShift maintain a sufficient number of shares of authorized common stock to enable conversion of the convertible debt issued by GreenShift to its lenders. The Board of Directors anticipates that in the near future GreenShift will have no shares available for issuance upon conversion and will therefore be in default of those debt instruments. Although GreenShift's ambition is to satisfy its debt to its lenders in cash deriving from operating activities or one or more potential future financing transactions, it is necessary that the potential for default be eliminated.
In addition, until we are able to fully pay off our remaining debt, our lenders will continue to have the right to receive payment upon demand in the form of common stock at a discount to its market price. The market price of our common stock in recent months has often been less than or equal to its par value. Since we are not permitted to issue common stock for consideration less than par value under Delaware law, when the market price falls to a level at which the conversion price of our lender's debentures is less than par value, we are forced to incur costly penalties at the time of each issuance of shares to our lenders. A reverse split would allow the Company to avoid these costs and the potential future debt default.
Delaware corporation law permits holders of a majority of the voting power to take shareholder action by written consent. Accordingly, the Company will not hold a meeting of its shareholders to consider or vote upon the amendment of the Company's certificate of incorporation.

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YOU ARE REQUESTED NOT TO SEND US A PROXY.


November __, 2016

KEVIN KREISLER, Chief Executive Officer