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Sorry I can't take you seriously if at the end of every serous statement you add some chessy wink face like haha jk
Nice was thinking the dollar was worth less
Is that the exchange rate ? Been a while sense I checked.
If we see a half that I'm a rich man.
They are worth a 1.00 euro on this other exchange. Hope we see that
Don't look like it unless they file later today
Yes sir unless they need a extension for some reason can't see why all seemed to be satisfied on the list
Every thing is done on list just about
Check this
RAIK OLIVER HEINZELMANN (the “Principal Shareholder”)
Glockengasse 5
D-47608 Geldern
Germany
Dear Sirs/Mesdames:
Re: Acquisition by Greenlite Ventures Inc. (“Greenlite”) of 66.67% of the Shares of Advantag AG (“Advantag”)
This letter of intent confirms the terms upon which Greenlite proposes to acquire 66.67% of Advantag. The purpose of this letter of intent is to set forth basic terms and conditions of such a transaction, not to cover all of the issues related to the transaction. Completion of Greenlite’s acquisition of 66.67% of Advantag is subject to Greenlite completing due diligence of Advantag, satisfaction of conditions set out below and the parties entering into a formal binding agreement.
Except for those provisions of this letter of intent dealing with non-disclosure, confidentiality of information and exclusive negotiating rights, the provisions of this letter of intent shall not be read as creating any binding obligations on Greenlite or the Principal Shareholder.
1.
Representations of the Principal Shareholder. The Principal Shareholder has represented to Greenlite as follows:
(a)
Advantag is a company incorporated under the laws of Germany and is in good standing under the laws of its jurisdiction of incorporation;
(b)
Advantag’s authorized capital consists of 50,000 equity shares, with a par value of EUR 1.00 per share, of which 50,000 equity shares are issued and outstanding. The board of Advantag has applied to increase their capital by 25,000 shares (the “Additional Shares”) and have received subscriptions from investors for the majority of the Additional Shares with a total value of EUR 395,000 and expect to complete the financing by the end of September, 2012 for a total of EUR 625,000 (the “Subscribers”). There are no other classes of shares or other securities of Advantag outstanding and except for the Subscribers, no person has any option or right to acquire any unissued shares of Advantag;
(c)
The Principal Shareholder holds 50,000 equity shares which will represent 66.67% of the issued and outstanding equity shares of Advantag following the issuance of all of the Additional Shares to the Subscribers;
(d)
All shares of Advantag issued and outstanding have been duly and properly issued in compliance with all applicable corporate and other laws;
(e)
Advantag’s financial statements for the years ended December 31, 2010 and 2011 and for the six months ended June 30, 2012 as delivered to Greenlite, present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of Advantag as at the date thereof and there has been no material change in the assets and liabilities since that date;
1
(f)
Advantag is engaged in the business of marketing and trading carbon credits (the “Business”); and
(g)
Advantag is a member of a number of carbon exchanges, including the Green Market Exchange of the Bavarian Exchange in Munich, Climex in the Netherlands, the KBB Bratislava and the Carbon Trade Exchange in London/Melbourne.
2.
Representations of Greenlite. Greenlite represents as follows:
(a)
Greenlite is a company incorporated under the laws of Nevada and is in good standing under the laws of its jurisdiction of incorporation;
(b)
Greenlite is a reporting company under the United States Securities Exchange Act of 1934 (the “Act”) and is in good standing with respect to its filings under the Act;
Done
(c)
Greenlite’s authorized capital consists of 400,000,000 shares of common stock, with a par value of $0.001 per share, of which 100,466,664 shares of common stock are issued and outstanding;
Yes done
(d)
The shares of common stock of Greenlite are quoted on the OTC Bulletin Board; and
Done
(e)
There has been no material change in the affairs of Greenlite since its most recent filings in Form 10-K and Form 10-Q under the Act, except as may be disclosed in any Form 8- K filed under the Act.
Done
3.
Purchase of 66.67% of Advantag. It is our intention that Greenlite will acquire 66.67% of the shares of Advantag (the “Acquisition”). The consideration for the acquisition shall be the issuance by Greenlite to the Principal Shareholder at closing such number of shares of Greenlite as shall be equal to 65% of the shares of Greenlite then outstanding. The shares to be issued to the Principal Shareholder shall be free of restrictions other than those imposed by securities laws.
Done
4.
Directors. At Closing, a majority of directors of Greenlite will resign and will be replaced by persons nominated by the Principal Shareholder.
5.
Conditions. The obligations of the parties to complete the Acquisition shall be subject to customary conditions including:
(a)
All the representatives of the parties shall be true and accurate at closing as if they were made immediately prior to closing;
(b)
The Principal Shareholder shall have provided to Greenlite prior to or on closing such financial statements as are required by Article 8.01 of Regulation S-X of the United States Securities and Exchange Commission in order to permit Greenlite to make the United States Securities and Exchange Commission filings required in respect of the Acquisition; and
(c)
The Principal Shareholder shall have provided to Greenlite such information as is necessary to satisfy Greenlite and its counsel that the Acquisition may be completed in reliance of exemptions from applicable federal and state or foreign securities laws;
2
(d)
Greenlite will have cash available for investment in Advantag’s business not less than USD$500,000 and no significant liabilities; and
Done
(e)
The Principal Shareholder being satisfied that the market for Greenlite’s common shares has the strength and liquidity necessary to advance Advantag’s business.
6.
Formal Agreement. The parties shall take such steps as may be necessary and use their best efforts to prepare and execute a formal agreement as soon as possible, but in any event not later than December 31, 2012. During this period, the parties will cooperate with each other and provide such documentation or information as may be necessary to permit the parties to complete reasonable due diligence with respect to the proposed Acquisition.
7.
Full Disclosure. The Principal Shareholder shall disclose to Greenlite any and all material adverse conditions or potential adverse conditions currently known about Advantag that could affect the business of Advantag in a negative matter.
8.
Exclusivity. In consideration of the undertaking by Greenlite of the costs and expenses in conducting due diligence and continuing negotiations, the Principal Shareholder agrees that, during the term of this letter of intent, he will not seek or solicit, or engage anyone to seek or solicit, other suitors for a merger or purchase of Advantag, will not make available to other potential suitors information concerning itself, and will maintain confidentiality about the transaction contemplated by this letter of intent, except to the extent the disclosure is required by applicable law or is made to advisors on a “need to know” basis.
9.
Counterparts. This letter of intent may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same letter of intent.
If the foregoing is in accordance with your understanding of our intentions, please sign where indicated below and this will serve as a letter of intent to govern our relationship pending completion of a formal agreement.
Yours truly,
GREENLITE VENTURES INC.
Per: /s/ Howard Thomson
Howard Thomson, President
Agreed and accepted as of the 7th day of September, 2012.
/s/ Raik Oliver Heinzelmann
Raik Oliver Heinzelmann,
Principal Shareholder
I think I seen GLTV on it lol
Less than a week left should hear somthing any day good or bad
Omg the horror so much selling lol.
Wow hardly any volume
Idk whats a harder choice wether to buy a new house or a exotic car with my new found cash After GLTV rm news hits
Yes we up listed but fell back do to being late on 10q do once that is filed we should return to are former tier.
Some one help me find the pr or whatever it was saying we got the cash I'm on a phone and at work not getting good reseption
Once they file we will go back up to current. And yes we have the cash I bleave it was in a former pr.
Again all advatag wants from us is to RM into us so they will be On the US Market cheap they then can up list as they see fit to their needs.
I keep saying this advantag co is a big player this merger will net us big $ hints options at a .11 cause they are as legit as it gets.
No crap son GLTV is she'll company they are using it to rm so they can trade on us market. It's cheaper this way
Lol best wish I have ever heard
I dint email him I think lukin4winners and balamidas did. I know it was like 3 or 4 Ihubers got the same emailif you dig threw old post it's their
Yes a few of us got emails from advantag CEO stating the deal is still a go
Haaaaaaaa 2 days closed green nice creeping up lol
Read this will explain it if not you can figure it out on that site
http://prospectuses.info/Service.html
They plan on listing on us exchange as well as the 10 others they are already on
They are on 10 other stock exchanges
GLTV Float 58 million OS 100mill
Eod push and GLTV will fly
GLTV ready to run to a penny
GLTV some more ask loving and we shoot to a penny
GLTV news around the corner
GLTV getting some love
Followed by some bid support
We'll I see we got some movement going on
Well GLTV slow today so sleep for me
Unless they failed to complet the deal eather way won't forget it lol
Lol yes it is I just want to see it close green for 2 days in a row seems to be hard for us to do
Still no volume lol who wants to paint it ? I did it yesterday to close up
GLTV ticker buzz cloud thingy is getting bigger