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11-Jul-2013Changes in Control or Registrant

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db7 Member Level  Thursday, 07/11/13 02:47:33 PM
Re: dijeetyet post# 1
Post # of 42 
11-Jul-2013

Changes in Control or Registrant



ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
Effective July 8, 2013, the Board of Directors of Peregrine Industries, Inc. (the "Company" or "Registrant") reports a change in control transaction as follows:
(i) GreenStone Industries Ltd., a public company listed on the Tel Aviv Stock Exchange and organized under the laws of Israel ("GreenStone") acquired control of the Registrant through the purchase of a total of 324,000 shares of the Company's common stock (the "Shares") from the Company's principal shareholders, Richard Rubin, Ivo Heiden and Thomas J. Craft, Jr., (the "Sellers");
(ii) The 324,000 Shares represented all of the Shares owned by the Sellers;
(iii) The change in control transaction was affected by the execution of three separate Private Stock Purchase Agreements between GreenStone, on the one hand, and each of the Sellers, on the other hand, as follows: Richard Rubin, the Company's CEO, CFO and director, sold 110,000 Shares for $30,000; Ivo Heiden, a director, sold 104,000 Shares for $30,000; and Thomas J. Craft, Jr., a shareholder sold 110,000 Shares for $30,000;
(iv) The 324,000 Shares sold by the Sellers to GreenStone represented 61.8% to the Company's issued and outstanding shares of common stock, the only voting shares of the Company and the only class of securities outstanding; and
(v) The cash consideration of $90,000 paid by GreenStone to the Sellers was funded from its working capital.

There has been no change in the Registrant's management as of the date of this report on Form 8-K although a change in management may be expected.


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