I guess I don't see how that goes against my view of this company which is fully supported by the filings. They state that they have 75% "controlling" interest in ARIA. Like the property in Canada which is mortgaged, they don't own 100% of that either. Leonite has $700K in class "A" preferred shares against it earning an annual 10% dividend.
They have share structures for what they purportedly own for a reason. Ethema (GRST) is a self described publicly traded "investment holding" company with 2 employees. The phrase "publicly traded" means traders role in the relationship is to pay for the toxic debt and expenses for those who own actual shares of the entities owned. That is the documented history.
The intent as I read it is for the note holders to share in the proceeds until the loans are paid. Once the note is paid then 50% of the shares go back to Ethema (GRST). Ethema retains all voting rights and is why they claim controlling interest. It is very difficult to learn what Ethema (GRST) actually owns. One reason is that ARIA over the years has been referred to by several names. As far back as 2017 it is referred to as ARIA, it has also called Evernia, and in the purchase and options agreement it is referred to as ATHI. These appear to be a secured loans. Read the 8K released December 2020 and find the links at the bottom of the filing to all of the options.
The options language doesn't say "if advances made" or "when advances made" it states for "advances made". They price to convert based on .0001 a share for ARIA shares is nothing and if they don't exercise they don't have a secured loan. These people are not fools.
"On July 12, 2020, the Company entered into a five-year option agreement with Leonite and other investors (collectively the “Transferees”), the Company agreed to sell to the Transferees 20% of the total outstanding shares of ATHI. The Company provided Bauman an option to purchase 1,142,856 shares of ATHI from the Company for a purchase consideration of $0.0001 per share (a total consideration of $114), based on the advances that Leonite and others made to the Company totaling $400,000. Leonite shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Leonite to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option. The Option Agreement is filed as Exhibit 10.20 attached hereto. When Leonite advanced the final last 100,000 the option agreement was increased and the Company agreed to increase the stock they would sell to Transferees to 30% of the total outstanding shares of ATHI. The option agreement was amended and the Amended option Agreement is filed as Exhibit 10.23 attached hereto."
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
22. Commitments and contingencies
c. ATHI Option agreements
"On July 12, 2020, the Company entered into a five year option agreement with Leonite Capital LLC (“Leonite”) and other investors (collectively the “Transferees”), the Company agreed to sell to Leonite a portion of the total outstanding shares of ATHI from the shares of ATHI held by the company. The Company provided Leonite an option to purchase 33% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Leonite made to the Company totaling $655,000. Leonite shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Leonite to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option."
"On September 14, 2020, the Company entered into a five year option agreement with Ed Blasiak (“Blasiak”) whereby the Company agreed to sell to Blasiak a portion of the total outstanding shares of ATHI. The Company provided Blasiak an option to purchase 2.5% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Blasiak made to the Company totaling $50,000. Blasiak shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Blasiak to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option."
"On October 29, 2020, the Company entered into a five year option agreement with First Fire whereby the Company agreed to sell to First Fire a portion of the total outstanding shares of ATHI. The Company provided First Fire an option to purchase 6.25% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that First Fire made to the Company totaling $125,000. First Fire shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by First Fire to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option."
"On October 29, 2020, the Company entered into a five year option agreement entered into with Bauman, so that the Company agreed to sell to Bauman a portion of the total outstanding shares of ATHI. The Company provided Bauman an option to purchase 6.25% of ATHI from the Company for a purchase consideration of $0.0001 per share, based on the advances that Bauman made to the Company totaling $125,000. Bauman shall share in all distributions by ATHI to the Company, on an as exercised basis, equal to the advances made by Bauman to the Company, thereafter the option will be reduced to 50% of the shares exercisable under the option."
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