Toronto, Ontario--(Newsfile Corp. - May 15, 2026) - City View Green Holdings Inc. (CSE: CVGR) (OTCID: CVGRF) (FSE: CVY0) (the "Company" or "City View") announces that it has now completed a first tranche (the "First Tranche") closing of its non-brokered private placement previously announced on April 23, 2026. Under the First Tranche, the Company has issued 11,500,000 Units for gross proceeds of $575,000. In connection with the First Tranche, the Company paid finder's fees of $28,000 and issued 560,000 finder's 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 September 26, 2026, in accordance with applicable securities laws and the policies of the Canadian Securities Exchange (the "CSE").
Rob Fia, CEO, President and a director of the Company, participated in the First Tranche and purchased 2,000,000 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 ("MI 61-101"). 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% of the Company's market capitalization.
The Company was over-subscribed 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 now proposes to sell up to 17,000,000 Units (including the Units issued in the First Tranche) at a price of $0.05 per Unit to raise gross proceeds of up to $850,000 (the "Offering"). 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 $0.10 for a period of two years, except that, if the average closing price of the Company's common shares on the CSE is equal to or exceeds $0.12 during any 10 consecutive trading day period, then the Company may anytime 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 warrant holders 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 fund 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 CSE 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 $0.07 per share. All shares issued in connection with this debt settlement will have a hold period expiring 4 months and 1 day after their date of issuance, in accordance with the policies of the CSE and applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
For further information contact:
City View Green Holdings Inc.
Rob Fia, CEO & President
Phone: 416.722.4994
Email: rob@cityviewgreen.ca
The CSE has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Cautionary Note regarding Forward-looking Statements
This press release contains forward-looking statements which are not composed of historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated or implied by forward-looking statements and information. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Important factors that could cause actual results to differ materially from the Company's expectations include, among others, availability and costs of financing needed in the future, changes in equity markets and delays in the development of projects. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
Not for distribution to the United States newswire services or dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/297673
Source: City View Green Holdings Inc.
