Cielo Waste Solutions Corp. V.CMC

Contradiction

[lscfa]

How the hell can FCF be at arm's length if the lenders are also Cielo shareholders and also connected with FCF?    

"Cielo is pleased to announce that all of the Debentures have been converted following issuance at $1.02 per share. First Choice Financial ("FCF"), the arm's length third party with whom Cielo had entered into the binding letter of intent announced on March 3rd and who arranged for the aggregate loan, and the individual lenders, who are existing Cielo shareholders and connected with FCF, have decided to exercise the Debentures now, even though they are at a premium to the current market. All Debentures and the common shares that were issued upon the conversion thereof are subject to a statutory 4-month hold period expiring on August 30, 2021."

[Yehoot]

It can be that the agreement with the other party is at arms length terms. Cielo also have some independent directors on the board (including an extremely high profile one), they have a fiduciary duty to Cielo - if these deals are questionable and ended up getting Cielo in financial difficulty then the board members could be liable if their duty of care and duty of loyalty is breached. I'm not

[Citadel]

Couple things 1) The auditors will correct if anything mis stated per above  2) the concept of a related party is an accounting term. Shareholders would need to have at least 20% interest in Cielo and a controlling interest in FCF for it to be considered a related party. There still could be some conflict here but as far as disclosures are concerned there probably isn’t anything incorrect