GREEN RAIN ENERGY HOLDINGS, INC. (OTCID: GREH) Green Rain Energy Announces Review of Legacy Convertible Notes and Strengthened Shareholder Protections

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Mar 13, 2026, 19:26 ET

BEVERLY HILLS, Calif., March 13, 2026 /PRNewswire/ -- ("Green Rain Energy" or the "Company") today announced that, following recently filed Form 8-K disclosures, the Company has initiated a comprehensive review of certain legacy convertible debt instruments issued under predecessor management. The review is being conducted under the guidance of the Company's accounting advisors and legal counsel to ensure compliance with applicable accounting standards, corporate governance requirements, and securities regulations.

The review focuses primarily on convertible notes associated with historical transactions, including the 2019 acquisition involving Medican Enterprises Inc., which records indicate may have involved a $20,000,000 convertible promissory note bearing 8% interest issued by prior management.

Current management, which assumed control of the Company in late 2024, was not involved in negotiating or approving these legacy transactions. As a result, the Board of Directors has authorized a formal validation process to determine the existence, enforceability, valuation, and accounting treatment of such instruments.

Temporary Suspension of Legacy Note Conversions

As part of this process, the Company has formally advised its transfer agent and relevant parties that no conversions of these legacy convertible notes will be processed unless and until the holders provide sufficient documentation supporting the validity of the instruments and the underlying transactions.

The documentation requested includes, but is not limited to:

executed promissory notes and assignment agreements

proof of consideration and supporting transaction records

documentation evidencing ownership and transfer of underlying assets

valuation methodologies supporting the original transaction

historical conversion notices or related securities documentation

Until such documentation is received and verified, the Company has instructed that all conversion requests relating to these legacy instruments be blocked unless expressly authorized by the Company's Chief Executive Officer and Board of Directors.

Compliance With Accounting and Corporate Governance Standards

The Company's Board has also authorized management to conduct a valuation and impairment review of the underlying transaction, including evaluation of whether the assets acquired in the historical transaction reasonably support the carrying value of the related liabilities under applicable accounting standards such as ASC 350 (Intangibles — Goodwill and Other) and ASC 360 (Property, Plant and Equipment).

This review may involve independent accounting and valuation specialists and may result in adjustments to the Company's financial statements if warranted by the findings of the review.

Protecting Shareholder Interests

Management believes that undertaking this validation process is critical to protecting the interests of current shareholders. Convertible debt instruments, particularly those issued under prior management, can significantly impact a company's capital structure if converted into common stock without proper verification.

By requiring validation of these legacy instruments before any conversion is permitted, the Company seeks to:

protect shareholders from unsubstantiated dilution

ensure that only legitimate obligations are reflected in the Company's capitalization

maintain transparency and integrity in the Company's financial reporting

align the Company's capital structure with verified legal obligations

Unauthorized or unsupported conversions could materially alter the Company's outstanding share count and negatively affect shareholder value. Accordingly, the Company believes that temporarily suspending conversions pending documentation review is a prudent and necessary step.

Legal and Regulatory Framework

The Company's actions are consistent with established principles of corporate governance and securities regulation. Under the Securities Exchange Act of 1934, issuers are required to ensure that disclosures and financial statements accurately reflect material obligations and capital structure. Additionally, boards of directors have fiduciary duties under applicable corporate law to verify liabilities and protect shareholder interests when reviewing transactions entered into by prior management.

Courts and regulators have consistently recognized that companies may review and challenge legacy obligations where documentation is incomplete or where transactions require validation to ensure compliance with accounting and securities laws.

Ongoing Updates

Green Rain Energy will continue to work closely with its accounting and legal teams throughout this review process and will provide updates to shareholders as additional information becomes available.

The Company remains focused on strengthening its balance sheet, improving transparency, and advancing its long-term strategy in energy infrastructure and technology development.

About Green Rain Energy Holdings Inc. (OTC: GREH)

Green Rain Energy Holdings Inc. is a Wyoming–based clean–energy development company focused on renewable infrastructure through its subsidiaries Green Rain Solar Inc. and Green Rain Development. The Company's mission is to accelerate the clean–energy transition through scalable ESCO–driven solutions, strategic partnerships, and unwavering commitment to compliance, accountability, and shareholder respect.

Visit: https://greenrainenergy.com/

Investor Relations: https://greenrainenergy.com/investor-relations/

SOURCE Green Rain Energy Holdings, Inc.