Toronto - GreenBank Capital Inc (CSE: GBC and OTCMKTS: GRNBF) ('GreenBank or the Company') announces that, further to the Notice of Annual and Special Meeting, and accompanying Information Circular and Proxy Card which were filed on SEDAR and mailed to all shareholders of the company as of the March 12, 2020 Record date, procedural changes will be taking place for the April 8th 2020 meeting.
After discussions with pertinent regulators in Canada, out of an abundance of caution, to proactively deal with the unprecedented public health impact of coronavirus disease 2019, also known as COVID-19, and to mitigate risks to the health and safety of our shareholders, employees and other stakeholders, GreenBank will hold its Meeting as scheduled albeit in in a virtual only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. Completed registered shareholder Proxies can be mailed ahead of time, as usual to GreenBank's transfer agent, Reliable Stock Transfer at 100 King Street West, Suite 5700, Toronto, ON, M5X 1C7 or they can be completed, scanned, and emailed to info@reliablestocktransferinc.com for tabulation in advance of the meeting.
The meeting will be held online at https://bit.ly/GreenBankAGM at the previously scheduled time of 10AM EST on April 8th 2020. Attendees may also join by phone by dialing +1-778-907-2071 and entering passcode 971-418-996
Additional Information to Shareholders Related to the Matters To Be Acted Upon at the Annual General and Special Meeting Taking place on April 8, 2020
Below are added details regarding some the matters which will be considered for discussion and/or vote at the Annual and Special Meeting on April 8, 2020. This information is designed to be read alongside the Information Circular which was sent to all shareholders of the Corporation on March 12, 2020: Details of 19 % Investment of Staminier Limited Completed March 11, 2020 and Proposed Acquisition of the Remaining 81% of Staminier to be Voted Upon at the April 8, 2020 Meeting.
Details of the 19% Investment Staminier Limited Completed March 11, 2020
As previously announced, Greenbank entered into a Share Purchase Agreement (the 'Share Purchase Agreement') in an arms-length transaction to acquire an interest in Staminier Ltd. (the 'Acquisition'). Staminier Ltd. ('Staminier') is a UK-based investment company with a diversified portfolio of public and private investments. On March 11, 2020, GreenBank acquired a 19% equity interest in Staminier for consideration of 22,494,262 GreenBank common shares, pursuant to the Share Purchase Agreement.
Staminier is a United Kingdom based merchant banking business whose overall strategy is to acquire substantial interests in undervalued fast-growing companies with at least five years profitability and proven cash flow. Staminier also provides private and public companies with business advisory, corporate finance and marketing services. Its net assets, audited as of July 31, 2019, reported net assets of approximately $3.9 million CAD. Staminier's Board of Directors have confirmed no adverse changes between July 31, 2019 and March 11, 2020 and the transaction is subject to a purchase price adjustment clause for any loss of value. Staminier's assets include 3500 Berkshire Hathaway B shares, 51% of EcoSpace 41, a private steel-framed house building company, and an option over 13 acres of land at London, Gatwick airport, and a portfolio of investments with an audited net asset value of GBP2.5million. Staminier also has a pipeline of transactions under consideration.
Key terms of the 19% Investment include: GreenBank acquires 19% of Staminier Limited by the issuance of 22,494,262 GreenBank common shares
GreenBank receives an initial 480,000CAD funding line from Staminier for general working capital purposes, which will enable GreenBank to continue to develop its business interests.
GreenBank acquires a 6 month call option to acquire the remaining 81% of Staminier for 87,789,202 five year non-interest bearing non-voting convertible loan notes which grant the holder the right, on demand, to convert each loan note into one new common share provided that, until such time as a prospectus and other regulatory requirements have been fulfilled by GreenBank, the loan note conversion does not result in loan note holders owning more than 45% of the voting shares of GreenBank.
Staminier has the right to nominate one person to the GreenBank Capital Board of Directors
Staminier acquires a 1 year put option (to be activated on the expiry of the aforementioned GreenBank Capital call option) to sell the remaining 81% to GreenBank Capital for 87,789,202 common shares of GreenBank subject to Staminier having a net asset value of not less than GBP2.25 million (CAD 3.86 million) on a pro forma basis, GreenBank Capital shareholders passing a special resolution as outlined below, on closing that the outstanding amount on the credit line between Staminier and GreenBank is expensed, and meeting all regulatory requirements, including the filing of a prospectus if necessary
The conversion of $657,681 CAD of GreenBank accounts payable due to Mrs Zara Wettreich and $52,170 CAD of GreenBank accounts payable due to Mr. David Lonsdale into 5 year 3% convertible Loan Notes. These conversions were approved by Mrs. Wettreich and Mr. Lonsdale respectively and took effect at the closing of the Acquisition
A six month resale restriction on share sales by any GreenBank shareholder owning over 10% of the post-investment share capital of GreenBank after closing.
A Purchase Price adjustment for any shortfall in Staminier's Net Asset Value between July 31, 2019 and the Net Asset Value on the closing of the exercise of the 81% call option.
As a result of the Staminier investment, GreenBank now has 50,065,128 common shares issued and outstanding.
Proposed Acquisition of the Remaining 81% of Staminier to be Voted Upon at the April 8, 2020 Annual General and Special Meeting of GreenBank Shareholders
As referenced above, as part of the March 11th, 2020 investment in Staminier, GreenBank has acquired a six month option (until September 11, 2020) to acquire the remaining 81% equity interest in Staminier Ltd by issuing to Staminier shareholders 87,789,202 five year non-interest bearing non-voting convertible loan notes which grant the holder the right, on demand, to convert each loan note into one new common share provided that, until such time as a prospectus and other regulatory requirements have been fulfilled by GreenBank, the loan note conversion does not result in loan note holders owning more than 45% of the voting shares of GreenBank.
About GreenBank
GreenBank is a merchant banking business listed on the Canadian Securities Exchange (trading symbols CSE: GBC and OTCMKTS: GRNBF and FRA: 2TL). GreenBank's 100% subsidiary GreenBank Financial Inc. is a merchant bank. GreenBank's portfolio companies comprise equity investments in 14 small cap businesses, namely; 52.5% of Blockchain Evolution Inc, owners of the world's first identification based blockchain, and developers of Xbook a user permissioned and revenue sharing social media platform; 22.6% of Ubique Minerals Limited, a zinc exploration company in Newfoundland, Canada; 47.7% of GBC Grand Exploration Inc, a gold exploration company in Newfoundland, Canada; 100% of Medik Blockchain Inc, providing blockchain based medical confidentiality systems to the healthcare community; 100% of Cannabis Blockchain Inc, developers of a digital information management system for the cannabis industry; 59.5% of Kabaddi Games Inc, developers of a mobile application game based on the sport of Kabaddi; 100% of North America Veterans Insurance Services Inc, an insurance agency holding company; 19% of Inside Bay Street Corporation, a financial news communications company; 34.8% of Gander Exploration Inc, a minerals exploration company in Newfoundland, Canada; 10% of Reliable Stock Transfer Inc, a Canadian small cap transfer agency; 25% of Buchans Wileys Exploration Inc, a minerals exploration company with interests in Newfoundland, Canada; 19% of Staminier Limited, a United Kingdom Merchant Banking firm, 10% of The Lonsdale Group LLC, a USA based private equity company focused on small cap investments; 100% of Expatriate Assistance Services Inc, providing relocation services to expatriates and 11.2% of Minfocus Exploration Corp (TSXV: MFX), a mineral exploration company.
Contact:
Mark Wettreich
Tel: (647) 693 9411
Email: Mark@GreenBankCapitalinc.com
Forward-Looking Information
This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business and trading in the common stock of GreenBank Capital Inc., the raising of additional capital and the future development of the businesses comprising GreenBank's investment portfolio. The forward-looking information is based on certain key expectations and assumptions made by the company's management. Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because GreenBank can give no assurance that they will prove to be correct. These forward-looking statements are made as of the date of this press release and GreenBank disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
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