TORONTO, ON/ACCESSWIRE/March 11, 2022 / GreenBank Capital Inc. (CSE:GBC) and (OTC PINK:GRNBF) and (FRA:2TL) (“GreenBank” or “the Company”) announces that it has exited its investments in three of its non-core portfolio companies – Reliable Stock Transfer Inc. (“Reliable”), Inside Bay Street Corporation (“Inside Bay Street”) and The Lonsdale Group (“Lonsdale Group”). GreenBank management believed that the three exits were in GreenBank’s strategic interest as Greenbank continues to streamline and focus its investment portfolio going forward.
GreenBank, after receiving an offer, agreed to sell its 10% stake in Reliable, a Toronto-based small-cap transfer agency, for C$225,000 to Ms. Zara Wettreich. Ms. Wettreich is a GreenBank insider who is also currently Reliable’s 90% majority shareholder. As previously reported, Wettreich made a series of loans totaling C$657,681 to GreenBank in 2019 and 2020, which were then exchanged for 5-year 3% convertible loan notes, with interest payable annually on March 11.and. The sale of GreenBank’s 10% interest in Reliable to Ms. Wettreich will therefore reduce the balance of such loan notes by $225,000 such that at closing, Ms. Wettreich will retain loan notes totaling $432,681. GreenBank today paid the 3% annual interest payment on the aggregate principal amount of $657,681 of the Loan Notes to Ms. Wettreich as scheduled. GreenBank originally acquired its 10% stake in Reliable in June 2017 for $150,000, including $50,000 paid in cash and $100,000 paid through the issuance of 333,333 shares of GreenBank common stock at a deemed price of 0.30 $ per share. The sale of GreenBank’s 10% stake in Reliable for $225,000 therefore represents a 50% profit for GreenBank over the original acquisition cost.
Reliable’s interim chairman is Mark Wettreich, who is also the current chairman of GreenBank. Therefore, while Mark Wettreich does not currently have a direct interest in Reliable, Mark Wettreich’s participation in this transaction is treated by Greenbank as a related party transaction as defined in Multilateral Instrument 61- 101 – Protection of holders of minority securities in special transactions (“MI 61-101”). A special committee established by the Board of Directors and composed of an independent director has determined that the related party transaction is fair and reasonable in the circumstances for the Company. Neither the Company nor the Related Party has knowledge of any material information regarding the Company or its securities that has not been generally disclosed. The transaction will not affect the direct or indirect voting rights of the related party. The transaction approval process involved the appointment of a special committee and the approval of the transaction by the special committee. The Special Committee was composed of an independent director within the meaning of NI 61-101. The Company has relied on section 5.5(b) of NI 61-101 for an exemption from the formal valuation requirement and on section 5.7(a) of NI 61-101 for an exemption from the approval of minority shareholders.
Separately, GreenBank agreed to sell its 19% stake in Inside Bay Street, a Toronto-based financial communications company, in exchange for $4,045, an amount equal to the outstanding debt GreenBank owed Inside Bay Street. on the date of the execution of the agreement. Inside Bay Street is a company with minimal identifiable assets at present and a strategic decision was recently made by Inside Bay Street management to postpone its plans for further development of a financial information website for the short term. term. Greenbank management therefore made the strategic decision to have GreenBank exit the investment at that time in exchange for 100% debt relief. As previously reported, GreenBank originally acquired its 19% stake in Inside Bay Street in a non-monetary transaction on September 18, 2017, which was payable by the issuance of 40,000 Series D 5% Preferred Shares without right to vote. In July 2018, these Series D Preferred Shares were exchanged for 19,284 shares of GreenBank common stock and the Series D Preferred Shares were subsequently terminated as a class of shares.
Finally, GreenBank has agreed to sell its 10% stake in The Lonsdale Group LLC, a Dallas, Texas, USA-based private equity firm focused on small cap investments, to Mr. David Lonsdale in exchange of 114,937 common shares of GreenBank Capital and 163,384 common shares. of Ubique Minerals. GreenBank intends to return the 114,937 common shares of GreenBank to its treasury, thereby reducing the total number of issued and outstanding shares of GreenBank. The Company considers that the transaction qualifies for an exemption from the requirements of Part 2 of NI 62-104 on the basis of the exemption provided for in sections 4.2(1) and 4.7 of NI 62-104. The common shares of Ubique Minerals acquired as part of the transaction will be added to GreenBank’s previously disclosed existing investment in Ubique Minerals. As previously reported, Mr. Lonsdale is a former director and CEO of GreenBank who tendered his resignation in August of the year 2021 for family medical reasons. For these same family medical reasons, Mr. Lonsdale indicated that he was also unable to actively pursue the development of the activities of the Lonsdale Group in the future. Therefore, at this time, GreenBank and Mr. Lonsdale have collectively decided that this exit is in each party’s best interest. GreenBank would like to thank Mr. Lonsdale for his past contributions to the Company and wishes Mr. Lonsdale and his family continued success.
About Green Bank
GreenBank is a next-generation merchant banking company with a flexible, low-cost overhead structure designed to maximize profitability. Greenbank’s management is based in Toronto (Ontario), Dallas (Texas) and London (UK) and is used to working remotely across borders. Our model of remote working, dynamic space and flexible contracts – rather than large fixed costs – makes GreenBank a global merchant bank for the future, both during and after COVID19.
GreenBank is listed on the Canadian Securities Exchange, the Frankfurt Stock Exchange and on OTC markets in the United States. GreenBank invests in undervalued exponential growth companies focused on creating consistent capital appreciation for its shareholders.
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GreenBank Capital is a merchant banking firm listed on the Canadian Securities Exchange, Frankfurt Boers and OTC markets in the United States. GreenBank invests in undervalued exponential growth companies focused on creating consistent capital appreciation for its shareholders. In 2021, it won the Capital Finance Innovation award for the “most innovative investment bank” in Canada.
THE SOURCE: GreenBank Capital Inc.
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