Staminier Future Fund loan extension request rejected.
Staminier Limited (in which the Company holds a 48.5% shareholding) has been notified by the Future Fund, administered by the British Business Bank, that is has rejected Staminier’s request to extend the term of its loan from the Future Fund made under the Convertible Loan Agreement (CLA) dated 31 March 2021 beyond its original 3-year term which expired on 31 March 2024. The Future Fund have also stated that they intend to serve a demand for repayment of the total of £11.2m which is now due to them. This figure includes a redemption premium of £5m. GreenBank is currently contemplating whether to serve Staminier with a demand for payment of the £11.194m which is due to the Company under the CLA. If either of these demands is made it seems likely that Staminier will not be able to avoid going into insolvent liquidation. If that does happen then the amount of $418,215 and £2,489,096 which is owed by GreenBank to Staminier in relation to loans made by Staminier to GreenBank will automatically be set off against the £11,194,000 payable by Staminier thus eliminating the debt owed by GreenBank and reducing the amount for which GreenBank can claim from the liquidation of Staminier approximately £4,611,000 Prior to receipt of the notice from the Future Fund, GreenBank was carrying its shareholding in Staminier at a value of zero and the loan owed to it under the CLA at a value of $4,611,347 The Company has now written down the convertible loan due from Staminier to be equal to the amount due to Staminier.
In the light of these developments, it is unclear whether the proposed sale of The Substantia Group will still proceed as announced on November 28h 2023.
Lawsuit
The Company has been served with proceedings claiming US$ $3,205,276.96 initiated in Wyoming which are based on the assertion that Greenbank is liable to certain investors in Freeway Tokens on the basis that it is a controlling seed investor and financial services advisor which invested in and distributed the original tokens underpinning what the claimants assert was “the Freeway scam” and that Greenbank promoted Freeway and allowed its images to be used in pitch books and other marketing materials of Freeway and its “affiliates,”. Staminier invested in Freeway Tokens. GreenBank has never invested in Freeway Tokens or provided any advice to Freeway, distributed its tokens or given permissions for its images to be used in pitch books for Freeway. Richard Beresford, a director of the Company, is also named as a defendant to the proceedings. The Directors believe that the proceedings have no prospect of success against either GreenBank or Richard Beresford and are merely a speculative exercise on the part of the plaintiffs.
Cease Trade Order (CTO)
As announced on the 20 November 2023, the company expected to have delays in the filings of its accounts. The company was issued with a cease trade order by the Ontario and British Columbia Securities Commissions and according to Policy 3 of the Canadian Securities Exchange the Company’s shares were suspended as of 5th December 2023. According to Policy 3, the Company had 90 days to rectify the situation or else be delisted without further notice. The Company filed its accounts and relevant disclosures 92 days after the cease trade order was issued and as such was under automatic. Re-application status with the OSC: the Company has filed and paid all fee’s due to the late filing and the re-application. The Company has got its first batch of information requests from the OSC and it expects to answer all OSC queries during the coming week. The OSC May ask for further clarification or pose other questions prior to the company cease trade order being lifted.
It is important for shareholders to know that the company shares have ONLY been halted because of failure to file the annual accounts before its deadline 28 November 2023.
For further information, please contact:
Vilhjalmur Thor Vilhjalmsson, CEO and Chairman, GreenBank Capital
Tel: +354 8697296
Email: vilhjalmur@jvcapital.co.uk