Toronto, Ontario, August 14, 2017 – GreenBank Capital Inc (CSE: GBC and OTCMKTS: GRNBF) (“GreenBank or the Company”) announces that GreenBank has agreed to acquire 15% of Veterans Financial Group LLC (“Veterans”), a Portsmouth, Ohio, USA based insurance agency providing insurance services to veterans, families and businesses. GreenBank will pay $57,000 for a 15% interest in Veterans, payable $25,000 in cash and $32,000 by the issuance of 32,000 $1 Non-Voting 5% Preference Shares Series C. Closing of the transaction is anticipated to be on or before September 6, 2017.
Veterans is a veterans’ managed insurance agency providing insurance services at competitive rates. Offering to both the veterans community and non-veterans, its range of insurance products includes whole life, term life, universal life, indexed universal life, annuities, final expense, health, and Medicare. Veterans represents many major insurance carriers, and will seek to open branch offices in areas with a high concentration of USA military bases. For more information see www.vfghub.com.
The Chairman of Veterans is David Lonsdale, a director of GreenBank. The Lonsdale Group LLC, which is 10% owned by GreenBank, has agreed at closing to increase its ownership in Veterans to 35%. Upon closing of the transaction, Daniel Wettreich, CEO of GreenBank, will be appointed a board member of Veterans. J. Nicholas Goodwin, currently Managing Director, will be appointed CEO of Veterans.
The participation by David Lonsdale in this transaction is considered to be a related party transaction as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). A special committee established by the board of directors and consisting of an independent director determined that the related party transaction is fair and reasonable in the circumstances to the Company. Neither the Company nor the related party has knowledge of any material information concerning the Company or its securities that has not been generally disclosed. The transaction will not have an effect on the direct or indirect voting interests of the related party. The process of approving the transaction involved the appointment of a special committee, the approval of the transaction by the special committee, the consideration of the transaction by the directors with David Lonsdale disclosing his interest, and the unanimous approval of the transaction by the directors. The special committee was comprised of one director who is independent within the meaning of MI 61-101.There are three directors who are independent within the meaning of MI 61-101. The Company has relied on sections 5.5(b) of MI 61-101 for an exemption from the formal valuation requirement, and section 5.7(a) of MI 61-101 for an exemption from the minority shareholder approval requirements. A material change report in respect of the related party transaction will be filed at least 21 days in advance of the closing of the Agreement.
GreenBank is a merchant banking business listed on the Canadian Securities Exchange (trading symbols CSE:GBC and OTCMKTS:GRNBF), and is included in the CSE Composite Index. GreenBank’s 100% subsidiary GreenBank Financial Inc. is a merchant bank. GreenBank’s investment portfolio includes 10% of The Lonsdale Group LLC, a USA based private equity company focused on small cap investments; 28% of Ubique Minerals Limited, a minerals exploration company with interests in Newfoundland, Canada; and 10% of Reliable Stock Transfer Inc, a Canadian small cap transfer agency. Upon completion of the proposed distribution of its software division, GreenBank will also own 15% of Blockchain Evolution Inc, owners of the world’s first identification based blockchain, and 15% of KYC Technology Inc, owners of a worldwide online 24-hour “Know Your Customer” identification verification process.
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., raising additional capital and the future development of of GreenCoinX. 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 the company 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 the company 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.
The CSE has not reviewed, approved or disapproved the content of this press release