Toronto, Ontario, March 27, 2014 – GreenBank Capital Inc. (CSE: GBC) (“GreenBank” or “the Company”), announces that further to its press release dated March 17, 2014 it has today filed on SEDAR a Material Change Report containing additional disclosure with regard to its proposed Bitcoin investments. Such additional disclosure includes, amongst other things, further risk factors regarding Bitcoin and copies of the Company’s original Bitcoin marketing materials, investor presentation, and the original Bitcoin Debenture private placement documents. The Material Change Report is remedying a previous non-filing.
The Company has previously announced its intention to make Bitcoin related investments through its subsidiaries Bitcoin Canada Investments Inc. (“Bitcoin Canada”) exclusively investing in Bitcoin, and Bitcoin Angel Capital Inc. (“Bitcoin Angel”) investing in early stage Bitcoin and other cryptocurrency companies. Following discussions with the Ontario Securities Commission (“OSC”), the Company has now determined that the proposed business of Bitcoin
Canada would likely require registration of Bitcoin Canada as an investment fund manager. The Company believes that at present such registration would not be in the interests of the Company and has therefore decided that the proposed business of Bitcoin Canada will not proceed. Accordingly, the proposed Debenture private placement of Bitcoin Canada will not now take place.
Securities regulatory authorities in Canada, including the OSC, have yet to determine the impact of an investment product that invests in Bitcoin or other cryptocurrencies, including whether or not Bitcoin and other cryptocurrencies constitute a suitable asset class for retail investors. The Company or its subsidiaries will not invest directly in Bitcoin or in any other cryptocurrencies.
The business of Bitcoin Angel is intended to be investing in early stage Bitcoin and other cryptocurrency focused companies. The Company intends that Bitcoin Angel will comply with all regulatory guidelines with respect to making investments in such early stage businesses. Due to the current uncertain regulatory framework and presently evolving regulatory guidelines, the Company will continue discussions with the OSC and other regulators to establish more clarity with respect to the regulations under which Bitcoin Angel will be operating under.
In the opinion of management, prior to implementation of its business plan Bitcoin Angel would benefit from a greater understanding of the Bitcoin regulatory framework that might impact its operations. In that regard a delay of approximately three months is anticipated. The proposed private placement of Bitcoin Angel Debentures will now be delayed accordingly. As previously disclosed it is the intention of the Company to spin off in due course Bitcoin Angel to the Company’s shareholders by way of a plan of arrangement. Such a plan of arrangement is intended to occur on or before December 2015. The terms and timing of such a plan of arrangement have not yet been determined. Any plan of arrangement would require approval from the Company’s shareholders and the Supreme Court of British Columbia. If appropriate approvals were obtained, Bitcoin Angel plans to be listed on the CSE however Bitcoin Angel has
not applied to list its securities on the CSE. Any future application by Bitcoin Angel to list the securities of Bitcoin Angel on the CSE will be subject to the approval of the CSE, and there is no assurance that the CSE will approve such application for listing.
GreenBank is a corporate finance investment business focusing on investing in Canadian small cap companies. GreenBank is the first public company seeking to make Bitcoin investments. For more information please see www.GreenBankCapitalinc.com or contact Danny Wettreich at (647) 931 9768 or dw@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 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.