February 22, 2019, Vancouver, British Columbia: NatureBank Asset Management Inc. (“NatureBank” or the “Company”) (TSX-V: COO, Frankfurt: 9EA) is pleased to announce conditional approval from the TSX Venture Exchange for the completion of the sale of certain Forest Finest Consulting GMBH (“FFC”) assets, as previously announced by press release on March 28, 2018. Under the terms of the proposed transaction, the Company will sell 82% of the issued and outstanding shares of NatureBank’s wholly owned subsidiary Forest Finest Consulting GMBH to certain purchasers, including Dirk Walterspacher (“DW”), the Managing Director (Geschäftsführer) of FFC (the “Purchasers”). Under the terms of the transaction, the Purchasers will acquire an 82% interest in FFC for a total purchase price of $442,800. In addition, the Purchasers will assume indebtedness of FCC to the Company in the amount of $250,000. NatureBank will retain an 18% interest in FCC.
The conditional approval from the TSX Venture Exchange is subject, to among other things, the Company receiving minority shareholder approval. The transaction will be proposed to the shareholders of the Company for approval at the Company’s next annual general meeting of the shareholders. The board of directors of the Company appointed an independent committee to review, negotiate and provide a recommendation with respect to the proposed transaction, and the recommendation from the committee was to proceed with the transaction as contemplated, and recommends the shareholders of the Company vote in favour of the transaction. As Dirk Walterspacher is the Managing Director of FFC, and Mr. Walterspacher was a board member at the time of the proposed transaction, the transaction is considered a “related party transaction”. As such, the transaction requires minority approval of the shareholders of the Company pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions and Policy 5.9 of the TSX Venture Exchange – Protection of Minority Security Holders in Special Transactions. Additional details will be provided in the information circular to be mailed to shareholders in connection with the meeting.
About Forest Finest Consulting GMBH
Forest Finest Consulting GmbH is a leading consultancy service provider for sustainable land use projects in tropical, subtropical and arid regions. With a highly qualified core team and a wide network of leading experts, Forest Finest Consulting supports land use investors, project owners and development organizations in the successful development, management and certification of forestry, agroforestry and carbon forestry projects worldwide. CO2OL is a business unit of Forest Finest Consulting GmbH and a consultancy for sustainable global value chains and carbon offsetting.
As noted above this transaction remains subject to a number of conditions and there can be no assurances that the proposed transaction will be completed as proposed or at all.
About NatureBank
NatureBank specializes in advisory, technology and project investment services applied to sustainable commodities and ecological assets, with a primary focus on cocoa, timber and carbon. We provide our customers with a multidisciplinary approach to investing, managing risk, enhancing asset performance and securing commercial returns. While managing climate change risk, we improve livelihoods and sustainability in project regions. Through our advisory services team and our subsidiary companies, Offsetters and CO2OL, we help organizations understand, reduce and offset their climate impact. With offices in Vancouver, British Columbia; Portland, Oregon; Zurich, Switzerland and Bonn, Germany, our team has a global reach. Our team has worked with over 200 leading business organizations including Aimia, Vancity, lululemon athletica, Catalyst Paper, Harbour Air, HSE – Entega, and Shell Canada Limited. NatureBank is publicly listed company on the Toronto Venture Exchange (TSX-V:COO) and in Frankfurt:9EA. Please visit us at www.NatureBank.com.
Forward Looking Statements
This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include statements regarding the anticipated terms of proposed transaction. Information and statements which are not purely historical fact are forward-looking statements. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including the risks that required approvals will not be obtained or that other conditions to completion of the transaction will not be satisfied or waived and that the transaction will not close on the terms as anticipated by management of the Company or at all. The assumptions on which the forward looking statements contained herein rely include that required approvals will be obtained and the other conditions to completion of the transaction will be satisfied and the transaction will close on the expected terms. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.
David Rokoss
NatureBank Asset Management Inc.
Suite 300 – 948 Homer Street,
Vancouver BC, V6B 2W7
Telephone: 604-760-1997
Email: david.rokoss@NatureBank.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this Release.
