April 18, 2016, Vancouver, British Columbia: NatureBank Asset Management Inc. (the “Company”) (TSX-V: COO, Frankfurt:9EA) is pleased to announce that it has closed the second and final tranche of its non-brokered private placement of convertible debentures (the “Debentures”) of the Corporation (the “Debenture Offering”). On November 6, 2015 the Company announced its intention to raise up to $750,000 of convertible debentures (the “Debentures”). A total of $711,575.00 of Debenture subscriptions were received, with $350,000 closing in the second tranche, and a first tranche closing in December of 2015 in the amount of $261,575.
The Debentures issued bear interest at a rate of 6.00% per annum payable semi-annually in arrears. The outstanding principal and interest of each Debenture are convertible at the option of the subscriber, at any time prior to the maturity date, into common shares of the Company at a conversion price of CDN$0.10 per common share. There is a four month Exchange hold period on any conversions into listed shares from the date of issuance of the Debentures which, for those issued in the second tranche, expires on August 14, 2016. The $350,000 worth of Debentures issued in this second tranche have a maturity date that is thirty-six months from the date of issuance. A total of $250,000 of these second tranche Debentures are secured by a security interest granted on a receivable contract that the Company is currently developing. The remainder of the Debentures are unsecured.
A total of $361,575 of the Debentures in the first and second tranche were issued to a related party of the Issuer, WBZ GmbH. As a result, the issuance of these Debentures is a non-arm’s length or related party transaction as all of the issued and outstanding shares of WBZ GmbH are owned by Alexander Zang (a director and controlling shareholder of the Company) and Eduard Weber-Bemnet who is also a director and controlling shareholder of the Company. The transaction is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the fact that the Company is listed only on the TSX Venture Exchange and by virtue of the small fair market value of the acquisition relative to the Company’s market capitalization. The acquisition is not a business combination as that term is defined in MI 61-101. The Company’s Board of Directors, when considering a non-arm’s length or related party transaction, requires the interested parties to fully disclose their interest and to abstain from voting on any such transaction.
“As we endeavour to grow NatureBank’s agro-forestry and carbon portfolio, we are pleased to have the support of both new and existing shareholders in this placement,” commented Dr. James Tansey, CEO of NatureBank. “Closing this placement is an important milestone for 2016, and it provides us the opportunity to advance a number of projects that will add shareholder value moving forward.”
No finder’s fees, commissions or bonuses have been paid in connection with the private placement of the Debentures. The Company is using the proceeds for project development and general working capital purposes.
James Tansey, Ph.D.
President and CEO
NatureBank Asset Management Inc.
About NatureBank Asset Management Inc.
NatureBank is an internationally diversified carbon management and agroforestry solutions company. With offices in Vancouver, British Columbia and Portland Oregon, Bonn Germany and satellite offices in Panama and Vietnam, its team of industry leaders specialize in the origination, development and commercialization of high-quality agroforestry and carbon offset projects, in addition to offering a comprehensive suite of sustainability consultancy services. Through NatureBank advisory services group Offsetters and German based CO2OL, the company helps organizations understand, reduce and offset their climate impact. NatureBank 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. For more information, please visit us at www.NatureBank.com.
For further information, please contact:
David Rokoss
NatureBank Asset Management Inc.
Suite 1000 – 675 West Hastings Street,
Vancouver BC, V6B 1M8
Telephone: 778-945-0951
Email: david.rokoss@NatureBank.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS:
Certain of the statements and information in this news release may constitute “forward-looking information” within the meaning of applicable Canadian provincial securities laws. All statements, other than statements of historical fact, are forward-looking statements. When used in this news release the words “anticipate”, “believes”, “estimates”, “expects”, “intends”, “may”, “project”, “plan”, “should” , “forecast”, “outlook”, “budget”, “anticipated”, “future”, “potential” and similar words and expressions may identify forward-looking statements or information.
The statements in this news release reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, known and unknown, could cause actual results, performance or achievements to be materially different from results, performance or achievements anticipated by management. The Company’s ability to continue as a going concern is dependent upon its ability to maintain profitable operations and/or obtain the necessary financing to repay liabilities and obligations arising from normal business operations and to meet contractual liabilities related to the acquisition of Offsetters and CCC when they come due. The Company has been profitable in the past but has not achieved sustained, long term profitable operations and may require additional working capital and may seek additional financing through equity or debt and/or increased sales revenue and cash flows in order to remain a going concern. There is material uncertainty related to the Company’s ability to secure necessary financing or generate additional sales revenue and cash flows in the amounts required. The Company could be adversely affected by risks and uncertainties as disclosed in the Company’s most recent MD&A filing and financial statements as filed at www.sedar.com.
The Company does not intend, and does not assume any obligation to update any forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information other than as required by applicable securities or other laws.
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.
