November 5, 2020, Vancouver, British Columbia: NatureBank Asset Management Inc. (the “Company”) (TSX-V: COO, Frankfurt: 9EA) announced today that it has entered into a share purchase and sale agreement (the “Agreement”) dated effective November 2, 2020 between itself as seller and Forest Finest Consulting GMBH (“FFC”), whereby FFC would purchase from the Company the Company’s remaining interest in FFC’s outstanding shares (the “FFC Shares”) in exchange for the payment (the “Share Purchase Price”) to the Company of EURO 197,010.00 (being approximately CAN$295,515 at an exchange rate of CAN$1.50 to EURO 1.00).
The FFC Shares represent approximately 18% of the issued and outstanding shares of FFC.
The terms and condition of the Agreement include that the sale of the FFC Shares is subject to the Company obtaining regulatory approval of the Agreement. The Share Purchase Price is payable to the Company, and the Agreement and sale of the FFC Shares is expected to close within twenty (20) days of obtaining regulatory approval of the Agreement.
The Company previously sold shares (the “Previously Sold Shares”) representing an 82% interest in the issued and outstanding shares of FFC. The closing of that disposition was disclosed in a news release dated February 22, 2019. Consideration for the sale of the Previously Sold Shares was CAN$442,800.
The Agreement is a “related party transaction” as defined under MI 61-101 as FFC and the Company share a director in common, Dirk Walterspacher (the “Non-Arm’s Length Director”). However, the Agreement is exempted from minority shareholder approval requirements given its fair market value is less than 25% of the Company’s market capitalization. The Agreement is exempted from formal valuation requirements under MI 61-101 due to the Company being a venture issuer.
The Non-Arm’s Length Director has abstained from voting on Board of Directors resolutions relating to the approval of the Agreement. No finder’s fees, commissions or other similar fees are payable in connection with the Agreement.
The Agreement is a reviewable disposition under the policies of the TSX Venture Exchange.
It is not expected that the sale of the FFC Shares will materially impact upon the Company’s operations or financial results save and except that receipt of the Share Purchase Price will have a material impact upon the Company’s immediately available working capital.
On Behalf of the Board of Directors,
Phil Cull, CEO
NatureBank Asset Management Inc.
NatureBank specializes in advisory, technology and project investment services applied to sustainable commodities and ecological assets, with a primary focus on carbon. We provide our customers with a multidisciplinary approach to 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 company, Offsetters, we help organizations understand, reduce and offset their climate impact. With offices in Vancouver, British Columbia; and Portland, Oregon; our team has a global reach. We have 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.
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.
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 any proposed transaction or engagement. 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. 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. Furthermore, the Company is presently unable to fully quantify the impact that the Covid-19 pandemic will have on its operations and recognizes that certain eventualities may affect planned or assumed performance moving forward. Negative impacts, such as limitations on our employees’ ability to travel to international project sites or our customer’s inability to perform to expectation as a result of the pandemic may result in outcomes that are different than those currently expected. As such, 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.
For more information regrading the Company, please contact:
NatureBank Asset Management Inc.
Suite 300 – 948 Homer Street,
Vancouver BC, V6B 2W7