April 7, 2016, Vancouver, British Columbia: NatureBank Asset Management Inc. (“NB” or the “Company”) (TSX-V: COO) is pleased to announce that wholly owned subsidiary Forest Finest Consulting GmbH (“Forest Finest”) has signed a Purchase Agreement with Forest Carbon Group GmbH (“FCG”) that contemplates the acquisition of certain assets of FCG by Forest Finest. The acquisition grows the Company’s existing European portfolio of voluntary carbon offset clients and offset related revenues.
The Forest Carbon Group was founded in 2009 by Frankfurt based WBZ GmbH (“WBZ”), with the German utility company HEAD Sudhessische Energie AG becoming a majority shareholder shortly after its creation. WBZ re-established 100% ownership of FCG in 2014. The company is headquartered in Frankfurt am Main, Germany and offers clients tailor made solutions for climate neutral products and processes. It helps companies to reduce their own emissions voluntarily or to compensate for them using carbon offsets resulting from reforestation, improved forest management or avoided conversion projects, included REDD (Reduced Emissions from Deforestation and Degradation). NatureBank has been a carbon project development partner and supplier of offsets to FCG since 2010.
Under the terms of the Purchase Agreement, the following assets owned in whole by Forest Carbon Group GmbH would be assigned to or delivered to Forest Finest Consulting GmbH:
- All of FCG’s existing client contracts;
- All rights to the Verified Emission Reductions (VERs) existing on the date of sale, listed in FCG accounts on the Markit Environmental Registry; and
- Movable property and equipment assets as well as books, business documentation, manuals, sales documentation, business correspondence, supplier and customer lists and customer relationship management data necessary to continue business operations.
Upon completion of the Purchase Agreement, Forest Finest, based in Bonn, Germany, will assume all rights and obligations as per existing client contracts related to the supply of carbon offsets and services to FCG clients moving forward. The contracts cover thirteen unique clients and vary in term length between one and three years with a number automatically renewing on a year to year basis. The acquired clients will augment the existing voluntary carbon portfolio of companies of the CO2OL Natural Carbon Collection (“CO2OL”) brand, which is wholly-owned by NatureBank and operated by the Forest Finest team in Europe. CO2OL assists companies with the development and successful implementation of practical and sustainable climate protection strategies, including the use of voluntary carbon offsets.
The purchase price for the FCG assets is € 113,991.34, which has been calculated as follows:
- € 2,500.00 for physical assets;
- € 5,562.76 for brand value and goodwill;
- € 4,983.00 for existing VERs;
- € 100,945.58 for the value of the existing contracts (as determined on a discounted cash flow of contracted sales basis).
NatureBank shall pay the purchase price in the form of common shares of the Company with each share valued at Cdn $0.09 with a conversion rate from Euros to Cdn dollars of $1.48. The resulting purchase price will be 1,874,524 shares of the Company, worth CDN $168,707.16.
The transaction is a non-arm’s length or related party transaction as all of the issued and outstanding shares of FCG are owned by WBZ GmbH, a company owned 50% each by Alexander Zang (a director and controlling shareholder of the Company) and Eduard Weber-Bemnet who is also a director and beneficial 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.
“We are very pleased to welcome Forest Carbon Group’s roster of sustainable clients into the CO2OL portfolio of companies, each of whom promote corporate social responsibility throughout their operations,” commented Dirk Walterspacher, CEO of Forest Finest in Germany. “Our companies have very well aligned visions for providing best in class advisory and carbon reduction strategies to clients in the German voluntary market, and CO2OL will continue to deliver the quality and service expected by FCG’s customers.”
The Purchase Agreement is subject to approval by the TSX Venture Exchange.
James Tansey, Ph.D.
President and CEO
NatureBank Asset Management Inc.
About Forest Finest Consulting GmbH
ForestFinest Consulting is a wholly owned subsidiary of NatureBank, and is a leading consultancy service provider for sustainable land use projects. With a highly qualified core team and a wide network of leading experts, Forest Finest assist companies, impact investors, non-governmental and public organizations in the development, implementation, management and certification of forestry, agroforestry and carbon forestry projects worldwide. As an original subsidiary of the ForestFinance Group, Forest Finest Consulting has a substantial track-record not only in feasibility studies and research, but in real projects, improving the compatibility of economic success and positive social and ecological impacts. For more information, please visit www.forestfinestconsulting.com.
About CO2OL
Corporate climate protection is a process – and CO2OL is your partner, showing you the first steps and a successful strategy. Since 1998, CO2OL has offered concrete solutions and products for an effective realisation of climate protection strategies to companies and individuals. In accordance with the CO2OL principle, we offer a service portfolio ranging from the determination of carbon footprints to carbon reduction and compensation measures to green communication. All of these measures complement each other and are designed to form a comprehensive climate protection strategy. This is a big challenge, but also a great opportunity for the successful future of your company. CO2OL is a wholly owned subsidiary of NatureBank, and operated by the Forest Finest team in Germany. For more information, please visit www.co2ol.de/en/home/.
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 atwww.sedar.com.
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