Chairman’s Year-End Update

Rhea-AI Summary

GreenBank Capital (CSE:GBC)(OTC PINK:GRNBF)(FRA:2TL) has faced significant market cap reduction in 2023, with share price down 93.22% compared to the CSE composite index. Despite this, its underlying assets like Beelivery and Codikoat have shown progress. The company has also undergone a corporate restructuring and acquired the Suni Iron Project in Ontario. However, a cease trade order has been issued, and the company is facing delays in filing financial statements. Legal fees and unfounded allegations have added to the financial strain. Staminier, a company in which GreenBank holds 48.5% equity ownership, has agreed to sell the Substantia Group back to its previous owners, aiming to hold liquid assets instead of operating assets. GreenBank has also secured a strategic loan acquisition, providing a stronger position to protect its investment in Staminier.

Positive

• None.

Negative

• Significant reduction in market cap
• Cease trade order and suspension of shares
• Delays in filing financial statements
• Legal fees and unfounded allegations causing financial strain

TORONTO, ON / ACCESSWIRE / December 19, 2023 / GreenBank Capital (CSE:GBC)(OTC PINK:GRNBF)(FRA:2TL) ("GreenBank" or the "Company") is pleased to give its shareholders a year- end review and update on its operations during 2023.

Current Status

2023 has been very challenging for the markets overall, and GreenBank is no exception with a significant reduction in its market cap. Below is a graph comparing Greenbank's share performance to the CSE composite index, which indicates the extent to which our share price has more or less correlated with the market generally over the past 2 years. The CSE index is down 73.66% and GBC 93.22% over the 28-month period from September 2021 until 17^th December 2023. It is important to understand this when looking at the overall performance of Greenbank's shares.

Figure 1: comparison of the CSECOMP index and GBC share performance from September 2021 to 17 December 2023

Despite the poor share price performance, some of Greenbank's underlying assets have been making progress during this period. Beelivery has been one of the few, if not the only, company amongst its peers in the UK, to make a profit. Codikoat has made significant progress and raised further funds at almost twice the original valuation at which GreenBank invested. Flex Capital (Kiind) is expected to be ready to launch its debut product during 2024. Staminier is in a midst of a corporate restructuring, and we are expecting to see the result of that work in the coming year. Ubique Minerals, although having suffered significant setbacks in its ambitions in Namibia in relation to the acquisition of an operating mine, has kept a steady progress at its Daniels Harbour project and is working at progressing its Namibian investee company Resource Five Hundred. The Company expects steady news flow from Ubique during the next 12 months.

In late August I took over as CEO and Chairman from Terry Pullen following a revisiting of the overall company strategy. Since then, we have acquired the Suni Iron Project in Ontario, and we are actively working toward the funding of the next stages of that and considering how that will be structured within the group of GreenBank investments. The Company expects to look at various ways to monetise its investment in the project and we are currently in discussion with the management team and potential funders with a view to taking this exciting project forward.

Cease Trade Order (CTO)

As announced on the 20 November 2023, the Company expected to have delays in the filings of its financial statements. A cease trade order (the "CTO") was issued by the Ontario and British Columbia Securities Commissions in respect of the Company's securities, and pursuant to Policy 3 of the Canadian Securities Exchange, the Company's shares have been suspended as of December 5, 2023. According to Policy 3 the company has 90 days to rectify the situation or else be delisted without further notice.

It is important for shareholders to know that the CTO and CSE suspension are due ONLY to the failure to file the annual accounts before November 28, 2023, filing deadline. The Company expects to file its financial statements and related management discussion and analysis before the end of January 2024.

Funding

As announced on the November 15, 2023, the Company announced an offering to raise up-to C$1.25m and to convert approximately C$700,000 in debt. This is a part of the Company's strategy to reduce, as far as is sensible, the debts within the Company. Due to the cease trade order, these transactions have been postponed until such time as the CTO has been revoked.

The Company might consider selling some of its investments to generate funds if it finds that appropriate and needed.

The Company has been faced with legal fees and additional management time in relation to the actions of certain shareholders and the making of unfounded allegations over the last few months. The Company and the directors are looking to see if there might be grounds for legal action against that certain shareholder for libel and misuse of the Company's data to recoup some of those costs.

Staminier (GreenBank holds 48.5% equity ownership in Staminier)

As announced on November 15, 2023, Staminier has informed the Company that is has agreed in principle to sell the Substantia Group Limited back to its previous owners. GreenBank is supportive of this decision for the following reasons:

• Staminier would hold liquid assets (GreenBank and Ubique shares) in lieu of operating assets (the Substantia Group).
• GreenBank believes there is upside potential in the liquid assets in the relatively short term.
• The Substantia Group has not performed in accordance with expectations.
• This will effectively again make Staminier a holding company only.
• The transaction could ease future discussions and implementation of the strategy involving the Future Fund.

Staminier awaits a response from the Future Fund to its previously announced request for the extension to the term of the Convertible Loan Agreement (CLA).

As per the press release August 3, 2022, GreenBank took an assignment of C$8.53m of the amounts owing under the CLA in exchange for the issue of 20.7m Greenbank common shares to Presthurst Limited, the vendor of the loan. As disclosed in the August 3, 2022 news release, the acquisition of the loan was a related party transaction for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, but one that was exempt from valuation and minority shareholder approval requirements. The loan acquisition was a very strategic move and puts GreenBank in a much stronger position to protect the value of its investment in Staminier, as it gave Greenbank rights under the CLA with regards to the conversion of the CLA (and in certain circumstances Greenbank may force a conversion). Regardless of whether the CLA loans are converted or repaid, or in extremis, if Staminier were to be wound-up, GreenBank will have security ranking behind only the Future Fund. Consequently, the CLA puts Greenbank in a much stronger position to recover its current investment in Staminier and to realize upon any gains in Staminier than was the case when Greenbank was simply a shareholder of Staminier.

NARC, a Staminier investee, is now in the process of raising funds at a price of €260 (or C$379) per share, which is just under 4x times the price per share at which Staminier initially invested. At that price Staminier's 11,488 shares in NARC would have a valuation of C$4.35m. NARC Management has also reported to Staminier and GreenBank management that they are continuing to make pleasing progress in the development of NARC's mass multiplayer on-line role-playing game, Beyond Ever After.

GreenBank has agreed with the NARC management team that it will have the opportunity to take part in the ongoing NARC placement, which GreenBank will consider.

For further information, please contact:

Vilhjalmur Thor Vilhjalmsson, CEO and Chairman, GreenBank Capital
Tel: +354 8697296
Email: vilhjalmur@jvcapital.co.uk

About GreenBank

GreenBank is a business-transformation firm, which aims to nurture early stage and growth companies to their full potential. Through modern approaches to the provisions of consultancy services, GreenBank takes a stake in companies it hopes to nurture and gives the opportunity to the founders and executives of those companies to benefit from the years of collective experience of the GreenBank management team.

The team is based in Reykjavík, London and Toronto and works diligently across borders to ensure that businesses in the GreenBank portfolio reach their core objectives. The businesses the Company typically works with are start-ups or early-stage and include mining and mineral exploration companies. From this emergent state, GreenBank aims to quickly implement strong business practices by, where possible and required, deploying operations, communications, data strategy and financial expertise.

Whether a business desires to become a successful private company, list publicly, or is seeking a profitable exit, GreenBank tries to add value at every stage as a strategic partner. GreenBank is listed on the Canadian Securities Exchange, under the symbol "GBC", and on the OTC markets (OTC PINK:GRNBF) as well as the Frankfurt Boerse (FRA:2TL).

Forward Looking Information

This news release contains statements that include "forward looking information" as defined in applicable Canadian securities laws, including, but not limited to, statements with respect to GreenBank's investment strategy. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of GreenBank to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could affect the outcome include, among others: challenges in identifying and concluding investment transactions with attractive companies on favourable terms, or at all, future prices and the supply of metals; the results of drilling; inability to raise the money necessary to conclude investment transactions with third-party companies or to incur the expenditures required to retain and advance the Suni project, environmental liabilities (known and unknown); general business, economic, competitive, political and social uncertainties; accidents, labour disputes and other risks inherent in business, such as; political instability, terrorism, insurrection or war; delays in obtaining governmental approvals; or failure to obtain regulatory approvals. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, refer to GreenBank's filings with Canadian securities regulators available on SEDAR+ at www.sedarplus.ca.

Although GreenBank has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this news release and GreenBank disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.

SOURCE: GreenBank Capital Inc.

View the original press release on accesswire.com

FAQ

What is the current share price performance of GreenBank Capital (CSE:GBC)?

GreenBank's share price has shown a 93.22% decline compared to the CSE composite index.

What are the recent developments in GreenBank's underlying assets?

Beelivery and Codikoat have shown progress, while Flex Capital (Kiind) and Staminier are undergoing corporate restructuring.

What challenges is GreenBank facing?

The company is dealing with a cease trade order, delays in financial statement filings, and legal fees due to unfounded allegations.

What strategic move has GreenBank made to protect its investment in Staminier?

GreenBank has secured a strategic loan acquisition, providing a stronger position to protect its investment in Staminier.

What is the current ownership percentage of GreenBank in Staminier?

GreenBank holds 48.5% equity ownership in Staminier.

What is the CEO's contact information for GreenBank Capital?

Vilhjalmur Thor Vilhjalmsson, CEO and Chairman, GreenBank Capital. Tel: +354 8697296, Email: vilhjalmur@jvcapital.co.uk