GreenBank Capital Inc (CSE:GBC) has said it intends to undertake a non-brokered private placement offering consisting of up to 1 million units at a price of $1.20 each, which, if fully subscribed, will yield gross proceeds of $1.2 million.
Each unit in the offering consists of ten common shares in GreenBank at C$0.12, five common share purchase warrants in GreenBank at an exercise price of C$0.20, and one option to purchase a common share of Ubique Minerals Ltd from GreenBank at a price of C$0.15. The period for exercise of both the GreenBank and Ubique options is 22 months after closing.
The proceeds from the offering are intended primarily to provide working capital to GreenBank and to make investments into two portfolio companies, each of which is at pivotal stages in their respective development.
These businesses are Flex Capital - pioneering the innovative SaaS charity web platform ‘Kiind' - and Ubique Minerals, which is in the process of acquiring their first mine, which was operating until 2020 and is currently in care and maintenance.
READ: GreenBank Capital updates on investment portfolio including Beelivery, TRU-Precious Metals and Queensland Gold Hills Mining
Greenbank said its intention is to accelerate their transformation into income-producing businesses, with the remaining funds from the offering being utilised to provide working capital for the company.
In a statement, Terry Pullen, Greenbank CEO, commented: "The offering is designed to achieve specific and deliverable goals for these portfolio companies, encouraged by the ongoing Strategic Review, which sees the Company reverting to core business fundamentals.
“We plan to consolidate our portfolio further, to channel our focus towards income-producing assets in the near term. We see Ubique Minerals and Flex Capital as demonstrable examples of portfolio companies which will quickly and efficiently turn into such assets."
The closing of the private placement offering is subject to obtaining all required approvals, including from the CSE and any other regulatory approval.
The proceeds of the offering will be used for investment and working capital purposes. All or a portion offering may be subject to finders' fees or commissions of up to 8% cash and 8% broker warrants of the subscribed amount, where applicable, and are being paid in accordance with the policies of the CSE, with each broker warrant granting the holder the right to purchase one unit at the exercise price of C$0.20 for the period of 22 months from the closing date.
The unit shares and warrants issued to purchasers subscribing under the Listed Issuer Financing Exemption are not subject to resale restrictions and are, as such, are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers residing in Canada.
It is anticipated that insiders of the company may participate in the 0ffering.
The securities offered have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
To the extent the securities are offered to persons in the UK, such offer is made under an exemption under Article 1(4) of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.
GreenBank Capital is a business-transformation firm, which aims to nurture early-stage and growth companies to their full potential. Through modern approaches to 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 are based in London and Toronto and work diligently across borders to ensure that businesses in the GreenBank portfolio reach their core objectives.
Contact the author at jon.hopkins@proactiveinvestors.com