GreenBank Acquires 20% Of Sovereign Exchange International

Toronto, Ontario, January 7, 2014 – GreenBank Capital Inc. (CSE: GBC) (“GreenBank” or “the Company”) announces that it has acquired 20% of Sovereign Exchange International Inc, (“the Exchange”) which operates The Sovereign Exchange and is the issuer of the Sovereign virtual trade currency.

The Exchange will change its name to Sovereign Bitcoin Exchange, to reflect its proposed expansion into the Bitcoin marketplace, where it will facilitate the conversion of physical gold or silver into Bitcoin.

The Exchange provides a marketplace upon which physical silver and gold investors can discover purchasing-power within a business community that extends price discounts for virtual grams of silver, known as Sovereigns. Every Sovereign is 100% secured by investment grade bullion. Sovereigns can be tendered between members or used at any time to claim physical silver or gold. The Sovereign Exchange acts as a clearing-house for the trading activity, earning a commission on each transaction, and provides a ‘window’ for members to deposit or withdraw their bullion.

The Exchange will undergo an extensive re-branding so as to explain to the hard-money and cryptocurrency communities that positions can be taken in silver, gold or Bitcoin by exchanging either Sovereigns or Bitcoins in the online marketplace at agreed upon values. For the bullion investor the Exchange will provide a mechanism to seamlessly convert physical silver or gold into Bitcoin, and for the Bitcoin investor an opportunity to find a position in a silver-anchored virtual currency, which can be used to take delivery of physical bullion, or tendered with more than 350,000 members of the commercial trade or barter exchange community across North America. The Exchange will provide a Bitcoin-to-Sovereign exchange rate so that members will have a baseline for price discovery and transactions. With the current Bitcoin exchange-rate at approximately $950 the exchange rate for one Bitcoin would be approximately 1375 Sovereigns, Capital Inc or for one Sovereign approximately 0.0005018 BTC. The Sovereign exchange rate is currently $0.69.

The acquisition was made by GreenBank’s subsidiary Bitcoin Angel Capital (“Bitcoin Angel”) which issued 100,000 Bitcoin Angel $1 Convertible Debentures Series B to acquire 20% of the issued and outstanding common shares of the Exchange from Steven Merrill, the founder and President of the Exchange. The Debentures are secured on the 20% investment in the Exchange and will convert on or before December 31, 2015 into 400,000 common shares of Bitcoin Angel simultaneous with the listing of Bitcoin Angel on the CSE.

“We are delighted to be associated with GreenBank and Bitcoin Angel as we move our unique Exchange into the Bitcoin space. Since personally taking a significant position in Bitcoin in February 2013 and then helping many Exchange members and shareholders do the same, we have received numerous inquiries from hard-money investors looking to make the same transaction. The new expanded Exchange can facilitate these transactions without the silver or gold bullion ever entering the public domain. A conversion to fiat money is not required, and the commissions are paid in Sovereigns, not in cash.” said Steven Merrill.

Over the next few weeks the renamed Sovereign Bitcoin Exchange intends to implement enhancements to the Exchange website at www.sovereignize.net and establish more depots across Canada for bullion investors to move their coins or bars into Exchange Treasury, making it easier and faster to charge their Sovereign accounts and bid for Bitcoin.

“This is the first angel investment made by Bitcoin Angel, and we are excited to be participating in the growth and development of the new Sovereign Bitcoin Exchange and the silver-backed Sovereign” said Danny Wettreich, CEO of GreenBank, who has been appointed a director and Chairman of the Exchange.

Steven Merrill is a pioneer in commercial exchange trading platforms. A native of Northern Alberta he was part of the original sales team with the Vancouver based start-up Mutual Exchange Canada until 1997. He then operated under a license agreement with The International Trade Exchange (ITEX) before launching his own exchange, The New Market Trade Network, in 2003. After selling the business in 2010 Merrill launched The Sovereign Exchange in 2012 with the help of eleven investors and approximately 10,000 ounces of physical silver. Merrill admits to being a “bug” who fell in love with “the silver story” in 2003, and who thereafter sold all of his real estate to take-up a larger position in the precious metals. Merrill will continue to lead the Exchange as President and majority owner.

The two subsidiaries of GreenBank, Bitcoin Angel which invests in early stage Bitcoin and other cryptocurrency focused companies, and Bitcoin Canada which will invest in Bitcoin, are currently making a private placement to accredited investors of up to $5,000,000 Convertible Secured Debentures. GreenBank believes this will represent a convenient way for investors to gain exposure to a diversified portfolio of Bitcoin and early stage Bitcoin companies.

About GreenBank

GreenBank is a corporate finance investment business focusing on investing in Canadian small cap companies. GreenBank has launched two subsidiaries to invest in Bitcoin and Bitcoin startups, and is the first public company making Bitcoin investments. GreenBank also facilitates listing private companies on the Canadian Securities Exchange or CSE (formerly the CNSX), and arranges mergers and acquisitions, and private equity transactions.

For more information please see www.GreenBankCapitalinc.com or contact Danny Wettreich at (647) 931 9768 or dw@GreenBankCapitalinc.com.

Forward-Looking Information: This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business and trading in the common stock of GreenBank Capital Inc. The forward-looking information is based on certain key expectations and assumptions made by the company’s management. Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the company can give no assurance that they will prove to be correct. These forward-looking statements are made as of the date of this press release and the company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

The CSE has not reviewed, approved or disapproved the content of this press release.

Winston To Spin Off GreenBank Capital

 

Toronto, Ontario, February 8, 2013 – Winston Resources Inc. (CNSX: WRW) (“Winston”) is pleased to announce that its board of directors has unanimously approved a proposal to spin off to its shareholders 100% of its holdings of its wholly-owned subsidiary, GreenBank Capital Inc (“GreenBank”). Following the spin-off, GreenBank will apply for listing of its common shares on the CNSX.

GreenBank is a newly formed corporate finance investment business focusing on investing in Canadian small cap publicly listed companies. Based on the model of a London merchant bank, GreenBank. will take equity positions in its clients and will participate in client company decisions via board of directors positions. GreenBank will facilitate mergers and acquisitions, often participating with equity in the transactions as appropriate.

On February 8, 2013 GreenBank. agreed to acquire an investment portfolio from Winston payable by the issuance of 25,710,000 common shares of GreenBank. at a deemed price of $0.10 per GreenBank share. The investments comprise of 13,460,000 common shares being 49% of Zara Resources Inc (CNSX: ZRI) (“Zara”) and 12,250,000 common shares being 49% of Hadley Mining Inc (CNSX: HM) (“Hadley”). Zara is a Toronto based mineral company developing its Pigeon River and Riverbank nickel-copper projects, in Ontario, Canada. On February 1, 2013 Zara signed a Letter of Intent to acquire the Forge Lake Gold Project in Ontario for $583,010. For more information please see Zara’s website at www.ZaraResourceslnc.com . Hadley is a Toronto based mineral company primarily focused on developing its 100% owned Etamame Nickel project, in Northwestern Ontario, Canada For more information please see www.HadleyMining.com . As a result of the spin-off, GreenBank, Zara and Hadley will cease to be subsidiaries of Winston.

The spin-off will be transacted by way of a statutory plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia). Pursuant to the terms of the Plan of Arrangement, Winston will distribute 100% of the outstanding 25,710,000 common shares of GreenBank. to holders of common shares of Winston such that each Winston shareholder of record on the effective date of the Plan of Arrangement will receive 1 common share in the capital of GreenBank. for every 2.562 common shares in the capital of Winston.

A special meeting (“Meeting”) of Winston shareholders will be held on April 15,2013 at which the shareholders will be asked to vote on a special resolution approving the Plan of Arrangement. The record date for determining shareholders entitled to receive notice of and vote at the Meeting, is March 5, 2013. If approved, the spin-off would be completed shortly thereafter, subject to the receipt of all necessary approvals. A further press release will be issued by the Company when the exact effective date is known. The spin-off is subject to numerous conditions including shareholder and court approval, and completion of all regulatory filings.

Danny Wettreich, the CEO of Winston and also the CEO of GreenBank, said “This spin-off will provide our shareholders with the opportunity of participating in an exciting new venture, while at the same time simplifying the corporate structure of Winston.”

About Winston Resources

Winston is a Toronto based mineral company primarily focused on developing it’s 100% owned Elmtree Gold Project in New Brunswick, Canada, as well as the acquisition and development of other Canadian natural resource properties. Winston also owns a majority interest in Hadley Mining Inc (CNSX: HM) and Zara Resources Inc (CNSX: ZRI).

For more information please see www.WinstonResourcesInc.com or contact Danny Wettreich at (416) 628-9879 or dw@WinstonResourcesInc.com

Forward-Looking Information: This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business and trading in the common stock of Winston Resources Inc. The forward-looking information is based on certain key expectations and assumptions made by the company’s management. Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the company can give no assurance that they will prove to be correct. These forward-looking statements are made as of the date of this press release and the company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

The CNSX has not reviewed, approved or disapproved the content of this press release.