United Rail Inc. (URAL)

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$URAL URAL PROVIDES UPDATE ON 16th CENTURY LEASOWE CASTLE HOTEL ACQUISITION – LEGAL TEAM APPOINTED
Acquisition, Merger, Takeover Announcement | 04/07/2021
URAL PROVIDES UPDATE ON 16th CENTURY LEASOWE CASTLE HOTEL ACQUISITION LEGAL TEAM APPOINTED

GREEN VITALITY INVESTMENT HOLDINGS INC. (FORMER NAME: UNITED RAIL INC. OTCMarkets TICKER: URAL)

LAS VEGAS, NV, APRIL 6, 2021

This is an update to the March 18, 2021 announcement by the Company of its establishment of a UK 100% owned subsidiary, ZAMS HOTELS & HOSPITALITY LTD and the acquisition of the LEASOWE CASTLE HOTEL, LIVERPOOL, UK.

ZAMS HOTELS has signed a Memorandum of Understanding (Head of Terms HOT) to acquire 100% of the share capital in Lawton Hotels Ltd, owner of the 16th century currently four-star Leasowe Castle Hotel set on 5.6 acres of landscaped gardens.

The company has engaged the Liverpool law firm Jackson Lees to act for it in the acquisition. Ms Charlotte Mills will lead the legal team. The law firm is currently undertaking due diligence.

Updated reports will be provided as is appropriate in due course.

ABOUT LEASOWE CASTLE HOTEL

The name 'Leasowe' comes from theAnglo-SaxonLeasowesor 'Meadow Pastures'. Leasowe Castle was originally built in 1593 by Ferdinand, 5th Earl of Derby, second heir to the English throne then held by Queen Elisabeth I. Named "New Hall", it consisted only of an octagonal tower. The door was about six feet above ground level, for security and protection from high tides; the walls were one metre thick.

After the death of Sir Edward, the 11th Earl of Derby (the Castle passed through several members of the family until it became Leasowe Castle Hotel in 1891). It was bought by the trustees of the railway Convalescence Homes in 1910 and except for a short time during the First World War, when it accommodated German prisoners, it was occupied by a Matron, Assistant Matron, Head Gardener, Maintenance Engineer and various catering and domestic staff until to 1970. It again stood derelict as it had some 300 years before; a 20th Century Mock Beggar until in 1982 when it was purchased by a local businessman and restored as one of the finest hotels in Wirral and a conference centre. The Castle is now owned by Lawton Hotels Ltd who have refurbished it in keeping with its great history and character to 4-star level in modern current trends but retaining a lot of the heritage and old-world charm of the castle and it has heritage protection. The hotel is now a popular venue for weddings and other family functions, with around 50 bedrooms.

The Earl was a patron ofShakespeare and the observation platform was used to watch the Wallasey races which took place on the sands in the 16th and 17th centuries, and which are regarded as a forerunner of theDerbyraces. Ferdinando's brotherWilliam, the 6th Earl, was described as a noted sportsman and is remembered as a keen supporter of the Wallasey races.

The castle became disused by 1700, and it became known as "Mockbeggar Hall", a term often used for an ornate but derelict building.The term "Mockbeggar Wharf" is still used for the adjoining foreshore. The "Mockbeggar Hall" is also the name of aWetherspoonspub in neighbouring Moreton.

In 1821 ownership passed to the Cust family. After 1826 the building was used as a hotel for some years. The ceiling of theStar Chamberat thePalace of Westminsterwas brought to the castle in 1836 along with panelling and other furnishings; they had been salvaged from the old Palace of Westminster before the Star Chamber was demolished in an 1806 building project.The Star Chamber was so called because the ceiling was decorated with bright stars. The ceiling and four tapestries depicting the four seasons still remain. Oak panelling from the Star Chamber and some made from the submerged forest along the coast were also installed. However, the oak panels were removed in 1893.

More information about the hotel can be found here:

http://leasowecastle.com/

https://twitter.com/leasowe_castle

ABOUT THE TRANSACTION

The acquisition price by Zams Hotels (a 100% owned subsidiary of the company) is GBP6.3m (USD$8.7M) which is to be funded by takeover of existing mortgage loans and other debt to the value of approx. GBP3.7m (USD$5.1M), and the balance of GBP2.6m (USD$3.6M) approx. as a Debt Note at 8% interest for 6 years payable to the current owner and Seller. No cash payments are required for the acquisition other than operating funds ancillary to the acquisition and cashflow for operations. These funds are expected to be raised via a Private Placement Memorandum currently being prepared by the company.

The Hotel has a significant heritage history and location in Liverpool, England. It has had GBP3m (USD$4.2M) recent upgrade consisting of 47 en-suite rooms. The hotel is immensely popular for events and has a high occupancy achieving annual revenues of over GBP2.2m (USD$3M) and EBITDA of GBP340,000 (USD$470,000).

The projections for operations are expected to be cashflow positive and self-funding to cover all operating costs and interest and capital repayments. The estimated projected NPV is positive at a 20% annual risk rate with an IRR of 14% post tax and allowing for an Enterprise value of GBP9m (USD$12.5M) based on a 20 times NPAT PER. Thus, the acquisition fits within the companys policy as an undervalued asset that will create shareholder wealth of over 50% over its acquisition cost.

Adjoining the Hotel is a separate Lodge also of historic value that is under a purchase option up to 2 years. Together with surplus land of the Castle and the Lodge there is scope subject to city hall approval for additional expansion of hotel and ancillary operations to increase room capacity into all suite apartments, creating further profits and shareholder value increases.

The UK as country location and being the home of our parent company provides significant opportunity for funding grants, Covid business development loans and employment assistance, as well as research and development cash tax relief, benefiting the company product development and reducing some need for shareholder funding, thus enhancing shareholder value.

More information is to be announced on the proposed acquisitions in due course as it is still commercially sensitive to make any further announcement until and if the particular transactions close. Nevertheless, ZAMS HOTELS will proceed to work along its path to fulfil its mission to close the acquisition by end of May 2021.

Further to several MOU announced since early in September 2020, the company will be making announcements of its progress with business operations in due and proper course.

About UNITED RAIL INC


UNITED RAIL INC, (OTC TICKER: URAL) a company incorporated under the laws of State of Nevada, USA, has formally changed its name to GREEN VITALITY INVESTMENT HOLDINGS INC. The company is currently processing the name change via various appropriate and relevant authorities (FINRA, OTC, DTCC etc) and will advise in due course when the name change becomes effective. The company is a subsidiary of UK based Zaja Asset Management Services Limited, is an incubator company engaged in promotion of investments in various business sectors.

For more information about UNITED RAIL INC please visit https://www.otcmarkets.com/stock/URAL/profile

UNITED RAIL INC Forward-Looking Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements include our expectations regarding UNITED RAIL INCs ability to enter into the MOU on terms acceptable to UNITED RAIL INC, if at all, potential benefits to UNITED RAIL INC under the MOU. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things: our ability to negotiate and enter into the MOU on acceptable terms, if at all; our history of operating losses and uncertainty of future profitability; the final outcome of any pending litigation; our ability to implement our growth strategy; anticipated trends in our business; our limited product line and distribution channels; advances in technologies and development of new competitive products; our ability to comply with the OTC continued listing standards; our ability to maintain effective internal control over financial reporting; the impact of the current coronavirus pandemic; and other risk factors detailed in our most recent Annual Report on Form 10-K and other SEC and OTC filings. You are urged to carefully review and consider the disclosures found in our SEC / OTC filings, which are available at http://www.sec.gov or at https://www.otcmarkets.com/stock/URAL/profile.

Investors are urged to consider statements that include the words will, may, could, should, plan, continue, designed, goal, forecast, future, believe, intend, expect, anticipate, estimate, project, and similar expressions, as well as the negatives of those words or other comparable words, to be uncertain forward-looking statements.

You are cautioned not to place undue reliance on any forward-looking statements, any of which could turn out to be incorrect. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. UNITED RAIL INC is not responsible for the contents of third-party websites.


UNITED RAIL INC Media Contacts:
Zac Andrejic
Head of Investor Relations
[e-mail]