Gouverneur Bancorp, Inc. Announces Adoption of Plan of Conversion and Reorganization

GOUVERNEUR, N.Y., May 22, 2023 (GLOBE NEWSWIRE) — Gouverneur Bancorp, Inc. (the “Company”) (OTC Pink: GOVB), a majority owned subsidiary of Cambray Mutual Holding Company (the “MHC”) and the parent company for Gouverneur Savings and Loan Association (the “Bank”), announced today that its Board of Directors, together with the Board of Directors of the MHC and the Bank, have unanimously adopted a Plan of Conversion and Reorganization (the “Plan of Conversion”).

Pursuant to the Plan of Conversion, the MHC will sell its majority ownership in the Company to the public and the Bank, which is currently in the mutual holding company structure, will reorganize to a fully public stock holding company in a transaction commonly referred to as a “second step” conversion.

As part of the second step conversion, the Bank will become a wholly owned subsidiary of a new holding company to be formed in connection with the transaction. Shares of common stock of the Company held by persons other than the MHC, which currently represent approximately 35.5% of the Company’s outstanding shares of common stock, will be converted into shares of common stock of the new holding company pursuant to an exchange ratio intended to preserve the percentage ownership interests of such persons. Shares of common stock of the Company held by the MHC, which currently represent approximately 64.5% of the Company’s outstanding shares of common stock, will be cancelled in connection with the transaction. In the stock offering, depositors of the Bank with qualifying deposits as of September 30, 2021 will have first priority non-transferable subscription rights to subscribe for shares of common stock of the new holding company. The total number of shares of common stock of the new holding company to be issued in the proposed stock offering will be based on the aggregate pro forma market value of the common stock of the Company, as determined by an independent appraisal.

The second step conversion will be subject to approval by the depositors and certain borrowers of the Bank, by the Company’s shareholders (including the approval of a majority of the shares held by persons other than the MHC) and by the Board of Governors of the Federal Reserve System and the New York State Department of Financial Services.

A prospectus or proxy statement/prospectus, as applicable, and other proxy materials containing detailed information relating to the Plan of Conversion, details of the offering, and business and financial information about the Company will be sent to stockholders of the Company and eligible customers of the Bank following regulatory approval, which we currently anticipate will be in the third calendar quarter of 2023.

Kilpatrick Townsend & Stockton LLP is serving as legal counsel to the MHC, the Company and the Bank. Keefe, Bruyette & Woods, Inc., a Stifel Company, will act as marketing agent for the stock offering that will be conducted by the new holding company to be formed in connection with the transaction.

About Gouverneur Bancorp, Inc.

Gouverneur Bancorp, Inc. (OTC Pink: GOVB) is the holding company for Gouverneur Savings and Loan Association, which is a New York chartered savings and loan association founded in 1892 that offers deposit and loan services for businesses, families and individuals. At March 31, 2023, the Company had total assets of $205.2 million, total deposits of $165.9 million and total stockholders’ equity of $26.3 million.

Forward-Looking Statements

This press release may contain forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Such forward-looking statements and all other statements that are not historic facts are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. These factors include, among others, the following: the ability to successfully integrate acquired entities, such as Citizens Bank of Cape Vincent, which we acquired on September 16, 2022, and realize expected cost savings associated with completed mergers and acquisitions; changes in interest rates; national and regional economic conditions; legislative and regulatory changes; monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board; the size, quality and composition of the loan or investment portfolios; demand for loan products; deposit flows and our ability to effectively manage liquidity; competition; demand for financial services in our market area; changes in real estate market values in our market area; and changes in relevant accounting principles and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.   Should one or more of these risks materialize, actual results may vary from those anticipated, estimated or projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as may be required by applicable law or regulation, the Company assumes no obligation to update any forward-looking statements.

This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the prospectus when accompanied by a stock order form. The shares of common stock of the Company are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

CONTACT:
Charles C. Van Vleet, Jr.
President and Chief Executive Officer
PHONE: (315) 287-2600