GreenBank Makes Further TSXV Submission to Prevent Huge Issuance of Minfocus Shares
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Toronto, Ontario (FSCwire) - GreenBank Capital Inc. (CSE: GBC and OTCMKTS: GRNBF and FRA; 2TL) ("GreenBank or the Company") announces that it has made a further formal submission to the TSXV to in relation to the latest attempt of the directors of Minfocus Exploration Corp (TSXV:MFX) (“Minfocus”) to advance their scheme to perpetuate their directorships at the expense of the shareholders of Minfocus.
Incredibly, the Minfocus directors have now increased the amount of shares they intend to pay insider and affiliate Francis Manns (“Manns”) for Manns interest in the New Coral project, from 7,500,000 common shares to 50,260,000 common shares (pre proposed consolidation). In addition, the warrants have also been increased from 7,500,000 to 50,260,000. On a fully diluted basis this new proposal increases the Minfocus share capital from 76,920,000 shares to 177,440,000, an increase of 131% ! The transaction will result in the creation of a New Control Person which requires disinterested shareholder approval. Further, the intended New Coral issuance of shares to Mann is part of a series of transactions involving an acquisition and securities issuance by Minfocus that is likely to result in a Reverse Takeover, which also requires shareholder approval.
This proposed acquisition from Mann is not a commercial transaction. If Minfocus does not spend another $550,000 in exploration expenditures on the New Coral project by September 30, 2018 then Minfocus will have defaulted under the New Coral option agreement and the New Coral property would revert back to the option holders, with Minfocus only retaining their existing 20% interest. As Minfocus has no cash, it is unable to meet its option commitments, and will likely default. Therefore spending a deemed $394,5000 to acquire a further New Coral interest from Mann which almost immediately becomes worthless is irresponsible, not commercial, and may possibly be a breach of fiduciary duty. GreenBank believes that this transaction is just another part of the directors scheme to retain their positions by inappropriately issuing a huge amount of shares to Minfocus Advisory Board member Mann.
In addition, the Minfocus directors have proposed a private placement of 70,000,000 Units of a mixture of non-flow through and flow through shares and warrants at a price of $0.007857 and $0.00857 respectively (pre proposed consolidation). This alone is a 91% increase in issued share capital.
The Minfocus directors continue to make a series of irresponsible transactions that have no commercial basis, and infringe TSXV Policies. In Greenbanks’s view, it is clear that Minfocus’ directors are acting in concert with Mann to effect a change of control of Minfocus to their benefit and to the detriment of the present Minfocus shareholders. The combination of the intended issuance of shares for the purchase of the New Coral Interest from insider and affiliate Manns, together with the effects of the Anti-Dilution clause and proposed 1 for 7 share consolidation as described previously, will create a New Control Person, as defined under TSXV Policy. Accordingly, Greenbank has requested that the TSXV delay approval of these series of transactions until completion of the September 7, 2018 meeting of Minfocus shareholders, and/or require Minfocus disinterested shareholder approval. GreenBank has also requested that the TSXV should not permit any share issuances until the Minfocus shareholders have voted at the September 7, 2018 Minfocus shareholder meeting.
GreenBank is aware that the former CEO of Minfocus, Gerald Harper, has filed a Shareholders Requisition and nominated three new directors to replace all the current directors of Minfocus. GreenBank intends to support the slate of directors nominated by Gerald Harper, and GreenBank will vote for these nominees at the Minfocus shareholders meeting.
GreenBank is a merchant banking business listed on the Canadian Securities Exchange (trading symbols CSE: GBC and OTCMKTS: GRNBF and FRA: 2TL), and is included in the CSE Composite Index. GreenBank’s 100% subsidiary GreenBank Financial Inc. is a merchant bank. GreenBank’s portfolio companies comprise equity investments in 16 small cap businesses, namely; 52% of Blockchain Evolution Inc, owners of the world’s first identification based blockchain, and developers of Xbook a user permissioned and revenue sharing social media platform; 10% of The Lonsdale Group LLC, a USA based private equity company focused on small cap investments; 25% of Ubique Minerals Limited, a zinc exploration company in Newfoundland, Canada; 10% of Reliable Stock Transfer Inc, a Canadian small cap transfer agency; 14% of Slabdeck
Technology Inc, developers of a search mobile application; 12% of KYC Technology Inc, owners of a worldwide online 24-hour “Know Your Customer” identification verification process; 19% of Inside Bay Street Corporation, a financial news communications company; 27% of Buchans Wileys Exploration Inc, a minerals exploration company with interests in Newfoundland, Canada; 100% of Medik Blockchain Inc, providing blockchain based medical confidentiality systems to the healthcare community; 100% of North America Veterans Insurance Services Inc, an insurance agency holding company; 19% of Kabaddi Games Inc, developers of a mobile application game based on the sport of Kabaddi; 19.62% of Minfocus Exploration Corp (TSXV: MFX), a mineral exploration company; 19.9% of Gander Exploration, a minerals exploration company in Newfoundland, Canada; 100% of Cannabis Blockchain Inc, developers of a digital information management system for the cannabis industry; 100% of Expatriate Assistance Services Inc, providing relocation services to expatriates; and 50% of GBC Grand Exploration Inc, a minerals exploration company in Newfoundland, Canada.
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 raising of additional capital and the future development of the businesses comprising GreenBank’s investment portfolio. 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 GreenBank 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 GreenBank 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.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Source: GreenBank Capital Inc. (CSE:GBC, OTC Pink:GRNBF, FWB:2TL)
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