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Toronto, Ontario, July 23, 2018 – GreenBank Capital Inc. (CSE: GBC and OTCMKTS: GRNBF and FRA; 2TL) (“GreenBank or the Company”) announces that it has made a formal submission to the TSXV to preclude the directors of Minfocus Exploration Corp (TSXV:MFX) (“Minfocus”) from proceeding with a proposed 1 for 7 share consolidation until the shareholders of Minfocus have had the opportunity to vote on dismissing the current Minfocus directors at the September 7, 2018 Minfocus shareholders meeting.
In GreenBank’s view, the Minfocus directors have entered into a scheme to perpetuate their directorships at the expense of the shareholders of Minfocus. By a press release dated July 11, 2018 the Minfocus directors announced that they would be issuing common shares to an insider and affiliate, Dr. Francis Manns, (“Manns”). Manns was appointed a member of the Advisory Board of Minfocus in January 2018. The July 11 press release states “….To complete the purchase of the New Coral Interest from the vendor, Dr. Francis Manns, P.Geo (ON) (“Manns”), Minfocus is to issue to Manns 7,500,000 common shares (“Coral Shares”) plus 7,500,000 share purchase warrants. Each share purchase warrant shall be exercisable for two years to purchase one common share of Minfocus at an exercise price of $0.05 per share. According to TSXV policy the deemed value of the Coral Shares is $0.05 per share for a total deemed value of $375,000. Upon issuance of the Coral Shares, Manns would become a new Insider of Minfocus holding an 11.6% interest in Minfocus including the Coral Shares. For a period of 6 months following their issuance, the Coral Shares shall be subject to an Anti-Dilution clause whereby the percentage interest they represent shall be maintained the same before and after the closing of any private placement share issuance. Likewise, for a period of 6 months, should Minfocus undertake any consolidation of its common shares, the consolidation of the Coral Shares shall take account of the deemed issuance price of $0.05 per share with a modified ratio of consolidation accordingly (“Consolidation Provision”)…”. Effectively, for a 6 month period only, insider and affiliate Manns can receive a substantial increased amount of common shares of Minfocus should the directors of Minfocus proceed with a share consolidation. The second phase of this scheme is now being implemented by the July 20, 2018 announcement by Minfocus directors of a 1 for 7 share consolidation. Such a share consolidation will trigger the consolidation provision in the agreement with insider and affiliate Manns so as to increase Manns percentage ownership.
Greenbank also believes that the issuance of shares pursuant to the purchase of the New Coral Interest from insider and affiliate Manns, may create a New Control Person, as defined under TSXV Policy, due to the combined effects of the Anti-Dilution clause and the proposed 1 for 7 share consolidation. Accordingly, Greenbank has requested that the TSXV delay approval of the transaction and the share consolidation until completion of the September 7, 2018 meeting of Minfocus shareholders, and/or require Minfocus disinterested shareholder approval.
The Minfocus directors scheme is also intended to further dilute the GreenBank shareholding in Minfocus with the objective of preventing a fair and equitable vote by existing shareholders at the forthcoming Minfocus shareholders meeting. In the opinion of GreenBank, it is reasonable to conclude that there is a written or unwritten agreement that shares issued to insider and affiliate Manns will be voted in support of the existing directors of Minfocus. Accordingly, any share issuance to insider and affiliate Manns is not a commercial transaction, but is part of a scheme to perpetuate the directorships of the existing directors at the expense of the shareholders of Minfocus.
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.