GREENBANK COMMENTS ON FLAWED MINFOCUS MANAGEMENT CIRCULAR
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Toronto, Ontario, August 29, 2018 – GreenBank Capital Inc. (CSE: GBC and OTCMKTS: GRNBF and FRA; 2TL) ("GreenBank or the Company") notes that the directors of Minfocus Exploration Corp (TSXV:MFX) (“Minfocus”) have distributed their Management Information Circular (“Circular”) to Minfocus shareholders for the shareholders meeting to be held on September 17, 2018. In GreenBank’s opinion, the Circular is significantly flawed and does not properly address the concerns identified by GreenBank regarding the irresponsible and non-commercial transactions that Minfocus directors have attempted to conclude.
The actions of the Minfocus directors since Kenneth de Graaf was appointed CEO of Minfocus have resulted in a collapse of the Minfocus share price from $0.17 on January 19, 2018 to $0.035 as at close of trading on August 28, 2018, a decline of about 80% (after the 1 for 7 share consolidation).
The Circular makes no mention of the Minfocus directors attempt to complete a highly dilutive private placement at between $0.055 and $0.06, which they announced on August 10, 2018 would be completed by the Minfocus shareholders Record Date of August 17, 2018.
The Circular does not address the fact that the proposed Minfocus acquisition of insider and Advisory Board Member Francis Manns (“Manns”) interest in the New Coral project, is a not a commercial transaction. There is no commercial reason for Minfocus to acquire a further New Coral interest for $394,500, due to the fact that if Minfocus does not spend another $550,000 in exploration expenditures on the New Coral project by September 30, 2018 then Minfocus will default under the option agreement. As Minfocus has no cash, it is unable to meet its option commitments, and will likely default. The New Coral property would then revert back to the option holders, with Minfocus only retaining its existing 20% interest. The Minfocus directors want to create a New Control Person in Manns, in exchange for Manns interest in New Coral which will almost immediately become worthless.
In GreenBanks’ 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 Minfocus shareholders meeting provides an opportunity for Minfocus shareholders to vote against the Manns transaction, and also to vote to remove the current Minfocus directors.
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.
“Sadly there are too many examples of public company directors acting in their own interests at the expense of shareholders interests, and when an egregious situation like Minfocus occurs it is up to shareholders to take action and vote to remove those directors” GreenBank CEO Daniel Wettreich comments.
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; 15% of Ubique Minerals Limited, a zinc exploration company in Newfoundland, Canada; 50% of GBC Grand Exploration Inc, a gold exploration company in Newfoundland, Canada; 100% of Medik Blockchain Inc, providing blockchain based medical confidentiality systems to the healthcare community; 100% of Cannabis Blockchain Inc, developers of a digital information management system for the cannabis industry; 19% of Kabaddi Games Inc, developers of a mobile application game based on the sport of Kabaddi; 100% of North America Veterans Insurance Services Inc, an insurance agency holding company; 19% of Inside Bay Street Corporation, a financial news communications company; 10% of Gander Exploration Inc, a minerals exploration company in Newfoundland, Canada; 10% of Reliable Stock Transfer Inc, a Canadian small cap transfer agency; 15% of Buchans Wileys Exploration Inc, a minerals exploration company with interests in Newfoundland, Canada; 10% of The Lonsdale Group LLC, a USA based private equity company focused on small cap investments; 100% of Expatriate Assistance Services Inc, providing relocation services to expatriates; 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; and 18.25% of Minfocus Exploration Corp (TSXV: MFX), a mineral exploration company;
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.
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