GREENBANK INTENDS MINFOCUS SPECIAL MEETING TO REMOVE DIRECTORS
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Toronto, Ontario, February 12, 2018 – GreenBank Capital Inc. (CSE: GBC and OTCMKTS: GRNBF and FRA; 2TL) ("GreenBank or the Company") announces that, upon closing of its agreement to acquire 19.62% of Minfocus Exploration Corp (TSXV: MFX) (“Minfocus”) in an off-market private transaction, it intends to call a special meeting of the shareholders of Minfocus to propose the removal of the existing directors of Minfocus and elect new directors in their place.
As part of its due diligence process, GreenBank has been made aware that Minfocus’ current board of directors is not legally constituted because it did not (or does not) have the required minimum of three directors. In addition, Minfocus’ directors failed to press release the fact that, on January 17, 2018, Phil D’Mello resigned as a director, leaving only two Minfocus directors. In the opinion of GreenBank, a Minfocus board comprising of only two directors breached the British Columbia Corporations Act and the Articles of Minfocus and the two directors do not have the authority to appoint a third director, do not have the authority to act for Minfocus, and do not have the authority to otherwise act on behalf of Minfocus. Greenbank is of the view that for the Minfocus’ directors to act in accordance with applicable law may leave them personally liable for Minfocus’ obligations.
In the opinion of GreenBank, the current directors of Minfocus, Kenneth de Graaf and Graham Wilson, have not met the basic requirements of corporate governance, and have not carried out their fiduciary duties. GreenBank believes that Minfocus shareholders should remove Kenneth de Graaf and Graham Wilson as directors, and elect new and competent directors who will carry out their responsibilities in a professional manner for the benefit of all shareholders. The new directors will evaluate the Minfocus business, financial condition and prospects, and recommend a course of action to shareholders.
At the proposed special meeting, Minfocus shareholders will be asked to remove directors Kenneth de Graaf and Graham Wilson, and elect Paul Cullingham as Chairman and CEO, and Paul Ankcorn and Garth Douglas as independent directors.
Paul Cullingham has been in the investment banking industry since 1986 specializing in the resource and financial sectors, where he has worked for both large and medium-size Canadian companies, as well as a large Wall Street firm. He is a director and Vice President of GreenBank, and a director and Vice Chairman of mineral exploration companies Ubique Minerals Limited and Buchans Wileys Exploration. He is also CEO of Inside Bay Street Corporation, a financial communications company. Previously, he was the President and CEO of Celtic Minerals Inc., a publicly listed minerals exploration company.
Paul Ankcorn has been a director, CEO or CFO of a number of public and private mineral exploration companies including Cartier Iron Corporation, Tartisan Resources Corp, Shield Gold Inc, Remington Resources, ACME Resources Corp, NWT Copper Mines Ltd, Champion Iron Mines Ltd, Great Lakes Graphite Inc, NFX Gold Inc, Northfield Metals Inc, Harte Gold Corp, Cuervo Resources Inc, Eloro Resources Inc, Trelawney Resources Inc, Eastmain Resources Inc, and Fancamp Exploration Ltd. He received a Bachelor in Business Administration from Wilfrid Laurier University, and he is a Certified Management Accountant.
Garth Douglas is President of gsd Media Inc, a media consulting and investor relations company. He is also President of X-Rays Productions a film and television production company. Previously he was Partner in CFBN a Canadian business news radio station, and an independent producer for CBC, TVOntario, and CTV.
GreenBank reserves the right, depending upon the conduct of the current board of directors of Minfocus and on GreenBank’s evaluation of the Minfocus business, prospects, and financial condition, and other factors, but subject to applicable legal requirements, to increase or decrease GreenBank’s shareholdings in Minfocus. As a significant shareholder of Minfocus, GreenBank will review and monitor its options and alternatives with respect to additional acquisitions of Minfocus common shares in light of all relevant factors from time to time, including general market conditions, prevailing market prices for the Minfocus common shares, the business and prospects of Minfocus and alternative investment opportunities available to GreenBank. GreenBank may explore opportunities to acquire additional Minfocus common shares in the open market, through negotiated or private transactions or otherwise, in each case on such terms and at such times as GreenBank may deem advisable and in accordance with all applicable securities laws. In the future, GreenBank may dispose of the Minfocus common shares at any time and from time to time in the open market, through negotiated or private transactions or otherwise, in each case on such terms and at such times as GreenBank may deem advisable.
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 11 small cap businesses, namely; 10% of The Lonsdale Group LLC, a USA based private equity company focused on small cap investments; 27% 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 unique comprehensive all-in-one search mobile application that integrates social search, discovery and communication; 15% of Blockchain Evolution Inc, owners of the world’s first identification based blockchain; 15% 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; and 19% of Kabaddi Games Inc, developers of a mobile application game based on the sport of Kabaddi. GreenBank has agreed to acquire 19.62% 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.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.