News Out! Minfoucs Response Toronto, Ontario (FSCwire) - Minfocus Exploration Corp. (TSX-V: MFX) (“Minfocus” or “Company”) is responding to two misleading news releases regarding Minfocus disseminated by GreenBank Capital Inc., a CSE-listed entity, that were issued on February 12, 2018 and February 13, 2018 (“GB News Releases”), which purport certain breaches of the British Columbia Corporations Act (“Corporations Act”) and the Business Corporations Act Articles of Minfocus (“Articles”).
Minfocus confirms that the Board of Directors of Minfocus have acted in full compliance with the Articles of Minfocus and the Corporations Act including the recent appointment of a new director and the corporate authority to enter the Letter of Intent with Kapuskasing Gold Corp. (TSXV: KAP). Minfocus has had the required minimum three directors to duly authorize all corporate approvals needed, including filing of financial statements, approval of corporate agreements and corporate appointments. Furthermore, contrary to suggestions in the GB News Releases, under the Minfocus Articles, two remaining directors may appoint a third director to fill a vacancy on the Board of Directors to establish a Board quorum and, further under the Articles, that an act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under the Articles is in office. Contrary to the GB News Releases, Phil D’Mello did not resign as a director on January 17, 2018 from the Minfocus Board, and in fact, he approved on January 25, 2018 the filing of the November 30, 2017 quarterly financial statements for the Company and other corporate matters until Neil Froc, P.Eng. was approved by the Board as his replacement.
On December 15th, 2017, GreenBank Capital Inc, presented a proposal for an RTO to Minfocus. After considerations by a Special Committee of independent directors formed by the Minfocus Board, and subsequent further discussion with GreenBank, the Board of Minfocus did not approve the proposed transaction which would have been highly dilutive to existing Minfocus shareholders. Further to the GB News Releases, at this time, Minfocus can not confirm that GreenBank Capital Inc. has completed the acquisition of the 14,300,000 shares of Minfocus from Gerald Harper, representing 19.62% of Minfocus shares outstanding. Neither, Gerald Harper nor Greenbank Capital Inc. have made any of the normally required regulatory filings on SEDAR or SEDI confirming any such sale, nor disclosed the material terms and conditions of any such sale as of the date of this news release, nor does it appear that GreenBank has made any public CSE filings related to the matter.