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MINFOCUS EXPLORATION CORP V.MFX

"Minfocus Exploration Corp is a Canada-based company. It is involved in industrial metals and minerals business sector. The company is focused on the advancement of a portfolio of zinc projects in British Columbia. It mines for zinc, platinum, and nickel minerals. The company’s project consists of Coral zinc project, Peregrine project, Myst Metals Nickel project, and Nipigon Reefs PGE project. It operates only in Canada region."


TSXV:MFX - Post by User

Post by GenHandgrenadeon Jul 26, 2018 1:29pm
91 Views
Post# 28372304

GBC response to the Consolidation and PP

GBC response to the Consolidation and PPGreenBank Makes TSXV Submission Re Minfocus This news release is not for distribution or dissemination in the United States of America Toronto, Ontario (FSCwire) - 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 GreenBanks 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. Read more at https://www.stockhouse.com/news/press-releases/2018/07/23/greenbank-makes-tsxv-submission-re-minfocus#kmHvEBgbXd0mVxzx.99
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