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Minfocus Exploration Corp.

Exchange: TSXV Exchange | Sep 26, 2018, 5:30 AM EDT

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Minfocus Announces Update on 2018 AGM Meeting and Further Misleading Information from GreenBank Capital




Minfocus Announces Update on 2018 AGM Meeting and Further Misleading Information from GreenBank Capital

Not For Distribution to U.S. Newswire Services or For Dissemination in the United States. Any Failure to Comply with this Restriction May Constitute a Violation of U.S. Securities Laws.



Toronto, ON (FSCwire) - Minfocus Exploration Corp. (TSX-V: MFX) (“Minfocus” or “Company”) previously announced (see August 31, 2018 Minfocus news release) that it has received TSX Venture Exchange (“TSXV”) conditional approval for the previously announced acquisition from Dr. Francis Manns, P.Geo. (ON) (“Manns”) of a 45% ownership interest in the Coral Zinc Project tenures located in northeastern British Columbia (“Coral Acquisition”). 

 

Completion of the Coral Acquisition is subject to approval by a disinterested shareholder vote for Manns becoming a new control person (“Acquisition Approval”) which Minfocus is seeking at its upcoming Annual General Meeting of shareholders on September 17th, 2018.  For more information regarding the Coral Acquisition and the requirements for disinterested shareholder approval for the creation of a new control person in connection therewith, please see Minfocus’ management information circular dated August 17, 2018 (“2018 AGM Circular”), a copy of which is available under Minfocus’ profile at www.SEDAR.com.

 

The management of Minfocus strongly recommends that shareholders vote FOR the approval of the creation of a new control person for the Coral Acquisition.

 

In addition, the management of Minfocus recommends that shareholders vote FOR the election of the following four (4) individuals to the Board of Directors of Minfocus: Kenneth de Graaf; Alicia Milne; Leo Power and Graham Wilson.  Shareholders are recommended to WITHHOLD votes for the three Dissident Shareholders’ Nominees proposed by Greenbank Capital Inc. (“Greenbank”) and Gerald Harper (“Harper”).

 

Further Misleading Information from Greenbank

GreenBank, a CSE-listed entity, issued a news release, dated August 30, 2018, regarding Minfocus which contains misleading information regarding Minfocus (“GB News Release”).  The GB News Release purports again, incorrectly, that Manns is an “insider” of Minfocus and further implies repeatedly that the Coral Acquisition is somehow an improper transaction at the expense of Minfocus shareholders and “worthless”.  Dr. Francis Manns, P.Geo.(ON) is the former Senior Manager of Compliance and Disclosure, Mining, for the TMX Group, and is neither an Insider or an Affiliate of Minfocus in accordance with TSXV Policy and the Coral Acquisition from Manns is at arms-length to Minfocus.

 

Contrary to Greenbank’s contentions, the Coral Acquisition is expected to be a valuable addition to the existing Minfocus portfolio.  To support the decision, Minfocus obtained an independent valuation from the consulting firm RPA Inc. of Toronto for the value of the Coral Acquisition to be purchased and the TSXV has given its conditional approval of the transaction with a deemed aggregate purchase price of $394,500 (see Minfocus’ 2018 AGM Circular).  Furthermore, contrary to the GB News Release, should the Coral Option agreement be terminated for any reason in the future, the combination of the Coral Acquisition and the already held direct 20% interest in the Coral Zinc Project would give Minfocus a combined beneficial interest of 56%.  The Coral Zinc Project tenures shall remain in good standing without any need for further exploration assessment work until November 2024.  This is a combination of interests that will provide Minfocus with valuable alternatives for advancing its interests in the Coral Zinc Project regardless.

 

Are Greenbank and Harper Joint Actors and in Breach of Securities Laws?

It is clear from previous Greenbank news releases and the recent GB News Release, Greenbank and Harper intend to support each other and vote for the identical slate of dissident nominees for directors at the upcoming Minfocus AGM.  Are Harper and Greenbank acting jointly and in concert and in breach of disclosure obligations under applicable securities laws?

 

We know that the previous Greenbank proposal presented to Minfocus in December 2017 was for a reverse takeover (“RTO”) of Minfocus that would have been highly dilutive to existing Minfocus shareholders.  Shortly, within days after the Minfocus Board declined to approve the Greenbank RTO proposal, Gerald Harper, the former President and CEO of Minfocus, was appointed CEO of Ubique Minerals Ltd., now a CSE-Listed affiliate of Greenbank.  Greenbank and Danny Wettreich, chairman and controlling shareholder of Greenbank, hold more than a 52% interest in Ubique.  Shortly after Harper’s appointment to the Greenbank affiliate, Greenbank announced its purchase of a 19.6% interest in Minfocus from Harper, for which it only issued Greenbank shares to Harper to acquire its interest.  This is in addition to Greenbank’s explicit declarations in their August 29, 2018 news release that Greenbank intents to support Harper’s dissident nominees for election as directors of Minfocus.  Under applicable securities laws, parties who are acting jointly and in concert and who own more than 10% of a company’s issued and outstanding shares are obligated to make required disclosures and required to file public reports accordingly.  Again, we must ask, “Are Harper and Greenbank acting jointly and in concert and in breach of disclosure obligations under applicable securities laws?”

 

The GB News Release is further misleading in its suggestion that the change in management of Minfocus is responsible for the collapse of the Minfocus share price.  The evidence strongly supports the exact opposite view.  Following the January 2018 change of the Minfocus management and its announcement of its strategic review and the appointment of an expert advisory board, Minfocus shareholders witnessed the highest share price (equivalent to $0.42/share today, which at the time was $0.06/share on Jan 23, 2018) and the highest share trading volumes (over 6 million shares traded on the same day) seen over the past two years, a strong positive vote of confidence for the new management’s strategic direction.  The collapse to the current share price of less than $0.05/share is more strongly attributed to Greenbank’s acquisition of its interest in Minfocus from Harper and Greenbank’s subsequent actions and multiple misleading news releases.  Minfocus management had clearly demonstrated an ability to build shareholder value prior to Greenbank interfering with Minfocus’ business.

 

Minfocus management strongly recommends that Minfocus shareholders vote to elect the four Management nominees for election to the Board of Directors – Wilson, Powers, Milne and de Graaf – and approve the Creation of a New Control Person in connection with the Coral Acquisition.

 

About Minfocus Exploration Corp.

 

Minfocus Exploration Corp. is a Canadian company currently advancing a portfolio of base-metal projects including three Mississippi-Valley-Type zinc projects in British Columbia and Newfoundland and a Platinum Group Element (“PGE”)–enriched Ni-Cu-Pt-Pd project in N.W. Ontario.  Minfocus has a successful management group with a record of multiple discoveries of deposits worldwide, including gold and uranium deposits in Mongolia and PGE-rich resources in Ontario, including the discovery of the first platinum-rich Ni-Cu-Pt-Pd deposit in the Midcontinent Rift, the Current Lake deposit (+700,000 oz. Pt-Eq).

 

For further information, please contact:

 

Kenneth B. de Graaf

Director

Email: kennethd@minfocus.com

 

The Qualified Person who has reviewed and approved the technical content contained in this release is Dr. Graham C. Wilson, P.Geo.(Ont), a director of Minfocus.

 

Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

 

This press release includes certain forward-looking statements concerning the future performance of the Company’s business and operations as well as management’s objectives, strategies, beliefs and intentions.  Forward-looking statements are often identifiable by the use of words such as “may”, “will”, “might”, “would”, “plan”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “scheduled”, “forecasts” and similar expressions or variations (including negative variations) of such words and phrases.  Forward-looking statements are based on the current opinions and expectations of management, and are subject to a number of risks and uncertainties that may cause actual results, performance or achievements of the Company to be materially different from those currently anticipated by such statements.  Factors that could cause actual results or events to differ materially from current expectations include, among other things, the possibility that future exploration results will not be consistent with the Company’s expectations, fluctuating commodity prices, delays in commencing the Company’s proposed drilling program, exploration costs varying significantly from estimates, the availability of financing, and other risks identified in the Company’s documents filed with the Canadian securities regulatory authorities at www.sedar.com.  Any forward-looking statement speaks only of the date on which it is made, and except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement.







Source: Minfocus Exploration Corp. (TSX Venture:MFX)

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