Translate
Vancouver, British Columbia--(Newsfile Corp. - January 24, 2012) - Gerald Harper of 300 New Toronto St., Unit 2 Toronto, Ontario M8V 2E8 filed an early warning report dated January 24, 2012 advising of his direct and indirect holdings in Minfocus Exploration Corp. (formerly Pembroke Capital Corp.) (the "Corporation") (TSXV: MFX) (TSXV: PBK.P).
On January 20, 2012, pursuant to a share exchange (the "Share Exchange") between the Corporation and Minfocus International Inc. ("Minfocus") and its shareholders, and certain ancillary transactions thereto including an escrow share transfer agreement with certain former directors and officers of the Corporation (the "Share Transfer"), Dr. Harper acquired beneficial ownership and control of 5,732,923 common shares of the Corporation ("Common Shares"), or approximately 14.4% of the issued and outstanding Common Shares.
Under the terms of the Share Exchange, the Corporation acquired all of the issued and outstanding shares of Minfocus in exchange for 23,221,301 Common Shares of the Corporation. Pursuant to the Share Exchange, Dr. Harper acquired ownership and/or control over 3,957,923 Common Shares of the Corporation in exchange for 1,670,172 Common Shares of Minfocus. Dr. Harper also acquired 1,775,000 Common Shares pursuant to the Share Transfer at a price of $0.075 per Common Share for an aggregate purchase price of $133,125. An aggregate of 1,099,320 of the Common Shares acquired are held through Gamah International Limited ("Gamah"), a company owned and controlled by Dr. Harper. Additionally, an aggregate of 4,238 of the Common Shares are held by Anne Harper, Dr. Harper's spouse.
The Common Shares were acquired pursuant to the Share Exchange and the Share Transfer, which was completed in accordance with Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual (the "Qualifying Transaction"). The acquisition of the Common Shares by Dr. Harper as a result of the Share Exchange and the Escrow Transfer did not take place through the facilities of any market for the securities of the Corporation. The Common Shares issued to Dr. Harper pursuant to the Share Exchange were exempted from the prospectus requirement pursuant to section 2.16 of National Instrument 45-106 - Prospectus and Registration Exemptions. Further information on the Qualifying Transaction is set out in the Filing Statement of the Corporation dated October 31, 2011 and filed on SEDAR. Dr. Harper owns the Common Shares of the Corporation for investment purposes. In pursuing such purposes, Dr. Harper takes a long-term view of the investment. Dr. Harper reserves the right to formulate other plans or make other proposals, and take such actions with respect to his investment in the Corporation. Dr. Harper may at any time reconsider and change his plans or proposals relating to the foregoing.
This news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Corporation is a reporting issuer containing additional information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with the Corporation's documents on the SEDAR website at www.sedar.com. A copy of the Early Warning Report may also be obtained by contacting Gerald Harper at (416) 232-0025.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.