George H Cohen and Dan Neelon response to Garrison International

FOR IMMEDIATE RELEASE
(Free-Press-Release.com) October 18, 2011 -- Garrison Asia LLC, a Mongolian limited liability company owned 100% by Georges Cohen but previously owned by Garrison International Ltd. (GAU), issues this press release to correct certain inaccuracies in and information missing from GAU’s September 23, 2011 press release and its prior May 20, 2011 press release that the September 23 press release purports to update concerning the transfer of the shares of GAU’s former subsidiary, Garrison Asia, to Cohen.

On February 1, 2011, the Mongolian Foreign Investment and Foreign Trade Agency (FIFTA) approved a transfer of ownership of 100% of the shares of Garrison Asia from GAU to Georges Cohen. On February 9, 2011, the transfer was ratified by the Mongolian State Registration Office (SRO). The transfer of the shares had been pre-authorized in documents signed on November 22, 2010 by Blair Krueger (“Krueger”) and Anthony Bainbridge (“Bainbridge”) on behalf of Garrison Asia. Those documents included the following six documents stamped on that date with the Garrison Asia corporate seal (the “Share Transfer Documents”): (1) Secured Promissory Note (with Security and First Lien Agreement) in the amount of $210,000 payable to Georges Cohen by Garrison Asia LLC (the “Note”, which Bainbridge and Krueger also signed for specified purposes on GAU’s behalf); (2) Share Transfer Agreement; (3) Shareholder’s Resolution, in which GAU as sole shareholder of Garrison Asia authorizes the transfer of the shares of Garrison Asia to Georges Cohen; (4) Irrevocable Stock Transfer Power; (5) Bill of Sale and Assignment; and (6) Document Management Agreement. On November 22, 2010, Krueger had nearly all of these documents scanned after their signature and corporate stamping and e-mailed them to Bainbridge and to Dan Neelon, then Cohen’s U.S. counsel for certain matters (and who was also present for the documents’ signature).

The Note included explicit language clearly establishing that upon the occurrence of a default that lasted at least 72 hours, Cohen “shall become the sole, irrevocable and absolute owner of all of the Shares [of Garrison Asia] automatically and without any further action needed” and “shall become the sole, irrevocable and absolute owner of all of the Mining Assets automatically and without any further action needed by Payee” and had the right to have the Share Transfer Agreement and the Bill of Sale dated and to use them to demonstrate his ownership of the Garrison Asia shares and mining assets. Numerous objectively verifiable defaults occurred under the Note shortly after November 22, 2010, and before the share transfer was submitted to FIFTA. As a result of these defaults, and their duration, a Mongolian law firm filed the documentation needed to transfer the shares under Mongolian law, which included the documents signed by Bainbridge and Krueger.

During the period November 22, 2010 to May 20, 2011, Krueger and Bainbridge, officers and directors of GAU at all relevant times, did not cause the issuance of any press release informing GAU’s shareholders and the general public that they had signed documents under which the shares of Garrison Asia LLC could be transferred to Cohen if a default occurred and lasted 72 hours or more. Instead, on May 20, 2011, a GAU press release was issued claiming that the corporate stamp had been taken from Garrison Asia’s office on January 21, 2011 by two men, that the stamp is equivalent to a signature in Mongolia, and that the stamp was used to transfer the shares on February 6, 2011 (a Sunday, when FIFTA and SRO are closed). These assertions were fictional. As official documentation demonstrates, FIFTA had already approved the share transfer on February 1, 2011.

Even worse, the May 20 press release made false statements about the status of alleged criminal proceedings in Mongolia against the “two men” labelled in the press release as “accused” of taking the stamp and of using it to transfer the shares. Bainbridge and Krueger caused the filing of a complaint with the Mongolian General Police State Investigation Office (“SIO”) seeking criminal charges against Cohen and Neelon; however, the May 20 press release claimed falsely as follows: “As a result of their investigation, the Mongolian police have recommended to proceed with a criminal trial. Such trial is pending for those accused of this action.” In fact, the Mongolian police had recommended the exact opposite in response to the Krueger-Bainbridge complaint; in a recommendation letter dated May 18, 2011(two days prior to the May 20th press release), SIO stated its decision to decline a criminal case for the reason that there was no legal ground to originate a criminal case. Moreover, the SIO letter specifically noted that the share transfer was justified by the 72-hour default language (of the Note). GAU’s May 20 press release claim that there was a criminal trial pending for “those accused of this action” (Neelon and Cohen) was false. There was no pending criminal trial.

GAU’s September 23, 2011 press release only exacerbates the misinformation contained in the May 20 press release, continuing the type of conduct that led to the filing of the introductory motion in damages and permanent injunction by Cohen and Neelon in Montreal superior court, referenced by GAU’s September 23 press release, docket number 500 17 067207 111, against defendants Garrison International Ltd., Blair Krueger, Anthony Bainbridge, Michael Hawkins, Greg De Ross, Denis Frawley and Ormston List Frawley Law Office. Even apart from omitting mention of the execution of the Share Transfer Documents by Krueger and Bainbridge on November 22, 2010, the September 23 press release provides numerous inaccurate or misleading characterizations. First, the statement that case number 21147156 is a criminal “action” was misleading; that number has identified an investigation. No criminal charges have been issued against Cohen or Neelon by any Mongolian police or prosecutorial agency of which either has ever been notified. Second, the claim that there is a “criminal action pending” against Neelon was intentionally, maliciously false. The police have confirmed on multiple occasions that Neelon is only considered a material fact witness after the SIO’s May 18 determination that there was no legal ground to originate a criminal case.

The September 23 press release also inaccurately reports the circumstances of the dismissal of Garrison Asia’s civil matter in a Mongolian district court. Among other things, the dismissal was done without prejudice to re-filing, and Cohen and Neelon were not required to be at the hearing.

The September 23 press release further contains inaccurate and incomplete allegations of alleged comments by Neelon at a meeting on August 19, 2011. Krueger agreed in writing that such meeting was a privileged and confidential settlement meeting and then included in the September 23 press release a purported rendition of settlement communications that is both inaccurate and incomplete in numerous respects.

This press release does not address every inaccuracy and material omission in GAU’s referenced press releases, because the inaccuracies that have been addressed should sufficiently demonstrate the nature and purposes of the GAU press releases.

Garrison Asia LLC is a Mongolian limited liability company that has been engaged in mineral exploration in Mongolia. Questions may be directed to the company’s Executive Assistant in Mongolia, Ariunaa Tsogt, at ariunaa_tsogt9@hotmail.com.

Dan Neelon     Garrison Asia LLC     George H Cohen     mongolia