MFC Industrial Ltd. – ‘DEFA14A’ on 6/25/03

On:  Wednesday, 6/25/03, at 8:52pm ET   ·   As of:  6/26/03   ·   Effective:  6/26/03   ·   Accession #:  16859-3-23   ·   File #:  1-04192

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Additional Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Additional Definitive Proxy Solicitation Material      5     18K 

DEFA14A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C.  20549
SCHEDULE 14A INFORMATION

 Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed  by  the  Registrant                            [ ]                       
Filed  by  a  Party  other  than  the  Registrant     [x]                       

Check  the  appropriate  box:                                                   

[ ]     Preliminary  Proxy  Statement                                           
[ ]     Confidential,  for  Use  of  the  Commission Only (as permitted by Rule 
14a-6(e)(2))                                                    
[ ]     Definitive  Proxy  Statement                                            
[x]     Definitive  Additional  Materials                                       
[ ]     Soliciting  Material  Under  Rule  14a-12                               

EQUIDYNE CORPORATION
(Name of Registrant as Specified in its Charter)

MFC BANCORP LTD.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment  of  Filing  Fee  (Check  appropriate  box):                            

[x]     No  fee  required.                                                      
[ ]     Fee  computed  on  table  below  per Exchange Act Rules 14a-6(i)(4) and 
0-11.                                                           

    1)   Title of each class of securities to which transaction applies:
   2)   Aggregate number of securities to which  transaction  applies:
     3)   Per unit price or other underlying value of transaction computed
          pursuant to Exchange  Act  Rule  0-11  (Set  forth the amount on
          which  the  filing  fee  is  calculated  and  state  how  it was
determined):                                          
4)   Proposed  maximum  aggregate  value  of  transaction:      
5)   Total  fee  paid:                                          

[ ]     Fee  paid  previously  with  preliminary  materials.                    
[ ]     Check  box if any part of the fee is offset as provided by Exchange Act 
       Rule  0-11(a)(2)  and  identify the filing for which the offsetting fee
       was  paid  previously.  Identify  the  previous  filing by registration
       statement  number,  or the  Form  or  Schedule  and  the  date  of  its
filing.                                                         
1)   Amount  Previously  Paid:                                  
2)   Form,  Schedule  or  Registration  Statement  No.:         
3)   Filing  Party:                                             
4)   Date  Filed:                                               

DEFA14A
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                                                                [GRAPHIC OMITED]

                                                            NEWS RELEASE

FOR  IMMEDIATE  RELEASE  JUNE  25,  2003                                        

Contact:     Allen  &  Caron  Inc.                          Rene  Randall       
        Joseph  Allen  (investors)                     (604)  683-8286
           (212)  691-8087                                rrandall@bmgmt.com
           joe@allencaron.com                             ------------------
------------------                                    
or                                    
Kari  Rinkeviczie  (media)                            
(616)  647-0780                                       
kari@allencaron.com                                   

 MFC BANCORP LTD ANNOUNCES FILING OF PRELIMINARY PROXY STATEMENT
 & COURT APPLICATION RELATED TO EQUIDYNE CORPORATION

NEW  YORK  CITY,  (June  25,  2003)  -  -  - MFC Bancorp Ltd. (Nasdaq: MXBIF and
Frankfurt  Stock  Exchange:  MFC GR) today announced that it filed a preliminary
proxy  statement  with  the  Securities and Exchange Commission on June 24, 2003
nominating  various  individuals  for  the  Board  of  Directors  of  Equidyne  
Corporation  (Nasdaq:  IJX)  ("Equidyne" or "the Company").   MFC also announced
that  it had filed a complaint in the Court of Chancery in the State of Delaware
("the  Court")  requesting that the Court, among other things, order Equidyne to
hold  its  2003  annual  general  meeting of shareholders ("the Meeting") thirty
days  following  the date of such order.  MFC has entered into an agreement with
Equidyne's  largest shareholder pursuant to which such shareholder has agreed to
vote  in  favor  of  MFC's  nominees  at  the  Meeting.                         

Equidyne has suffered persistent operating losses, and from February 22, 2000 to
June  24,  2003  its  market  capitalization  fell  from  over  $150  million to
approximately  $6  million as its stock price declined by more than 95%.  In the
three months ended April 30, 2003, the Company had an operating loss of $687,000
on                                                                              

- MORE -

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MFC  BANCORP  LTD  ANNOUNCES  FILING  OF  PRELIMINARY  PROXY  STATEMENT         
&  COURT  APPLICATION  RELATED  TO  EQUIDYNE  CORPORATION                       
Page  -2-                                                                       

revenues of only $14,000; not surprisingly, the Company has announced that it is
seeking  'diversification  strategies  not  necessarily  related  to the medical
field'.    In  the  meantime  management  has,  in  MFC's  opinion, continued to
collect  excessive compensation for a company with the size and circumstances of
Equidyne.  The  Company's Chief Executive Officer, President and Chief Financial
Officer  have  a combined base salary of over $600,000 per year.  In addition to
salary,  the  Company  paid  $187,000  of  "executive management bonuses" in the
quarter  ended January 31, 2003.  The Company's Chief Executive Officer was also
paid  a  "bonus"  of  $120,000  for  his services to the Board in the first five
months  of  fiscal  2002  and a "signing bonus" of $80,000 when he was appointed
Chief  Executive  Officer  in  December  2001.  Despite  the  Company's  poor   
performance,  in January 2003, the Board issued to the Company's Chief Executive
Officer and President an aggregate of 630,000 stock options at an exercise price
of  only  $0.34  per  share,  a  price  equal  to approximately one-third of the
Company's book value per share as set out in the Quarterly Report on Form 10-QSB
for  the  period  ended  January  31,  2003.  This issuance is in addition to an
issuance of 1,050,000 options to the same two persons in December 2001 when they
were appointed to their positions.   By contrast, according to public records on
file  with  the  Securities  and  Exchange Commission (the "SEC"), the Company's
Chief  Executive  Officer, President and Chief Financial Officer held a combined
total  of only 148,300 shares (less than 1% of the Company's outstanding shares)
as  of  September  30,  2002.                                                   

Equidyne's  Board  has  further  put  its  own  interests  ahead  of  those  of 
shareholders  by  not  scheduling  its  2003  Meeting  within  the  time  limits
prescribed  by Delaware law.   MFC has thus had to take the extraordinary remedy
of seeking an order from the Court in order to force Equidyne to hold its annual
meeting.                                                                        

MFC  believes  that  Equidyne's  Board of Directors has failed to create or even
preserve  shareholder  value,  and  has  allowed  the  Company  to be run in the
interests  of  management  as  opposed  to shareholders.  As such, MFC, with the
support  of  the  Company's  largest  shareholder,  is  proposing a new Board of
Directors                                                                       

- MORE -

DEFA14A
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MFC  BANCORP  LTD  ANNOUNCES  FILING  OF  PRELIMINARY  PROXY  STATEMENT         
&  COURT  APPLICATION  RELATED  TO  EQUIDYNE  CORPORATION                       
Page  -3  -                                                                     

for  Equidyne.  If successful in electing its nominees, the Company will seek to
create  shareholder  value  by:                                                 

-     preserving the Company's capital by minimizing overhead expenses including
the  elimination  of  excessive  management  salaries;              
-     discontinuing  investments  and  expenses  related  to  the  needle  free 
   industry,  other  than  those  which  the  MFC  Nominees  believe  will
     realistically produce an  attractive  return through realization of value
from the Company's existing  technologies;  and                     
-     seeking new business opportunities, investments and acquisitions so as to 
utilize  the  Company's  capital  and  public  listing.             

Michael  Smith,  President  of  MFC,  remarked  "We are very disappointed in the
actions  taken  by  Equidyne's  Board.  Given  the  huge  losses  incurred  by  
stockholders and the Company's poor financial performance, we find it incredible
that  the  board has refused to schedule its shareholder's meeting in compliance
with Delaware law thus preventing stockholders from exercising their fundamental
right  to nominate and vote for the directors of their choice.   Nonetheless, we
look  forward to establishing a reconstituted board of directors for the Company
which  will work positively towards preserving and enhancing shareholder value."

For  further  information  please  contact  Rene Randall or Roy Zanatta in North
America  at  (604)  683 8286 or Manuel Hertweck in Germany at + (49 30) 20 94 58
00.                                                                             

ABOUT  MFC  BANCORP                                                             

MFC Bancorp Ltd. owns companies that operate in the financial services industry,
specialising  in merchant banking internationally. To obtain further information
on  the  Company,  please  visit  its  web  site  at  www.mfcbancorp.com        
                                              ------------------

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MFC  BANCORP  LTD  ANNOUNCES  FILING  OF  PRELIMINARY  PROXY  STATEMENT         
&  COURT  APPLICATION  RELATED  TO  EQUIDYNE  CORPORATION                       
Page  -  4  -                                                                   

Certain  statements  included herein are "forward-looking statements" as defined
in  the  Private  Securities  Litigation  Reform Act of 1995.  Management of MFC
cautions  that  forward-looking  statements  are  not guarantees and that actual
results  could  differ  materially  from  those  expressed  or  implied  in  the
forward-looking  statements.  Important  factors  that  could  cause  the actual
results  of  operations or financial condition of MFC to differ include, but are
not  necessarily  limited to, the risks and uncertainties discussed in documents
filed  by  MFC  with  the  Securities  and  Exchange  Commission.               

 # # # #

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFA14A’ Filing		Date		First		Last			Other Filings
Filed as of / Effective on:		6/26/03							DFAN14A
Filed on:		6/25/03		2					PREC14A
		6/24/03		2
		4/30/03		2
		1/31/03		3
		9/30/02		3
		2/22/00		2
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