New Lenox, Illinois (April 25, 2026). MonMon Inc. and John Smolic published an alternative proxy statement and uniform ballot to elect alternative directors at www.tcnbshareholders.com .
John Smolic, through MonMon Inc., a 5.9% beneficial owner of TC Financial Holdings Inc., (OTCQX: TCNB), the holding company for Town Center Bank, submitted nominations to its Directors to elect truly independent outside directors. Believing that the bylaws allowed fifteen directors, the nominations included himself, a banking attorney, and a business attorney. Mr. Smolic's belief that TCNB provides little shareholder disclosure prompted the nominations. At the 2025 annual meeting, the Board appointed a director without allowing shareholders to vote. In addition, several long-term directors were eliminated, but no explanation exists. The stock is under a “chill” by the Depository Trust and Clearing Corporation, causing most brokerages to disallow purchases, creating a low trading price. Without shareholder approval, the Board issued an incentive plan allowing them to dilute TCNB stock through options based on the trading price notwithstanding the illiquidity. The incentive plan rewards the insiders with undervalued stock options at the expense of shareholders.
After Mr. Smolic nominated directors, using TCNB’s capital, the Directors retained high-priced attorneys to communicate. Theattorneys advised Mr. Smolic that the directors unilaterally decreased the directors to a maximum of nine without shareholder notice. The law firm asked Mr. Smolic and his nominated directors to provide background information, which they did. After that, TCNB went silent.
Despite Mr. Smolic complying with the requirements for director nominations within the bylaws, the Directors unilaterally issued its proxy without enabling shareholders to vote for Mr. Smolic’s nominations. Instead, they stated, “A small group of minority shareholder appears to be seeking to influence the Board," that "actions by a misaligned minority can have unintended consequences.”
It is clear that the Board of TC Financial Holdings Inc., who collectively own less than 3% of the shares, do not wish for any transparency.
As a result, Mr. Smolic is soliciting white universal proxies to at least 67% of the shareholders and asking that they vote to elect his nominees. Mr. Smolic asks shareholders to view the proxy material at www.tcnbshareholders.com and vote for his nominations, which include himself and a banking attorney. More information about the nominees is in the proxy statement.
MonMon Inc. is an Ohio holding company for John Smolic. Mr. Smolic, a successful entrepreneur, has extensive experience starting, building, and selling companies in multiple industries. He served as executive of multiple enterprises. In 2002, he founded Electronic Game Solutions, Inc. and currently serves as the company’s Executive Chairman. EGS is a leading manufacturer and distributor of software and hardware systems throughout the United States. He has been instrumental in negotiations to obtain licenses. EGS specializes in providing point of sale, verification, inventory control, accounting, and player tracking software with its gaming systems. For over 15 years, EGS has been a preferred vendor for a major cruiseline. In 2016, Smolic founded PennAlt Organics with the goal to obtain a medical marijuana license in Pennsylvania. Serving as the company’s Director, President and CEO, he spearheaded PennAlt’s licensing efforts. Over 1,500 companies applied for only twenty-five licenses. Mr. Smolic not only won a license, PennAlt received the highest score of all applicants. While Mr. Smolic is no longer with PennAlt, he continues to consult for the industry.
MR. SMOLIC STRONGLY ADVISES ALL SHAREHOLDERS TO READ THE PROXY STATEMENT AND VOTE FOR THE ALTERNATIVE SLATE.
