Certain shareholders of
Robix Environmental Technologies,
Inc. (“Robix” or the “Corporation”) (RZX:CSE)
(Frankfurt:R0X) are announcing that they have issued a shareholder
meeting requisition to the Board of Directors dated February 12,
2017 (the "Requisition") on behalf of a group of concerned
shareholders of Robix. The Requisition is issued by David
Kushniruk, Peter Lacey, Alan Kerr, Cory Hlus and Rod Ross (the
"Concerned Shareholders").
The Requisition requests the convening of a
meeting of shareholders of the Corporation at which the
shareholders will be asked to vote on a resolution to replace the
current directors of the Corporation.
The meeting is being called:
- to set the number of the board of directors of the Corporation
to be elected at the Meeting at five (5);
- to re-appoint the following two (2) incumbent directors of the
Board;
- Mark Bentsen
- Dale Oleksyn
- to remove the following two (2) incumbent directors of the
Board:
- to elect the following additional three (3) nominees proposed
by the undersigned as new directors of the Corporation:
- James Tworek
- Josef Korec
- Aziz Khadem
The Concerned Shareholders believe that the
board of Robix, as currently constituted, has failed to be
responsive to shareholder expectations and has no coherent strategy
for value creation for shareholders. It is very clear that a newly
constituted board of directors is required to unlock the full
potential value of Robix’s assets for shareholders, and steward the
Corporation through an important and active period of revenue
creation.
If the Concerned Shareholders are successful at
the meeting, the new board will be composed of Mr. James Tworek,
Mr. Joseph Korec, Mr. Aziz Khadem, Mr. Mark Bentsen and Mr. Dale
Oleksyn (the "Nominees").
The Concerned Shareholders collectively own or
exercise control or direction over more than 5% of the outstanding
common shares of Robix.
The board must call the Shareholder meeting
within 21 days of receiving the requisition. Further information
will be issued by the Concerned Shareholders in due course.
Nominee Biographies
Mr. Josef Korec
Josef Korec is the president of RA Global Group.
With over 25 years' experience in international business, Josef
provides strategic direction for the company, specializing in
corporate (re)structuring, financing, and corporate growth, and
leading his team of consultants in identifying potential business
opportunities and ventures, and connecting these to the
appropriately qualified producers and end-user clients.
An international commodities trading house and
business and consultancy, RA Global Group Inc. provides services
for business set-up; market-entry; procurement & logistics
programs; project management; and government relations I
facilitation expertise across the industrial; energy; mining;
agriculture & forestry; humanitarian & social development;
transportation and (critical) infrastructure sectors.
Founded in 1991, RA Global has over the last 26
years closed hundreds of private, commercial and government
projects in over 20 countries, including dozens of P2 and P3
projects. With over $11 Billion of project financing facilitated
since being established, RA Global has a proven reach into the
highest levels of corporate and government leadership, and built
effective and profitable relationships in North, Central and South
America, Europe, West Asia, and Africa for both its corporate
clients and itself. He has overseen the growth of an initial family
operation to a global consultancy with 10 offices on 4 continents,
and over 40 staff.
Although no longer flying day-to-day, Josef also
holds a commercial pilot's license, and is also president of Luna
Air Inc. and Luna Express, a privately owned international charter
airline and transportation/logistics company with operations
expanding into the Central, South American, and African markets in
2018. Living in Calgary, Canada, Josef holds a Bachelors' degree in
Business Administration and multiple qualifications from the
aviation engineering sector.
Mr. Aziz Khadem, MHS
Aziz is President and CEO of Risk Control
International Inc., a Canadian firm providing strategic risk
management advisory, consultancy and security service solutions to
companies operating in high-risk locales, primarily in the oil
& gas/energy, industrial and government sectors. He is a
government recognized subject matter expert on critical
infrastructure protection, emergency response, and business
continuity/resumption planning.
Prior to Risk Control, Aziz worked for the
Alberta Government and was a member of a specialized covert
narcotics/ organized and major crimes investigations unit, and then
supervisor of the province's regional intelligence section. He
served as specialist advisor to the Alberta Premier and was lead
security consultant to five government ministries, conducting
Threat-Risk-Vulnerability Assessments on critical infrastructure
facilities, ministers, judges, other identified at-risk persons,
and the Premier.
Aziz also serves as CEO of StromTech Energy
Services Ltd., a Calgary based company providing engineering,
project management and implementation expertise in the delivery of
flexible-response and sustainable energy and water treatment
solutions to remote and austere regions.
Aziz holds a Master's degree in Human Security
from Royal Roads University, with focus on reliable access to
energy, food and clean water for remote communities in Canada and
internationally.
Mr. James Tworec
James has worked in Banking and Finance for 18
years, having started his analytical and underwriting career in
commercial banking in 1998. He has consulted with a wide variety of
companies, predominantly in the commercial real estate development,
legal Cannabis marketplace and Oil and Gas E&P and services
sector across Canada. His experience in working at a small-cap
commercial development fund for 7 years brought about a solid
repertoire with equity-based lending and business start-up
activities. Through his history in mortgage finance, project
finance, funding energy, construction and development projects,
James has helped many clients perform turnaround activities on
their portfolios, including ailing or stalled commercial
projects.
He has obtained several financial designations
through his career including the CSC, PFP, IFIC, and EMR. In recent
years, James has shifted to both domestic and international
corporate finance consulting, liaising with legal, trustee,
underwriting and capital markets partners to source seed and growth
capital former-IPO firms, publicly traded companies and develop,
issue and market 144A private placement securities and
institutional-level structured products.
Mr. Mark Bentsen
Mark grew up in the oil and gas industry with
experience in drilling, completions and production with a focus on
contract drilling, production testing, drilling fluids, water
handling and treatment, bit manufacturing, artificial lift,
directional drilling and software development. With a Bachelor of
Business Administration from Acadia University with majors in
accounting and finance along with being a Varsity hockey player
Mark received the University's highest Academic and Athletic
Award.
From 1991 to 1998, Mark held increasing roles of
responsibility roles with ATCO Drilling/Akita Drilling including
Contracts Administrator, Contracts Manager and VP Corporate
Development. In 1998, founded Direction Plus and then took the
company public in 2000 and was subsequently renamed Cathedral
Energy Services. Cathedral Energy Services (CEO, President,
Director) from inception to retirement in 2013 and lead the
company's equipment development and expansion across North America
and completing multiple key acquisitions along the way while
returning significant equity returns for Cathedral shareholders.
Growth was largely organic and funded with minimal equity.
Mark was formerly a director of Patch
International, a former Heavy Oil play which was recently merged
with Stem Holdings, a real estate developer specializing in retail
and warehouse space for the cannabis industry. Presently Mark is a
Director, Investor and consultant to Petrosight Inc., a software
provider and developer for oil and gas operators. As well, Mark is
CEO and VP Sales and Marketing for Quantum Downhole Systems, a
leading provider of horizontal wellbore intervention
technologies.
Mr. Dale Oleksyn
Dale has worked successfully in the farm
equipment and automotive industry for over 35 years. While working
for the Case Corporation, Dale achieved the Top (number one) North
American Sales ranking for eight consecutive years. Highlights of
Dale's career include rebuilding and restructuring a farm equipment
dealership and an automotive dealership, which both became very
successful as a result.
In addition, Dale has contributed to his
community through two terms as a councillor on his local municipal
government and sat on numerous Boards. It was important to Dale
that during his terms on Council, the budget was not only balanced
but a surplus was realized.
Dale's plans for Robix include a focus on
profitability and to rebuild and restructure the company into a
revenue-based company. Dale believes Robix is on the precipice of
some great business arrangements to drive profit and please
shareholders. Dale sets goals and achieves them with a positive
attitude and plans to bring this drive to his new role with Robix.
As a major investor in Robix, in its early days as MLB Industries
Inc., Dale has a track record of commitment to this company.
About Robix:
The Corporation is an “industrial
products/technology” company, offering to investors a unique
opportunity to participate in a leading company in the business of
ownership of patents, and their development from commercialization
to worldwide expansion through various business
arrangements. Robix owns a Clean Ocean Vessel (“COV”)
patent, which is an oil spill recovery vessel design with the
capability to recover oil in rough and debris laden sea conditions.
Robix has recognized a worldwide market opportunity for effective
containment, recovery and disposal equipment, particularly in the
oil spill protection industry, and it proposes to develop a
business model as a service provider, and/or equipment provider
under licensing agreements with other industry participants,
wherein Robix will use its COV patented design solution.
For more information on this announcement, please contact:
David Kushniruk - Email: kdavid@sasktel.net
Additional Information Relating to
Public Broadcasts
The information contained in this release is
provided in accordance with Canadian securities laws applicable to
public broadcast solicitations. To the extent required by
applicable law, the Concerned Shareholders are relying on the
exemption under section 9.2(4) of National Instrument 51-102 –
Continuous Disclosure Obligations of the Canadian Securities
Administrators ("NI 51-102") to make this public
broadcast. The statements made in this press release are not made
by or on behalf of Robix or its management and, except as otherwise
stated herein, are made by the Concerned Shareholders.
The Concerned Shareholders collectively own, or
control or direct, directly or indirectly, 4,957,352 shares of
Robix, representing approximately 7.9% of the issued and
outstanding Robix shares. The Concerned Shareholders will bear all
costs and expenses associated with any solicitation of proxies,
including in connection with any requisitioned meeting to determine
the Board Changes (a "meeting"), however the
Concerned Shareholders intend to seek reimbursement from the
Corporation for expenses reasonably incurred in connection with any
such requisition and solicitation of proxies.
Any proxies solicited, including in connection
with a meeting, may be solicited by or on behalf of the Concerned
Shareholders, including by professional proxy solicitors which may
be retained by the Concerned Shareholders from time to time, and
such proxies may be solicited by way of public broadcast including
through press releases, speeches, or publications, as well as by
mail, telephone, e-mail or other electronic means or in person or
by any manner permitted by law. A proxy may be revoked by
instrument in writing executed by a shareholder or by his attorney
authorized in writing or, if the shareholder is a body corporate,
by an officer or attorney thereof duly authorized or by any other
manner permitted by law. If required by applicable law, any
reference herein to a solicitation of proxies includes the notice
and requisition referred to herein.
Information relating to the number of shares
beneficially owned, or controlled or director (directly or
indirectly) by the Nominees, as well as information relating to the
present principal occupation, business or employment of each
Nominee within five preceding years, not being within the knowledge
of the Concerned Shareholders, has been furnished to the Concerned
Shareholders by the respective Nominees and provided above under
the heading "Information Concerning the Nominees" together with the
province or state and country of residence of each Nominee. To the
knowledge of the Concerned Shareholders, none of the Nominees have
previously served as a director of Robix. Percentages reported
herein based on the total number of issued and outstanding shares
of Robix have been calculated based on the Corporation's total
number of issued and outstanding shares as disclosed by the
Corporation.
To the knowledge of the Concerned Shareholders,
except as noted below, no Nominee is, at the date hereof, or has
been, within 1O years before the date hereof: (a) a director, chief
executive officer or chief financial officer of any company
(including Robix) that: (i) was subject to a cease trade order, an
order similar to a cease trade order or an order that denied
the relevant company access to any exemption
under securities legislation, in each case that
was issued while the Nominee was acting in the
capacity as director, chief executive officer or
chief financial officer; or (ii) was subject to a cease trade
order, an order similar to a cease trade order or an order that
denied the relevant company access to any exemption
under securities legislation, in each case that was
issued after the Nominee ceased to be a director, chief executive
officer or chief financial officer and which resulted
from an event that occurred while that person was acting in
the capacity as director, chief executive officer or chief
financial officer; (b) a director or executive officer of any
company (including Robix) that, while such Nominee was acting in
that capacity, or within a year of such Nominee ceasing to act in
that capacity, became bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency or
became subject to or instituted any proceedings, arrangement
or compromise with creditors, or had a receiver, receiver manager
or trustee appointed to hold its assets; or (c) a bankrupt, made a
proposal under any legislation relating to bankruptcy or
insolvency, or became subject to or instituted any proceedings,
arrangements or compromise with creditors, or had
a receiver, receiver manager or trustee appointed to hold the
assets of such Nominee.
Mark Bentsen has been a director of Patch
International Inc. ("Patch") since January 2007 and continues to be
a director of Patch. The Alberta Securities Commission issued a
cease trade order against Patch on October 2, 2009 for failing to
make required annual continuous disclosure filings for its
financial year ended May 31, 2009. Between October 2009 and October
2015, Patch did not conduct any material business. On November 27,
2015, Patch filed an application for a full revocation of the cease
trade order which was granted by the Alberta Securities Commission
on April 20, 2016.
To the knowledge of the Concerned Shareholders,
no Nominee has been subject to: (a) any penalties or sanctions
imposed by a court relating to securities legislation, or by a
securities regulatory authority, or has entered into a settlement
agreement with a securities regulatory authority; or (b) any other
penalties or sanctions imposed by a court or regulatory body that
would likely be considered important to a reasonable securityholder
in deciding whether to vote for a Nominee.
None of the Concerned Shareholders or their
respective associates and affiliates and, to the knowledge of the
Concerned Shareholders, none of the Nominees or their respective
associates or affiliates, have any material interest, direct or
indirect, in any transaction since the commencement of the
Company's most recently completed financial year or in any proposed
transaction which has materially affected or would materially
affect the Company or its subsidiaries.
The registered address of Robix is located at
1000, 250 – 2nd Street S.W., Calgary, Alberta, T2P 0C1. A copy of
this press release may be obtained on the Corporation's SEDAR
profile at www.sedar.com.
No stock exchange or any securities regulatory
body has reviewed the contents of this news release.
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