VANCOUVER, Sept. 21, 2018 /CNW/ - Concerned shareholders,
Kulwant Malhi and BullRun Capital
Inc. (the "Concerned Shareholders") of GrowMax Resources
Corp. (the "Corporation" or "GrowMax") (GRO:TSX.V)
are pleased to announce overwhelming support for change at the
upcoming special and annual meeting (the "Meeting") of
GrowMax shareholders ("Shareholders") scheduled for
10:00 a.m. (Calgary Time) on
September 25, 2018.
As of the cut-off today, the Concerned Shareholders are pleased
to announce that they have deposited all YELLOW proxies received
with the Corporation and that the number of Shareholders who
delivered proxies in support of the Concerned Shareholders is
greater than the "over 32%" purported number disclosed in GrowMax's
information circular as supporting the incumbent board. The
Concerned Shareholders thank Shareholders for their support.
Management Refuses to Cooperate on Meeting Protocol and
Desperate Tactics
The Concerned Shareholders requested, well in advance of the
Meeting, that in the interests of fairness and transparency to
Shareholders, current GrowMax management ("Management")
agree to a number of protocols and procedures for the Meeting,
including:
- the opportunity to inspect proxies before the Meeting;
- a request for an agenda for the Meeting outlining the proposed
activities with respect to ballots and voting procedures, as well
as a copy of the ballots to be used at the Meeting;
- the opportunity to be informed of any proposed determinations
by the chair of the meeting (the "Chairman") with respect to
the acceptability or non-acceptability of any proxies for voting at
the Meeting; and
- most importantly Management's cooperation in appointing a
mutually acceptable independent Chairman to preside over the
Meeting.
In a letter to the Concerned Shareholders legal counsel
dated September 18, 2018, GrowMax's
legal counsel refused to acknowledge and ignored almost all of the
Concerned Shareholders' requests for cooperation.
Even more concerning is the fact that Management and their proxy
advisory firm, are continuing to solicit proxies, without any
public announcement of an extension of the proxy voting deadline.
The Concerned Shareholders observe that with the passing of the
proxy cut-off date, any voting after the deadline could lead to the
proxy not being counted unless Management, in their sole discretion
decides to waive the cut-off.
Management's unscrupulous attempt to solicit votes without
announcing any extension to the voting deadline is consistent with
their clear distaste for good corporate governance.
Management's track record of poor governance includes, but is
not limited to:
- awarding excessive salaries to directors and officers for poor
performance;
- failing to disclose the PrimaSea transaction in accordance with
Canadian securities law;
- proposing to enter into a transaction that would see directors
and officers holding nearly 60% of the Corporation's outstanding
shares; and
- attempting to adopt an advance notice by-law that gives the
Corporation the sole discretion to dismiss any potential
shareholder nominees.
Management's latest attempt to further entrench themselves and
the current board of directors should come as no surprise to
Shareholders.
Revoke the Blue Proxy, Vote the Yellow Proxy
The Concerned Shareholders encourage all Shareholders who voted
a blue proxy to REVOKE THEIR BLUE PROXY before 10:00 a.m. (Calgary Time) on September 25, 2018. Although the proxy
voting deadline has passed, you can still withdraw your support for
Management by revoking your earlier submitted blue proxy.
More information is available at
www.laurelhill.ca/abetter-growmax. By REVOKING YOUR BLUE
PROXY you will be WITHDRAWING your support for:
- a highly-dilutive transaction that will result in the handover
of nearly 60% of your company to GrowMax directors and
officers;
- the re-election of a board that has destroyed shareholder value
in favour of their own self-interest;
- the adoption of a new equity incentive plan that will further
increase the shareholdings of directors and officers and further
dilute your interest in the Corporation;
- the adoption of an advance notice by-law that gives the board
of directors the sole discretion to dismiss your shareholder
nominees; and
REVOKE YOUR BLUE PROXY and support the new Concerned
Shareholder nominees who will rejuvenate the GrowMax board of
directors and take the Corporation in a new direction that will
eliminate wasteful spending and maximize shareholder value.
Shareholders who have not voted as of yet and want to support
the Concerned Shareholders, can still vote using the YELLOW proxy
which may be accepted in the event that management waives the
cut-off.
SOURCE BullRun Capital Inc.