- The Concerned Shareholders express disappointment with
GrowMax's desperate delay tactics to undermine the rights of
Shareholders - Stop Management entrenchment. Let the
voices of Shareholders be heard.
- Vote the YELLOW proxy by October 2,
2018 at 8 a.m. (Calgary time).
VANCOUVER, Oct. 1, 2018 /CNW/ - Concerned shareholders,
Kulwant Malhi and BullRun Capital
Inc. (the "Concerned Shareholders") of GrowMax Resources
Corp. (the "Corporation" or "GrowMax") (GRO: TSX.V)
today announced that they have filed an
originating application to the Alberta Court of Queen's Bench (the
"Court") asking the Court to declare that GrowMax's advance
notice by-law (the "By-Law") is invalid, so that
Shareholders are given the opportunity to vote for the Concerned
Shareholder Nominees at the special and annual meeting (the
"Meeting") of GrowMax shareholders (the
"Shareholders") currently scheduled for October 4, 2018.
Concerned Shareholders Make Court Application to Let
Shareholder Democracy Prevail
In light of certain actions by GrowMax management
("Management") and the incumbent board (the "Board"),
which includes postponing the original meeting on less than 24
hours notice and attempting to exclude the Concerned
Shareholder nominees for purported "non-compliance" with the
By-Law, the Concerned Shareholders believe it is in the best
interests of all Shareholders to ask the Court to strike down the
By-Law so that Management does not deprive Shareholders of their
right to elect nominees of their choice to the board of
directors.
The Concerned Shareholders have also asked the Court to declare
that the chair of the Meeting be independent of both GrowMax and
the Concerned Shareholders to ensure that the Meeting takes place
with integrity and that Shareholders are not inconvenienced or
disenfranchised at the Meeting. Management and the Board's
latest actions show that they cannot be trusted to act in the best
interests of ALL Shareholders and a fair process at the Meeting is
questionable if they are allowed to chair the Meeting.
To ensure that the Board and Management do not further engage in
any actions adverse to the interests of Shareholders and the
Corporation, the Concerned Shareholders are also seeking:
- a Court Order declaring that, for the purposes of the Meeting,
only those shareholders who were (i) shareholders of GrowMax as of
the close of business on August 20,
2018 (the record date); and (ii) represented by proxies
submitted by 10:00 a.m. MST on
September 21, 2018 be permitted to
vote at the Meeting;
- a Court Order declaring that GrowMax has contravened subsection
132(ii) of the Business Corporations Act (Alberta) ("ABCA") for failing to hold
the Meeting within 15 months of the most recent shareholders'
meeting;
- a Court Order declaring that Management and the Board have
engaged in conduct that is oppressive of, unfairly prejudicial to,
and/or unfairly disregards the interests of the Concerned
Shareholders and other Shareholders pursuant to s. 242 of the
ABCA;
- a Court Order declaring that Management and the Board have
failed to act in compliance with their obligations as directors and
officers of GrowMax pursuant to section 248 of the ABCA, including
(i) in connection with the calling and postponement of the 2018
Meeting and (ii) in the negotiation and proposed approval of
GrowMax's proposed acquisition of PrimaSea Holdings Ltd.; and
- a Interim Order enjoining the Board and Management from
soliciting any proxies or taking any actions outside of the normal
course of business until further order of the Court which includes
enjoining the Board and Management from (i) issuing any additional
shares in GrowMax other than pursuant to existing obligations; (ii)
making any payment to any director or member of Management other
than for their regular incremental salary; (iii) transferring any
funds from any account of GrowMax for any reason other than for
payables incurred in the normal course of business; (iv) making,
amending or repealing any bylaws of GrowMax; and (v) entering into
any material transaction, including but not limited to GrowMax's
proposed acquisition of PrimaSea Holdings Ltd.
The Concerned Shareholder's Respond Again to Management's
Disclosure Requests
In a clear illustration of Management's intent to deprive
Shareholders of their right to vote for the Concerned Shareholder
nominees, Management has stated that in order to comply with their
yet to be approved By-Law the Concerned Shareholders reconstruct,
and provide Management with, a comprehensive chronology of events
that lead to the decision to announce the $0.075 dividend on September 18, 2018. Management has also requested
that the Concerned Shareholders disclose private communications to
Management..
The Concerned Shareholders believe this request is completely
unreasonable and without basis. Management's latest request is
wholly unrelated to the matters to be decided upon at the Meeting
and it is apparent that this is only an attempt to form a basis to
disqualify the YELLOW proxies due to the lack of support that
Management and the Board have received.
Vote Yellow
As the proxy cut-off deadline has been extended to 8:00 a.m. (Calgary Time) on October 2, 2018, the Concerned Shareholders
encourage all Shareholders to read the Concerned Shareholders'
meeting materials, which are available at
www.laurelhill.ca/abetter-growmax, and urge Shareholders to vote
only the YELLOW proxy. By voting only the YELLOW
proxy, Shareholders will be voting:
- AGAINST a highly-dilutive transaction that will result
in the handover of 60% of your company to GrowMax directors and
officers;
- AGAINST the re-election of a board of directors that has
destroyed shareholder value in favour of their own
self-interest;
- AGAINST 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;
- AGAINST the adoption of an advance notice by-law that
gives the board of directors the sole discretion to dismiss
your shareholder nominees;
FOR 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 should discard any blue proxy they may
receive and should vote only their YELLOW proxy well in
advance of the proxy voting deadline. We urge Shareholders to vote
prior to October 2, 2018 at
8:00 a.m. (Calgary time), to ensure that all YELLOW
proxies will be deposited in a timely manner.
Due to the essence of time, Shareholders are asked to vote
online or by telephone by following the instructions found on the
YELLOW proxy to ensure votes are received in a timely
manner.
IF YOU HAVE ALREADY VOTED USING MANAGEMENT'S BLUE PROXY, YOU
CAN STILL SUPPORT THE CONCERNED SHAREHOLDERS BY VOTING THE YELLOW
PROXY. THE LATER DATED PROXY WILL SUPERSEDE.
If you have already voted using the YELLOW proxy, there is no
need to take further action and the Concerned Shareholders would
like to thank you for your support to move GrowMax in a positive
direction.
Remember every vote counts to protect your investment.
Regardless of the number of shares you own, please vote your
YELLOW proxy today.
Questions and requests for assistance may be directed to the
Concerned Shareholders' Proxy Solicitor:
Laurel Hill Advisory Group
North America Toll Free:
1-877-452-7184
Outside North America:
1-416-304-0211 (collect)
Email: assistance@laurelhill.com
SOURCE BullRun Capital Inc.