GrowMax Resources Corp. (the “Company” or “GrowMax”) (TSX-V: GRO) announces that the Company is waiting for BullRun Capital to provide accurate and complete information about its proposed dividend scheme and nominations ahead of GrowMax’s annual and special meeting of shareholders (the “Meeting”).
On September 24, 2018, the Company announced the postponement of the Meeting to October 4, 2018, as a result of BullRun’s press release of September 18, 2018 describing its intention to declare a dividend if BullRun’s board nominees are elected (the “BullRun Press Release”) at the Meeting.
The BullRun Press Release does not sufficiently explain BullRun’s intention to seek shareholder approval before proceeding with the dividend, fails to adequately address corporate law tests that must be satisfied before a dividend can be declared and paid, and does not disclose the risks that the dividend proposal would create for GrowMax under the share purchase agreement. The proposed dividend also brought to the Company’s attention what appear to be inaccurate and false statements in BullRun’s August 20, 2018 Advance Notice material regarding the independence of BullRun’s board nominees.
Subsequently, on September 26, 2018 the Company, on the advice of its advisors, sent a letter to BullRun with questions about the proposed dividend so that, when the answers are received, shareholders can be appropriately informed. The Company has asked BullRun to reconstruct and disclose the events leading to the announcement of the dividend proposal on September 18.
BullRun’s latest press release of September 27, 2018 does not provide the information the Company requested. Its lack of detail validates GrowMax’s initial concerns and reinforces the need for a comprehensive chronology of steps BullRun took. The Company has requested BullRun to provide the Company with responses by end of business day on September 28, 2018 and will update shareholders as appropriate.
“Postponing the meeting wasn’t anyone’s first choice. But when BullRun announced its dividend scheme only three days before the voting deadline, we and our advisors took the necessary time to look at the materials and concluded that BullRun’s disclosures were inaccurate and insufficient,” said GrowMax CEO and President Stephen Keith.
“The Board’s actions have been measured. We have not cancelled the meeting and have not disallowed any votes. Our Board of Directors has simply decided to delay the meeting in order to allow BullRun some time to provide shareholders with complete and accurate information. Shareholders have the right to be fully-informed before the postponed meeting.”
GrowMax Releases New Video Showcasing PrimaSea
GrowMax has released a new video showcasing PrimaSea and its assets. The video, produced in September 2018, shows PrimaSea’s working ship excavating lithothamnion from the ocean floor and the materials being offloaded and transported to PrimaSea’s facilities.
“Since we announced the PrimaSea acquisition, BullRun has been spreading misleading information about the transaction,” said Mr. Keith. “We’ve released this video to help correct the misleading statements made by BullRun. As the video shows, PrimaSea’s ship is in good working condition and helping the Company produce revenue.”
Shareholders are encouraged to vote only their BLUE Proxy “FOR” the PrimaSea acquisition and “FOR” all of management’s qualified and experienced director nominees well in advance of the new deadline on Tuesday October 2, 2018 at 10:00 a.m. (Calgary time), being 12:00 p.m.(Toronto time).
Shareholders are asked to vote online at www.proxyvote.com to ensure votes are received in a timely manner. If you have already voted using another proxy, you may vote again on the BLUE Proxy. The later dated BLUE Proxy will count as it supersedes any previously given proxy.
If you have already voted your BLUE proxy, there is no need to take further action.
For more information, please contact:
Executive Vice President, Communication Strategy
Direct: +1 (416) 867-2333
Cell: +1 (647) 621-2646
Forward Looking Information
Certain statements contained in this news release may constitute “forward-looking information” as such term is used in applicable Canadian and US securities laws. Any information or statements contained herein that express or involve discussions with respect to predictions, expectations, plans, projections, objectives, assumptions or future events should be viewed as forward-looking information. Such information relate to analyses and other information that are based upon forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Such forward-looking information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of GrowMax to be materially different than those results, performance or achievements expressed or implied by such forward-looking information.
Forward‐looking information is based on management’s beliefs, expectations, estimates and opinions on the date statements are made and GrowMax undertakes no obligation to update forward-looking information and whether the beliefs, expectations, estimates and opinions upon which such forward-looking information is based has changed, except as required by applicable law.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE RELEASE.