GrowMax Resources Corp. (the “Company” or “GrowMax”) (TSX-V: GRO) announced it will defend the lawsuit started on October 1 by BullRun Capital Inc. and Kulwant Malhi (collectively, the “Dissidents”). GrowMax is filing with the Court its own application to have the Court order the Dissidents and their board nominees to disclose accurate and complete information about their proposed dividend scheme and nominations. Pending the hearing of the two applications which GrowMax is seeking to have heard together, the October 4 shareholders meeting (the “Meeting”) will be postponed until a later date is agreed to by the Court.
"I am disappointed that this is where we are today,” said GrowMax CEO and President Stephen Keith. “We have attempted to focus on facts and provide shareholders with the ability to make well informed decisions. Sadly, rather than answering some very simple questions in order to provide adequate disclosure for shareholders to make appropriate decisions, BullRun has taken us down this path of litigation which we must now defend.”
GrowMax believes that the Dissidents’ litigation confirms that they plan to distract the attention of shareholders from gaps and misleading statements in their disclosure record. It is likely to result in a further postponement of the Meeting. All of this could have been avoided had the Dissidents simply answered GrowMax’s Board of Directors (the “Board”) questions about the Dissident’s dividend scheme and corrected their disclosure.
The Board does not welcome the Dissidents’ litigation but now that the Company has been drawn into litigation, it will fight for the additional disclosure that shareholders need and that the Company asked the Dissidents to voluntarily make last month. The Dissidents have attacked the Company’s advance notice by-law which was passed on July 26, 2018 in order to improve corporate governance and protect shareholders from last-minute surprise situations like this one. Such by-laws are routinely adopted by North American companies.
“We have no choice but to respond to the lawsuit and continue with an effort to correct the disclosure around the dividend scheme and nominations by asking a court to require it so that shareholders can ultimately vote at their meeting on full and complete information,” Mr. Keith added.
For more information, please contact:
Executive Vice President, Communication Strategy
Direct: +1 (416) 867-2333
Cell: +1 (647) 621-2646
Email: email@example.com ]
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.