Dear GrowMax Shareholder:
GrowMax Resources Corp. announces the postponement of its annual and special meeting of Shareholders (the "Meeting") originally scheduled for Tuesday, September 25, 2018 to October 4, 2018.
(For more information about the postponement, please read our September 24 Press Release).
This is an important meeting at a critical moment of GrowMax’s history.
At the Meeting, shareholders will be asked to consider and vote upon a number of items of business, including the proposed acquisition (the “Proposed Acquisition”) of PrimaSea Holdings Ltd. (“PrimaSea”) which, through its wholly-owned subsidiary — Fertimar Mineração e Navegação Ltda. (“Fertimar”) — is an established producer of lithothamnion based premium organic animal feed and plant fertilizer products.
Under the terms of a share purchase agreement, GrowMax will acquire all of the issued and outstanding shares of PrimaSea in exchange for common shares of GrowMax which will represent 50% of the issued and outstanding shares of GrowMax (213,925,645 Common Shares). This represents a value of approximately $0.15 per GrowMax share based on GrowMax’s projected cash reserves at closing of $32.5 million, or an approximate 30% premium over GrowMax’s 60-day volume weighted average price.
We are confident that that the Proposed Acquisition, will drive value both today and over the long term. GrowMax has already received support from over 32% of its shareholders who believe that the Proposed Acquisition is in the best interest of all stakeholders.
We encourage shareholders to vote FOR the Proposed Acquisition on your BLUE proxy.
To learn more about this truly transformative transaction, read our "Benefits of the PrimaSea Transaction" section.
Be Warned - Short-Term Investor Putting Your Investment at Risk
Unfortunately, a self-interested short-term activist is seeking to put the Proposed Acquisition and its upside opportunity at risk.
BullRun Capital Inc. (“BullRun”), has launched a campaign to take control of the Board at the Meeting. BullRun — who has only been an investor in GrowMax for about a year — is led by a former member of the Royal Canadian Mounted Police, Kulwant Malhi (“Malhi”). Malhi first approached management on January 12, 2018 wanting to discuss his recent investment and his “deal flow” but has never proposed any specific deals and, to date, has not indicated any plans or proposals for GrowMax going forward.
We strongly believe that adding any of BullRun’s nominees to the Board would jeopardize corporate assets, reduce or destroy value and not be in the best interests of Growmax’s shareholders.
Protect Your Investment – Vote Your BLUE Proxy to Keep GrowMax on the Right Track
At the Meeting, shareholders will have a clear choice before them: A skilled independent board executing on a plan, including GrowMax’s proposed transformational acquisition, to build value for all shareholders, over an inexperienced board with a hidden agenda and no plan.
By voting FOR the Proposed Acquisition and FOR management’s nominees on the BLUE proxy you can ensure that GrowMax can move forward with its strategic plan to consolidate assets in Latin America and to build value for all shareholders.
Voting is now open. Becoming a voter is fast and easy. Follow the instructions on the BLUE Proxy or Voting Information Form included in this package.
Don’t wait. The last day to vote is Tuesday, October 2, 2018 at 10:00 a.m. (Calgary time), being 12:00 p.m. (Toronto time). If you have questions or need help voting contact Kingsdale Advisors at 1-866-581-1479 or email@example.com. There is a team standing by to help.
President & Chief Executive Officer
GrowMax Resources Corp.