Q. What is the Meeting About?

A. This is an Annual and Special Meeting of shareholders of GrowMax Resources Corp. and will be held at the offices of McCarthy Tétrault, 421 – 7th Avenue SW, Calgary, Alberta, on March 8th at 10:00 a.m. (Calgary time). The purposes of the meeting are to consider resolutions:

  1. To approve the proposed PrimaSea acquisition;
  2. To set the number of directors at six (6);
  3. To elect directors for the ensuing year who will act in the best interests of GrowMax;
  4. To appoint PricewaterhouseCoopers LLP as auditors for the ensuing year and to authorize the directors to determine the remuneration to be paid to the auditors;
  5. To approve a new equity incentive plan;
  6. To approve a new general by-law;
  7. To approve the advance notice by-law; and
  8. To approve the consolidation of the outstanding shares of the Corporation on the basis of six (6) pre-consolidation common shares for every one post-consolidation common share.
​Q. What does Management recommend?

Management is recommending shareholders vote FOR all resolutions and directors on the BLUE proxy:

  • FOR the proposed PrimaSea acquisition;
  • FOR the fixing of the number of directors at six (6);
  • FOR the election of our nominees as directors of GrowMax, namely Messrs. Carlos Lau, Ron Ho, Rakesh Kapur, Ross C. McCutcheon, John Van Brunt and Steven Paxton;
  • FOR the appointment of the PricewaterhouseCoopers LLP as auditors;
  • FOR the approval of the new equity incentive plan;
  • FOR the new general by-law;
  • FOR the advance notice by-law; and
  • FOR the consolidation of the outstanding shares of the Corporation.

Shareholders are further advised to discard any proxy received from the disgruntled individuals at BullRun Capital Inc. (“BullRun”).

Q. What is PrimaSea and how does the transaction benefit shareholders?

A. PrimaSea (through its subsidiary) is a producer of organic animal feed and crop nutrients, commercialized both domestically and internationally. PrimaSea holds the concessions for a vast deposit of lithothamnium and boasts a highly scalable production capacity and sales at low cost.

The PrimaSea transaction allows GrowMax access to a currently producing animal feed and crop nutrient organization, with proven harvesting, processing and sales capabilities. Latin America is a continuously growing market for these materials, with the opportunity for GrowMax to drive increased production and revenues alongside it. An application to double the current harvesting license is already underway – the first of many clear steps towards driving shareholder value.

Q. Are there any shareholders supporting the transaction?

A. Each director of GrowMax has signed a support agreement in favour of the Primasea acquisition and 32% of shareholders, including the Board, have indicated their support of the Primasea acquisition.

Q. What will be the changes to GrowMax’s Board if the transaction is approved?

A. Pursuant to a share purchase agreement, upon completion of the PrimaSea acquisition the GrowMax Board will consist of seven directors, the following three of whom will be appointed by the vendors under the acquisition: Roger Downey, Paulo C. de Gouvêa and Eduardo Marinho Christoph.

Q. Has GrowMax received a third-party opinion regarding the PrimaSea transaction?

A. The GrowMax Board has received an opinion letter from GrowMax’s financial advisor, Bordeaux Capital Inc., that the exchange basis for the PrimaSea acquisition is fair to GrowMax. (See Appendix J in the Management Information Circular for the full Bordeaux Capital opinion.)

Q. Why should I support GrowMax and vote the BLUE proxy?

A. 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 of PrimaSea, to build value for all shareholders, over BullRun’s nominees with a hidden agenda and no plan.

The current Board, with a combined 100+ years of experience in the fertilizer and agriculture industries, has implemented its strategy to maximize shareholder value during a period of slumping commodity prices.  In addition to lowering costs and delaying development of GrowMax’s projects in Peru, we announced a plan to leverage GrowMax’s strong cash position and Board expertise to consolidate organic animal feed supplement and plant nutrient assets in Latin America – one of the fastest growing markets for fertilizer products in the world.

As recently announced, GrowMax has signed a share purchase agreement to acquire PrimaSea (the “SPA”), which through its subsidiary is an established Brazilian producer of premium organic animal feed and plant nutrient products based on lithothamnium. Under the terms of the SPA, GrowMax will acquire all of the issued and outstanding shares of PrimaSea in exchange for common shares of GrowMax representing 50% of the issued and outstanding GrowMax shares.

This transaction will expand the GrowMax’s footprint in Latin America, provide access to a global high-value market, increase GrowMax’s cashflow, and provide a platform for future accretive transactions.

By voting FOR the PrimaSea acquisition and FOR management’s nominees on the BLUE proxy shareholders can ensure that we can move forward with GrowMax’s strategic plan to consolidate assets in Latin America and to build value for all shareholders.

 

​Q. How will my BLUE Proxy be voted?

A. If no specification is provided on the BLUE Proxy Form, your shares will be voted as follows:

  • FOR the fixing of the number of directors at six (6);
  • FOR the election of our nominees as directors of the Corporation, namely Messrs. Carlos Lau, Ron Ho, Rakesh Kapur, Ross C. McCutcheon, John Van Brunt and Steven Paxton;
  • FOR the appointment of PricewaterhouseCoopers LLP, Canada as auditors;
  • FOR the proposed PrimaSea acquisition;
  • FOR the approval of the equity incentive plan;
  • FOR the new general by-law;
  • FOR the advance notice by-law; and
  • FOR the consolidation of the outstanding shares of the Corporation.

Questions or Assistance Needed?

Contact Kingsdale Advisors, at 1.866.581.1479 toll-free in North America; or via email at contactus@kingsdaleadvisors.com.

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