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 Thursday, October 4, 2018 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?

A. 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.

To learn more about the benefits of the PrimaSea transaction, click here.

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. Who is BullRun and why are they seeking to reconstitute the Board?

A. 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.

The nominees that BullRun intends to put forward are not additive and do not enhance the Board.  None of BullRun’s nominees have the depth of experience or independence of GrowMax’s existing and proposed directors or any experience in the fertilizer or agriculture industry in Latin America, which are GrowMax’s target industries.

The Company is concerned that Malhi and his hand-picked nominees have a hidden agenda for GrowMax, possibly using GrowMax’s strong cash position to engage in self-serving transactions involving companies in which BullRun has an interest.

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. Who is soliciting my Proxy?

A. The Board of Directors and management of GrowMax Resources are soliciting the BLUE Proxy for use at the Meeting. In connection with this solicitation, the Board of Directors and management of GrowMax have provided the circular and retained Kingsdale Advisors (“Kingsdale”) to assist with these efforts. Shareholders should discard any Proxy they receive from BullRun.

Q. How will the solicitation be made?

A. The solicitation will be made primarily by mail. In addition to the solicitation of proxies by mail, directors and officers and certain employees of GrowMax may solicit proxies personally, by telephone or other telecommunication but will not receive additional compensation for doing so. GrowMax has engaged Kingsdale as a strategic shareholder and proxy solicitation advisor. Kingsdale can be reached by telephone, toll-free in North America at 1-866-581-1479 or at 416-867-2272 outside of North America (collect call) or by email at contactus@kingsdaleadvisors.com.

Q. What if I can’t attend the Meeting in person?

A. If you cannot attend the Meeting in person please ensure your BLUE Proxy is received either by GrowMax’s strategic shareholder advisor, Kingsdale, or GrowMax’s transfer agent, Computershare Trust Company of Canada, by 10:00 a.m. (Calgary time), being 12:00 p.m. (Toronto time), on Tuesday, October 2, 2018 to ensure that as large a representation as possible may be had at the Meeting. The BLUE Proxy includes instructions as to how you may vote by phone or via the internet. The Chair of the Meeting may waive or extend this cut-off time at his discretion without notice.

Q. What documents have been sent to shareholders?

A. In addition to the Management Information Circular, shareholders have been sent a Letter to Shareholders and a BLUE Proxy or Voting Instruction Form (the “Meeting Materials”). Copies of these documents are available under GrowMax’s profile at www.sedar.com and on GrowMax’s website at www.growmaxcorp.com.

Q. Who is entitled to vote at the Meeting?

A. Only shareholders of record at the close of business on August 20, 2018 are entitled to receive notice of and vote at the Meeting.

Q. What proxy or Voting Instruction Form should I use?

A. Use ONLY the BLUE Form of Proxy or Voting Instruction Form to vote for GrowMax’s Director Nominees. Discard any proxy that you receive from BullRun.

Q. When must my shares be voted by?

A. Shares must be voted prior to 10:00 a.m. (Calgary time), being 12:00 p.m. (Toronto time), on Tuesday, October 2, 2018. If you are mailing a signed BLUE Form of Proxy or Voting Instruction Form, please ensure that it arrives before this time. It is suggested that shareholders vote online or by telephone to prevent delays that may result in your vote not being received in time.

Q. How many shares are eligible to vote?

A. The number of common shares outstanding and eligible to vote at the Meeting as of the Record Date, August 20, 2018, is 213,925,645. Each common share carries the right to one vote and all common shares may be voted at the Meeting.

Q. Are there any shareholders who hold more than 10% of the Shares?

A. To the knowledge of the directors and senior officers of GrowMax, there are two beneficial owners or persons exercising control or direction over voting securities carrying more than 10% of the voting rights attached to the voting securities of GrowMax. These are Kisan International Trading FZE, holding 31,217,500 shares (or 14.59% of the outstanding shares) and BullRun/Malhi, holding 26,158,500 shares (or 12.23% of the outstanding shares).

Q. Who will count the votes?

A. Votes will be tabulated by Computershare Trust Company of Canada, GrowMax’s transfer agent.

Q. What if I already voted on another Proxy or Voting Instruction Form?

A. Even if you have already voted using a dissident proxy or voting instruction form, you have every right to change your vote. Simply vote the BLUE form of proxy or voting instruction form and it will replace your earlier vote.

Q. How do I appoint someone else to vote for me?

A. The persons named in the accompanying form of BLUE Proxy or Voting Instruction Form are officers or directors of GrowMax. If you wish to appoint a person other than the names that appear, then strike out those printed names appearing on the BLUE Form of Proxy and insert the name of your chosen proxyholder in the space provided or submit another appropriate Form of Proxy permitted by law. Send or deliver the completed BLUE proxy to the offices of Computershare Trust Company of Canada before the above-mentioned deadline. If you appoint a non-management proxyholder, please make them aware and ensure they will attend the Meeting for the vote to count.

​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.
Q. What if I want to change my vote or revoke my Proxy or Voting Instruction Form?

A. Registered shareholders of the Corporation may revoke their Proxy:

a)    by depositing an instrument in writing signed by the registered shareholder, or by the registered shareholder’s attorney duly authorized in writing, at the head office of GrowMax, 33 Bloor Street E., 5th Floor, Toronto, ON M4W 3H1 on or before the last business day preceding the day of the Meeting, or any adjournment thereof, or with the Chair of the Meeting on the day of the Meeting, or any adjournment thereof; or

b)   in any other manner permitted by law.

Registered shareholders may change their vote by sending a new BLUE Proxy prior to the cut off time to revoke their vote. The latest Proxy will be the only one that is valid.

Non-registered shareholders may revoke their voting instructions before they are acted on. To revoke your voting instructions, send new instructions to your broker or intermediary prior to their cut off time. The latest instructions will be the only valid instructions.

Q. Who should I contact for more information or assistance in voting my shares?

A. If you have any questions or require more information with respect to voting at the Meeting, please contact GrowMax’s strategic shareholder and proxy solicitation advisor, Kingsdale Advisors, by telephone at 1-866-581-1479 (toll free within North America) or 416-867-2272 (outside of North America), or by email at contactus@kingsdaleadvisors.com.

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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