TORONTO, March 22, 2023 /CNW/ - Betty Anne Millar has filed a notice (the "Notice") with Sernova Corp. (TSX: SVA) (OTCQB: SEOVF) ("Sernova" or the "Company") for the nomination of two highly experienced independent directors to be elected to the board of Sernova at the annual general meeting to be held on April 27, 2023 (the "Meeting"). Mrs. Millar, together with joint actors (the "Group of Shareholders"), holds directly and indirectly an aggregate of 35,789,615 shares, representing approximately 12% of the Company's issued and outstanding common shares of Sernova,
Notice of Nomination by a Nominating Shareholder of Persons for Election as Directors (CNW Group/The& Group& of& Shareholders& of& Sernova& Corporation)
Dr Steven Sangha - CV (CNW Group/The& Group& of& Shareholders& of& Sernova& Corporation)
Mrs. Millar's proposed slate of director nominees are Dr. Steven Sangha and Mr. Bertram von Plettenberg (the "Nominees"). Mrs. Millar has filed the Notice in accordance with the Company's advance notice by-law (By- Law No. 3). Mrs. Millar held 4.35 million common shares in Sernova as of the Meeting's record date, March 8, 2023. A copy of the Notice is attached.
The Group of Shareholders consists of joint actors Mrs. Millar, Dr. Steven Sangha, Mr. von Plettenberg, Stephan Dubreuil, Tomas Angel, and Garry Deol.
The Group of Shareholders has been in discussions with the current CEO and Chairman of Sernova to communicate their desire to have Nominees on the circular for the Meeting.
The Group of Shareholders is seeking to strengthen the Board of Directors and improve Sernova's positioning within a very competitive environment. Dr. Sangha and Mr. von Plattenberg will provide capital market and business execution experience, guidance to accelerate the progress of different research and clinical initiatives as well as improve the company's profile with better promotion and investor relations, all the while being vigilant on costs and the capital share structure.
Mrs. Millar said "I have been a shareholder of Sernova Corp. since March 1, 2014. I am delighted to have the opportunity to nominate Dr. Steven Sangha and Mr. Bertram von Plettenberg for election as directors of Sernova at the upcoming annual general meeting. Both Mr. von Plettenberg and Dr. Steven Sangha are passionate shareholders of Sernova and are in touch with the company's shareholders. They both are deeply knowledgeable about the concerns of their fellow shareholders. Dr. Sangha and Mr. von Plettenberg look forward to becoming directors of Sernova to provide their knowledge and guidance to assist Sernova to reach its full potential for the benefit of all of its stakeholders."
The Group of Shareholders has acted amicably, in good faith and in compliance with all relevant statutory regulations and company by-laws. Given the low level of share ownership by the current directors, the Group of Shareholders believes that a stronger shareholder voice on the board is necessary to ensure the concerns of shareholders are communicated and actioned as appropriate.
Dr. Sangha and Mr. von Plettenberg are also both long-time and significant Sernova shareholders, having become shareholders in 2015 and 2016 respectively. Dr. Sangha holds over 12 million shares in Sernova and Mr. von Plettenberg holds approximately 1.6 million shares. They would bring this perspective to the board when considering what is in the overall best interests of Sernova.
Dr. Sangha and Mr. von Plettenberg's addition to the Sernova board will assist the Company considerably to realize its full potential. Their resumes are included in the Notice, which is attached.
Certain information about each Nominee is set out below.
Dr. Sangha
Name and Age: Steven Sangha (52 years old)
Business address: 101 – 12465 Harris Road, Pitt Meadows, BC V3Y 2J5
Residential address: 10460 Granville Avenue Richmond, BC V6Y 1R4
Current Principal Occupation or Employment and Principal Occupation or Employment within the Five Preceding Years: Dentist (Dr Steven Sangha Inc). Dr. Sangha is an experienced and successful investor, executive and corporate director. He has extensive experience investing with start ups and early stage companies like Sernova and has focused on biotechnology companies, among other areas. A successful medical entrepreneur in the dentistry field, Dr. Sangha also has experience working with pharma/biotechnology companies undertaking clinical trials and engaging with the necessary regulatory processes.
Dr. Sangha has confirmed he will comply with the Company's Corporate Policies and Guidelines. Dr. Sangha is "independent" of the company within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 Audit Committees.
Number of Sernova Common Shares Directly and Indirectly Owned or Controlled: 12,288,900 as of the Meeting's record date, March 8, 2023.1
Position with the Company, Proposed Office and Term: Proposed Director. Upon appointment at the Meeting he will serve as a director for a term expiring at the next annual general meeting.
Mr. von Plettenberg
Name and Age: Bertram von Plettenberg (67 years old)
Business and Residential: address Glorihoechi 4 6403 Kuessnacht a. R. Switzerland
Current Principal Occupation or Employment and Principal Occupation or Employment within the Five Preceding Years: Investor and business consultant (self-employed and CMF – Consulting, Management & Finance AG). Mr. von Plettenberg has significant corporate planning, financing and M&A expertise. Mr. von Plettenberg worked closely with Sernova's leadership in 2020-2021 to develop the Company's first comprehensive financial plan and helped Sernova engage with a large U.S. medical- technology corporation regarding a potential partnership.
Mr. von Plettenberg has confirmed he will comply with the Company's Corporate Policies and Guidelines. Mr. von Plettenberg is "independent" of the company within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 Audit Committees.
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1 Includes 6,891,700 common shares held by Dr. Sangha directly, 4,500,000 common shares beneficially controlled by Dr. Sangha through Dr Steven Sangha Inc., a BC corporation Dr. Sangha controls, and 897,200 shares beneficially controlled by Dr. Sangha on behalf of Karen Dahri.
Number of Sernova Common Shares Directly Owned or Controlled: 1,576,600 as of the Meeting's record date, March 8, 2023.
Position with the Company, Proposed Office and Term: Proposed Director. Upon appointment at the Meeting he will serve as a director for a term expiring at the next annual general meeting.
The Group of Shareholders is not soliciting proxies in connection with the Meeting at this time. The Group of Shareholders is acting jointly and in concert.
Dr. Sangha and Mr. Dubreuil have retained Kushneryk Morgan LLP (kmcounsel.ca) as legal counsel.
Additional Information Regarding Early Warning 2
In connection with the dissemination of this news release and the filing of the Notice, the Group of Shareholders determined that they were working "jointly or in concert" with respect to their efforts to have the Nominees nominated pursuant to the Notice.
As at the date of this news release, Mrs. Millar holds direct ownership and control over an aggregate of 4,008,700 common shares of the Issuer; Dr. Sangha holds direct and indirect ownership and control over an aggregate of 12,288,900 common shares of the Issuer;3 Mr. von Plettenberg holds direct ownership and control over an aggregate of 1,576,600 common shares of the Issuer; Mr. Dubreuil holds direct and indirect ownership and control over an aggregate of 670,275 common shares of the Issuer;4 Mr. Angel holds direct ownership and control over an aggregate of 14,900,000 common shares of the Issuer; and Mr. Deol holds direct ownership and control over an aggregate of 2,345,140 common shares of the Issuer.
Information in Support of Public Broadcast Solicitation
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. In connection with the meeting, the Group of Shareholders may file a dissident information circular in due course in compliance with applicable securities laws.
The information contained herein, and any solicitation made by the Group of Shareholders in advance of the Meeting, is or will be, as applicable, made by the Group of Shareholders and not by or on behalf of the management of Sernova. All costs incurred for any solicitation will be borne by the Group of Shareholders, provided that, subject to applicable law, the Group of Shareholders may seek reimbursement from Sernova of the Group of Shareholders' out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of Sernova's board of directors. The Group of Shareholders is not soliciting proxies in connection with a general meeting of shareholders of the Company at this time.
The Group of Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Group of Shareholders. Any proxies solicited by or on behalf of the Group of Shareholders, including by any other agent retained by the Group of Shareholders, may be solicited pursuant to a dissident information circular or by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under Canadian corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.
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2 Information as to the securities of Sernova beneficially owned or controlled, or directed, directly or indirectly by the Nominees and the other members of the Group of Shareholders, not being within the knowledge of Mrs. Millar, has been furnished by such persons as of the date of this notice and reflects securities owned or controlled as at the date hereof.
3 Includes 6,891,700 common shares held by Dr. Sangha directly, 4,500,000 common shares beneficially controlled by Dr. Sangha through Dr Steven Sangha Inc., a BC corporation Dr. Sangha controls, and 897,200 shares beneficially controlled by Dr. Sangha on behalf of Karen Dahri.
4 Includes 180,491 common shares held by Mr. Dubreuil directly and 489,784 common shares beneficially controlled by Mr. Dubreuil through E30V Inc., a Canadian corporation Mr. Dubreuil controls.
Sernova's head office is located at 700 Collip Circle, Suite 114, London, Ontario, N6G 4X8. Sernova's registered address is Suite 1500 – 1055 West Georgia Street, Vancouver, British Columbia, V6E 2N7. A copy of this press release may be obtained on Sernova's SEDAR profile at www.sedar.com.
SOURCE The Group of Shareholders of Sernova Corporation
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