Concerned Australis Shareholders Support Termination of Passport Acquisition While Questioning the Path Forward Under Current Leadership
- Shareholders are encouraged to contact Laurel Hill Advisory Group to register their support for a change in leadership.
TORONTO, Aug. 5, 2020 /CNW/ - Roger Sykes, 1703469 Alberta Ltd., Duke Fu and Green Therapeutics LLC, and other concerned shareholders, (the "Concerned Shareholders"), who collectively hold 6.2% of Australis' outstanding common shares, announce their support of the termination of the previously announced acquisition of Passport Technologies Inc. ("Passport") (the "Related Party Transaction") by Australis Capital Inc. ("Australis" or the "Company"). The Concerned Shareholders, however, continue to question the direction in which the current board are steering the Company as it has failed to communicate to shareholders a viable path forward for Australis. The Concerned Shareholders believe it is time for a new board and a renewed vision for Australis' cannabis business. In this regard, the Concerned Shareholders will now focus their efforts on pressing for a new board immediately but no later than the Company's upcoming annual meeting of shareholders on September 22nd, 2020 (the "Meeting").
Termination of Related Party Transaction
As disclosed in the Company's press release date August 3, 2020, Passport has terminated the Related Party Transaction. The Concerned Shareholders view this as a positive development owing, in part, to the sustained efforts they have undertaken to protect fellow shareholders. The Related Party Transaction should never have been approved by the Australis Board of Directors in the first place and Passport has made the right decision in terminating the transaction.
Time for Change: Current Leadership Has No Vision for the Future of Australis
Having undertaken yet another failed transaction, Australis' board of directors have again squandered extensive shareholder resources, including cash, missed opportunities and time spent on unprofitable activities. This is clearly an indication of the board's lack of direction and oversight.
Furthermore, in the Company's August 3, 2020 press release, Australis failed to update shareholders about their short- and medium-term plans for the Company. This failure to communicate with shareholders is indicative of an out-of-touch board who lack the desire and ability to steward the Company.
Given the clear lack of vision at the board level, the Concerned Shareholders believe it is time for a new board, comprised of competent cannabis-focused individuals, to take the reins and return Australis to its roots. Should the current board and management be willing to engage in an orderly transition, the Concerned Shareholders would welcome a dialogue centered around bringing about the necessary change in a way that preserves the Company's resources.
The Concerned Shareholders are grateful for the calls and e-mails received from other Australis shareholders who share their concerns regarding the actions taken by the current board. The Concerned Shareholders commit to keeping fellow Australis shareholders abreast of developments leading up to the Meeting.
The Concerned Shareholders encourage shareholders who do not support the current leadership of the Company to contact Laurel Hill Advisory Group by phone, toll-free at 1-877-452-7184 (North American shareholders) or +1 416-304-0211 (shareholders outside North America) or by e-mail at [email protected] to register their support for change.
Additional Information
The information contained in this news 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 Concerned Shareholders intend to file a dissident information circular in due course in compliance with applicable corporate and securities laws.
Notwithstanding the foregoing, the Concerned Shareholders are voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.
This news release and any solicitation made by the Concerned Shareholders in advance of the Meeting is, or will be, as applicable, made by the Concerned Shareholders, and not by or on behalf of the management of Australis. All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from Australis of the Concerned Shareholders' out-of-pocket expenses, including proxy solicitation expenses and legal fees.
The Concerned Shareholders are not soliciting proxies in connection with the Meeting at this time, and shareholders are not being asked at this time to execute proxies in favour of the Concerned Shareholders (in respect of the Meeting). Proxies may be solicited by the Concerned Shareholders pursuant to an Information Circular sent to shareholders after which solicitations may be made by or on behalf of the Concerned Shareholders, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by the Concerned Shareholders, who will not be specifically remunerated therefor. The Concerned Shareholders may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. The Concerned Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholders.
The Concerned Shareholders are not requesting that Australis shareholders submit a proxy at this time. If and when the Concerned Shareholders commence a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by a registered holder of the Company's shares (i) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the accompanying form of proxy; (ii) by depositing an instrument in writing executed by the shareholder or by their attorney authorized in writing, as the case may be: (a) at the registered office of the Company at any time up to and including the last business day preceding the day the Meeting or any adjournment or postponement of the Meeting is to be held; or (b) with the Chairman of the Meeting prior to its commencement on the day of the Meeting or any adjournment or postponement of the Meeting; or (iii) in any other manner permitted by law. If and when the Concerned Shareholders have commenced a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by a non-registered holder of the Company's shares at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. None of the Concerned Shareholders or, to their knowledge, any of their associates or affiliates, has any material interest, direct or indirect, in any matter proposed to be acted on at the Meeting. Based on public disclosure documents, it is our understanding that the head office of Australis is 376 E. Warm Springs Road, Suite 190, Las Vegas, Nevada 89119.
A copy of this news release may be obtained on Australis' SEDAR profile at www.sedar.com.
SOURCE Concerned Shareholders of Australis Capital Inc.
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For further information, please contact the Concerned Shareholders' shareholder communications advisor: Laurel Hill Advisory Group, Toll Free: 1-877-452-7184, International: +1 416-304-0211 outside Canada and the US, By Email: [email protected]
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