Concerned Shareholders of Sernova Corp. Stand by their Statements

TORONTO, April 17, 2023 /CNW/ - The group of longstanding shareholders (the "Concerned Shareholders") of Sernova Corp (TSX: SVA) (OTCQB: SEOVF) (FSE: PSH) (XETRA: PSH) ("Sernova" or the "Company") maintains that the decrease in share valuation, lack of investor updates and progress relating to clinical studies, deficiencies relating to business development and partnerships, unjustified compensation as well as corporate governance issues have not been addressed by the current board of directors, nor by the current management team. 

Our primary objective remains giving shareholders the opportunity to elect two representative directors to the board, with an emphasis on positive and constructive contributions to unlock value and improve Sernova's ability to maintain timelines, meet key milestones and create meaningful and sustainable shareholder value. 

We see short term opportunities to monetize Sernova's accomplishments, thus positioning it as an independent, viable company with renewed relevance in the capital markets.

We also need to ensure that Sernova's lead position in the race to cure different applications is not eroded.  There is urgency in recognizing that Sernova's competition continue with their research and trials.

Regarding compensation, we strongly believe that the increases recommended by Sernova are unreasonable, unjustified, not supported by company progress or metrics and unwarranted in a context where Sernova does not yet generate revenue.  Below is the compensation table taken directly and integrally from Sernova management's circular that demonstrates the explosion in the compensation amounts over the past two years.

Name and Principal Position	Year	Salary ($)	Share based awards ($)	Option based awards ($) ^(1)	Non-equity incentive plan compensation		All other compensation ($)^(5)	Total compensation ($)
					Annual incentive plan	Long-term incentive plan
Frank Holler^(5) Executive Chair	2022 2021 2020	- - -	495,000 - -	350,000 - -	- - -	- - -	67,750 66,188 37,792	912,750 66,188 37,792
Dr. Philip M. Toleikis President & CEO	2022 2021 2020	456,000 409,750 315,000	- - -	4,859,668 - -	262,200 224,250 52,500	- - -	- - -	5,577,868 634,000 367,500
David Swallow CFO	2022 2021 2020	268,000 240,188 183,750	- - -	2,893,864 - -	123,280 104,650	- - -	- - -	3,285,144 344,838 183,750
Frank Shannon^(2) VP, Clinical Development and Regulatory Affairs	2022 2021 2020	250,000 60,737 -	- - -	315,300 - -	71,000 - -	- - -	- - -	636,300 60,737 -
Chris Barnes^(3) VP, Investor Relations	2022 2021 2020	142,083 - -	- - -	189,180 - -	8,138 - -	- - -	- - -	339,401 - -

It is to be noted that besides the management circular, there is not a single independent recommendation in favor of the compensation resolution.

Long standing shareholders who have helped promote Sernova's potential to their family, friends and associates in the past years are mostly supportive of the Concerned Shareholder Group's initiative to effect unquestionably needed change.  These long-standing shareholders have been front row witnesses to Sernova's historical and documented episodes of missed deadlines, unmet commitments, and difficulties in defining and executing a business plan.

Conversely, we understand that those who have only recently been exposed to the company may lack this historical context.  Whether shareholders or analysts, without this context, it can be difficult to challenge current management's assertions and identify repetitions or inconsistencies with passed promises.

We urge all shareholders to vote according to the Gold Proxy to ensure:

• Two board members represent shareholder interests (Dr. Steven Sangha, Mr. Bertram von Plettenberg);
• Unequivocal rejection of the unjustified and unreasonable compensation resolution;
• A coherent business plan is defined, communicated, implemented and for which progress will be measured;
• Implementation of commercial initiatives to monetize Sernova's accomplishments;
• Past and unexplained delays are not repeated; and
• Sernova's market and industry reputations are restored, and strategic partnerships be put in place.

We look forward to working with the board members and management following this election to monetize everyone's investment and ensure Sernova remains in a leadership position… to the benefit of all shareholders.

The deadline to vote is fast approaching.

Please vote by April 24, 2023 to ensure that your vote is counted!  If you have any questions or requires assistance with voting, please contact Carson Proxy Advisors at North American toll free phone at 1-800-530-5189, local (collect outside North America) 416-751-2066 or by email at [email protected].

Advisors

Kushneryk Morgan LLP is serving as legal advisor to Dr. Sangha and Stephan Dubreuil and Carson Proxy Advisors is acting as strategic shareholder communications advisor to the Concerned Shareholders.

Cautionary Statement Regarding Forward-Looking Information

Certain information included, attached to, provided with, or incorporated by reference into this release may contain forward-looking statements, as such term is defined and/or used in applicable Canadian securities legislation, about the objectives of the Concerned Shareholders as they relate to Sernova, the impact of the Concerned Shareholders Nominees, if elected, on the financial condition, results of operations, business strategies, revenue enhancements, and competitive position of Sernova, each as described in this release, and other matters.

All statements included or incorporated by reference in, attached to, or provided with this release, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding activities, events or developments that the Concerned Shareholders expect or anticipate may occur in the future. These forward-looking statements can be identified by the use of forward-looking words such as "possibly", "will", "expect", "intend", "plan", "estimate", "potential", "anticipate", "believe" or "continue" or similar words or the negative thereof and include statements concerning support for the Concerned Shareholders, the implementation and timing of the Corporation's business strategy, the plans and intentions for the future by the Concerned Shareholders Nominees, the role for members of current management and the search for new members of management, transition plans, financing arrangements and the future market for and liquidity of the Corporation's shares.

The forward-looking statements included in this release are based on understandings and reasonable assumptions, beliefs, opinions and expectations of the Concerned Shareholders at the time they are made. These assumptions include, but are not limited to, Sernova's future growth potential; its results of operations; future cash flows; the future performance and business prospects and opportunities of Sernova; the election of the Concerned Shareholders Nominees; the ability of the Concerned Shareholders Nominees, if elected, to effect positive change at Sernova and appoint other individuals as directors; the response to and outcome of any court applications that may be made against the Concerned Shareholders; the implementation and timing of Sernova's business strategy; the current general and regulatory environment and economic conditions remaining unchanged; the availability of financing; operating and capital costs; Sernova's available cash resources; Sernova's ability to identify, attract and retain skilled staff, including a new Chief Executive Officer; currency exchange rates; required capital investments; estimates of net present value and internal rate of returns; market competition; ongoing relations with employees and other stakeholders in the gaming community; and general business and economic conditions.

There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur. We caution readers of this release not to place undue reliance on forward looking statements contained in this release, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include shareholder actions, court decisions, the timing of the Meeting, actions by the Corporation, its management, members of the Current Board, unexpected change of control consequences, the failure of shareholders to nominate the Concerned Shareholders Nominees, the status of Sernova's assets, financial condition and corporate books and records, general economic and market conditions, availability of capital, changes in law, regulatory processes, actions of competitors, and the ability to implement business strategies and pursue business opportunities and financing alternatives after a state of uncertainty. Holders of Common Shares in the capital of the Corporation are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in Sernova's filings with applicable Canadian securities commissions, copies of which are available under Sernova's issuer profile at www.sedar.com. We urge you to carefully consider those factors. The forward-looking statements contained in this release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this release are made as of the date of this release and the Concerned Shareholders undertake no obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise, except as required by law.

SOURCE The Group of Shareholders of Sernova Corporation

Christine Carson, 416 804 0825, [email protected]