01:16:00 EDT Fri 17 May 2024
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Tenet Fintech Group Inc
Symbol PKK
Shares Issued 105,401,084
Close 2023-06-07 C$ 0.17
Market Cap C$ 17,918,184
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Tenet casts doubt on dissident Joseph's credentials

2023-06-07 17:03 ET - News Release

An anonymous director reports

TENET COMMENTS ON DISSIDENT PROXY CIRCULAR; ENCOURAGES SHAREHOLDERS TO VOTE FOR MANAGEMENT'S NOMINEES FOR ELECTION TO THE BOARD; PROPOSED SLATE FROM DISSIDENT SHAREHOLDERS FUNDAMENTALLY FLAWED

Tenet Fintech Group Inc. has reviewed the dissident proxy circular from a group of shareholders which proposes an alternative slate of directors for the company's board of directors. The dissident shareholders' nominees include, among others, Johnson Joseph, the former chief executive officer and president of the company.

Given statements contained in the dissident proxy circular, the board has determined to disclose that Mr. Joseph's employment as the company's chief executive officer was terminated on April 28, 2023, effective immediately, following an internal review by the independent members of the board, such review continues to be continuing. Although the independent directors invited Mr. Joseph to resign his directorship, he refused to do so.

In response to the dissident proxy circular, the company reaffirms that the independent directors have acted and continue to act in the best interest of the company in the exercise of their fiduciary duties. Amongst other things, the independent directors' internal review found that Mr. Joseph had engaged in conduct that was fundamentally inconsistent with his duties as an officer and director of the company, and in breach of the company's policies and procedures. Additionally, Mr. Joseph has also failed to repay an outstanding promissory note owing to the company in the amount of $72,793 (including accrued interest), due and payable on Dec. 15, 2022, despite being aware of the company's financial situation.

The independent directors note that the company has been in a continuous blackout period, predating the addition of the independent directors to the board, and that such blackout period precludes the company's independent directors from acquiring the company's shares in the market or pursuant to their securities-based compensation arrangements. The blackout period remains in place, due to recent events at the company and the continuing AMF investigation.

The company reminds the public of the tenor of the AMF sworn affidavit that alleges that Mr. Joseph was an instrumental player of a market manipulation scheme involving the stock of Tenet. Moreover, the independent directors believe that it is highly unlikely that any prospectus offering (financing) process or uplisting of the company to an exchange has any chance of success with Mr. Joseph as either a director or an officer of the company.

The slate of directors proposed by the dissident shareholders does not in any way comply with the stock exchange rules and regulatory requirements applicable to a senior issuer as the board of Tenet must be constituted of a majority of independent directors and would need to include an independent chairperson. Therefore, the slate proposed by the dissident shareholders is fundamentally flawed.

The independent directors encourage all Tenet shareholders to disregard the dissident proxy circular in its entirety. The company will provide additional information for any of its shareholders who would like to understand how to vote as soon as feasible, but within the voting timeline deadlines shareholders face for this meeting.

About Tenet Fintech Group Inc.

Tenet Fintech Group is the parent company of a group of innovative financial technology (fintech) and artificial intelligence (AI) companies. All references to Tenet in this news release, unless explicitly specified, include Tenet and all its subsidiaries. Tenet's subsidiaries provide various analytics and AI-based services to businesses and financial institutions through the Business Hub, a global ecosystem where analytics and AI are used to create opportunities and facilitate business-to-business transactions among its members.

We seek Safe Harbor.

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