Mr. Garth Greenham, a concerned shareholder, reports
CONCERNED SHAREHOLDERS OF SOLARVEST REQUISITION SHAREHOLDERS'
MEETING TO RECONSTITUTE BOARD AND ENHANCE SHAREHOLDER VALUE
A group of Solarvest Bioenergy Inc. shareholders (the concerned shareholders), together holding more than 5 per cent of the
issued and outstanding shares of Solarvest, have requisitioned an
annual general meeting of shareholders of Solarvest for the purpose of replacing the board of directors of
the corporation with a new board capable of ensuring the proper stewardship of the
corporation. The requisition requires the board of directors of the corporation to call and
hold a meeting of shareholders for the principal purpose of reconstituting the board by
removing each of William M. Cheliak, Gregory Drohan, Donal Carroll and Claes Ellegaard, and electing
four new independent directors (the shareholder nominees).
The concerned shareholders believe that the board, as currently constituted, management and in particular,
Solarvest's chief executive officer, Claes Ellegaard, have failed to be responsive to shareholder expectations and has no
discernible accomplishments in creating shareholder value, operational advancement or financing.
The concerned shareholders feel the need to reconstitute the board in a timely manner in order to refocus
the corporation and endeavour to implement a plan that benefits all of its shareholders. Accordingly,
Solarvest has 21 days from the date of the requisition to call and send notice of an annual general meeting
to address the matters raised in the requisition, to be held within four months of the date of the requisition.
If Solarvest does not call an annual general meeting, the concerned shareholders will send notice of the
annual general meeting to all shareholders. The concerned shareholders believe that the shareholder
nominees will bring positive change and enhance value for all shareholders.
Information concerning the shareholder nominees
As set out in the requisition, the shareholder nominees are Garth Greenham, Stephane Dallaire, Eugenio-Noel Cuesta and Serge Beausoleil.
Garth Greenham, age 68, is a corporate director with an extensive record with both privately held and
publicly traded health care companies. He served as president of the global aquaculture division of Novartis
Inc. He started his career with Johnson & Johnson (J&J) where he served 15 years mostly with McNeil
Pharmaceutical in numerous management positions in operations and contract and export sales. He joined
Cobequid Life Sciences Inc. (KQR) and served as director of sales, marketing and operations for nine years,
and helped grow the company to global leader in the field of aquaculture animal vaccines. He was chief operating officer of
Solarvest until April, 2023.
Stephane Dallaire, age 54, has over 25 years of experience leading financial operations, private equity
investments, M&A (mergers and acquisitions), and asset dispositions in high-tech, entertainment, telecom, IT, solar, hydrogen and
renewable energy. He has led over $700-million of financial and strategic partnerships at the international level
where he played a key role implementing and delivering high-growth solutions for large institutions. He
has held positions such as managing partner at a boutique investment firm in Montreal as well as chief executive officer,
chief financial officer, executive vice-president, VP, corporate development, and board member for technology companies.
Furthermore, he has demonstrated expertise in financial valuation, venture capital and private equity where
he has helped companies increase in value and improve corporate performance. Recognized as an IT finance specialist, he has been a driving force in the transformation of IT outsourced management models
and service cost allocation for large financial institutions. Mr. Dallaire has also received his certification in
artificial intelligence from the MIT Sloan School of Management, making him a well-versed professional
in finance, energy and technology. He holds the CFA, CMA, CPA and CPA (USA) designations, He also
has a BBA from HEC Montreal in finance, an executive MBA and a specialized graduate degree in
accounting from the University of Quebec. He is also an active member of the CFA Institute, l'Ordre des
CPA du Quebec, the Illinois board of Examiners, the Illinois Department of Financial and Professional
Regulation.
Eugenio-Noel Cuesta, age 46, holds an MSc in mechanical engineering, with postgraduate studies in
mechanical vibration and nuclear engineering. He has been responsible for new product testing and
implementation for Hydro-Quebec's Testing and Commissioning Group. He also worked as a physicist at
a reactor physics group at the Gentilly 2 nuclear power plant from 2006 to 2014. Prior to working at
Hydro-Quebec, he was a professor of mechanical engineering at Simon Bolivar University in Caracas,
Venezuela.
Serge Beausoleil, age 63, is a corporate director and adviser. Over the past 20 years, he has sat on various
boards of directors and acted as strategic adviser to several public company management teams. He has
also been very active in philanthropy through his foundation, La Fondation Beausoleil. Between 1987 and
2002. He worked as a broker for firms such as Levesque Beaubien Geoffrion (now National Bank Financial)
and Burns Fry (now Nesbitt Burns). He was also branch manager, securities, for Dubeau Capital and,
finally, financial planner at CIBC Financial Planning. He holds a bachelor's degree in administration,
majoring in finance form the Universite du Quebec a Trois-Rivieres, as well as a master's degree in
economics and SME management. He completed training courses required to practise as a financial planner
and stockbroker, such as the Securities Trading Course, the Representative's Manual, the Options Course,
the Futures Course, the Branch Manager Course, the Options Contract Manager Course, and the Partners,
Directors and Officers (PDO) Course. Mr. Beausoleil has also completed the fellowship program of the
Canadian Securities Institute (now known as IIROC (Investment Industry Regulatory Organization of Canada), as well as the financial planner program of the
Institut Quebecois de la Planificatioin Financiere.
Other information concerning the shareholder nominees
The attached table sets out, as of the date hereof and in respect of the shareholder nominees, their name,
province and country of residence, principal occupation, business, or employment within the five preceding
years, and the number of common shares of the corporation beneficially owned, or controlled or directed,
directly or indirectly, by such shareholder nominee, which information has been furnished by the shareholder
nominees.
Additional information
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. Although the concerned shareholders have
requisitioned the meeting, there is currently no record or meeting date set for the meeting, and shareholders
are not being asked at this time to execute a proxy in favour of the shareholder nominees or any other
resolution set forth in the requisition. In connection with the meeting, the concerned shareholders may
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 sections 9.2(4) and 9.2(6) of National Instrument 51-102 -- Continuous Disclosure
Obligations in accordance with securities laws applicable to public broadcast solicitations. This press
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 the
corporation. All costs incurred for any solicitation will be borne by the concerned shareholders, provided
that, subject to applicable laws, the concerned shareholders may seek reimbursement from the corporation
for its out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection
with a successful reconstitution of the board.
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 shareholder nominees (in
respect of the meeting) or any other resolution set forth in the requisition. 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, e-mail or other
electronic means, as well as by newspaper or other media advertising, and in person by directors, officers
and employees of 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 shareholders submit a proxy at this time. Once the
concerned shareholders have commenced a formal solicitation of proxies in connection with the meeting,
proxies may be revoked by instrument in writing by the shareholder giving the proxy or by its duly
authorized officer or attorney, or in any other manner permitted by law and the articles of the corporation.
The concerned shareholders are Garth Greenham and LMC Communications Inc. The concerned
shareholders own 3,616,400 common shares of the corporation, representing approximately 5.95 per cent of the
issued and outstanding common shares).
Correspondence to the concerned shareholders may be directed to Mr. Greenham care of McMillan LLP,
suite 1500, 1055 West Georgia St., Vancouver, B.C., V6E 4N7.
A copy of this press release may be obtained on the corporation's SEDAR+ profile.
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