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Solarvest Bioenergy Inc
Symbol	SVS
Shares Issued	60,755,372
Close 2023-08-04	C$ 0.02
Market Cap	C$ 1,215,107
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Solarvest concerned shareholders requisition AGM

2023-08-04 17:01 ET - News Release

Subject: Solarvest BioEnergy Inc. - Press Release/News Attached for Distribution on Stockwatch.com PDF Document File: Attachment 2023-08-03-PR-(News Release re Requisition Solarvest) final.pdf Concerned Shareholders of Solarvest Requisition Shareholders' Meeting to Reconstitute Board and and Enhance Shareholder Value Montreal, August 4, 2023 A group of Solarvest BioEnergy Inc. (TSXV:SVS) ("Solarvest" or the "Corporation") shareholders (the "Concerned Shareholders"), together holding more than 5% of the issued and outstanding shares of Solarvest, announced they have requisitioned (the "Requisition") an annual general meeting of shareholders of Solarvest for the purpose of replacing the board of directors of the Corporation (the "Board") with a new board capable of ensuring the proper stewardship of the Corporation. The Requisition requires the Board of Directors (the "Board") of the Corporation to call and hold a meeting of shareholders (the "Meeting") 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 CEO, Claes Ellegaard, have failed to be responsive to shareholder expectations and has no discernible accomplishments in creating shareholder value, operational advancement or funding. 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 & Export Sales. He joined Cobequid Life Sciences Inc. (KQR) and served as Director of Sales, Marketing & Operations for nine years and helped grow the company to global leader in the field of aquaculture animal vaccines. He was COO of Solarvest until April 2023. Stephane Dallaire, age 54, has over 25 years of experience leading financial operations, private equity investments, M&A, and asset dispositions in high tech, entertainment, telecom, IT, solar, hydrogen and renewable energy. He has led over 700M$ 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 CEO, CFO, 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 LEGAL_41981611.1 in finance, energy and technology. He holds the CFA, CMA, CPA and CPA (USA) designations, He also has a B.B.A 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 M. Sc. 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 their 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 advisor. Over the past 20 years, he has sat on various boards of directors and acted as strategic advisor 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, the Partners, Directors and Officers (PDO) Course. Mr. Beausoleil has also completed the Fellowship Program of the Canadian Securities Institute (now known as IIROC), as well as the Financial Planner Program of the Institut Quebecois de la Planificatioin Financiere. Other Information Concerning the Shareholder Nominees The table below 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 (5) 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. Name, Province or Present Principal Occupation, Business or Employment and Number of Common Shares Beneficially State and Country Principal Occupation, Business or Employment During the Owned or Controlled or Directed (Directly or of Residence Preceding Five Years Indirectly) Garth Greenham dot Corporate director and advisor 2,956,400 Richmond Hill, dot Former Chief Operating Officer of Solarvest (2014-2023) ON Canada dot Managing Director of Keira Capital Partners Inc. (2023- Stephane Dallaire present) - (Nil) Montreal, QC, dot CFO and Executive Vice-President of Charbone Hydrgen Canada Corporation (2020-2023) dot IT & Finance Consultant (2018-2020) LEGAL_41981611.1 dot Engineer1 for Hydro-Quebec's Testing and Commissioning Eugenio-Noel Group (2014-present) - (Nil) Cuesta Montreal, QC, dot Corporate director and advisor - (Nil) Canada dot President of the La Fondation Beausoleil (2021-present) Serge Beausoleil Montreal, QC, Canada Notes: 1. "Engineer" is a correction and replaces the term "Director" from the Requisition. 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, email 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. LEGAL_41981611.1 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% of the issued and outstanding common shares). Correspondence to the Concerned Shareholders may be directed to Garth Greenham care of McMillan LLP, Suite 1500 1055 West Georgia St., Vancouver, BC V6E 4N7. A copy of this press release may be obtained on the Corporation's SEDAR profile at www.sedarplus.ca. Contact Information Garth Greenham Email: forsolarvestinvestor@gmail.com LEGAL_41981611.1