An anonymous director of Anson Advisors reports
ANSON ADVISORS RESPONDS TO ACASTA ACCUSATIONS
Anson Advisors Inc. has issued the following statement regarding Acasta Enterprises Inc.
In Acasta's news release dated Feb. 13, 2019, rather than responding substantively to Anson's concerns outlined in its Feb. 12, 2019, statement about the related party debt conversion transaction disclosed by Acasta on Feb. 8, 2019, Acasta has accused Anson of having breached Ontario securities law. Those accusations are untrue and are made as a tactical ploy in an effort to damage Anson's credibility and deflect attention away from the fact that the related party debt conversion: (i) is not in the best interests of Acasta; (ii) materially affects control of Acasta; (iii) is proposed at a price significantly below the current market price; and (iv) is intended to transfer value from Acasta and minority shareholders to Richard Wachsberg and Charles Wachsberg. Anson responds to Acasta's news release as follows:
Prior to the Feb. 13, 2019, news release, Acasta threatened Anson that it would accuse Anson publicly of insider trading unless Anson withdrew its request to the Toronto Stock Exchange to require disinterested shareholder approval of the related party debt conversion transaction between Acasta and a company controlled by the Wachsbergs, disclosed by Acasta on Feb. 8, 2019. Anson refused to accede to that threat. Acasta's Feb. 13, 2019, press release followed.
At no time has Anson traded securities of Acasta while it was in possession of material, non-public information. Anson is a responsible market participant; it complies with applicable securities law requirements and adheres to the highest standards of market conduct.
Anson shares serious concerns with other shareholders about the governance of Acasta and the direction that has been taken by Charles Wachsberg and Richard Wachsberg since the resignation of Acasta's elected independent directors on Dec. 21, 2018. In addition, Anson has serious concerns about the qualifications, experience and independence of the other directors: Stan Bharti, Carlo LiVolsi and Jeffrey Spiegelman. Anson denies Acasta's allegations that Anson is a joint actor with any other parties, including the entities named by Acasta. Anson's discussions with these or any other entities regarding the governance of Acasta do not create a joint actor relationship.
This latest attempt by Acasta to use threats to induce Anson to withdraw its request for regulatory intervention to protect minority shareholder interests follows a similar threat by Acasta to make a complaint to the Ontario Securities Commission accusing Anson of previous securities law breaches. Resorting to threats of this nature, rather than addressing the merits of shareholders' valid concerns about the conduct of Acasta's business since the Waschbergs took control of the board, does not reflect well on Acasta's current governance.
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