Mr. Drew Malcolm, a concerned shareholder, reports
CONCERNED SHAREHOLDER GROUP TO REQUISITION SHAREHOLDER MEETING OF ASCENT INDUSTRIES TO REMOVE THREE DIRECTORS
Drew Malcolm (the nominating shareholder), on behalf of a group of concerned shareholders controlling approximately 44.8 per cent of the outstanding common shares of Ascent Industries Corp., will requisition the Ascent board of directors to call a special meeting of shareholders for the purposes of, among other things, reconstituting the board with the removal of three incumbent directors and the election of seven new independent directors. The new independent directors would constitute the entire board.
The concerned shareholders believe that the incumbent board has undertaken, or is imminently contemplating, unauthorized and potentially value-destructive decisions that may put the very existence of the corporation at risk. They are concerned that the management decision-making process has been coloured by external issues that are not relevant to the corporation's best interests.
The concerned shareholders believe that the current directors, a majority of whom have not been elected at a meeting of shareholders, are not representative of the shareholders. As such, the current directors do not have the mandate or authority to make decisions or enter into transactions which may significantly affect the shareholders' interests.
The independent nominees to be put forward by the nominating shareholder have the leadership skills and background necessary to enable the corporation to enhance shareholder value. A brief biography for each of the nominating shareholder nominees is set out as follows:
- Paul Dillman: Mr. Dillman previously served as the executive vice-president of marketing, sales and operations at Emerald Health Therapeutics Inc. Mr. Dillman has over 30 years of global multinational company experience, having served in senior positions at Philip Morris, AB InBev and Coca-Cola. In the past 10 years, Mr. Dillman has led the growth of a number of start-up companies, including founding and acting as president of Electronic Cigarettes International Group.
- Mark Lotz: Mr. Lotz is a chartered professional accountant practising publicly through his firm Lotz CPA Inc. Having qualified in 1994, Mr. Lotz brings a wealth of experience in business, tax and consulting. Formerly a chief executive officer and chief financial officer in the brokerage industry, he also has senior management experience in the mining, manufacturing, cannabis and digital media sectors. He provides strategic tax and business planning and is a sought-after expert for complex contractual issues and financial quantification. His public company experience is extensive, including Candente Copper Corp., Handa Mining and Specialty Liquid Transportation Corp.
- David Hurford: Mr. Hurford has over 20 years of experience working in senior roles with federal, provincial and municipal governments, Crown corporations, non-profit organizations, and a top-40 global university.
- Sophie Mas: Ms. Mas has over 20 years of experience working in the public safety, regulatory and compliance sector for the Province of British Columbia. Ms. Mas is the former director of the government of British Columbia cannabis legalization and regulation secretariat. Ms. Mas is a project manager professional (PMP) who has led and managed high-profile projects such as security planning for the 2010 Winter Olympics and Paralympic Games, the creation of the B.C. Independent Investigation Office, and the B.C. Ministry of Public Safety and Solicitor General's response to the Missing Women Commission of Inquiry.
- Barinder Rasode: Ms. Rasode is currently the chief executive officer and a director of Grow Tech Labs and the CEO of the National Institute for Cannabis Health & Education, an independent, not-for-profit organization that provides impartial and evidence-based research about cannabis production and use in Canada. Prior to that, Ms. Rasode acted as editor-in-chief of BotanIQ and served two terms as an elected councillor for the City of Surrey.
- Jaspreet Rehal: Mr. Rehal is a chartered professional accountant (CMA) with over 15 years of experience leading organizations in finance, budgeting, accounting, human resources and business management within the public sector, alongside relevant hands-on experience, leading politically sensitive regulatory/enforcement regimes. He is also a governor on the board of governors for the Notary Foundation of British Columbia.
- Mahony Cai: Mr. Cai brings over 20 years of business experience in the manufacturing industry and a TSX Venture Exchange-listed company. He served as director of Kaiser America Inc., a multinational apparel manufacturer, for seven years. In addition to his career with Kaiser America, Mr. Cai held a variety of senior roles in finance, accounting and strategy in various multinational companies. Being a chartered professional accountant and certified general accountant, Mr. Cai also holds a bachelor of business administration from Simon Fraser University and a master of business administration from Hong Kong Baptist University.
Information concerning the nominating shareholder nominees
The attached table sets out, in respect of each nominating shareholder nominee, his or her name, province or state and country of residence, his or her principal occupation, business or employment within the five preceding years, and the number of common shares of Ascent beneficially owned, or controlled or directed, directly or indirectly, by such nominating shareholder nominee.
INFORMATION CONCERNING THE NOMINATING SHAREHOLDER NOMINEES
Name, province or Present principal occupation, business or employment and Number of common
state and country principal occupation, business or employment during the shares beneficially
of residence preceding five years owned or
Paul Dillman, Present: consultant, independent contractor Nil
British Columbia, Past: executive VP of marketing, sales and operations at Emerald
Canada Health Therapeutics (2018); president, Resilient Management
2017); VP sales and marketing, Premium Labs (2016-2017); board
member, MediaCity (2009-2019)
Mark Lotz, Present: chief financial officer and director, Crest Resources Nil
British Columbia, Inc.
Canada Past: president, chief executive officer and chief financial
officer, World Mahjong Ltd. (2017-2018); adviser, Commander
Resources Ltd. (2016-2018); chief financial officer and director,
New Point Exploration Corp. (2017-2018)
David Hurford, Present: CEO, Three Links Care Society (December, 2016, to Nil
British Columbia, present), special adviser, Grow Tech Labs (November, 2018, to
Past: executive director, Safe Care B.C. (September, 2015, to
December, 2016), executive director for the Office of the
President, UBC (July, 2014, to August, 2015), director of
communications, Community Living B.C. (September, 2012, to July,
2014), board of directors, Safe Care B.C. (2017 to present),
board of directors, B.C. Care Providers Association (2017 to
Sophie Mas, Present: CEO, Somas Consulting Inc. (2018 to present); program Nil
British Columbia, manager, PMO, supply chain, BC Hydro (2018 to present);
Canada instructor, Justice Institute of British Columbia (2016 to
present); president, Stand Foundation (2006 to present)
Past: project director, cannabis legalization and regulation
secretariat, government of British Columbia (2016-2018); and
senior project manager, Ministry of Justice, Policing and Security
Barinder Rasode, Present: CEO and director, Grow Tech Labs; and founder, National 13,300
British Columbia, Institute for Cannabis Health & Education (Niche)
Canada Past: editor-in-chief, BotanIQ (2017-2018); director, Fraser Health
Authority (2015-2017); director of social responsibility, Resource
Jaspreet Rehal, Present: CFO, Grow Tech Labs; and governor, board of Nil
British Columbia, governors, Notary Foundation of B.C.
Canada Past: director of public safety operation, City of Surrey (2012-
2019), regional director of integrated business management
services, Canadian Coast Guard Agency (2003-2012)
Mahony Cai, Present: controller, Quintet Ventures Inc. 252,500
British Columbia, Past: director, Kaiser America Inc.; chartered professional common shares
Canada accountant; certified general accountant; controller, Empower 116,667
Technologies (2014-2015) warrants
To the knowledge of the nominating shareholder, no nominating shareholder nominee is, at the date hereof, or has been, within 10 years before the date hereof: (a) a director, chief executive officer or chief financial officer of any corporation that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days, in each case that was issued while the nominating shareholder nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the nominating shareholder nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any corporation that, while such nominating shareholder nominee was acting in that capacity, or within one year of such nominating shareholder nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such nominating shareholder nominee.
To the knowledge of the nominating shareholder as at the date hereof, no nominating shareholder nominee has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a nominating shareholder nominee.
To the knowledge of the nominating shareholder, none of the nominating shareholder, any associates or affiliates of the nominating shareholder, any of the nominating shareholder nominees or their respective associates or affiliates, have: (a) any material interest, direct or indirect, in any transaction since the commencement of Ascent's most recently completed financial year or in any proposed transaction which has materially affected or will materially affect Ascent or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the meeting, other than the election of directors.
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 nominating shareholder, on behalf of the concerned shareholders, has requisitioned the meeting, there is currently no record or meeting date set for such meeting, and shareholders are not being asked at this time to execute a proxy in favour of the nominating shareholder nominees or any other resolution set forth in the requisition. In connection with the meeting, the nominating shareholder may file a dissident information circular in due course in compliance with applicable securities laws.
Notwithstanding the foregoing, the nominating shareholder is 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 nominating shareholder in advance of the meeting are, or will be, as applicable, made by the nominating shareholder, and not by or on behalf of the management of Ascent. All costs incurred for any solicitation will be borne by the nominating shareholder, provided that, subject to applicable law, the nominating shareholder may seek reimbursement from Ascent of the nominating shareholder's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the board.
The nominating shareholder is 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 nominating shareholder nominees (in respect of the meeting) or any other resolution set forth in the requisition. The nominating shareholder may solicit proxies pursuant to the information circular sent to shareholders of Ascent, after which solicitations may be made by or on behalf of the nominating shareholder by mail, telephone, fax, e-mail or other electronic means, and in person by the nominating shareholder or any agent or proxy adviser that the nominating shareholder may retain, or by the nominating shareholder nominees.
The nominating shareholder 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 nominating shareholder may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the nominating shareholder.
Any proxies solicited by the nominating shareholder in connection with the meeting 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 Ascent. None of the nominating shareholder or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the meeting, other than the election of directors to the board.
A copy of this press release may be obtained on Ascent's SEDAR profile.
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