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Skychain dissident refutes claims re advance notice

2024-10-29 13:58 ET - News Release

Mr. Mark Zhou of 1154557 B.C. reports

CONCERNED SHAREHOLDER RESPONDS TO SKYCHAIN'S MISLEADING PRESS RELEASE

1154557 B.C. Ltd. (115), a significant shareholder of Skychain Technologies Inc. that is leading an initiative to replace the current board of directors of Skychain at the company's coming annual general meeting to be held Nov. 7, 2024, has issued this statement in response to the company's press releases dated Oct. 23, 2024, and Oct. 25, 2024. The company claims in its Oct. 25 release that the advance notice delivered to the company by 115 was not compliant with the articles of the company and corporate law and was therefore invalid. That claim is false.

The company also claims that 115 never responded to the company's allegations that the advance notice was non-compliant. That claim is also false.

115 submitted an advance notice that was and is fully compliant with the articles well ahead of the deadline to do so. The company subsequently posed one question regarding the advance notice, which 115 immediately and definitively addressed. Significantly, in its communications with 115 and in its Oct. 23 and Oct. 25 releases, the company has never identified any deficiencies in the form and content of the advance notice.

As the advance notice is valid and was submitted prior to the submission deadline, the dissident circular dated Oct. 10, 2024, and related yellow form of proxy distributed by 115 are also valid. Shareholders who agree with the vision of 115 should vote and return the yellow proxy as instructed.

In its dissident circular, 115 outlines multiple reasons for shareholders to reject the incumbent board and to appoint 115's proposed list of highly qualified nominees, including the following facts:

  • Skychain has been cease traded since Aug. 5, 2022, which situation the incumbent board has failed to address and for which it does not appear to have any plan to rectify in the near term.
  • Under the direction of the incumbent directors and their appointed management, Skychain has not generated revenue in at least two years, nor has it communicated any plan or any credible plan to rectify this situation.
  • Skychain has recorded net losses of greater than $5-million in 2022 and 2023 while paying exorbitant salaries and management fees.
  • The incumbent board, 75 per cent of which comprises directors appointed by management and never elected or confirmed by shareholders, intends to drastically shift the business of the company away from cryptocurrency mining infrastructure without input or approval from the shareholders and without filing any documentation regarding a fundamental change of business.

In these and all of the circumstances, 115 has no faith in the current direction of the company or in the incumbent board. 115 is proposing the 115 nominees based on their vision to return the company to its previous business pursuits and create value for shareholders. Contrary to the company's bald assertion in the Oct. 23 release that the 115 nominees do not appear to have the requisite experience, the 115 nominees possess a depth and breadth of experience that will be a great asset to the company going forward. The biographies of each nominee are disclosed in the dissident circular and are as follows.

John Lee

Mr. Lee is a seasoned professional with over six years of dedicated experience in the ASIC (application-specific integrated circuit) mining industry. Since 2018, he has played a pivotal role in overseeing and managing the manufacturing of electrical equipment and certification, particularly focusing on power distribution units (PDUs) and containers. In his approximately four years in senior management, Mr. Lee has been a major component for driving operational excellence and fostering innovation within the ASIC mining sector. His expertise lies in ensuring the seamless production and certification of critical electrical components essential for ASIC mining operations. Additionally, Mr. Lee has successfully managed mining sites, leveraging his hands-on experience to optimize operations and maximize efficiency while maintaining a strong commitment to safety and regulatory compliance.

John Yang

Mr. Yang is a dynamic executive with over 15 years of leadership in digital marketing, brand management and strategic initiatives for luxury and technology brands. As chief executive officer and founder of Peterrific Inc., Mr. Yang spearheaded the development of Petdash, an NFT-based (non-fungible token) social game, achieving key development milestones and securing strategic partnerships within six months. At Skychain Technologies, he led as chief strategy officer, securing significant financial partnerships, orchestrating strategic alliances and managing a major crypto mining infrastructure project. As managing director at S&Y Ventures, he directed acquisition initiatives across multiple industries, enhancing investment returns and driving market visibility. At Miu International Ltd., he managed a leading O2O (on-line-to-off-line) marketing agency, generating over $100-million in annual revenue, and established relationships with top-tier clients such as LVMH, Nike and Microsoft. Mr. Yang is committed to leveraging digital innovation to enhance brand prestige and achieve substantial market growth.

Lei Zhang

Graduating from the University of Calgary, with a master in economics, Lei Zhang has worked for decades across various industries. He worked with the Prince Resource Corp. in Calgary, which operates in the natural resource and petroleum extraction industry. In addition, he has several years of experience as project manager of Microsoft's Beijing offices as well as Qinghua Weifeng and Nuctech. With an expansive pedigree in heavy industry manufacturing, resource exploitation and information technology, Lei Zhang will be instrumental in optimizing the organization and operations for success.

Qi Zhang

With over 20 years of experience in IT (information technology), Qi Zhang is highly specialized in database development, design, system/network support and artificial intelligence. Leveraging his technical knowledge, he has a proven leadership record and has overseen the development of multiple data centers. Qi Zhang was the chief operating officer of Holinova Technology Ltd. and is currently general manager for several technology-based businesses in Canada and overseas. As director, he will undoubtedly play an important role in the success of the company, especially on the technical front.

Zonghzhe (West) Ma

Mr. Ma has accumulated 35 years of experience in the fields of science, technology and international trade services. In recent years, he has expanded his technical expertise to include bitcoin-related industries, such as P2P (peer-to-peer) messaging, analysis of bitcoin's carbon footprint and the potential of carbon-free energy in the bitcoin mining industry. Since 2017, he has served as chief executive officer and chief operating officer of a publicly listed company in the crypto mining industry and has acted as a crypto adviser for energy providers and blockchain infrastructure investment companies.

Yifan Jia

Ms. Jia is the chief operating officer at ETAC Service & Supply. Her long list of achievements reflects years of accumulated technical knowledge in electrical manufacturing and is combined with a personal dedication to operational efficiency and management. She has played a crucial role in several ventures and worked in conjunction with leadership teams to support day-to-day activities. With years of experience, Ms. Jia has worked with clients to establish long-lasting business relationships and has consistently met sales and revenue goals.

Dr. Yuanzheng Dong

Dr. Dong is a licensed pharmacist based in Nova Scotia and Alberta. With a highly successful academic career and as a recipient of the Ross Stewart Smith scholarship and the Frederick Macmillen scholarship, Dr. Dong provides fresh insights from a technically oriented perspective and comes from a patient-oriented industry that deals with a wide range of medical issues. Dr. Dong received his bachelor of science from Dalhousie University and pharmacy doctorate from the University of Alberta.

115 believes it is in the best interests of the company and its shareholders to elect the 115 nominees based on their wealth of experience in the crypto mining sector and other important industries and commitment to the accountable management of the company.

Shareholders are urged to read the dissident circular and vote by way of the yellow proxy on or before 11 a.m. Vancouver time on Nov. 5, 2024, so that their vote can be accepted in advance of the proxy cut-off. Shareholders requiring any assistance in executing their yellow proxy can reach out to Mark Zhou at dlzjl1234@gmail.com or reach out to Brendan Bachewich of Richards Buell Sutton LLP at bbachewich@rbs.ca.

A copy of the dissident circular has been provided to the company and has been filed to Skychain's SEDAR+ profile.

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