MAPLE RIDGE, BC, March 13, 2018 /CNW/ - E & R Holdings Ltd. (the "Concerned Shareholder"), in its capacity as a shareholder of Viridium Pacific Group Ltd. (TSXV:VIR) (OTCPink:MRRBF) ("Viridium" or the "Corporation") announces that it has delivered a requisition (the "Requisition") pursuant to Section 143 of the Canada Business Corporations Act (the "Act") to the Corporation to call and hold a meeting of its shareholders (the "Meeting").
The Requisition requires the Corporation to call and hold the Meeting for the purposes of: (i) removing Steve Serenas as a director of the Corporation; (ii) fixing the number of directors of the Corporation at six (6) directors; and (iii) electing Sean MacNeil and Dan Echino (the "Nominees") as directors of the Corporation.
The Concerned Shareholder owns or exercises control or direction over more than 5% of the outstanding shares of the Corporation.
Reason for the Requisition
The Concerned Shareholder and the Nominees are concerned regarding the current direction of the Corporation and believe that a change to the composition of the board of Viridium is necessary for the future growth of the Corporation. The Nominees will bring additional skills and experience to the board of directors of Viridium, both in respect of technical expertise and experience as it relates to the Corporation's assets and operations and also in respect of their experience in management and board governance. The Nominees intend to bring a focus on good governance to the board, as well as providing management of the Corporation with expert oversight.
Shareholders are encouraged to read the biographies of each of the Nominees set forth below. The information with respect to each Nominee has been provided by such Nominee as at the date hereof. Sean MacNeil started and was a consultant to Experion Biotechnologies Inc. ("Experion"), which was acquired by Viridium in October, 2017 pursuant to a reverse take-over transaction. Mr. MacNeil was retained as a consultant to Viridium following the acquisition, but no longer holds any position or office with the Corporation. Neither of the Nominees have been or are currently a director of the Corporation and Dan Echino has never held any position or office with Viridium.
The Nominees are as follows:
Sean MacNeil – Abbotsford, British Columbia, Canada
Mr. MacNeil is a Canadian entrepreneur with over 25 years of experience in commercial construction and project management. In 2013, Mr. MacNeil started Experion and acted as a consultant thereto from 2013 until its acquisition by the Corporation in 2017. During his time as a consultant to Experion, Mr. MacNeil led the successful on-time and on-budget construction of the company's indoor grow facility in Mission, British Columbia, oversaw the go-public transaction of Experion with Viridium and achieved Experion's Health Canada ACMPR "License to Produce." Prior to his involvement with Experion, Mr. MacNeil owned and operated construction related companies in the Lower Mainland and Fraser Valley regions, including Kodiak Pacific Developments where he was employed from 2004 to 2013. Mr. MacNeil is a veteran of the Canadian Forces, having served from 1986 to 1996, serving in Canada, Europe, and the Middle East.
Dan Echino – Calgary, Alberta, Canada
Dan Echino is a Canadian entrepreneur involved in oil and gas services, oil and gas production, and real estate. Mr. Echino has over 40 years of oil industry experience. He is the co-founder, and has been the President of Calroc Industries, a supplier of oilfield equipment, since 2011and co-founded and served on the board of Halo Exploration, a junior private exploration and development company, from 2011 to 2014. Mr. Echino was also the co-founder of Calroc Energy, which was acquired by Palliser Oil & Gas in 2011. Prior to this Mr. Echino was the founder and President of two manufacturing service companies, Corlac Equipment and Corlac Industries, which were acquired by National Oilwell and Foremost. Mr. Echino has worked in various capacities for Petro Canada Exploration, Alta Natural Gas, and Hudson Bay Oil and Gas.
The Nominees have a strong alignment with Viridium's shareholder, as they collectively own, or control or direct, directly or indirectly 3,678,436 common shares of Viridium ("Shares"), representing approximately 8.0% of the issued and outstanding Shares. Sean MacNeil beneficially owns, or controls or directs, indirectly or directly 3,574,019 Shares representing approximately 7.8% of the issued and outstanding Shares. Dan Echino beneficially owns, or controls or directs, indirectly or directly, 104,417 Shares representing less than 1% of the issued and outstanding Shares. The Concerned Shareholder beneficially owns, or controls or directs, indirectly or directly, 3,879,975 Shares representing approximately 8.4% of the issued and outstanding Shares, and Mr. Bob Howard, the controlling shareholder of the Concerned Shareholder also holds 22,377 Shares.
The Concerned Shareholder is confident that this alignment with the shareholders of the Corporation, combined with their expertise and experience, position them to assist the Corporation in leveraging the long-term value and opportunities that the Corporation's current assets represent.
The Concerned Shareholder has not sought or obtained consent from any third party to the use herein of previously published information. Any such information should not be viewed as indicating the support of such third party for the views expressed herein.
Except for the historical information contained herein, the matters addressed in these materials are forward-looking statements that involve certain risks and uncertainties. You should be aware that actual results could differ materially from those contained in the forward-looking statements. The Concerned Shareholder does not assume any obligation to update the forward-looking information.
Information in Support of Public Broadcast Solicitation
The Concerned Shareholder is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.
This solicitation is being made by the Concerned Shareholder, and not by or on behalf of the management of Viridium.
The head office of Viridium is #1150, 707-7th Avenue SW, Calgary, Alberta T2P 3H6.
This press release and any solicitation made by the Concerned Shareholder in advance of the Meeting is, or will be, as applicable, made by the Concerned Shareholder and not by or on behalf of the management of Viridium. All costs incurred for any solicitation will be borne by the Concerned Shareholder, provided that, subject to applicable law, the Concerned Shareholder may seek reimbursement from Viridium for the Concerned Shareholder's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Corporation's board of directors.
Any proxies solicited by the Concerned Shareholder may be solicited by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under applicable laws, including pursuant to a dissident information circular sent to shareholders of Viridium. Solicitations may be made by or on behalf of the Concerned Shareholder, by mail, telephone, fax, email or other electronic means, and in person by directors, officers and employees of the Concerned Shareholder or by the proposed nominees.
It is expected that any proxies solicited by the Concerned 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. The Concerned Shareholder has filed this press release, which contains the information required by section 9.2(4)(c) of NI 51-102 and Form 51-102F5 Information Circular in respect of the Nominees under Viridium's company profile on SEDAR at http://www.sedar.com.
To the knowledge of the Concerned Shareholder, no Nominee is, as at the date hereof, or has been, within 10 years before the date hereof, a director, chief executive officer ("CEO") or chief financial officer ("CFO") of any company (including the Corporation) that was the subject, while the Nominee was acting in the capacity as director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days or was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the Nominee ceased to be a director, CEO or CFO but which resulted from an event that occurred while the Nominee was acting in the capacity as director, CEO or CFO of such company; or is, as at the date hereof, or has been within 10 years before the date hereof, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person 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 has, within the 10 years before the date of this release, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become 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 the proposed director.
To the knowledge of the Concerned Shareholder, no Nominee has been subject to 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 has been subject to any 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 proposed director.
Except as otherwise disclosed herein, to the knowledge of the Concerned Shareholder, neither the Concerned Shareholder, nor any of the Nominees or their respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or will materially affect the Corporation 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 currently known to be acted on at the Meeting, other than the election of directors.
The principal shareholder of the Concerned Shareholder, Mr. Bob Howard, and Sean MacNeil, a Nominee, started Experion, had active roles in running Experion and as a result, the Concerned Shareholder and Sean MacNeil were significant securityholders of Experion at the time of the reverse takeover transaction with the Corporation in October 2017. As a result they each received securities of the Corporation, in an amount less than 10% of the issued and outstanding Shares at that time, in connection with such transaction. In addition, Bob Howard and Sean MacNeil both entered into consulting agreements with the Corporation following such transaction, however, only the Concerned Shareholder continues to provide consulting services to the Corporation as of the date hereof. Both Mr. Howard and Mr. MacNeil received consulting fees in the amount of $15,000 per month for November and December 2017. Starting January 2018, Mr. MacNeil ceased to be compensated for consulting services to Viridium and Mr. Howard agreed to decrease his monthly consulting fee to $10,000 per month. In addition, both Mr. MacNeil and Mr. Howard received restricted share units in connection with their roles as consultants to the Corporation.
SOURCE E & R Holdings Ltd.
For further information: Bob Howard, Email: email@example.com