Payfirma CEO Sets Date for Special Meeting; Warns Shareholders Investment is at Risk Without Change to the Board

Michael Gokturk, CEO, Co-Founder and director at Payfirma, issues letter to shareholders urging them to remove three self-interested directors from the Board 

Warns shareholders that Roger Hardy, Marc Levy and Lance Tracey are trying to seize control of the Company and advance a dilutive financing

Urges shareholders to vote their BLUE proxy by October 20, 2017 at 2:00pm (PDT) to enhance value and put a stop to the self-dealings of the three entrenched directors

VANCOUVER, Sept. 20, 2017 /CNW/ - Michael Gokturk, the CEO, Co-Founder and a director at Payfirma Corporation ("Payfirma" or the "Company") announces a special meeting of shareholders for October 24, 2017 at 2:00pm (PDT) and releases a letter warning shareholders of three Payfirma Board members' actions to obstruct Mr. Gokturk's and other directors' efforts to advance a transaction that would move Payfirma shareholders towards liquidity, enhance the Company's value, and offer shareholders the option of continued ownership.

Shareholders are urged to vote their BLUE proxy by October 20, 2017 at 2:00pm (PDT) to prevent the three self-dealing directors from seizing control of the Board.

Shareholders with questions or who need help voting should contact Kingsdale Advisors at 1-855-682-2031 or 1-416-867-2272 outside North America or by email at [email protected].

The full copy of the letter is set out below:

You are receiving this notice because, as a shareholder of Payfirma, you have a very important decision to make regarding our future.

My name is Michael Gokturk and I'm the CEO, Co-Founder and a director of Payfirma. Payfirma is a unique and innovative company and I own 9.29% of its outstanding shares. Payfirma has achieved incredible results, thanks to shareholders like you who believed in our vision and supported us for the past seven years.

Notwithstanding our success to date, your investment in Payfirma is at risk.  I know many of you invested your time and money in Payfirma with the reasonable expectation that the company would undertake a liquidity transaction in the medium term to allow you the opportunity to recoup your investment.  Now, we are closer than ever to the potential of a liquidity event that I believe is in the best interest of shareholders. However, our Board of Directors is at an impasse over the issue.  Three of our six directors, Roger Hardy, Marc Levy and Lance Tracey, have drawn a line in the sand and obstructed our efforts to advance a transaction that would move Payfirma towards liquidity, that would also enhance Payfirma's value and provide you with the option of continued ownership.

To circumvent this Board deadlock, I had suggested as a compromise that the transaction at least be advanced to the point where it could go to you, our shareholders, to accept or reject. But these three directors are opposed to providing shareholders with any say.

Instead, these directors have tried to seize control of the Board and advance an unnecessary and dilutive financing which would significantly increase their collective ownership interest in Payfirma, while requiring you, as an existing shareholder, to provide additional financing to maintain your pro-rata interest. This sort of self-dealing and entrenchment, at the expense of our investors, is not appropriate and not something that I support.

To move Payfirma forward and to keep its positive momentum growing, I ask for your support in removing Roger Hardy, Marc Levy and Lance Tracey as directors and electing Paul Pathak as an independent director.

I HEREBY GIVE NOTICE, pursuant to Section 143 of the Canada Business Corporations Act, that a special meeting (the "Meeting") of holders of common shares (the "Shareholders") of Payfirma Corporation ("Payfirma") will be held at the offices of Borden Ladner Gervais LLP, 1200 Waterfront Center, 200 Burrard Street, Vancouver, British Columbia on Tuesday, October 24, 2017 at 2:00 p.m. (PDT), for the following purposes:

(a)	to remove Roger Hardy, Marc Levy and Lance Tracey as directors of Payfirma;
(b)	to fix the number of directors of Payfirma at four (4) directors;
(c)	to elect Paul Pathak as a director of Payfirma; and
(d)	to require Payfirma to reimburse the undersigned and any other Shareholders requisitioning the Meeting of Shareholders for their expenses reasonably incurred in requisitioning, calling and holding such Meeting.

Mr. Pathak has been a partner with the law firm of Chitiz Pathak LLP since 1996. He is a director of several public companies and would be an independent director of Payfirma. Mr. Pathak holds no shares, options or has any commercial relationship with Payfirma, myself or other Board members. Many of our Shareholders know Mr. Pathak and he was highly recommended as a potential Board nominee by several of our Shareholders who invested in our $13M financing in June 2015.

An information circular and BLUE proxy will be circulated shortly to Shareholders to provide additional information relating to the matters to be dealt with at the Meeting. Solicitation of BLUE proxies will be done primarily by mail, supplemented by telephone, email or other means of contact, and I will pay for all of the costs associated with such solicitations, subject to any reimbursement approved by the Shareholders at the Meeting.

I have retained Kingsdale Advisors ("Kingsdale") to act as my strategic advisory and proxy solicitation agent in connection with the Meeting for an anticipated cost of $50,000. If you have any questions please contact Kingsdale toll-free in North America at 1-855-682-2031 or 1-416-867-2272 outside North America or by email at [email protected].

Only Shareholders of record at the close of business on September 19, 2017 are entitled to vote at the Meeting or any adjournment or postponement.

I have no material interest, direct or indirect, in any of the matters to be acted upon at the Meeting, other than any reimbursement approved by the Shareholders. 

As Shareholders, you are the owners of Payfirma. Only you can decide the future of Payfirma. I look forward to seeing you at the Meeting and speaking with you about how we can secure the future of Payfirma and your investment together.

DATED this 20^th day of September, 2017.

(signed) Michael Gokturk

MICHAEL GOKTURK

SOURCE Michael Gokturk

Kingsdale Advisors Contact, Ian Robertson, Executive Vice President, Communication Strategy, Kingsdale Advisors, Direct: 416-867-2333, 647-621-2646, [email protected]