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.
Disclaimers
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.