GrowMax Resources Corp. (the “
Company” or
“
GrowMax Resources”) (TSX-V: GRO) filed its
management information circular (the “
Circular”),
on Tuesday, in preparation for its annual and special meeting of
Shareholders (the “
Meeting”) to be held on
September 25, 2018.
At the Meeting, shareholders will be asked to
consider and approve a number of items of business including the
previously announced (on August 28, 2018) proposed acquisition (the
“Proposed Acquisition”) of PrimaSea Holdings Ltd.
(“PrimaSea”), which, through its wholly-owned
subsidiary (Fertimar Mineracao e Navegacao Ltda.), is an
established producer of lithothamnion-based animal feed and plant
fertilizer products in Brazil.
Pursuant to the transaction, the Company will
acquire all the issued and outstanding shares of PrimaSea in
exchange for 50% of the common shares of GrowMax Resources,
representing an approximate 30% premium over GrowMax’s 60-day
volume weighted average price. This Proposed Acquisition has been
unanimously approved by GrowMax’s Board of Directors (the
“Board”) and already has the support of the
holders of over 32% of GrowMax shares.
In conjunction with the Circular, the Company is
mailing a letter to shareholders (see attached PDF) detailing the
benefits of the Proposed Acquisition. PrimaSea brings with it
several significant value drivers including near-term cash flow,
long-term growth and value potential, and a strengthened management
team with a track record of managing successful companies.
Vote Your BLUE Proxy to Keep GrowMax on the Right
Track
To benefit from the PrimaSea transaction and to
grow value, shareholders are encouraged to vote only their BLUE
proxy for all of management’s resolutions including FOR
management’s director nominees and FOR the Proposed Acquisition.
The deadline to vote is 10:00 a.m. (Calgary time), being
12:00 p.m. (Toronto time), Friday, September 21, 2018.
Voting is now open. Becoming a voter is fast and
easy. Follow the instructions on the attached Voting Table.
If you have questions or need help
voting contact Kingsdale Advisors at 1-866-581-1479 or
contactus@kingsdaleadvisors.com. There is a team standing by to
help.
Further information on the Proposed Acquisition
and the Meeting is described in detail in the Circular which is
available at the Company’s website and issuer profile at
www.sedar.com.
Advisors
Bordeaux Capital Inc. is acting as financial
advisor to GrowMax in connection with the Acquisition. As noted
above, Bordeaux has also provided an opinion to the GrowMax Board
with respect to the fairness to GrowMax of the exchange basis for
the Acquisition. Bordeaux is to receive financial advisory fees in
connection with the Acquisition and providing its opinion, which
are described in the Circular for the upcoming 2018 Shareholder
Meeting.
Kingsdale Advisors is acting as strategic
shareholder, proxy solicitation, and communications advisor to
GrowMax. McCarthy Tetrault LLP and Lobo & de Rizzo Advogados
are acting as Canadian and Brazilian legal advisors to GrowMax,
respectively.
Cassels Brock & Blackwell LLP and Castro,
Barros, Sobral, Gomes Advogados are acting as Canadian and
Brazilian legal advisors to the vendors, respectively.
For more information, please contact:
Stephen Keith, P. Eng. President and CEO Tel.: +1 (647) 299 0046
Email: info@growmaxcorp.comwww.growmaxcorp.com
Media Contact: Ian Robertson
Executive Vice
President, Communication Strategy Kingsdale Advisors
Direct: +1 (416) 867-2333
Cell: +1 (647) 621-2646 Email: irobertson@kingsdaleadvisors.com
About GrowMax Resources
Corp.
GrowMax Resources Corp. is a publicly listed
Canadian company holding exploration assets bearing phosphate and
potassium-rich brine resources on its Bayovar Property, which is
located in the Sechura Desert in northwestern Peru.
GrowMax has been focusing its efforts on
leveraging its existing balance sheet to consolidate junior
fertilizer assets in Latin America, targeting projects with
favorable margins and generating cash flow. The Company’s vision is
to become a prominent player in the Latin American fertilizer
industry.
Forward Looking Information
Certain statements contained in this news
release may constitute “forward-looking information” as such term
is used in applicable Canadian and US securities laws. Any
information or statements contained herein that express or involve
discussions with respect to predictions, expectations, plans,
projections, objectives, assumptions or future events should be
viewed as forward-looking information. Such information relate to
analyses and other information that are based upon forecasts of
future results, estimates of amounts not yet determinable and
assumptions of management. Such forward-looking information involve
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of GrowMax to
be materially different than those results, performance or
achievements expressed or implied by such forward-looking
information.
In particular statements (express or implied)
contained herein regarding the following should be considered as
forward-looking information: the SPA and the anticipated benefits
of the Proposed Acquisition; GrowMax’s goals, growth, plans,
strategies and objectives; GrowMax’s exploration and development
activities; the consolidation of junior fertilizer assets; global
price indicators; opportunities in the specialty fertilizer and/or
nutrient space; the ability to target projects with favorable
margins and generating cash flow; becoming a leading producer of
fertilizer products and a prominent player in the Latin American
fertilizer industry.
Additional forward-looking information is
contained in the Company’s most recent Annual Report, and reference
should be made to the additional disclosures of the assumptions,
risks and uncertainties relating to such forward-looking
information in that document.
There is no assurance that such forward-looking
information will prove to be accurate as actual results and future
events could vary or differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward looking statements contained in this news
release. This cautionary statement expressly qualifies the
forward-looking statements contained herein.
Forward‐looking information is based on
management’s beliefs, expectations, estimates and opinions on the
date statements are made and GrowMax undertakes no obligation to
update forward-looking information and whether the beliefs,
expectations, estimates and opinions upon which such
forward-looking information is based has changed, except as
required by applicable law.
Further Cautionary
Statement
Completion of the Proposed Acquisition is
subject to a number of conditions, including but not limited to,
TSX Venture Exchange acceptance and shareholder approval. Where
applicable, the Proposed Acquisition cannot close until the
required shareholder approval is obtained. There can be no
assurance that the Proposed Acquisition will be completed as
proposed or at all.
Investors are cautioned that, except as
disclosed in the Circular, any information released or received
with respect to the Proposed Acquisition may not be accurate or
complete and should not be relied upon. Trading in securities of
GrowMax should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way
passed upon the merits of the Proposed Acquisition and has neither
approved nor disapproved the contents of this news release.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THE RELEASE.
PDF documents accompanying this announcement are
available at:
http://resource.globenewswire.com/Resource/Download/6239bb35-0140-4b64-822e-d6188a4b6cc5
http://resource.globenewswire.com/Resource/Download/a1ff5811-32a0-40ea-96cf-112c7de45bd2
http://resource.globenewswire.com/Resource/Download/45cfd5db-5cb3-4d22-8c75-78e2c1501a4d
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