UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
Consent
Revocation Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934
Filed
by the Registrant
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[X]
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Filed
by a Party other than the Registrant
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[ ]
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Check
the appropriate box:
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[ ]
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Preliminary
Consent Revocation Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Consent Revocation Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material under §240.14a-12
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TARONIS
FUELS, INC.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Consent Revocation Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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On
March 12, 2021, Taronis Fuels, Inc. issued the following press release:
Urges
Shareholders to Sign GREEN Consent Revocation Card and NOT Return any WHITE Consent
Solicitation Cards
Peoria,
AZ, March 12, 2021 – Taronis Fuels, Inc. (“Taronis” or “the Company”) (OTCQB:TRNF), a global
producer of renewable and socially responsible fuel products, issued the following statement in response to a letter sent by Thomas
Wetherald and Tobias Welo (“Wetherald/Welo”) who are seeking to remove, without cause, all five members of the Company’s
Board of Directors.
“Taronis
shareholders should not be misled by the false information being disseminated by the Welo/Wetherald activist group. The activist’s
diatribe of manufactured grievances is nothing more than an attempt to distract shareholders from the fact that they are trying
to steal the company, to take control without paying shareholders for it.”
“Taronis
has made significant progress toward improving cash flow and the Company’s capital position, including reducing operating
expenses, attracting several critical new hires across multiple retail markets, and executing on its plan to expand its whole
industrial gas operations into California and Arizona.
“Taronis
urges shareholders to sign and return the Company’s GREEN Consent Revocation Card and disregard any white consent cards
received from Wetherald/Welo activist group.”
Important
Additional Information and Where to Find It
In
connection with the consent solicitation initiated by Wetherald/Welo and the Activist Group, the Company has filed a definitive
consent revocation statement and accompanying GREEN consent revocation card and other relevant documents with the Securities and
Exchange Commission (the “SEC”), which will also be mailed to Taronis’s shareholders. STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE COMPANY’S DEFINITIVE CONSENT REVOCATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO),
ACCOMPANYING CONSENT REVOCATION CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the consent revocation statement,
any amendments or supplements to the consent revocation statement and other documents that the Company files with the SEC at the
SEC’s website at www.sec.gov or the Company’s website at http://www.taronisfuels.com/investors/overview/ as soon as
reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
Certain
Information Regarding Participants to the Solicitation
The
Company, its directors and certain of its executive officers may be deemed participants in the solicitation of consent revocations
from the Company’s stockholders. Information regarding the participants of Taronis in the solicitation of consent revocations
and a description of their direct and indirect interests, by security holdings or otherwise, is contained in Taronis’s definitive
consent revocation statement filed with the SEC on March 10, 2021. Other information about the directors and executive officers
of Taronis is set forth in the Company’s Annual Report on Form 10-K filed with SEC on May 22, 2020. These documents can
be found on the SEC’s website at www.sec.gov or the Company’s website at http://www.taronisfuels.com/investors/sec-overview/all-sec-filings/.
Forward-Looking
Statements
This
press release contains forward-looking information about TRNF within the meaning of the Private Securities Litigation Reform Act
of 1995 and other federal securities laws. Any statements contained herein which do not describe historical facts, including,
among others, the belief that any corporate action taken must be for the benefit of all Company shareholders and must be rooted
in a strong understanding of the industrial gas and welding supply industry, TRNF’s business and its important milestones
ahead, beliefs about TRNF’s strategy and long-term value creation, beliefs about TRNF’s strategic plan and implementation
thereof, beliefs about TRNF’s financial profile and its Board and expectations as to and beliefs about the consent solicitation
are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from
those discussed in such forward-looking statements.
Such
risks and uncertainties include, among others, the impact and results of the consent solicitation and other activism activities
by Wetherald/Welo, the Activist Group and/or other activist investors; as well as those risks identified in TRNF’s filings
with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2019, its Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2019 and June 30, 2019 and subsequent filings with the SEC which are available at the SEC’s
website at www.sec.gov. Any such risks and uncertainties could materially and adversely affect TRNF’s results of operations,
its profitability and its cash flows, which would, in turn, have a significant and adverse impact on TRNF’s stock price.
TRNF cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made.
TRNF disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events,
conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will
differ from those set forth in the forward-looking statements.
About
TRNF
Taronis
Fuels, Inc. is a global producer of renewable and socially responsible fuel products. Our goal is to deliver environmentally sustainable,
technology driven alternatives to traditional fossil fuel and carbon-based economy products. We believe our products offer a vastly
cleaner solution to legacy acetylene and propane alternatives.
Taronis
is also dedicated to providing fundamentally safer solutions to meet the industrial, commercial and residential needs of tomorrow’s
global economy. Our products have been rigorously tested and independently validated by global gas authorities as vastly safer
than acetylene, the most dangerous industrial gas in use today.
Lastly,
we strive to deliver products that offer significant function superiority at a reduced cost to the end consumer. Through these
efforts, we support 9 of the 17 United Nations Sustainable Development Goals. For more information, please visit our website at
www.taronisfuels.com.
Taronis
Fuels Contacts:
Investors:
Taronis
Fuels
ir@taronisfuels.com
or
MacKenzie
Partners, Inc.
Bob
Marese/Larry Schimmel
212-929-5500
Proxy@mackenziepartners.com
Media:
Reevemark
Paul
Caminiti/Pam Greene
(212)
433-4600
Taronis@reevemark.com
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