TORONTO, April 17,
2023 /CNW/ - The group of longstanding shareholders
(the "Concerned Shareholders") of Sernova Corp (TSX: SVA) (OTCQB:
SEOVF) (FSE: PSH) (XETRA: PSH) ("Sernova" or the "Company")
maintains that the decrease in share valuation, lack of investor
updates and progress relating to clinical studies, deficiencies
relating to business development and partnerships, unjustified
compensation as well as corporate governance issues have not been
addressed by the current board of directors, nor by the current
management team.
Our primary objective remains giving shareholders the
opportunity to elect two representative directors to the board,
with an emphasis on positive and constructive contributions to
unlock value and improve Sernova's ability to maintain timelines,
meet key milestones and create meaningful and sustainable
shareholder value.
We see short term opportunities to monetize Sernova's
accomplishments, thus positioning it as an independent, viable
company with renewed relevance in the capital markets.
We also need to ensure that Sernova's lead position in the race to
cure different applications is not eroded. There is urgency
in recognizing that Sernova's competition continue with their
research and trials.
Regarding compensation, we strongly believe that the increases
recommended by Sernova are unreasonable, unjustified, not supported
by company progress or metrics and unwarranted in a context where
Sernova does not yet generate revenue. Below is the
compensation table taken directly and integrally from Sernova
management's circular that demonstrates the explosion in the
compensation amounts over the past two years.
It is to be noted that besides the management circular, there is
not a single independent recommendation in favor of the
compensation resolution.
Long standing shareholders who have helped promote Sernova's
potential to their family, friends and associates in the past years
are mostly supportive of the Concerned Shareholder Group's
initiative to effect unquestionably needed change. These
long-standing shareholders have been front row witnesses to
Sernova's historical and documented episodes of missed deadlines,
unmet commitments, and difficulties in defining and executing a
business plan.
Conversely, we understand that those who have only recently been
exposed to the company may lack this historical context.
Whether shareholders or analysts, without this context, it can be
difficult to challenge current management's assertions and identify
repetitions or inconsistencies with passed promises.
We urge all shareholders to vote according to the Gold Proxy to
ensure:
- Two board members represent shareholder interests (Dr.
Steven Sangha, Mr. Bertram von Plettenberg);
- Unequivocal rejection of the unjustified and unreasonable
compensation resolution;
- A coherent business plan is defined, communicated, implemented
and for which progress will be measured;
- Implementation of commercial initiatives to monetize Sernova's
accomplishments;
- Past and unexplained delays are not repeated; and
- Sernova's market and industry reputations are restored, and
strategic partnerships be put in place.
We look forward to working with the board members and management
following this election to monetize everyone's investment and
ensure Sernova remains in a leadership position… to the benefit of
all shareholders.
The deadline to vote is fast approaching.
Please vote by April 24, 2023
to ensure that your vote is counted! If you have any
questions or requires assistance with voting, please contact Carson
Proxy Advisors at North American toll free phone at 1-800-530-5189,
local (collect outside North
America) 416-751-2066 or by email at
info@carsonproxy.com.
Advisors
Kushneryk Morgan LLP is serving as legal advisor to Dr. Sangha
and Stephan Dubreuil and Carson
Proxy Advisors is acting as strategic shareholder communications
advisor to the Concerned Shareholders.
Cautionary Statement Regarding Forward-Looking
Information
Certain information included, attached to, provided with, or
incorporated by reference into this release may contain
forward-looking statements, as such term is defined and/or used in
applicable Canadian securities legislation, about the objectives of
the Concerned Shareholders as they relate to Sernova, the impact of
the Concerned Shareholders Nominees, if elected, on the financial
condition, results of operations, business strategies, revenue
enhancements, and competitive position of Sernova, each as
described in this release, and other matters.
All statements included or incorporated by reference in,
attached to, or provided with this release, other than statements
of historical fact, are forward-looking statements, including,
without limitation, statements regarding activities, events or
developments that the Concerned Shareholders expect or anticipate
may occur in the future. These forward-looking statements can be
identified by the use of forward-looking words such as "possibly",
"will", "expect", "intend", "plan", "estimate", "potential",
"anticipate", "believe" or "continue" or similar words or the
negative thereof and include statements concerning support for the
Concerned Shareholders, the implementation and timing of the
Corporation's business strategy, the plans and intentions for the
future by the Concerned Shareholders Nominees, the role for members
of current management and the search for new members of management,
transition plans, financing arrangements and the future market for
and liquidity of the Corporation's shares.
The forward-looking statements included in this release are
based on understandings and reasonable assumptions, beliefs,
opinions and expectations of the Concerned Shareholders at the time
they are made. These assumptions include, but are not limited to,
Sernova's future growth potential; its results of operations;
future cash flows; the future performance and business prospects
and opportunities of Sernova; the election of the Concerned
Shareholders Nominees; the ability of the Concerned Shareholders
Nominees, if elected, to effect positive change at Sernova and
appoint other individuals as directors; the response to and outcome
of any court applications that may be made against the Concerned
Shareholders; the implementation and timing of Sernova's business
strategy; the current general and regulatory environment and
economic conditions remaining unchanged; the availability of
financing; operating and capital costs; Sernova's available cash
resources; Sernova's ability to identify, attract and retain
skilled staff, including a new Chief Executive Officer; currency
exchange rates; required capital investments; estimates of net
present value and internal rate of returns; market competition;
ongoing relations with employees and other stakeholders in the
gaming community; and general business and economic conditions.
There can be no assurance that the plans, intentions or
expectations upon which these forward-looking statements are based
will occur. We caution readers of this release not to place undue
reliance on forward looking statements contained in this release,
which are not a guarantee of performance and are subject to a
number of uncertainties and other factors that could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. These factors include shareholder
actions, court decisions, the timing of the Meeting, actions by the
Corporation, its management, members of the Current Board,
unexpected change of control consequences, the failure of
shareholders to nominate the Concerned Shareholders Nominees, the
status of Sernova's assets, financial condition and corporate books
and records, general economic and market conditions, availability
of capital, changes in law, regulatory processes, actions of
competitors, and the ability to implement business strategies and
pursue business opportunities and financing alternatives after a
state of uncertainty. Holders of Common Shares in the capital of
the Corporation are cautioned that all forward-looking statements
involve risks and uncertainties, including those risks and
uncertainties detailed in Sernova's filings with applicable
Canadian securities commissions, copies of which are available
under Sernova's issuer profile at www.sedar.com. We urge you to
carefully consider those factors. The forward-looking statements
contained in this release are expressly qualified in their entirety
by this cautionary statement. The forward-looking statements
included in this release are made as of the date of this release
and the Concerned Shareholders undertake no obligation to publicly
update such forward-looking statements to reflect new information,
subsequent events or otherwise, except as required by law.
SOURCE The Group of Shareholders of Sernova Corporation
