Crucial Shareholder Participation Encouraged: Call to Vote Against Proposed Transaction at Upcoming Meeting
LAS VEGAS, Nov. 29, 2023 /PRNewswire-PRWeb/ -- Carl Saling III ("Saling" or the "Nominating Shareholder") has filed a notice (the "Notice") with YourWay Cannabis Brands Inc. (CSE: YOUR) (OTCQB: YOURF) ("YourWay" or the "Company") for the nomination of 6 highly experienced directors to be elected to the board of YourWay at the annual general meeting to be held on December 28, 2023 (the "Meeting" or the "AGM"). Mr. Saling, personally holds 28,814,400 shares, representing approximately 11% of the Company's issued and outstanding common shares of YourWay. Mr. Saling co-founded Hollister Biosciences, a company that later evolved and rebranded itself as YourWay Cannabis.
Mr. Saling's proposed slate of director nominees are Jamie L Pearson, Michael Wang, Steven Jung, Courtney Roundy, Curtis Floyd and Carl Saling III (the "Nominees"). Mr. Saling has filed the Notice in accordance with the Company's advance notice provisions of the Articles. Mr Saling held 26,801.4 proportionate voting shares that are counted as 1,000 to 1 and 2,013,000 common shares representing a total of 28,814,400 shares in YourWay as of the Meeting's record date, November 16th, 2023.
Mr. Saling urgently represents shareholders deeply alarmed by the company's current trajectory and the looming transaction to sell its primary revenue-generating asset at a price significantly below its fair market value.
Highlighting the critical situation, Mr. Saling states, "We have convened a board of top-tier industry executives, poised to quickly steer the company back on track and protect shareholder interests." He emphasizes the urgency, "The future of the company and the shareholders' prospects for any returns hang in the balance. We must act now." This includes stopping the proposed transaction, prioritizing the completion of the audit and restoring the company's trading status as quickly as possible.
In addition to these efforts, Mr. Saling is calling on all shareholders to exercise their right to vote at the crucial upcoming meeting scheduled for December 28th, 2023. This meeting is a pivotal moment for the company, and Mr. Saling stresses the importance of each shareholder's participation in deciding the company's fate and safeguarding their investments.
Certain information about each Nominee is set out below.
Carl Saling III
Carl Saling III is a prominent leader and entrepreneur in the cannabis and plant-based industries. As the Co-Founder and CEO of HighDay, he's innovating the sector with a unique marketing platform tailored for plant-based businesses. Saling's venture into the cannabis industry began in 2013, leading to the establishment of Hollister Cannabis Co., Hollister city's first legal cannabis company. Under his leadership, Hollister became a key player in California's cannabis market, culminating in its 2019 public listing and transformation into YourWay Cannabis Brands.
Courtney Roundy, a notable entrepreneur in the CBD and personal care product industry, founded Harmony Hemp in 2017 in Salt Lake City. The company, known for its diverse and quality CBD-infused personal care products. In 2020, Harmony Hemp was acquired by Abacus Health Products, Inc. for $5.5 million. Additionally, he played a key role in Charlotte's Web Holdings, Inc.'s acquisition of Abacus Health Products, further consolidating the CBD market.
Mr. Floyd served on the Board of Directors of California-based cannabis producer Next Green Wave, which was acquired in March 2022, by Planet 13, a multi-state cannabis company headquartered in LasVegas, Nevada. In addition, Curtis currently serves on The Board of Directors of 1933 Industries, a Nevada based cannabis cultivator and producer, where he serves on the audit committee.
Jamie L. Pearson
Jamie Pearson has been a highly respected leader in the cannabis industry for over a decade. Jamie spent seven years, including three as the President & CEO, of Bhang Inc. [CSE:BHNG] one of the world's most-awarded and recognized cannabis edible brands, famous for its infused chocolate bars. She served four years as the Vice Chairman of Bhang's Board and served on the Board's audit committee.
Michael Wang, CEO of ISPIRE Technology, Inc. since August 2020, has led the company to a successful IPO on NASDAQ, demonstrating his exceptional leadership and strategic vision.
Steven Jung has held multiple executive roles at leading global companies in the cannabis sector and has an extensive career in operations with experience at fast-growing companies both pre- and post-IPO. Most recently, he served as the Chief Operating Officer of PAX, a leading cannabis brand both in the US and globally. Before joining PAX, Mr. Jung served as President and Chief Operating Officer of Weedmaps (NASDAQ: MAPS), the leading tech company serving the cannabis industry.
Below summarizes, in respect of each Nominee, his name, province or state and country of residence, his principal occupation, business or employment within the last five years, and the number of common shares of Canexus beneficially owned, or controlled, or directed, directly or indirectly, by such Nominee.
Carl Saling III
- Co-Founder and CEO of HighDay
- Co-Founder and CEO of Haze Brands, LLC
- Co-Founder & Senior Advisor to The Board, Hollister Biosciences Inc.
- Co-Founder & Senior Advisor to The Board, YourWay Cannabis Brands
- CEO, Purity Petibles
- Former CEO, Standard Cannabis Company
- Co-Founder and Former, CEO, Hollister Cannabis Co.
- 2,013,000 Common shares
- 26,801.4 Proportionate Voting shares (Convertible on a 1 to 1,000 basis)
- Total 28,814,400 Common shares
- Strategic Advisor
- Senior Director Industry Relations, Charlotte's Web Holdings Inc. (TSX)
- Founder and President, Harmony Hemp
- VP Growth, Abacus Health Products
- Founder and a member of the Board of Directors of Mission Bank
- Member of the Board of Directors, Next Green Wave Holdings Inc.
- Member of the Board of Directors & Audit Committee, 1933 Industries
- Chairman, Board of Directors of Community Action Partnership of Kern
- 7,761,000 Common shares
Jamie L. Pearson
- Founder and President, New Holland Group
- President and CEO, Bhang Inc.
- Managing Director, Ammba, Inc.
- CEO, Ispire
- Co-CEO, Sunday Goods & The Pharm
- CEO, Onestop Internet
- Chief Operating & Fulfillment Officer, Zazzle
- Chief Operating Officer, PAX Labs, Inc.
- President and COO, Weedmaps
- Head of Business Operations, LendUp
- Sales, Head of Industry, Twitter
Information in Support of Public Broadcast Solicitation
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws, however the Nominating Shareholder is providing the following disclosure in reliance on section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in respect of public broadcast solicitations. The Nominating Shareholder intends to file a dissident information circular in due course in connection with the upcoming AGM, in compliance with applicable securities laws.
The information contained herein, and any solicitation made by the Nominating Shareholder in advance of the Meeting, is or will be, as applicable, made by the Nominating Shareholder and not be or on behalf of management of the Company. All costs incurred for any solicitation will be borne by the Nominating Shareholder, provided that subject to applicable law, the Nominating Shareholder may seek reimbursement from the Company of its out-of-pocket expenses, including legal fees. The Nominating Shareholder may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Nominating Shareholder. Any such proxies may be solicited pursuant to a dissident information circular, or by way of public broadcast, including through press releases, speeches, publications and by any other manner permitted under Canadian corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized, or by any other manner permitted by law.
To the knowledge of the Nominating Shareholder, except as maybe disclosed herein, no Nominee is, as of the date of this Notice, or has been, within ten (10) years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade 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 thirty (30) consecutive days (each, an "order"), in each case that was issued while the Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Nominee was acting in that capacity, or within one (1) year of such Nominee 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 (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became 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 such Nominees.
To the knowledge of the Nominating Shareholder, except as maybe disclosed herein, as at the date hereof, no Nominee has been subject to: (a) 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 (b) any other 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 Nominee.
To the knowledge of the Nominating Shareholder, or any associates or affiliates of the foregoing, or 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 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 proposed to be acted on at the Meeting, other than the election of directors.
The Nominating Shareholder also wishes to disclose that Carl Saling, was the director and CEO of Hollister Biosciences Inc. ("Hollister"), a CSE listed company. Saling was issued a management cease trade orders on June 8, 2020 and April 26, 2021, under National Policy 12-203 Management Cease Trade Orders for failure to file its annual financial statements for the year ended December 31, 2020 and for the financial year ended December 31, 2021, and management's discussion and analysis for the for the year ended December 31, 2020 and for the financial year ended December 31, 2021 in the required time.
The Nominating Shareholder also wishes to disclose that Jamie Person, was the director and CEO of Bhang Inc. ("Bhang"), a CSE listed company. Pearson was issued a management cease trade orders on June 16, 2020, April 19, 2021 and April 18, 2022, under National Policy 12-203 Management Cease Trade Orders for failure to file its annual financial statements for the year ended December 31, 2020 and for the financial year ended December 31, 2021, and management's discussion and analysis for the for the year ended December 31, 2020 and for the financial year ended December 31, 2021 in the required time.
Cautionary Statement Regarding Forward-Looking Information
Certain statements contained in this press release, including without limitation statements regarding the upcoming AGM and the Nominees to be nominated by the Nominating Shareholder contain "forward-looking information and are prospective in nature. Statements containing forward-looking information are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future outcomes expressed or implied by the statements containing forward-looking information. Often, but not always, statements containing forward-looking information can be identified by the use of forward-looking words such as "plans", "expects", "intends", "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", or "will" be taken, occur or be achieved. Although the Nominating Shareholder believes that the expectations reflected in statements containing forward-looking information herein made by it (and not, for greater certainty, any forward-looking statements attributable to the Company) are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting the Company's operations will continue substantially in the current state, including, without limitation, with respect to industry conditions, general levels of economic activity, continuity and availability of personnel, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, taxes, that there will be no unplanned material changes to the Company's operations, and that the Company's public disclosure record is accurate in all material respects and is not misleading (including by omission). The Nominating Shareholder cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of the Nominating Shareholder and there is no assurance that they will prove correct. Important facts that could cause outcomes to differ materially from those expressed or implied by such forward-looking information include, among other things, actions taken by the Company in connection with the AGM, the content of subsequent public disclosures by the Company, general economic conditions, legislative or regulatory changes and changes in capital or securities markets. These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the forward-looking information. Other unknown and unpredictable factors could also impact outcomes. Statements containing forward-looking information in this press release are based on the Nominating Shareholder's beliefs and opinions at the time the statements are made, and there should be no expectation that such forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and the Nominating Shareholder disclaims any obligation to do so, except as required by applicable law.
Carl Saling, Carl Saling, 13074290194, [email protected]
SOURCE Carl Saling