TORONTO, July 02, 2019 (GLOBE NEWSWIRE) -- A group of concerned shareholders of Star Navigation Systems Group Ltd. (SNA:CSE) (SNAVF:OTCQB) ("Star” or the “Company”) comprised  of registered holders of 26,348,333 common shares of  the Corporation representing 5.12% of the issued and outstanding common shares of the Corporation (the “Concerned Shareholders”),  announced today that they delivered a requisition (the Requisition) to the Company and its Directors on June 25, 2019, requisitioning a special meeting of shareholders (the Meeting) in order to elect a new, shareholder-friendly board slate by August 23, 2019. 

The Concerned Shareholders sent their original Requisition on March 23, 2019, which was subsequently announced by the Company in a press release dated April 3, 2019 entitled Star Navigation Announces Shareholders Concern. Since the date of the original Requisition, the Concerned Shareholders have neither received an adequate response, nor have they seen any update by the Company to the press release.  After many informal discussions stemming from the original Requisition, the Concerned Shareholders believe they have the support of the majority of Star shareholders and are now prepared to follow through with their plan to elect a new, shareholder-friendly board slate by August 23, 2019,  pursuant to s. 105(1) of the Business Corporations Act (Ontario) [OBCA].

THE CURRENT BOARD DOES NOT BEST REPRESENT THE INTERESTS OF SHAREHOLDERS

The Concerned Shareholders are deeply concerned with the performance and leadership of the present management and Board of the Corporation. Specifically, under the leadership of the current CEO and Board of Directors, it has become increasingly apparent over many years that the Company is unable to execute meaningful sales results and create shareholder value.

This is further exacerbated by the fact that two highly-qualified, prominent and independent Directors, who were just elected to the Board at the Company’s last Annual General Meeting, recently resigned from the Board before the end of their first year.  Clearly, the current CEO and Board are unable to instill and retain the confidence of people who would otherwise be able to help the Company succeed.

As such, the Concerned Shareholders strongly believe the election of a new Board of Directors, as well as, the appointment of seasoned industry professionals to key management positions, will result in far greater vision, execution and success, leading to greater shareholder value for all.  

We therefore request the Board to call a meeting of the shareholders of the Corporation:

  1. to elect J. Birks Bovaird, Brian Crawford, Peter M. Clausi, Dr. Stephen Coutts, Zachary Goldenberg, Randy Hoback and Ali Jomaa as directors of the Corporation (the “New Slate”);
  2. to approve and authorize the board of directors of the Corporation to investigate any and all related party transactions in respect of the Corporation; and
  3. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The biographies and relevant work and educational experience of each nominee of the New Slate are set out below.

J. Birks Bovaird, age 72

For a majority of his career, Mr. Bovaird’s focus has been the provision and implementation of corporate financial consulting and strategic planning services. He is the Chairman of Energy Fuels Inc. He was previously the Vice-President of  Corporate Finance for one of Canada’s  major accounting firms. He is Chairman of GTA Financecorp Inc., a reporting issuer in good standing, currently not listed, as well as a member of the audit and compensation committees.  He is an independent director of Noble Mineral Exploration Inc. where he is a member of the  audit committee and chair of the compensation committee. He also serves as an independent director and member of  the audit committee of Interactive Capital Partners Corporation which is  a reporting issuer whose common shares are not currently trading. Additionally, he acts as Chairman of the Board of Buccaneer Gold Corp., a reporting issuer in good standing, not listed. Mr. Bovaird has previously been involved with numerous public resource companies, both as a member of management and as a director. He is a graduate of the Canadian Director Education Program and holds an ICD.D designation.

Brian Crawford, age 72

Mr. Crawford is the CFO of Tempus Capital Inc., CBLT Inc., GTA Financecorp Inc., Colibri Resources Ltd., Interactive Capital Partners Inc. and Searchlight Resources Inc. (all reporting issuers) and has many years’ experience as a financial officer of  private and public   corporations. Brian is a chartered professional accountant and is currently chief financial officer, and the CEO of a private corporate finance company.

Peter M. Clausi, age 55

Mr. Clausi is a lawyer, shareholder activist and capital markets strategist. He is the CEO and a director of CBLT Inc., Interactive Capital Partners Inc., and GTA Financecorp Inc. He is also a director and President of Getchell Gold Corp, and an independent director at Camrova Resources Ltd. and Searchlight Resources Inc. Called to Ontario’s bar in 1990, he has taught at several post-secondary institutions and is a frequent public speaker.

Dr. Stephen Coutts, age 55

Dr. Coutts received his medical degree from the University of Western Ontario, following which he completed his post graduate training in Victoria, BC. Dr. Coutts practiced Emergency Medicine in the United States for several years before returning to Northern Ontario. Dr. Coutts has extensive experience in pain management and addiction medicine. He acts as a lecturer and consultant for major pharmaceutical companies on chronic musculoskeletal pain and cannabiniod therapies. Dr. Coutts was a former registrant with an IIROC member firm for four years.

Zachary Goldenberg, age 30

Mr. Goldenberg is a lawyer by background with significant experience in both the private and public markets as an operator, investor and advisor. Mr. Goldenberg is a principal of Liberty Venture Partners, a Toronto-based investment and advisory firm which focuses on venture investments and providing corporate strategy and transaction advisory services. Prior to founding Liberty Ventures,  Mr.  Goldenberg practised corporate and securities law in Toronto and Vancouver, Canada. Mr. Goldenberg is a graduate of the combined JD / HBA from Western Law and Ivey School of Business and is a member of the Law Society of Ontario.

Randy Hoback, age 51

Randy C. Hoback, MP, was elected to represent the electoral district of Prince Albert in the 2008 Canadian federal election. He was re-elected in the 2011 and 2015 federal elections. Mr. Hoback is a past director of and now Advisory Board member of Getchell Gold Corp.

Ali Jomaa, age 53

Mr. Jomaa is a senior partner with GBB Consulting, an international business consulting firm and a professor at Fanshawe College’s School of International Business.

This news release is for informational purposes only and is not a solicitation of proxies.  Any proxies solicited by or on behalf of the Concerned Shareholders in connection with the Meeting will be solicited pursuant to an information circular or as otherwise permitted by law.

The information contained in this news release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws.  Although the Concerned Shareholders have requisitioned the Meeting, there is currently no record or meeting date and shareholders are not being asked at this time to execute a proxy in favour of the Concerned Shareholders nominees. In connection with the Meeting, the Concerned Shareholders may file a dissident information circular (the Information Circular) in due course in compliance with applicable securities laws.

Notwithstanding the foregoing, the Concerned Shareholders are voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations. This news release and any solicitation made by the Concerned Shareholders in advance of the Meeting is, or will be, as applicable, made by the Concerned Shareholders, and not by or on behalf of the management of Star. All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from Star of the Concerned Shareholders out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the board. 

The Concerned Shareholders are not soliciting proxies in connection with the Meeting at this time, and shareholders are not being asked at this time to execute proxies in favour of the Concerned Shareholders Nominees (in respect of the Meeting). Proxies may be solicited by the Founder's Group pursuant to an Information Circular sent to shareholders after which solicitations may be made by or on behalf of the Concerned Shareholders, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by the Concerned Shareholders, who will not be specifically remunerated therefor.  The Concerned Shareholders may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws.  The Concerned Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholders. 

The Concerned Shareholders are not requesting that Star shareholders submit a proxy at this time. Once the Concerned Shareholders have commenced a formal solicitation of proxies in connection with the Meeting, proxies 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 or the by-laws of Star. None of the Concerned Shareholders or, to their knowledge, any of their associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Star’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Star or any of its subsidiaries; or (ii) 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 to the board.  

SOURCE Concerned Shareholders of Star Navigation Systems

For further information:

Michael A. Gerrior, Partner
Perley-Robertson, Hill & McDougall LLP
613-238-2026 ext. 313