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
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.
Curtis Floyd
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
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
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
Mississippi
- 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
Courtney Roundy
Colorado
- Strategic Advisor
- Senior Director Industry Relations, Charlotte's Web Holdings
Inc. (TSX)
- Founder and President, Harmony
Hemp
- VP Growth, Abacus Health Products
- Nil
Curtis Floyd
California
- 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
Montana
- Founder and President, New Holland Group
- President and CEO, Bhang Inc.
- Managing Director, Ammba, Inc.
- Nil
Michael Wang
California
- CEO, Ispire
- Co-CEO, Sunday Goods & The
Pharm
- CEO, Onestop Internet
- Chief Operating & Fulfillment Officer, Zazzle
- Nil
Steven Jung
California
- Chief Operating Officer, PAX Labs, Inc.
- President and COO, Weedmaps
- Head of Business Operations, LendUp
- Sales, Head of Industry, Twitter
- Nil
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.
Media Contact
Carl Saling, Carl Saling, 13074290194, Carl@hazebrands.co
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SOURCE Carl Saling