Robix Shareholder Meeting Requisition
MELVILLE, Saskatchewan, Feb. 26, 2018 (GLOBE NEWSWIRE) -- Certain shareholders of Robix Environmental Technologies, Inc. (“Robix” or the “Corporation”) (RZX:CSE) (Frankfurt:R0X) are announcing that they have issued a shareholder meeting requisition to the Board of Directors dated February 12, 2017 (the "Requisition") on behalf of a group of concerned shareholders of Robix. The Requisition is issued by David Kushniruk, Peter Lacey, Alan Kerr, Cory Hlus and Rod Ross (the "Concerned Shareholders").
The Requisition requests the convening of a meeting of shareholders of the Corporation at which the shareholders will be asked to vote on a resolution to replace the current directors of the Corporation.
The meeting is being called:
- to set the number of the board of directors of the Corporation to be elected at the Meeting at five (5);
- to re-appoint the following two (2) incumbent directors of the Board;
- Mark Bentsen
- Dale Oleksyn
- to remove the following two (2) incumbent directors of the Board:
- Robin Ray
- Josh Macnevin
- to elect the following additional three (3) nominees proposed by the undersigned as new directors of the Corporation:
- James Tworek
- Josef Korec
- Aziz Khadem
The Concerned Shareholders believe that the board of Robix, as currently constituted, has failed to be responsive to shareholder expectations and has no coherent strategy for value creation for shareholders. It is very clear that a newly constituted board of directors is required to unlock the full potential value of Robix’s assets for shareholders, and steward the Corporation through an important and active period of revenue creation.
If the Concerned Shareholders are successful at the meeting, the new board will be composed of Mr. James Tworek, Mr. Joseph Korec, Mr. Aziz Khadem, Mr. Mark Bentsen and Mr. Dale Oleksyn (the "Nominees").
The Concerned Shareholders collectively own or exercise control or direction over more than 5% of the outstanding common shares of Robix.
The board must call the Shareholder meeting within 21 days of receiving the requisition. Further information will be issued by the Concerned Shareholders in due course.
Nominee Biographies
Mr. Josef Korec
Josef Korec is the president of RA Global Group. With over 25 years' experience in international business, Josef provides strategic direction for the company, specializing in corporate (re)structuring, financing, and corporate growth, and leading his team of consultants in identifying potential business opportunities and ventures, and connecting these to the appropriately qualified producers and end-user clients.
An international commodities trading house and business and consultancy, RA Global Group Inc. provides services for business set-up; market-entry; procurement & logistics programs; project management; and government relations I facilitation expertise across the industrial; energy; mining; agriculture & forestry; humanitarian & social development; transportation and (critical) infrastructure sectors.
Founded in 1991, RA Global has over the last 26 years closed hundreds of private, commercial and government projects in over 20 countries, including dozens of P2 and P3 projects. With over $11 Billion of project financing facilitated since being established, RA Global has a proven reach into the highest levels of corporate and government leadership, and built effective and profitable relationships in North, Central and South America, Europe, West Asia, and Africa for both its corporate clients and itself. He has overseen the growth of an initial family operation to a global consultancy with 10 offices on 4 continents, and over 40 staff.
Although no longer flying day-to-day, Josef also holds a commercial pilot's license, and is also president of Luna Air Inc. and Luna Express, a privately owned international charter airline and transportation/logistics company with operations expanding into the Central, South American, and African markets in 2018. Living in Calgary, Canada, Josef holds a Bachelors' degree in Business Administration and multiple qualifications from the aviation engineering sector.
Mr. Aziz Khadem, MHS
Aziz is President and CEO of Risk Control International Inc., a Canadian firm providing strategic risk management advisory, consultancy and security service solutions to companies operating in high-risk locales, primarily in the oil & gas/energy, industrial and government sectors. He is a government recognized subject matter expert on critical infrastructure protection, emergency response, and business continuity/resumption planning.
Prior to Risk Control, Aziz worked for the Alberta Government and was a member of a specialized covert narcotics/ organized and major crimes investigations unit, and then supervisor of the province's regional intelligence section. He served as specialist advisor to the Alberta Premier and was lead security consultant to five government ministries, conducting Threat-Risk-Vulnerability Assessments on critical infrastructure facilities, ministers, judges, other identified at-risk persons, and the Premier.
Aziz also serves as CEO of StromTech Energy Services Ltd., a Calgary based company providing engineering, project management and implementation expertise in the delivery of flexible-response and sustainable energy and water treatment solutions to remote and austere regions.
Aziz holds a Master's degree in Human Security from Royal Roads University, with focus on reliable access to energy, food and clean water for remote communities in Canada and internationally.
Mr. James Tworec
James has worked in Banking and Finance for 18 years, having started his analytical and underwriting career in commercial banking in 1998. He has consulted with a wide variety of companies, predominantly in the commercial real estate development, legal Cannabis marketplace and Oil and Gas E&P and services sector across Canada. His experience in working at a small-cap commercial development fund for 7 years brought about a solid repertoire with equity-based lending and business start-up activities. Through his history in mortgage finance, project finance, funding energy, construction and development projects, James has helped many clients perform turnaround activities on their portfolios, including ailing or stalled commercial projects.
He has obtained several financial designations through his career including the CSC, PFP, IFIC, and EMR. In recent years, James has shifted to both domestic and international corporate finance consulting, liaising with legal, trustee, underwriting and capital markets partners to source seed and growth capital former-IPO firms, publicly traded companies and develop, issue and market 144A private placement securities and institutional-level structured products.
Mr. Mark Bentsen
Mark grew up in the oil and gas industry with experience in drilling, completions and production with a focus on contract drilling, production testing, drilling fluids, water handling and treatment, bit manufacturing, artificial lift, directional drilling and software development. With a Bachelor of Business Administration from Acadia University with majors in accounting and finance along with being a Varsity hockey player Mark received the University's highest Academic and Athletic Award.
From 1991 to 1998, Mark held increasing roles of responsibility roles with ATCO Drilling/Akita Drilling including Contracts Administrator, Contracts Manager and VP Corporate Development. In 1998, founded Direction Plus and then took the company public in 2000 and was subsequently renamed Cathedral Energy Services. Cathedral Energy Services (CEO, President, Director) from inception to retirement in 2013 and lead the company's equipment development and expansion across North America and completing multiple key acquisitions along the way while returning significant equity returns for Cathedral shareholders. Growth was largely organic and funded with minimal equity.
Mark was formerly a director of Patch International, a former Heavy Oil play which was recently merged with Stem Holdings, a real estate developer specializing in retail and warehouse space for the cannabis industry. Presently Mark is a Director, Investor and consultant to Petrosight Inc., a software provider and developer for oil and gas operators. As well, Mark is CEO and VP Sales and Marketing for Quantum Downhole Systems, a leading provider of horizontal wellbore intervention technologies.
Mr. Dale Oleksyn
Dale has worked successfully in the farm equipment and automotive industry for over 35 years. While working for the Case Corporation, Dale achieved the Top (number one) North American Sales ranking for eight consecutive years. Highlights of Dale's career include rebuilding and restructuring a farm equipment dealership and an automotive dealership, which both became very successful as a result.
In addition, Dale has contributed to his community through two terms as a councillor on his local municipal government and sat on numerous Boards. It was important to Dale that during his terms on Council, the budget was not only balanced but a surplus was realized.
Dale's plans for Robix include a focus on profitability and to rebuild and restructure the company into a revenue-based company. Dale believes Robix is on the precipice of some great business arrangements to drive profit and please shareholders. Dale sets goals and achieves them with a positive attitude and plans to bring this drive to his new role with Robix. As a major investor in Robix, in its early days as MLB Industries Inc., Dale has a track record of commitment to this company.
About Robix:
The Corporation is an “industrial products/technology” company, offering to investors a unique opportunity to participate in a leading company in the business of ownership of patents, and their development from commercialization to worldwide expansion through various business arrangements. Robix owns a Clean Ocean Vessel (“COV”) patent, which is an oil spill recovery vessel design with the capability to recover oil in rough and debris laden sea conditions. Robix has recognized a worldwide market opportunity for effective containment, recovery and disposal equipment, particularly in the oil spill protection industry, and it proposes to develop a business model as a service provider, and/or equipment provider under licensing agreements with other industry participants, wherein Robix will use its COV patented design solution.
For more information on this announcement, please contact:
David Kushniruk - Email: kdavid@sasktel.net
Additional Information Relating to Public Broadcasts
The information contained in this release is provided in accordance with Canadian securities laws applicable to public broadcast solicitations. To the extent required by applicable law, the Concerned Shareholders are relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators ("NI 51-102") to make this public broadcast. The statements made in this press release are not made by or on behalf of Robix or its management and, except as otherwise stated herein, are made by the Concerned Shareholders.
The Concerned Shareholders collectively own, or control or direct, directly or indirectly, 4,957,352 shares of Robix, representing approximately 7.9% of the issued and outstanding Robix shares. The Concerned Shareholders will bear all costs and expenses associated with any solicitation of proxies, including in connection with any requisitioned meeting to determine the Board Changes (a "meeting"), however the Concerned Shareholders intend to seek reimbursement from the Corporation for expenses reasonably incurred in connection with any such requisition and solicitation of proxies.
Any proxies solicited, including in connection with a meeting, may be solicited by or on behalf of the Concerned Shareholders, including by professional proxy solicitors which may be retained by the Concerned Shareholders from time to time, and such proxies may be solicited by way of public broadcast including through press releases, speeches, or publications, as well as by mail, telephone, e-mail or other electronic means or in person or by any manner permitted by law. A proxy may be revoked by instrument in writing executed by a shareholder or by his 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. If required by applicable law, any reference herein to a solicitation of proxies includes the notice and requisition referred to herein.
Information relating to the number of shares beneficially owned, or controlled or director (directly or indirectly) by the Nominees, as well as information relating to the present principal occupation, business or employment of each Nominee within five preceding years, not being within the knowledge of the Concerned Shareholders, has been furnished to the Concerned Shareholders by the respective Nominees and provided above under the heading "Information Concerning the Nominees" together with the province or state and country of residence of each Nominee. To the knowledge of the Concerned Shareholders, none of the Nominees have previously served as a director of Robix. Percentages reported herein based on the total number of issued and outstanding shares of Robix have been calculated based on the Corporation's total number of issued and outstanding shares as disclosed by the Corporation.
To the knowledge of the Concerned Shareholders, except as noted below, no Nominee is, at the date hereof, or has been, within 1O years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company (including Robix) 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, 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 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, in each case 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 (including Robix) that, while such Nominee was acting in that capacity, or within a year of such Nominee ceasing to act in that capacity, 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 its assets; or (c) a bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Nominee.
Mark Bentsen has been a director of Patch International Inc. ("Patch") since January 2007 and continues to be a director of Patch. The Alberta Securities Commission issued a cease trade order against Patch on October 2, 2009 for failing to make required annual continuous disclosure filings for its financial year ended May 31, 2009. Between October 2009 and October 2015, Patch did not conduct any material business. On November 27, 2015, Patch filed an application for a full revocation of the cease trade order which was granted by the Alberta Securities Commission on April 20, 2016.
To the knowledge of the Concerned Shareholders, 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.
None of the Concerned Shareholders or their respective associates and affiliates and, to the knowledge of the Concerned Shareholders, none of the Nominees or their respective associates or affiliates, have any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or its subsidiaries.
The registered address of Robix is located at 1000, 250 – 2nd Street S.W., Calgary, Alberta, T2P 0C1. A copy of this press release may be obtained on the Corporation's SEDAR profile at www.sedar.com.
No stock exchange or any securities regulatory body has reviewed the contents of this news release.