TORONTO, March 22,
2023 /CNW/ - Betty Anne
Millar has filed a notice (the "Notice") with Sernova Corp.
(TSX: SVA) (OTCQB: SEOVF) ("Sernova" or the "Company") for the
nomination of two highly experienced independent directors to
be elected to the board of Sernova at the annual general
meeting to be held on April 27, 2023
(the "Meeting"). Mrs. Millar, together with joint actors (the
"Group of Shareholders"), holds directly and indirectly an
aggregate of 35,789,615 shares, representing approximately 12% of
the Company's issued and outstanding common shares of Sernova,
Mrs. Millar's
proposed slate of director nominees
are Dr. Steven Sangha and Mr. Bertram
von Plettenberg (the "Nominees"). Mrs. Millar has filed the
Notice in accordance with the Company's advance notice by-law (By-
Law No. 3). Mrs. Millar held 4.35 million common shares in Sernova
as of the Meeting's record date,
March 8, 2023. A copy of the
Notice is attached.
The Group of Shareholders consists of joint actors Mrs. Millar,
Dr. Steven Sangha, Mr. von
Plettenberg, Stephan Dubreuil, Tomas Angel, and
Garry Deol.
The Group of Shareholders has been in discussions with the
current CEO and Chairman of Sernova to communicate their desire to
have Nominees on the circular for the Meeting.
The Group of Shareholders is seeking to strengthen the Board of
Directors and improve Sernova's positioning within a very
competitive environment. Dr. Sangha and Mr. von Plattenberg will provide capital market
and business execution experience, guidance to accelerate the
progress of different research and clinical initiatives as
well as improve the company's profile with better promotion and
investor relations, all the while being vigilant on
costs and the capital share structure.
Mrs. Millar said "I have been a shareholder of Sernova Corp.
since March 1, 2014. I am delighted
to have the opportunity to nominate Dr. Steven Sangha and Mr. Bertram von Plettenberg for election as
directors of Sernova at the upcoming annual general
meeting. Both Mr. von Plettenberg and Dr. Steven Sangha are passionate shareholders
of Sernova and are in touch with the company's
shareholders. They both are deeply knowledgeable about
the concerns of their fellow shareholders. Dr. Sangha and Mr.
von Plettenberg look forward to
becoming directors of Sernova to provide their knowledge and
guidance to assist Sernova to reach its full potential
for the benefit of all of
its stakeholders."
The Group of Shareholders has acted amicably, in good faith and
in compliance with all relevant statutory regulations and
company by-laws. Given the low level of share ownership by the
current directors, the Group of Shareholders believes that a
stronger shareholder voice on the board is necessary to ensure
the concerns of shareholders are communicated and
actioned as appropriate.
Dr. Sangha and Mr. von
Plettenberg are also both long-time and significant Sernova
shareholders, having become shareholders in 2015 and 2016
respectively. Dr. Sangha holds over 12 million shares in Sernova
and Mr. von Plettenberg holds approximately 1.6 million
shares. They would bring this perspective to the
board when considering what
is in the overall best
interests of Sernova.
Dr. Sangha and Mr. von Plettenberg's addition to the Sernova board will assist the Company considerably to realize its full potential.
Their resumes are included
in the Notice, which is attached.
Certain information about each Nominee is set out below.
Dr. Sangha
Name and Age: Steven Sangha
(52 years old)
Business address:
101 – 12465 Harris Road,
Pitt Meadows, BC
V3Y 2J5
Residential address:
10460 Granville Avenue
Richmond, BC
V6Y 1R4
Current Principal Occupation or Employment and Principal
Occupation or Employment within
the Five Preceding Years: Dentist (Dr Steven Sangha
Inc). Dr. Sangha is an experienced and successful
investor, executive and corporate director. He has extensive
experience investing with start ups and early stage companies like
Sernova and has focused
on biotechnology companies, among other areas. A successful medical entrepreneur
in the dentistry field, Dr. Sangha also has experience working with
pharma/biotechnology companies undertaking clinical trials and
engaging with the necessary regulatory processes.
Dr. Sangha has confirmed he will comply with the Company's
Corporate Policies and Guidelines. Dr. Sangha is "independent" of
the company within the meaning of sections 1.4 and 1.5 of National
Instrument 52-110 Audit Committees.
Number of Sernova Common Shares Directly and
Indirectly Owned or Controlled: 12,288,900 as of the Meeting's
record date, March 8,
2023.1
Position with the Company, Proposed Office and Term:
Proposed Director. Upon appointment at the Meeting he will serve as
a director for a term expiring at the next annual general
meeting.
Mr. von Plettenberg
Name and Age: Bertram
von Plettenberg (67 years old)
Business and Residential: address
Glorihoechi 4
6403 Kuessnacht a. R.
Switzerland
Current Principal Occupation or Employment and Principal
Occupation or Employment within the Five Preceding Years:
Investor and business consultant (self-employed and CMF –
Consulting, Management & Finance AG). Mr. von Plettenberg
has significant corporate planning, financing and
M&A expertise. Mr. von Plettenberg worked closely with
Sernova's leadership in 2020-2021 to develop the Company's
first comprehensive financial plan and helped Sernova engage with a
large U.S. medical- technology corporation regarding
a potential partnership.
Mr. von Plettenberg has confirmed he will comply
with the Company's Corporate Policies and Guidelines. Mr. von
Plettenberg is "independent" of the company within the meaning of
sections 1.4 and 1.5 of National Instrument 52-110 Audit
Committees.
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1 Includes
6,891,700 common shares held by Dr. Sangha directly, 4,500,000
common shares beneficially controlled by Dr. Sangha through Dr
Steven Sangha Inc., a BC corporation Dr. Sangha controls, and
897,200 shares beneficially controlled by Dr.
Sangha on behalf of Karen Dahri.
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Number of Sernova Common Shares Directly Owned or
Controlled: 1,576,600 as of the
Meeting's record date, March 8, 2023.
Position with the Company,
Proposed Office and Term: Proposed
Director. Upon appointment at the Meeting he will serve as a
director for a term expiring at the next annual general
meeting.
The Group of Shareholders is not soliciting proxies in
connection with the Meeting at this time. The Group of Shareholders
is acting jointly and in concert.
Dr. Sangha and Mr. Dubreuil have retained Kushneryk Morgan LLP (kmcounsel.ca) as
legal counsel.
Additional Information Regarding Early Warning 2
In connection with the dissemination of this news release and
the filing of the Notice, the Group of Shareholders determined that
they were working "jointly or in concert" with respect to their
efforts to have the Nominees nominated pursuant to the Notice.
As at the date of this news release, Mrs. Millar holds direct
ownership and control over an aggregate of 4,008,700 common shares
of the Issuer; Dr. Sangha holds direct and indirect ownership and
control over an aggregate of 12,288,900 common shares of the
Issuer;3 Mr. von Plettenberg holds direct ownership
and control over an aggregate of 1,576,600 common shares of
the Issuer; Mr. Dubreuil holds direct and indirect ownership
and control over an aggregate of 670,275 common shares of the
Issuer;4 Mr. Angel holds direct ownership
and control over an aggregate of 14,900,000 common shares of
the Issuer; and Mr. Deol holds direct
ownership and control over an aggregate of
2,345,140 common shares of the Issuer.
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. In connection with the
meeting, the Group of Shareholders may file a dissident information
circular in due course in compliance with applicable securities
laws.
The information contained herein, and any solicitation made by
the Group of Shareholders in advance of the Meeting, is or
will be, as applicable, made by the Group of Shareholders and not
by or on behalf of the management of Sernova. All costs
incurred for any solicitation will be borne by the Group of
Shareholders, provided that, subject to applicable law, the
Group of Shareholders may seek reimbursement from Sernova
of the Group of Shareholders' out-of-pocket expenses,
including proxy solicitation expenses and legal fees, incurred
in connection with a successful reconstitution of Sernova's board
of directors. The Group of Shareholders is not soliciting
proxies in connection with a general meeting of shareholders of the
Company at this time.
The Group of Shareholders may engage the services of one or more
agents and authorize other persons to assist in soliciting proxies
on behalf of the Group of Shareholders. Any proxies solicited by or
on behalf of the Group of Shareholders, including by any other
agent retained by the Group of Shareholders, may be solicited
pursuant to a dissident information circular or by way of public
broadcast, including through press releases, speeches or
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.
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2
Information as to the securities of Sernova beneficially owned or
controlled, or directed, directly or indirectly by the Nominees and
the other members of the Group of Shareholders, not being within
the knowledge of Mrs. Millar, has been furnished by such persons as
of the date of this notice and reflects securities owned or
controlled as at the date hereof.
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3 Includes
6,891,700 common shares held by Dr. Sangha directly, 4,500,000
common shares beneficially controlled by Dr. Sangha through Dr
Steven Sangha Inc., a BC corporation Dr. Sangha controls, and
897,200 shares beneficially controlled by Dr.
Sangha on behalf of Karen Dahri.
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4 Includes 180,491 common shares held
by Mr. Dubreuil directly and 489,784 common shares beneficially
controlled by Mr. Dubreuil
through E30V Inc., a Canadian corporation Mr. Dubreuil
controls.
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Sernova's head office is located at 700 Collip Circle, Suite
114, London, Ontario, N6G 4X8.
Sernova's registered address is Suite 1500 – 1055 West Georgia
Street, Vancouver, British
Columbia, V6E 2N7. A copy of this press release may be
obtained on Sernova's SEDAR
profile at www.sedar.com.
SOURCE
The Group of Shareholders of Sernova Corporation
