/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, Aug. 12, 2019 /CNW/ - GrowMax Resources Corp.
(TSXV: GRO) (the "Company" or "GrowMax") reports
the results of its Annual and Special Meeting of Shareholders (the
"Meeting") held on August 7,
2019, in Vancouver, British
Columbia. At the Meeting, all matters presented for approval
at the Meeting by management were duly approved and authorized,
including:
- the election of Kulwant Malhi,
Michael Sadhra, Bala Reddy Udmala
and Alfred Wong as directors of the
Company to hold office until the Company's next annual general
meeting or until such time as their successors are duly elected or
appointed in accordance with the Company's constating
documents;
- the appointment of PricewaterhouseCoopers LLP as auditor of the
Company for the ensuing year;
- the ratification of the Company's Stock Option Plan for
continuation until the Company's next annual general meeting;
- the adoption of the Company's Fixed Restricted Share Unit
Plan;
- the continuation of the Company from the Province of
Alberta under the provisions of
the Business Corporations Act (Alberta) and into the Province of British Columbia under the provisions of the
Business Corporations Act (British
Columbia);
- the change of business of the Company from a mining issuer to
an investment company;
- the voluntary delisting of the Company's common shares (the
"Common Shares") from the TSX Venture Exchange; Although
this approval was obtained from shareholders, Management will not
be moving into USA related
Cannabis operations until such time as full legalization is
implemented in the USA. At that
time the more senior and liquid exchanges like the TSX-V and NasDaq
and OTCQB will dominate the trading in these equities. A decision
was made by the Board of Directors to maintain a listing on the
TSX-V and not move to the CSE.
- the reduction of stated capital of the Company and the
completion of a return of capital to shareholders of the Company.
The company will be setting a record date in the next 7-10 days and
will seek to pay out the dividend within 30-45 days of record
date.
Investment in First Responder Technologies
GrowMax is also pleased to announce that it has made an equity
investment (the "Investment") of $1,050,000 in First Responder Technologies Inc.
("First Responder"). The Investment closed on August 9, 2019 and resulted in GrowMax acquiring
3,000,000 units (the "Units") in the capital of First
Responder. Each Unit is comprised of one common share of First
Responder (each a "Common Share") and one half of
one-common share purchase warrant (each full warrant a
"Warrant"). Each Warrant will entitle the holder thereof to
purchase an additional Common Share for a period of twenty-four
(24) months following the date of issuance at an exercise price of
$0.50 per Common Share.
About First Responder
First Responder, a privately held British Columbia corporation, is a technology
development company that commercializes academic research for use
in the public safety market. The company also develops technologies
to empower first responders to react effectively and efficiently in
emergencies. First Responder has two business units: (i) Detection
– which involves commercializing a new threat detection technology
based on academic research developed by Rutgers, The State University of New Jersey ("Rutgers"); and (ii) Response – which involves
commercializing a less harmful pepper spray and antidote developed
by the National Institutes of Health ("NIH"). The principal
business of the Company is the development of weapons detection
products and services. The primary business of the Company is to
commercialize WiFi technology developed by Rutgers that can be used to detect concealed
weapons, bombs and chemicals in bags. The secondary business of the
Company is to develop and sell its licensed short acting pepper
spray product, as well as a separate first aid treatment product,
to both the police and military market and emergency response
markets globally.
Michael Malana, the Chief
Financial Officer of the Company, is a Director and the Chief
Financial Officer of First Responder. Kulwant Malhi the Chairman, Chief Executive
Officer and Director of the Company is the Chairman and Director of
First Responder. The Investment is subject to Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions ("MI 61-101"), but is exempt from
the formal valuation and security holder approval requirements of
MI 61-101 as the fair market value of the Units being acquired and
the consideration therefore is less than 25% of GrowMax's market
capitalization.
On behalf of the board of directors of GrowMax
"Kulwant Malhi"
Chief Executive Officer
CAUTIONARY DISCLAIMER STATEMENT:
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
This press release contains "forward-looking information" and
"forward-looking statements" within the meaning of applicable
securities laws, including statements regarding the possible future
returns from the Investment and the possible approval, and the
completion, of the Investment. These information and statements
address future activities, events, plans, developments and
projections. All statements, other than statements of historical
fact, constitute forward-looking statements or forward-looking
information. Such forward-looking information and statements are
frequently identified by words such as "may", "will", "should",
"anticipate", "plan", "expect", "believe", "estimate", "intend" and
similar terminology, and reflect assumptions, estimates, opinions
and analysis made by management in light of its experience, current
conditions, expectations of future developments and other factors
which it believes to be reasonable and relevant. Forward-looking
information and statements involve known and unknown risks and
uncertainties that may cause actual results, performance and
achievements to differ materially from those expressed or implied
by the forward-looking information and statements and, accordingly,
undue reliance should not be placed thereon. Risks and
uncertainties that may cause actual results to vary include, but
are not limited to: failure to complete the Investment; failure to
obtain regulatory approval of the Investment; as well as other
risks and uncertainties which are more fully described in our
annual and quarterly Management's Discussion and Analysis and in
other filings made by us with Canadian securities regulatory
authorities and available at www.sedar.com. GrowMax disclaims any
obligation to update or revise any forward-looking information or
statements except as may be required by applicable law.
SOURCE GrowMax Resources Corp.