CONCERNED SHAREHOLDER GRANT SAWIAK ANNOUNCES THAT HE HAS RECEIVED PROXIES REPRESENTING OVER 75 MILLION SHARES OR APPROXIMATELY 40% OF THE SHARES ELIGIBLE TO VOTE AT THE SEPTEMBER 26 AGM WHICH IS, HE BELIEVES IS ENOUGH TO DEFEAT NWST’S ENTRENCHED DIRECTORS
TORONTO, September 18, 2023 – Grant Sawiak reports that as at the close of business on September 15, 2023 he has received proxies representing over 75 million shares or approximately 40% of the shares which are eligible to vote at the September 26 Annual Shareholders Meeting and which he believes are sufficient to defeat the NWST entrenched directors. “Together with my proxy agent, we have run scenarios assuming that all major shareholders who have not given me their proxies will be voting with NWST. We estimate the best-case scenario for NWST is that they will obtain approximately 30% of the shares which are entitled to vote at the September 26 meeting and we doubt that in reality they will come close to that number given the anger among the grass roots shareholder base." said Mr. Sawiak. "I will continue to accept proxies until September 21, 2023 and based on the number of people who I have solicited under the 15 Shareholder exemption and the number of people who have contacted me under the Public Broadcast exemption, I expect that I can receive proxies for in excess of 46% of the shares entitled to vote at the September 26 AGM."
Mr. Sawiak then added: "NWST is being advised by Norton Rose, a law firm which has published a
"Playbook" for representing management in proxy fights. This playbook, which is found on the Norton Rose website, deals with 'weapons that an issuer (has) to fight back' in a proxy fight and advocates such tactics as delaying a meeting (which they have done 4 times so far) in order to gain an advantage over 'activists' (which they have deemed me to be); challenging 'activists' as 'joint actors' which they tried and failed to do before the British Columbia Securities Commission; and asserting "claims" to frustrate an activist's attempt to replace the management nominees as directors which they tried by repeatedly alleging that my Advance Notice setting out who my nominees were, was fatally deficient."
"I fully expect that in accordance with their Playbook, Norton Rose will now advise NWST to assert yet another "claim" to delay the meeting for a 5th time. I further expect that this claim will involve stating that some form of undisclosed information has come to their attention which requires them to delay the meeting to investigate matters such as I allegedly breached the requirements of one or both of the solicitation exemptions". In that case I will immediately proceed to take this matter up with the British Columbia Supreme Court and I expect that the court's decision will be in my favour just as was the British Columbia Securities Commission's decision last week."
IF YOUWISH TO VOTE WITH MR. SAWIAK TO CHANGE THE BOARD OF NWST YOU MUST CONTACT HIM BY:
1. CALLING HIM AT 1.416.917.2816 or
2. EMAILING HIM AT gvsawiak@hotmail.com
ON OR BEFORE SEPTEMBER 21, 2023. Information in Support of Public Broadcast Solicitation
The Concerned Shareholder is relying on the exemptions contained in Section 9.2(2) and Section 9.2(4) ofNational Instrument 51-102 – Continuous Disclosure Obligations to solicit proxies from no more than 15 securityholders and by soliciting proxies by broadcast, speech or publication. The Concerned Shareholder may also choose to file a dissident information circular in due course in compliance with applicable securities laws. A copy of the press release and the Nominating Shareholder Notice which collectively contains all information on the Concerned Shareholder’s Nominees as required by National Instrument 51-102 and Form 51-102F5 were filed on SEDAR+ on August 4, 2023 and are available for viewing there.
The information contained herein, and any solicitation made by the Concerned Shareholder in advance of the Meeting, is or will be, as applicable, made by the Concerned Shareholder and not by or on behalf of the management of NWST. All costs incurred for any solicitation will be borne by the Concerned Shareholder and by Mr. John Kimmel, provided that, subject to applicable law, Messrs. Sawiak and Kimmel may seek reimbursement from NWST of their out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Company's board of directors. Other than in respect of their beneficial ownership, control or direction of securities of the Corporation described above, none of Messrs. Sawiak and Kimmel or any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors.
A Registered Shareholder who has given a Proxy may revoke the Proxy by: (a) completing and signing a Proxy bearing a later date and depositing it at the offices of Odyssey, 350- 409 Granville Street, Vancouver, British Columbia, V6C 1T2 or and following the online voting instructions given to you no later than 10:00 a.m. (Vancouver time) on the second Business Day preceding the date of theMeeting or any adjournment or postponement thereof; (b) depositing an instrument in writing executed by the Registered Shareholder or by the Registered Shareholder’s attorney duly authorized in writing or, if the Registered Shareholder is a body corporate, by a duly authorized officer or attorney either with Odyssey, 350-409 Granville Street, Vancouver, British Columbia, V6C 1T2 at any time up to and including the last Business Day preceding the day of the Meeting or any adjournment or postponement thereof or with the Chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment or postponement thereof; or (c) in any other manner permitted by Law. Such instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such Proxy. If a Registered Shareholder who has submitted a Proxy attends the Meeting, any votes cast by such Registered Shareholder on a ballot
at the Meeting will be counted and the submitted Proxy will be disregarded.
Only Registered Shareholders have the right to revoke a Proxy. Non-Registered Shareholders that wish to change their voting instructions must, in sufficient time in advance of the Meeting, contact their Intermediary to arrange to change their voting instructions.
The Concerned Shareholder has engaged Shorecrest Group Ltd. to act as proxy solicitor in respect of this matter and will incur expenses of up to $120K plus out of pocket expenses. The Concerned Shareholder may engage the services of one or more other agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholder. Any proxies solicited by or on behalf of the Concerned Shareholder, including by any other agent retained by the Concerned Shareholder, may be solicited in any othermanner 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.
The head office of NWST is located at Suite 1900, 1055West Hastings Street Vancouver, British Columbia V6E 2E9. A copy of this press release may be obtained on NWST's SEDAR+ profile at www.sedarplus.com.
For more information contact:
Grant Sawiak
(416) 917-2816