Marc Lubow reinforces the need for everyone to voteThe following was received from Marc spelling out how important it is to vote the slate proposed. I have pasted his message for those who did not request him to contact them with information releases. Get that vote in, it is imperative to elect the proposed slate and approve other issues.
January 27, 2020
Ladies & Gentlemen:
At the request of Dr. Dallas Hack, Interim CEO/CFO and Director of CVR Medical, please find the following information. As announced by the Company on January 6, 2020, CVR Medical plans to hold its Annual Meeting of Shareholders at 409 – 221 West Esplanade, North Vancouver, British Columbia, V7M 3J3 at 10:00am PST, Thursday, February 13, 2020. All shareholders of record as of January 8, 2020 will be eligible to vote. For very obvious reasons that are outlined below, it is paramount that all existing CVR Medical Shareholders of Record vote in this matter to ensure that their voice and vote is counted regardless of your intentions. Matters requiring the shareholders’ approval include the following:
- to receive the financial statements of the Company for its fiscal year ended December 31, 2018 and the auditor's report thereon;
- to set the number of directors at three (3);
- to elect the directors for the forthcoming year;
- to appoint Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, as auditors of the Company and to authorize the directors of the Company to fix the auditors' remuneration;
- to re-approve the Company's stock option plan, as described in the accompanying management information circular;
- to transact such further or other business as may properly come before the Meeting or any adjournment thereof.
The details of the matters proposed (listed above) to be put before the Meeting are set forth in the management information circular, which was mailed on January 22, 2020 and is filed on SEDAR. Proxies should be either voted or received no later than February 10, 2020. Current Executive Officers, Directors and several former Executive Officers and Directors who the company continues to speak with about rejoining the company all are planning to vote in favor of the matters listed above.
The reason for this writing is that CVR’s interim CEO, Dr. Dallas Hack was very recently made aware of a situation and agreed to meet with an existing CVR Medical shareholder. This shareholder stated that the company’s former CEO contacted them seeking his Proxies. In this meeting, the stakeholder returned the former CEO’s phone call in Dr. Hack’s presence. The Company’s former CEO stated that he represents 26% of the Vote and requested that this stakeholder vote his Proxies with him and, as an inducement, offered this stakeholder's name as a Nominee for his slate as a Director of the Company. In addition, the former CEO sought an investment from this stakeholder to back his efforts. This is a clear violation of the Terms and Conditions of the Non-Binding Term Sheet between CVR Global and CVR Medical which was also announced on January 6, 2020. The Company has instructed its legal counsel to immediately issue a Cease and Desist Order to the Company’s former CEO and have it delivered to CVR Global’s legal counsel.
It is my and others’ opinions that the Company’s former CEO plans to vote against the items listed above, to possibly propose his slate of nominees and, regardless of the Cease and Desist Order, will continue to seek Proxies and funds from Stakeholders. As of January 8, 2020, CVR Global was a shareholder of Record holding 33,300,000 shares of CVR Medical’s Common Stock (even though those shares remain in Escrow, they can be voted) representing 26% of the outstanding shares and votes. As stated above, the existing Officers and Directors (Dallas Hack, Paul Blunden), Board of Directors Nominee (Dr. Phillip Bendick) as well as the former Executive Officers and Directors who have been advising the Company, support the nominations and initiatives contained in the Circular (https://cvrmed.com/wp-content/uploads/2016/09/CVR.-AGSM-2020-Notice-of-Meeting-and-Information-Circular.pdf).
The company’s transfer agent, AST, is processing all directly registered shareholders, and Broadridge is processing NOBO shareholders on their list. Should you not receive the mailed Circular and Proxy Information Card, please contact your Broker where the certificate is held.
If any of you have any additional questions, please feel free to contact me and thank you for your attention and time in this matter.
Respectfully Yours,
Marc S. Lubow
C: 904 – 923 4037