More from Marc LubowLet's get after Peter as he suggests.
February 3, 2020
Ladies & Gentlemen:
At the further request of Dr. Dallas Hack, Interim CEO/CFO and Director of CVR Medical, please find the following information.
Approximately 7 - 10 days ago, Company Counsel sent the final version of the Definitive Agreement and License Agreement to the former CEO and the Board of Directors of CVR Global for review and execution. This would represent the 3rd iteration of this document and, in each prior instance, CVR Global has inserted language and terms counter to those contained in the mutually agreed upon Non-Binding Term Sheet. As of this writing, we have not received any further comments from CVR Global. We would encourage all shareholders to consider contacting the former CEO to inquire about the delays in completing this agreement, which surely would benefit both companies.
CVR Global holds the largest voting bloc (33M shares/26% of the vote) and is currently in conflict with CVR Medical whereas the two companies’ interests are not presently aligned and we are concerned that Global may not vote in the best interests of CVR Medical’s shareholders. As we have stated, 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).
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 as outlined, 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. As of January 30, 2020, 17,257,797 shares have been voted. 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 are all planning to vote in favor of all the matters listed above. If, for some reason, you have not received the Proxy material to date, or have any other questions about how to make sure your vote is registered, please contact Dallas Hack at dallashack@cvrmed.com or myself.
The company’s transfer agent, AST, is processing all directly registered shareholders, and Broadridge is processing NOBO shareholders on their respective lists. Again, should you not receive the Circular and Proxy Information Card, please contact your Broker or financial institution where the certificate is held or the Company to ask for assistance in obtaining them.
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
