News! 12th PR Sedar Oct 15th - CND Lobbying Laws Canadian Lobbying Laws – Are GSFC & Karnalyte in Compliance?
Time to Stop the Oppression of Karnalyte Shareholders by
Gujarat State Fertilizers & Chemicals Limited and the Interim CEO
- Concerned Shareholders would like to know if the Interim CEO’s and GSFC’s lobbying of the Canadian Federal Government to obtain funding for Karnalyte’s potash and/or nitrogen projects is in compliance with the Lobbying Act of Canada
- Concerned Shareholders believe it is time to stop the Interim CEO’s, the Board’s, GSFC’s, and the GSFC Nominees’ oppression of Karnalyte shareholders by appointing a qualified, experienced and independent board of directors
Saskatoon, SK,
October 15, 2020 — On July 7, 2020, a group of Karnalyte Resources Inc. (TSX: KRN) (“
Karnalyte” or the "
Company") shareholders (the “
Concerned Shareholders”), owning not less than 5% of the issued and outstanding shares of the Company, requisitioned the board of directors (the “
Board”) of Karnalyte to call and hold a special meeting (the "
Special Meeting") of shareholders for the purpose of replacing the Board with a new independent board capable of pursuing opportunities in the Saskatchewan agricultural and fertilizer industry available to the Company that have the potential to create value for all shareholders.
The Concerned Shareholders requested that the Board be constituted with six (6) members, four (4) of whom are highly qualified nominees to be proposed by the Concerned Shareholders, and two (2) of whom will be nominees (the “
GSFC Nominees”) of Gujarat State Fertilizers & Chemicals Limited (“
GSFC”), in accordance with GSFC’s contractual rights to appoint nominees to the Board.
On July 27 2020, Karnalyte called the Special Meeting to be held on December 15, 2020, almost five months from the date of the notice of meeting.
Canadian Lobbying Laws
The Concerned Shareholders have been told on many occasions by the Interim CEO, and by Sanjeev Varma, a long serving GSFC Nominee to the Board until recently, that they were in discussions with the Canadian Federal Government (the “
Government”) to obtain Government funding to build a natural gas pipeline from Jansen, Saskatchewan to Wynyard, Saskatchewan, the site of Karnalyte’s potash project. The Concerned Shareholders believe the activities as described by the Interim CEO and GSFC constitute “
lobbying” under the Lobbying Act of Canada (the “
Lobbying Act”).
The Concerned Shareholders would like to know: - how long have GSFC, Sanjeev Varma and the Interim CEO been lobbying the Government?
- is GSFC registered as a lobbyist under the Lobbying Act?
- is Karnalyte registered as a lobbyist under the Lobbying Act?
- if not, why not?
- what other interactions have GSFC and KRN had with the Government regarding such funding?
- does failure to comply with the Lobbying Act have the potential to disqualify Karnalyte from receiving Government funding?
- are there any similarities to the facts of the WE Charity matter?
- is this yet another example of GSFC’s and Karnalyte’s apparent failure to comply with Canadian laws?
The Concerned Shareholders will refer these concerns to the Office of the Commissioner of Lobbying of Canada for its review.
Peter Matson, one of the Concerned Shareholders and amongst the five largest shareholders of Karnalyte, noted that: “
We believe that this latest revelation may be further evidence of a pattern of behavior on the part of GSFC and Karnalyte to fail to comply with Canadian laws and regulations.” Mr. Matson continued: “
As shareholders, we expect the highest levels of honesty, integrity and conduct in the best interests of Karnalyte and its shareholders. We do not believe this sort of conduct from the board and management of Karnalyte is what the shareholders of Karnalyte reasonably expect.” Contacts
Peter Matson, on behalf of the Concerned Shareholders and the Nominees, welcomes the opportunity to engage with fellow shareholders. Mr. Matson can be reached at
peter.matson.bell@gmail.com.
Additional Information
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. Although a record and meeting date for the Special Meeting was established by Karnalyte on July 27, 2020, shareholders are not being asked at this time to execute a proxy in favor of the Nominees. In connection with the Special Meeting, the Concerned Shareholders may file a dissident information circular in due course in compliance with applicable securities laws.
The Concerned Shareholders are not soliciting proxies in connection with the Special Meeting at this time. The Concerned Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholders. Any proxies solicited by or on behalf of the Concerned Shareholders, or by any other agent, 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.
The registered address of Karnalyte is located at 2100 Livingston Place, 222 3 Ave SW Calgary, AB T2P 0B4. A copy of this press release may be obtained on the Company’s SEDAR profile at
www.sedar.com