GRANT SAWIAK PREDICTS ANOTHER DELAYING TACTIC BY DIRECTORS GRANT SAWIAK SAYS “ALTERNATE SLATE OF DIRECTORS NOW HAS ENOUGH PROXIES TO DEFEAT ENTRENCHED DIRECTORS; INVITES ENTRENCHED DIRECTORS TO PUBLICLY DISCLOSE THEIR SUPPORT; PREDICTS ANOTHER DELAYING TACTIC BY ENTRENCHED DIRECTORS”
TORONTO, September 20, 2023 – Concerned Shareholder Grant Sawiak announces that he now has proxy deposits now totaling 82 million shares or 43% of the issued which is enough to remove the Entrenched Directors.
"We have all heard a lot of talk from the Entrenched Directors about their strong base of shareholder support but we've seen no evidence of that." said Mr. Sawiak who added, "If the Entrenched Directors don't disclose the number of proxies deposited in their favour then the only reasonable conclusion is that they don’t have the votes to win and, if you don't have the votes to win, then you have to find a way to disenfranchise the votes of the majority of the shareholders who want to remove you. The most obvious strategy, which I believe is being used by NWST, was to obtain the permission of the BC Registrar of Companies ("Registrar") on September 5 to extend the shareholders’ meeting for a 5th time to October 24, 2023 and then not disclose this fact".
Mr. Sawiak added, “I don’t expect that this extension will be utilized until after the proxy deposit date of September 22, because I believe the extension would have been sought for the express purposes of: (a) changing the record date to frustrate the will of a majority of shareholders by nullifying their current votes; and (b) allowing the Entrenched Directors to examine the deposited proxies voting in favour of the alternate slate in order to give NWST an opportunity to badger those shareholders to try to change their vote at the later meeting. An example of the problem with such a course of action is that NWST specifically did not make disclosure of the material fact that they had applied for, obtained, and intended to use the extension for the purposes above. A second example is that not only was the existence of the extension not disclosed at the September 13 expedited hearing before the BC Securities Commission (BCSC), but rather NWST instructed counsel to represent to the BCSC that the only extension the Entrenched Directors would need to the September 26 meeting would be a delay to no later than October 3, 2023 and only for the purpose of allowing the BCSC's decision to reach the investing public. If I am wrong about this then NWST will not use the extension and will instead allow shareholders to exercise their fundamental right to vote on the competing board slates at the September 26 meeting."
IF YOU WISH TO VOTE WITH MR. SAWIAK TO CHANGE THE BOARD OF NWST CONTACT HIM IMMEDIATELY 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) of National 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 the Meeting 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 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 head office of NWST is located at Suite 1900, 1055 West 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