Ciscom Corp. C.CISC

Entrenchment and enrichment of Ciscom Corp Incumbent Board

[TonyTheTiger]

Concerned Shareholders of Ciscom Garner Support from Under 40% of Outstanding Shares; Incumbent Directors of Ciscom Enrich and Entrench Themselves in Response

Notwithstanding repeated good faith attempts by the Concerned Shareholders to discuss the terms of a potential settlement, the incumbent directors of Ciscom Corp. have refused to spare a single minute to engage with representatives of almost half of Ciscom’s shareholder base
On eve of AGM, incumbent directors instead opportunistically enrich themselves with a massive grant of options, taking advantage of depressed market price

Toronto, ON, February 7, 2024 – Hummingbird Capital Inc., Chen Xi Liao, and Andrew Darbyson (collectively, the “Concerned Shareholders”) are pleased to advise that they have received proxies in support of their call for a reconstitution of the board of directors (the “Incumbent Board”) of Ciscom (“Ciscom” or, the “Company”) (CSE: CISC), (OTCQB: CISCF) from more than 90 shareholders, representing under 40% of Ciscom’s total issued and outstanding shares.
Notwithstanding this resounding vote of no confidence by the shareholders of Ciscom, the Incumbent Board has refused to spare a single minute to discuss with the Concerned Shareholders a mutually agreeable path forward for the issuer. The Concerned Shareholders have made numerous good faith attempts in the past three months to negotiate a settlement which places the shareholders first. For the Incumbent Board, however, shareholders representing almost half of the Ciscom shareholder base are nothing more an afterthought. After all, they are no match for the approximately 47% of Ciscom shares which are beneficially owned by the Incumbent Board themselves.

Rarely have the Canadian capital markets seen a more brazen example of unadulterated arrogance and entrenchment than that which is on display by the Incumbent Board. As if to validate this entrenchment, just two days ago, the Incumbent Board authorized (on the eve of a contested AGM in which almost half of the shareholder base has tendered proxies against them) a massive grant of options to themselves, taking great care to ensure that the exercise price of such options was at parity with the current record-low trading price of Ciscom’s shares. In an interview posted publicly on January 29, 2024, Michel Pepin, the current President & CEO of Ciscom, stated that he believes the true value of Ciscom is significantly higher than its current value, which calls into question why the Incumbent Board would grant to themselves hundreds of thousands of options at a market price which is, by their own admission, undervalued.

This absence of good judgment and basic critical thinking on the part of the Incumbent Board should be shocking to any capital markets participant. The Incumbent Board is directly responsible for Ciscom’s underperformance/value destruction and its governance practices and disclosure record are troubling. Nearly half of Ciscom’s shareholders believe that change is needed, and yet, for the Incumbent Board, it is business as usual with the entrenchment and enrichment.

For further information, please contact:
HummingBird Capital Inc.
Gilles Trahan
President & CEO
Phone: [phone]
E-mail: https://www.hummingbird-capital.com/contact

Chen Xi Liao
Phone : [phone]
E-mail : [e-mail]