TORONTO, Dec. 23, 2019 (GLOBE NEWSWIRE) -- Star Navigation Systems Group Ltd. (CSE: SNA) (CSE: SNA.CN) (OTCQB: SNAVF) ("Star” or the “Company”) announces that, further to its press release dated December 12, 2019, the Ontario Superior Court of Justice (Commercial List) (the “Court”) will hear an application on January 22, 2020 (the “Application”) to determine the validity of the shareholders meeting (the “Invalid Meeting”) alleged to have been held on December 11, 2019 by a dissident shareholder group (the “Dissidents”). The Company also confirms that the press release filed by the Dissidents on December 11, 2019, was not authorized by Star.
On December 18, 2019, the Court heard a motion for an interim injunction against the actions taken by Dissidents pending the Application. While that motion was dismissed, the Court held that there was a strong prima facie case against the Dissidents, and the Court declined to ratify the results of the Invalid Meeting. The Company reiterates that, further to its press release dated December 12, 2019, no valid special meeting of the shareholders of the Company was held on December 11, 2019, and that no directors or officers have been elected or appointed as alleged by the Dissidents. The Company expects the Court will confirm that the Invalid Meeting was not valid following the Application hearing.
The Dissidents allege that the Company’s recent difficulties and financial performance over the past year is attributable to the Company’s CEO and founder, Mr. Viraf Kapadia. That is simply not the case. As reiterated time and time again by the Company to the Dissidents as well as the public, the Dissidents’ reckless behaviour over the past several months is a primary reason the Company is in the position it is today. In addition, the Dissidents have purported to re-appoint the former CFO and General Counsel of the Company, each of whom the Dissidents had apparently been in contact with prior to the date of the Invalid Meeting and each of whom served in those positions with the Company during the recent difficulties faced by the Company.
Mr. Kapadia has been working tirelessly to secure revenue for the Company and complete and file the annual financial statements for the Company. To that end, Mr. Kapadia was in the process of working on purchase orders from several international customers and working with a reputable financial advisor (“Financial Advisor”) to complete the annual financial statements for the Company over the past few months. These processes were unnecessarily interrupted and jeopardized by the reckless behaviour of the Dissidents, who have, among other things, apparently purported to act for or on behalf of the Company with third parties, including the Financial Advisor, without any authorization to do so causing further delay and disruption in the Company’s operations.
The Dissidents further allege that the NOI process was initiated by Mr. Kapadia for his personal interests and continue to insinuate that the debt owed to Mr. Kapadia by the Company is improper. That is simply not the case. The NOI process was approved by the Company’s board of directors to give the Company breathing room and stability given its current financial circumstances. Further, a large majority of the debt owed to Mr. Kapadia has been verified by external financial auditors in the preparation of the Company’s previously filed financial statements and is the result of deferred salary payments owed to Mr. Kapadia and otherwise payments made by Mr. Kapadia on behalf of the Company to keep the Company afloat. Indeed, the Dissidents’ December 11, 2019 press release complain that Mr. Kapadia filed security documents that are “related to a debt [Mr. Kapadia] claims was incurred to him by Star during his tenure as the CEO”; these documents relate principally to payments made personally by Mr. Kapadia on behalf of the Company in order to initiate the NOI process since the Company is insolvent and could not make the payments itself.
The Dissidents apparently have no respect for the rule of law and the markets as they have forcibly taken over the Company’s offices and property without regard for the Company’s shareholders’ rights to be heard at a validly-constituted meeting. The Company has reached out to the Dissidents on numerous occasions to provide assistance in requisitioning a meeting of shareholders so that all shareholders may fully exercise their right to be heard. Instead, the Dissidents ignored the Company’s repeated offers for assistance and proceeded with the Invalid Meeting based on an improper requisition, a misleading proxy circular and forms of proxy that differ for registered and beneficial shareholders. If the Dissidents are allowed to illegally retain physical control of the Company’s premises, public confidence in the orderly and just operation of the markets and the Company will be lost. Indeed, the Dissidents’ reckless behaviour may have grave financial consequences for the Company, as such actions may trigger significant liabilities.
Mr. Kapadia is fighting for the rights of the shareholders to be heard at a legally constituted meeting with proper disclosure, and looks forward to correcting the wrongs committed by the Dissidents during the Application hearing. As was previously announced and reiterated to the dissidents and their counsel, the Company’s board of directors have resolved to call an annual and general meeting of Shareholders on March 9, 2020.
About Star Navigation:
Star Navigation Systems Group Ltd. owns the exclusive worldwide license to its proprietary, patented In-flight Safety Monitoring System, STAR-ISMS®, the heart of the STAR-A.D.S. ® and of the STAR-ISAMM™ Systems. Its real-time capability of tracking performance trends and predicting incident-occurrence enhances aviation safety and improves fleet management while reducing costs for the operator.
Stars’ M.M.I. Division designs and manufactures high performance, mission critical, flight deck flat panel displays for defence and commercial aviation industries worldwide. These displays are found on aircraft and simulators, from C-130 aircraft, to Sikorsky and Agusta Westland helicopters, as examples.
Stars’ subsidiary, Star-Isoneo Inc. is a specialised software firm, developing complex solutions in engineering, simulation and development for Canadian customers. Star-Isoneo works closely with Star in the development of the Company’s MEDEVAC (STAR-ISAMM™ and STAR- LSAMM™) applications of the patented STAR-A.D.S. ® technology, and on its current R&D program with Bombardier.
Certain statements contained in this News Release constitute forward-looking statements. When used in this document, the words “may”, “would”, “could”, “will”, “expected” and similar expressions, as they relate to Star or its management are intended to identify forward-looking statements. Such statements reflect Star’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause Star’s actual performance or achievements to vary from those described herein. Should one or more of these factors or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Star does not assume any obligation to update these forward- looking statements, except as required by law.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of the content of this release.
Please visit www.star-navigation.com or contact
Viraf S. Kapadia, CEO
(416) 252-2889 Ext 230
Viraf.kapadia@star-navigation.com
