EDMONTON, AB / ACCESSWIRE / March 18, 2024 / Rocky Mountain Liquor Inc. (TSX-V:RUM) (the "Company" or "Rocky Mountain"), listed on the TSX Venture Exchange, today announced that Christopher Queitsch and David Delaney, two nominees of Camac Partners, LLC ("CP") and Camac Fund, LP (together with CP, the "Camac Parties"), and Peter Byrne and Allison Radford, two nominees of Peter Byrne, Joan Byrne and Byrne Alberta Ltd. (together with Mr. Peter Byrne and Ms. Joan Byrne, the "Byrne Parties") will stand for election to the Company's board of directors (the "Board") at the Company's 2024 annual general meeting of shareholders (the "Meeting").
Furthermore, the Camac Parties and the Byrne Parties have agreed to vote for the management nominees put forward by the Company at the Meeting, which will also include Ms. Courtney Burton and Mr. Eugene Coleman, (collectively, the "2024 Nominees") as well as other customary voting and standstill provisions. In order to accommodate the addition of Mr. Queitsch and Mr. Delaney, the Board will seek shareholder approval to fix the size of the board at six (6) at the Meeting. Robert Normandeau will retire from the board and will not stand for re-election as a director at the Meeting. Mr. Normandeau has been a director of the Company since its inception in 2007. Executive Chairman and Acting CEO Peter Byrne states, "We extend our deepest gratitude to Rob for his remarkable dedication and invaluable contributions as a board director over the past seventeen years. His unwavering commitment and insightful guidance have significantly enriched our organization's success. Rob's leadership and expertise have consistently added immense value, and we are grateful for his commitment."
Additional details on the management nominees and Meeting will be made available on SEDAR+ in due course.
Early Warning Requirements - Camac Parties
At the time of this news release, CP, on behalf of Camac Fund, LP as its investment fund manager, beneficially owns, or exercises control or direction over, 9,137,000 common shares ("Common Shares") of Rocky Mountain, representing approximately 19.1% of the Company's issued and outstanding Common Shares. No acquisition or disposition of securities triggered the requirement to file this press release.
On March 18, 2024, the Camac Parties entered into an agreement with the Company pursuant to which the Camac Parties have the right to have two nominees serve on the Board from the date of the Meeting until March 18, 2025, and have agreed to, among other things, customary standstill (including with respect to the solicitation of proxies) and voting provisions which will remain in effect until March 18, 2025, and which includes the requirement to vote in favour of the 2024 Nominees.
This portion of the press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the report will be filed in accordance with applicable securities laws and will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca. The Company's head office is 11478 149 Street, Edmonton, Alberta, T5M 1W7, Canada. The address of CP is 2 Pheasant Ridge Road, Ossining, NY 10562.
Early Warning Requirements - Byrne Parties
At the time of this news release, Byrne Alberta Ltd., Peter Byrne and Joan Byrne (the "Byrne Joint Parties"), beneficially own, or exercise control or direction over, 10,638,790 Common Shares of Rocky Mountain, representing approximately 22.4% of the Company's issued and outstanding Common Shares. No acquisition or disposition of securities triggered the requirement to file this press release.
On March 18, 2024, the Byrne Parties entered into an agreement with the Company pursuant to which the Byrne Joint Parties have the right to have two nominees serve on the Board from the date of the Meeting until March 18, 2025, and have agreed to, among other things, customary standstill (including with respect to the solicitation of proxies) and voting provisions which will remain in effect until March 18, 2025, and which includes the requirement to vote in favour of the 2024 Nominees.
This portion of the press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the report will be filed in accordance with applicable securities laws and will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca. The Company's head office is 11478 149 Street, Edmonton, Alberta, T5M 1W7, Canada. The address for Byrne Joint Parties is 3 Ontario Crescent, Devon, Alberta T9G 1H5, Canada.
About Rocky Mountain
Rocky Mountain owns 100% of Andersons Liquor Inc. ("Andersons"), headquartered in Edmonton, Alberta, which now own and operate 25 private liquor stores in that province, up from 18 stores since the Common Shares began trading in December 2008. It is listed on the TSX Venture Exchange (TSX-V: RUM).
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Forward-looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as investment decisions. In particular, results achieved in 2024 and previous periods might not be a certain indication of future performance, which is subject to other risks, including but not limited to changes in operational policies, changes in management, changes in strategic focus, market conditions and customer preferences, and third party suppliers. Since forward-looking statements and information address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks, the risks that these events may not materialize as well as those additional factors discussed in the section entitled "Risk Factors" in RUM's Management Discussion and Analysis, which can be obtained at www.sedarplus.ca. If they do materialize, there remains a risk of non-execution for any reason. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this news release.
The forward-looking statements and information contained in this news release are made as of the date hereof, and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSX-V. This cautionary statement expressly qualifies the forward-looking statements or information contained in this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.
For further information:
Allison Radford
President & CFO
(780) 483-8183
Peter Byrne
Executive Chairman & Acting CEO
(780) 686-7383
SOURCE: Rocky Mountain Liquor Inc.
View the original press release on accesswire.com
