Tenet Comments on Dissident Proxy Circular; Encourages Shareholders to Vote for Management's Nominees for Election to the Board; Proposed Slate from Dissident Shareholders Fundamentally Flawed
Toronto, Ontario--(Newsfile Corp. - June 7, 2023) - Tenet Fintech Group Inc. (CSE: PKK) (OTC Pink: PKKFF) ("Tenet" or the "Company"), an innovative fintech technology services provider and operator of the Cubeler® Business Hub, announces today that it has reviewed the dissident proxy circular (the "Dissident Proxy Circular") from a group of shareholders (the "Dissident Shareholders") which proposes an alternative slate of directors (the "Dissident Shareholders' Nominees") for the Company's board of directors (the "Board"). The Dissident Shareholders' Nominees include, among others, Mr. Johnson Joseph ("Mr. Joseph"), the former Chief Executive Officer and President of the Company.
Given statements contained in the Dissident Proxy Circular, the Board has determined to disclose that Mr. Joseph's employment as the Company's Chief Executive Officer was terminated on April 28, 2023, effective immediately, following an internal review by the independent members of the Board (the "Independent Directors"), such review continues to be on-going. Although the Independent Directors invited Mr. Joseph to resign his directorship, he refused to do so.
In response to the Dissident Proxy Circular, the Company reaffirms that the Independent Directors have acted and continue to act in the best interest of the Company in the exercise of their fiduciary duties. Amongst other things, the Independent Directors' internal review found that Mr. Joseph had engaged in conduct that was fundamentally inconsistent with his duties as an officer and director of the Company, and in breach of the Company's policies and procedures. Additionally, Mr. Joseph has also failed to repay an outstanding promissory note owing to the Company in the amount of
The Independent Directors note that the Company has been in a continuous "black-out" period, pre-dating the addition of the Independent Directors to the Board, and that such black-out period precludes the Company's Independent Directors from acquiring the Company's shares in the market or pursuant to their securities-based compensation arrangements. The black-out period remains in place, due to recent events at the Company and the ongoing AMF investigation.
The Company reminds the public of the tenor of the AMF sworn affidavit that alleges that Mr. Joseph was an instrumental player of a market manipulation scheme involving the stock of Tenet. Moreover, the Independent Directors believe that it is highly unlikely that any prospectus offering (financing) process or up-listing of the Company to an exchange has any chance of success with Mr. Joseph as either a director or an officer of the Company.
The slate of directors proposed by the Dissident Shareholders does not in any way comply with the stock exchange rules and regulatory requirements applicable to a senior issuer as the Board of Tenet must be constituted of a majority of independent directors and would need to include an independent chairperson. Therefore, the slate proposed by the Dissident Shareholders is fundamentally flawed.
The Independent Directors encourage all Tenet shareholders to disregard the Dissident Proxy Circular in its entirety. The Company will provide additional information for any of its shareholders who would like to understand how to vote as soon as feasible, but within the voting timeline deadlines shareholders face for this meeting.
Forward-looking information
Certain statements included in this presentation constitute "forward-looking statements" under Canadian securities law, including statements based on management's assessment and assumptions and publicly available information with respect to the Company. By their nature, forward-looking statements involve risks, uncertainties and assumptions. The Company cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as "believes," "expects," "anticipates," "assumes," "outlook," "plans," "targets", or other similar words. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this news release include, but are not limited to, holding company with significant operations in China; general economic and business conditions, including factors impacting the Company's business in China such as pandemics (ex.: COVID-19); legislative and/or regulatory developments; Global Financial conditions, repatriation of profits or transfer of funds from China to Canada, operations in foreign jurisdictions and possible exposure to corruption, bribery or civil unrest; actions by regulators; uncertainties of investigations, proceedings or other types of claims and litigation; timing and completion of capital programs; liquidity and capital resources, negative operating cash flow and additional funding, dilution from further financing; financial performance and timing of capital; and other risks detailed from time to time in reports filed by the Company with securities regulators in Canada, the United States or other jurisdictions. We refer potential investors to the "Risks and Uncertainties" section of the Company's MD&A. The reader is cautioned to consider these and other risks and uncertainties carefully and not to put undue reliance on forward-looking information.
Forward-looking statements reflect information as of the date on which they are made. The Company assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event the Company does update any forward-looking statement, no inference should be made that the Company will make additional updates with respect to that statement, related matters, or any other forward-looking statement.
All amounts are in Canadian dollars unless otherwise indicated.
About Tenet Fintech Group Inc.:
Tenet Fintech Group Inc. is the parent company of a group of innovative financial technology (Fintech) and artificial intelligence (AI) companies. All references to Tenet in this news release, unless explicitly specified, includes Tenet and all its subsidiaries. Tenet's subsidiaries provide various analytics and AI-based services to businesses and financial institutions through the Business Hub, a global ecosystem where analytics and AI are used to create opportunities and facilitate B2B transactions among its members. Please visit our website at: http://www.tenetfintech.com
For more information, please contact:
Tenet Fintech Group Inc.
Christina Boyd, Director, Investor Relations
416-428-9954
cboyd@tenetfintech.com
Follow Tenet Fintech Group Inc. on social media:
Twitter: @Tenet_Fintech
Facebook: @Tenet
LinkedIn: Tenet
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