BOARD RESPONSE TO THE RECENT GM REQUEST
by Rene Nominees (IOM) Limited A/C POOLED
Board unanimously recommends voting against proposed resolutions Record year of production, sales and earnings growth – Iofina in strongest position ever Board believes requisition is a reaction to decision not to proceed with Belize operation
1. Introduction
On 9 March 2020, the Board received notice that, pursuant to section 303 of the Companies Act 2006, Rene Nominees (IOM) Limited A/C POOLED (the “Requisitioner”) on behalf of beneficial owners, Southern Rock Insurance Company Limited and ICS Risk Solutions Limited, accompanied by a statement from Arron Banks (being an ultimate beneficial owner of the said beneficial owners) wished to exercise its right to requisition a general meeting (“GM”) of the Company’s shareholders, proposing resolutions to remove Mr. Lance Baller as a Director of the Company and to appoint Mr. Arron Banks as a Director of the Company (the “Proposed Resolutions”). This notice, and the statement from Mr. Banks comprised within the notice, differs from two previous versions of the statement which were previously released on 2 and
3 March 2020 via the Twitter account of a close business associate of Mr. Banks, Mr. Andrew Wigmore, and which have subsequently been deleted.
The Company has until 30 March 2020 to call the GM and will do so in due course. In the meantime, the Board’s response to the requisition and accompanying statement is set out below.
Text of the statement can be found in the Appendix
2. The Board’s response
The Board was surprised by the requisition for the GM given that Mr. Banks, being an ultimate beneficial owner of the Requisitioner, has been such a long-standing supporter of the Company. It feels that the statements made by him are inherently flawed and a reaction to the Board’s decision not to proceed with a hemp project in Belize, in which he was associated with.
The Board is categorically opposed to the Proposed Resolutions and believes they are not made in the best interests of the wider shareholders, but are in fact self-serving to Mr. Banks and his business associates.
The Board unanimously and strongly recommends that Shareholders VOTE AGAINST the Proposed Resolutions for the following reasons:
• The current Board, including Mr. Baller, has delivered excellent Company performance and is on track to deliver further record production and earnings growth in 2020
• Key claims made by Mr. Banks, both in his current statement and previous statements released on social media by Mr. Wigmore, are inaccurate and inconsistent
• The Board is making good progress restructuring the Company’s debt
• The Board remains unanimous in the view that the Company’s investment in Organic Vines OP LLC (the “OV Investment” or “Organic Vines”, as the context permits) was a good deal for all
shareholders
• Mr. Banks was publicly supportive of the OV Investment on social media, and also increased his shareholding, via the Requisitioner, shortly after the news was announced
• Mr. Banks became hostile towards the Board after it decided not to invest in a hemp project in
Belize, which he was associated with
• Mr. Banks does not have relevant experience
a) The current Board has delivered excellent company performance