Mr. Durkacz is a director and Executive Vice-President of First Republic Capital Corporation, which has an interest in the Start-Up he continues to insist that the Company purchase. He continues to obfuscate his ownership position in the Start-Up.
Mr. Durkacz has also forced the Company to incur expenses in the hundreds-of-thousands of dollars in unnecessary costs as it seeks to have the Ontario Superior Court of Justice force him to provide full and complete disclosure to all Shareholders, as well as in costs associated with a litigation and proxy contest that Mr. Durkacz foisted upon the Company after the Board refused to rubber-stamp the Start-Up transaction.
Mr. Saeed is the former President and a former director of the Company who eagerly supports the plan for the Company to purchase the Start-Up. The Company understands that Mr. Saeed also has a conflict of interest in relation to the Start-Up, though the nature and extent of his interest has not been disclosed to the Company or its Shareholders.
Mr. Durkacz and Mr. Saeed were in large part responsible for the Company's struggles in the cannabis sector through unsuccessful cannabis investments.
Mr. Durkacz and Mr. Saeed have no drug development experience and, outside of the Company, have no senior public board experience.
According to the Dissident Circular, Mr. Kaushal sits on at least eight company boards. It is not clear how Mr. Kaushal would have the requisite time to serve the Shareholders should he be elected to serve as a director. Mr. Kaushal would also be deemed to be over-boarded by the standards of external proxy advisors, who do not believe that a director can provide adequate consideration when their attention is spread so thinly.
Among the numerous boards that Mr. Kaushal sits on is High Tide Inc., which has used Mr. Durkacz's First Republic Capital Corporation as an agent in the past.
The Dissidents have also disclosed concerning history regarding 3 Sixty Secure Corp. ("3 Sixty"), a company where Mr. Kaushal continues to serve as a director. On June 9, 2020, 3 Sixty announced that it was not able to file its annual financial statements and accompanying management's discussion and analysis for the financial year ended December 31, 2019, within the period prescribed for such filings. 3 Sixty made an application for a management cease trade order (the "MCTO") and, on June 18, 2020, the MCTO was issued by the Ontario Securities Commission (the "OSC") which restricted all trading in securities of 3 Sixty by its directors and officers until two business days following the completion of the required filings. On July 15, 2020, the OSC revoked the MCTO and issued a failure-to-file cease trade order (the "FFCTO"), ordering that all trading in the securities of 3 Sixty would cease, except in accordance with the conditions of the FFCTO, if any, for so long as the FFCTO remains in effect.
Lawrence (Larry) Latowsky
Mr. Latowsky is CEO of Canntab Therapeutics Limited, for which Mr. Durkacz's First Republic Capital Corporation acts as an agent. This presents two concerns for the Shareholders. The first is that Mr. Latowsky and Mr. Durkactz clearly have a longstanding relationship. While Mr. Latowsky may meet the strict technical definition of "independence" from the Company, it is reasonable to question if he would act independently of Mr. Durkactz at the boardroom table.
The Shareholders should also question Mr. Durkacz's relationship with Canntab Therapeutics Limited and how this could affect Mr. Latowsky's ability to put the interests of the Company and the Shareholders first, at the same time as Mr. Durkacz and First Republic Capital Corporation affects the prospects of Canntab Therapeutics Limited.
As with Mr. Durkacz and Mr. Saeed, Mr. Latowsky has no drug development or senior public board experience and is best known professionally for his association with cannabis start-ups.
The Dissident Circular describes Mr. Cugliari as an investment advisor with a legal background. He does not appear to have any experience as a director of a public company and it is unclear how his background positions him to add value as a director of a dual-listed, specialty biotech pharmaceutical holding company.