Shareholder of Canaccord Requisitions Shareholders' Meeting to Reconstitute Board

HAMILTON, BERMUDA, March 7, 2023 /CNW/ - Skky Capital Corporation Limited, a concerned shareholder (the "Concerned Shareholder") of Canaccord Genuity Group Inc. CF ("Canaccord" or the "Company"), has today requisitioned the Board of Directors (the "Board") of the Company to call a meeting of shareholders (the "Meeting"), to be held not later than May 10, 2023, for the principal purpose of reconstituting the Board by removing each of Gillian H. Denham, Charles N. Bralver, Dipesh J. Shah, and Sally J. Tennant and electing two new independent directors (the "Shareholder Nominees"). The reconstituted Board will comprise of seven (7) directors, including the Concerned Shareholder's nominees, Terrence Lyons and Lars Rodert.

The Concerned Shareholder believes that minority shareholders of the Company have for several months voiced their objections to the strategic direction pursued by the Board, which resulted in the special committee of the Board (the "Special Committee") not supporting the $11.25 per share buy-out offer from the management of the Company (the "Management Group"). The Special Committee has not been responsive to shareholders and as such, we have lost confidence in the Special Committee and the Board as presently constituted. Adding to a pattern of decisions that are not aligned with shareholder interests, the Special Committee engaged an investment bank, Barclays Capital Canada Inc., in February 2023, months after first learning of the proposal of the Management Group and several weeks after formal negotiations began. It has been reported that the mandate of the investment bank includes reviewing strategic alternatives, including piecemeal divestiture of business units, which could cause the current general bid for the Company to be abandoned and likely also prevent any superior bids. The divestiture of all of the assets in a single transaction to a single buyer (such as the Management Group) offers deal certainty at an attractive valuation. It is preferable to separating assets and selling them to numerous buyers. We also expect that fragmented divestitures will also decrease the marketability of assets as they reduce efficiencies of scale in management, marketing and other business processes.

The Concerned Shareholder feels the need to reconstitute the Board in a timely manner in order to ensure that the Company pursues a plan that benefits all of its shareholders. Accordingly, the Concerned Shareholder has demanded that the Meeting be held on or before May 10, 2023. The Concerned Shareholder believes that the Shareholder Nominees will work with all stakeholders (including the Management Group) and participants in the Canadian capital markets to bring about positive change to enhance value for all shareholders.

As set out in the Requisition, the Shareholder Nominees are Terrence Lyons and Lars Rodert.

Terrence (Terry) Lyons, ICD.D, age 73, is a corporate director and currently serves as an Independent Director and Chair of the Audit Committee of Martinrea International Inc. He is also a Director of several public and private corporations, including Three Valley Copper Corp. (Chairman), Mineral Mountain Resources Ltd. and Waterotor Technologies Inc. (Chairman). Mr. Lyons is a retired Managing Partner of Brookfield Asset Management, past Chairman of Polaris Materials Corp. (recently acquired by Vulcan Materials), Northgate Minerals Corp. (now Alamos Gold), Eacom Timber Corp. (acquired by Interfor) and Westmin Mining and Vice-Chairman of Battle Mountain Gold (acquired by Newmont Gold). After 18 years, he recently retired as Lead Director and Chair of the Audit Committee of Canaccord Genuity Group Inc.

Terry is a Civil Engineer (UBC) with an MBA from Western University. He is a Member Emeritus of the Advisory Board of the Richard Ivey School of Business and is active in sports and charitable activities, is a past Governor of the Olympic Foundation of Canada, past Chairman of The Mining Association of B.C., past Governor and member of the Executive Committee of the B.C. Business Council, past Co-Chair of the B.C. Business Hall of Fame, past Director of the Institute of Corporate Directors (BC) and a former director of the BC Pavilion Corp. (Pavco). In 2007, he was awarded the INCO Medal by the Canadian Institute of Mining and Metallurgy for distinguished service to the mining industry.

Lars Rodert, based in Stockholm, Sweden, is the founder and CEO of ÖstVäst Capital Management, or OVCM. Mr. Rodert currently serves on the board of directors of Brookfield Property Partners L.P., Brookfield Property Preferred L.P., Brookfield Reinsurance Ltd. and PCCW Limited (a Hong Kong-based company, which holds interests in telecommunications, media, IT solutions, property development and investment).

Mr. Rodert has 30 years of experience in the global investment industry. Prior to OVCM, Mr. Rodert spent 11 years as a Global Investment Manager for IKEA Treasury. Before joining IKEA, Mr. Rodert was with SEB Asset Management for 10 years as CIO and responsible for SEB Global Funds. Prior to SEB, Mr. Rodert spent 10 years in North America with five years at Investment Bank Gordon Capital and five years as a partner with a private investment holding company, Robur et. Securitas. Mr. Rodert holds a Master of Science Degree in Business and Economics from Stockholm University.

The table below sets out, as of the date hereof and in respect of the Shareholder Nominees, their name, province and country of residence, principal occupation, business or employment within the five (5) preceding years, and the number of common shares of the Corporation beneficially owned, or controlled or directed, directly or indirectly, by such Shareholder Nominee, which information has been furnished by the Shareholder Nominees.

Except as noted herein, to the knowledge of the Nominating Shareholder, each of the Shareholder Nominees is not, at the date hereof, or has not been, within ten (10) years before the date hereof: (a) a director, chief executive officer or chief financial officer of any company that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than thirty (30) consecutive days (each, an "order"), in each case that was issued while the Shareholder Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the Shareholder Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) a director or executive officer of any company that, while such Shareholder Nominee was acting in that capacity, or within one (1) year of such Shareholder Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Shareholder Nominee.

Except as noted herein, to the knowledge of the Nominating Shareholder, as at the date hereof, the Shareholder Nominees have not been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation, or by a securities regulatory authority, or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for the Shareholder Nominee.

Except as noted herein, to the knowledge of the Nominating Shareholder, none of the Nominating Shareholder or any of its directors or officers, or any associates or affiliates of the foregoing, or the Shareholder Nominees or their associates or affiliates, have: (a) any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or in any proposed transaction which has materially affected or will materially affect the Corporation or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors.

Until January 1, 2014, Mr. Lyons was a director of Royal Oak Ventures Inc. (Royal Oak), which was subject to cease trade orders in each of the provinces of British Columbia, Alberta, Ontario and Québec due to the failure of Royal Oak to file financial statements since the financial year ended December 31, 2003. Mr. Lyons was elected to the board of directors of Royal Oak largely because of his valuable experience and expertise in financial restructurings in the insolvency context.

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although the Concerned Shareholder has requisitioned the Meeting, there is currently no record or meeting date set for the Meeting, and shareholders are not being asked at this time to execute a proxy in favour of the Shareholder Nominees or any other resolution set forth in the Requisition. In connection with the Meeting, the Concerned Shareholder may file a dissident information circular in due course in compliance with applicable corporate and securities laws.

Notwithstanding the foregoing, the Concerned Shareholder is voluntarily providing the disclosure required under sections 9.2(4) and 9.2(6) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations. This press release and any solicitation made by the Concerned Shareholder in advance of the Meeting is, or will be, as applicable, made by the Concerned Shareholder, and not by or on behalf of the management of the Company. All costs incurred for any solicitation will be borne by the Concerned Shareholder, provided that, subject to applicable laws, the Concerned Shareholder may seek reimbursement from the Company for its out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.

The Concerned Shareholder is not soliciting proxies in connection with the Meeting at this time, and shareholders are not being asked at this time to execute proxies in favour of the Shareholder Nominees (in respect of the Meeting) or any other resolution set forth in the Requisition. Proxies may be solicited by the Concerned Shareholder pursuant to an information circular sent to shareholders after which solicitations may be made by or on behalf of the Concerned Shareholder, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of the Concerned Shareholder, who will not be specifically remunerated therefor. The Concerned Shareholder may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. The Concerned Shareholder may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholder.    

The Concerned Shareholder is not requesting that shareholders submit a proxy at this time. Once the Concerned Shareholder has commenced a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law and the articles of the Company.

The Concerned Shareholder is SKKY Capital Corporation Limited and it owns 8,711,218 common shares (or approximately 8.8% of the issued and outstanding common shares).

The Concerned Shareholder has retained McMillan LLP as legal counsel.

The Company's principal business office is located in Hamilton, Bermuda and correspondence may be directed to SKKY Capital Corporation Limited care of McMillan LLP, Suite 1500 – 1055 West Georgia St., Vancouver, BC V6E 4N7.

A copy of this press release may be obtained on the Company's SEDAR profile at www.sedar.com.

SOURCE SKKY Capital Corporation Limited