Jacques Forest and the New Investor Group

March 10, 2010 07:01 ET

Jacques Forest and the New Investor Group: Raymor Industries Inc, Shareholders Special News Update

QUEBEC CITY, QUEBEC--(Marketwire - March 10, 2010) -

Jacques Forest And The New Investor Group (hereinafter referred to as the "New Investor Group") are releasing this update to inform all Raymor shareholders of crucial new developments.

On March 4, 2010, the New Investor Group filed a Motion for an Order to Safeguard the Rights of the 8,000 existing Raymor Shareholders for such time and on such terms and conditions as may be determined by the Court of Appeal. This legal document in the form in which it was filed and served will be posted on our website. We will also be posting the filed and served Appeal Documents together with various other pertinent information as it becomes available.

The Motion for an Order to Safeguard the Rights asks the court to order Raymor to:

- immediately announce the Settlement Reached in August 2009 with the University of Sherbrooke and N.R.C. (National Research Council) concerning the Licensing Agreement for the commercial production of Carbon Nanotubes;

- immediately announce the Superior Offer that was submitted on behalf of The New Investor Group;

- require Raymor to call a Special Shareholder's Meeting within 15 days of the granting of the Order;

- immediately announce the purchase of Raymor's building by the Veilleux and Durst Group on September 1, 2009;

- immediately announce the transfer or acquisition to the limited partnership La Verendrye (group led by Durst & Veilleux) of the secured debt held by Desjardins on November 26, 2009;

- immediately announce all contents of the Wise Blackman report, and make the said report public on sedar.com;

- Freeze all the assets of Raymor;

- Prohibit Raymor from conducting any restructuring of the company; and

- Prohibit Raymor from refinancing its debt and/or further Indebting the company.

The Motion for an Order to Safeguard the Rights is being brought against all Raymor's existing directors and the members of the group led by George Durst & Rolland Veilleux







The time has come for all innocent shareholders of Raymor to know the TRUTH. The group led by Durst & Veilleux, and through the collective cooperation of the aforementioned five individuals, have committed or caused to be committed, either directly or indirectly the following detrimental acts. Contrary to their responsibilities as directors and their fiduciary responsibilities to the shareholders the aforementioned five individuals are responsible for the following:

a. Illegal processing of an unsecured debenture on the assets of Raymor and its subsidiaries;

b. Issuance of Raymor shares, without any payment whatsoever, to three individuals,


Georges Durst

Norman Goupil

Mario Veronneau of KPMG (KPMG being the appointed trustee)

c. Exorbitant cost overruns and lack of monitoring of the recovery plan prepared by the trustee, KPMG;

d. Purchase of the building occupied by Raymor on La Verendrye Street for their own personal gain and interest through a limited partnership society controlled by the group led by Durst & Veilleux.

Stephane Robert had previously negotiated an option to purchase the said building at a very attractive price thus increasing Raymor Shareholder value. This option to purchase the building was wrongfully exercised by the group lead Durst & Veilleux for their own personal benefit,





MARIO VERONNEAU of KPMG (KPMG being the appointed trustee);

e. Non-disclosure of the settlement of the litigation and the agreement reached between the NRC / University of Sherbrooke and Raymor; thereby suppressing important news which would result in significant increases to Raymor shareholder value;

f. Non-disclosure of the Wise Blackman Report, although it was commissioned in early September 2009 for the strict purpose of destroying the equity of shareholders;

g. Lack of board of directors presence between June 9 and September 15, 2009 in order to monitor and track the recovery plan;

h. Failure to convene a meeting of shareholders despite the many commitments made to that effect;

i. Failure to appeal to shareholders to recapitalize the company, as specifically mentioned in the recovery plan;

j. Failure to disclose the investment offer made by the New Investor Group in the amount of $ 9,500,000.00 which would preserve and protect the interests of the 8,000 existing Raymor Shareholders;

k. Conflicts of interest at various levels (especially by Mario Veronneau of KPMG-) between the personal interests of directors and those of the company and its shareholders and participants in the supply of investment with a view to eliminate the shareholders of the company, contrary to their fiduciary duties;

l. Improperly convened meetings of the Board of Directors and unlawful approval of decisions without the requisite quorum being present, contrary to the Alberta Business Corporation Act (A.B.C.A);

m. False pretext as to the reasons preventing the production of financial statements, which also constituted a false pretext for the lack of convening a meeting of shareholders;

n. Maintaining a situation of uncertainty as to the veracity of financial statements audited and approved by the Board of Directors of Raymor;

o. Failure to disclose to shareholders or the concealment of the true economic condition of the company as detailed in an expert report obtained September 30, 2009 and keeping such information confidential until January 15, 2010;

p. Acceptance of recommendations from the Wise Blackman report by an "independent"committee, while business relationships existed between Messrs. Perez and Durst;

q. Transfer and assignment of the Desjardins claim as secured creditors of Raymor, in favour of the partnership La Verendrye (being the group led Durst & Veilleux), the new owners of the building;

r. Failure to disclose the specific requests to hold a shareholders' meeting made by Messrs. Jacques Forest and Lorenzo D'Alesio, as evidenced by letters submitted; this constitutes a contravention of section 142 of the Alberta Business Corporation Act (A.B.C.A)

s. Failure to disclose the outcome of efforts made in realizing $500,000 of funding for research and development (R & D) (the Recovery Plan) the collection of which would have permitted the payment of certain obligations due on December 15, 2009, under the proposal in bankruptcy;

t. Under pretext that Raymor could not meet payment obligations of $162,000 due to unsecured creditors on December 15, 2009, proposing the elimination of the capital stock of its shareholders who had invested more than $30,000,000.00 into Raymor although the directors of Raymor managed to succeed in raising $7.4 million to acquire for themselves the assets of the company, namely the building on Rue La Verendrye, and a first priority security interest in Raymor's other assets;

u. The result: management of a public company as if it was a private company to the detriment of the 8,000 shareholders.

In summary, the directors of Raymor and Mr. Mario Veronneau (of KPMG) have benefited from the financial vulnerability of Raymor. The group lead by Durst and Veilleux maintained a situation of insolvency to discourage future investment and to distract shareholders with questionable declarations about their real intentions which they failed to reveal until the last possible moment on or about December 10, 2009, when the privatization of Raymor was announced.

The New Investor Group has been working tirelessly to undo the current situation the 8,000 shareholders of Raymor are faced with.

The two individuals at the helm of the New Investor Group have combined their forces, knowledge, business contacts, financial contacts and integrity to form a single entity. Their sole purpose: Save and Preserve the shares of Raymor's 8,000+ loyal shareholders.

The New Investor Group has launched a multi-pronged legal assault on the group led by Durst & Veilleux. Our legal team, in unison with the New Investor Group, has been working conscientiously and meticulously around the clock in preparation.

The New Investor Group is committed and will NOT, under any circumstances, surrender to the group led by Durst & Veilleux. The New Investor Group and their legal team have taken the following legal steps:

1. The AMF will now automatically receive all pertinent information with respect to this case. The AMF will now be able to review ALL pertinent information before making any future decisions; and

2. The TSX will now automatically receive all pertinent information with respect to this case. The TSX will now be able to review ALL pertinent information before making any future decisions.

Before these steps were implemented, the aforementioned Governing Authorities were basing their decisions (through no fault of their own) and rulings on partial and sometimes biased information. The New Investor Group has put a stop to this.

The Order to Safe Guard (when granted) will impede the relentless efforts of the group led by Durst & Veilleux to privatize Raymor and annihilate Raymor's 8,000 existing shareholders, thereby wiping out their hard earned investment and hopes for future profits.

We take great pride and are honoured to be representing the Raymor shareholders. The New Investor Group has been acting and will continue to act in the best interests of the over 8,000 Raymor shareholders. We will remain steadfast in our commitment to regain control of Raymor.

The New Investor Group would like to take this opportunity to thank the many shareholders who have granted a Power of Attorney over their shares/votes to us. Recently, two organized groups granted Power of Attorney over their shares/votes to the New Investor Group for a total commitment by these two groups of over 12,000,000 votes. This demonstration of trust and loyalty is of great importance to the New Investor Group. The New Investor Group plans to take the trust you have placed in us and transform it into the mortar and bricks required to build a permanent foundation on which Raymor will sit as the World Leader in Nanotube Technology.

If you have not already done so, please give us your undivided support. The New Investor Group will preserve and protect your rights as a shareholder and represent you regardless of whether you have 1 Raymor share or 1,000,000 Raymor shares.

Your faith in the New Investor Group solidifies our commitment to you, the over 8,000 Raymor shareholders. Log onto our web site (www.stephanerobert.ca) and join our group now. Complete the "Power of Attorney" form and e-mail it to us immediately if you wish to be represented by the New Investor Group.

We would like to thank you on behalf of all concerned Raymor shareholders and their families.


Important Information:

If you wish to contact us, please do so at: (commentaires@stephanerobert.ca)

If you want to be represented by the New Investor Group and wish to give us your proxy, please do so at: (www.stephanerobert.ca)

Click on:

"Procuration" for French

"Proxy" for English

The New Investor Group urges all Raymor Shareholders to be present at the Court of Appeal. The Judge must see with his own eyes, and know that 8,000 innocent investor are be erased from existence.

Date: MARCH 22, 2010

Time: 9:30am

100 Est Notre-Dame Street,
Montreal, Quebec
H2Y 4B6

Phone : 514 393-2022 + extension 0


Web-Site : http://www.tribunaux.qc.ca/c-appel/English/Contact/contact.html

Contact Information