TORONTO, ONTARIO--(Marketwired - Aug. 23, 2013) - On August 2, 2013, Genesis Land Development Corp. ("Genesis") commenced a proceeding (the "Application") in the Alberta Court of Queen's Bench (the "Court") for, among other things, an order directing Smoothwater Capital Corporation ("Smoothwater"), Garfield R. Mitchell, the sole shareholder of Smoothwater, Mark Mitchell, Edwin Nordholm and Liberty Street Capital Corp. (the "Respondents") to disclose that they had been acting jointly or in concert prior to the annual and special meeting of shareholders of Genesis (the "Meeting") then scheduled to be held on August 12, 2013 (which Meeting has since been postponed). The Application was heard on August 15, 2013. The Court held that the Respondents had been acting jointly or in concert since early July 2013 in respect of efforts to have an alternate slate of directors elected at the Meeting. The Court ordered that disclosure of the Court's decision be made, and that the Meeting be adjourned or postponed to a date 30 days after the issuance of such disclosure. This disclosure is being made by Smoothwater further to the order of the Court. Since the hearing of the Application, Genesis and Smoothwater have announced that they arrived at a settlement in respect of Smoothwater's proposal to nominate an alternate slate of directors at the Meeting.
Each of the Respondents is a shareholder of Genesis. As of August 23, 2013, Smoothwater continues to maintain ownership and control of 9,897,435 common shares of Genesis, representing approximately 22.06% of the outstanding common shares of Genesis (based upon the 44,861,200 common shares stated to be issued and outstanding as of July 17, 2013 by Genesis in its management information circular dated July 17, 2013 and filed on SEDAR on July 18, 2013). Smoothwater, together with its sole shareholder Garfield R. Mitchell, beneficially owns, or exercises control and direction over, an aggregate of 9,909,435 common shares of Genesis, representing approximately 22.09% of the outstanding common shares of Genesis. As of August 23, 2013, to the knowledge of Smoothwater, Mark Mitchell beneficially owns, or exercises control and direction over, an aggregate of 4,160,033 common shares of Genesis representing approximately 9.27% of the outstanding common shares of Genesis; Edwin Nordholm beneficially owns, or exercises control and direction over, an aggregate of 1,323,800 common shares of Genesis (including shares beneficially owned by Liberty Street Capital Corp.) representing approximately 2.95% of the outstanding common shares of Genesis; and Liberty Street Capital Corp. beneficially owns, or exercises control and direction over, an aggregate of 1,273,800 common shares of Genesis representing approximately 2.84% of the outstanding common shares of Genesis.
An early warning report is being filed by Smoothwater in accordance with applicable securities laws and will be available on the SEDAR website at www.sedar.com.
SOURCE Smoothwater Capital Corporation
For more information, including to obtain a copy of the early warning report to which this press release relates, please contact:
|Stephen J. Griggs
|Chief Executive Officer
|Smoothwater Capital Corporation
|Suite 2500, 120 Adelaide Street West
|Toronto, Ontario M5H 1T1