Spinnaker Development Corporation

March 29, 2017 10:00 ET

Spinnaker Development Corporation Receives Shareholder Meeting Requisition

TORONTO, ONTARIO--(Marketwired - March 29, 2017) - Spinnaker Development Corporation (the "Company") today announced that it received a requisition on behalf of Kenneth E. Taylor ("Mr. Taylor"), the founding shareholder, sole director and officer of the Company and a holder of more than 5% of the issued and outstanding common shares of the Company. The requisition requests the convening of an annual meeting of shareholders at which shareholders will be asked to vote on several resolutions.

The requisition proposes that resolutions addressing the following matters be put to a vote of the Company's shareholders:

  1. To receive and consider the audited consolidated financial statements of the Company for the years ended December 31, 2015, 2014 and 2013 and the reports of the auditors thereon;

  2. To elect directors of the Company for the ensuing year with the following proposed nominees: Kenneth E. Taylor, Kent D. Taylor, and Crawford R. Spencer;

  3. To appoint UHY McGovern Hurley LLP, as auditors of the Company for the ensuring year and to authorize the directors to fix their remuneration; and

  4. To transact such further and other business as may be properly brought before the meeting or any adjournment thereof.

The requisition has been made pursuant to the Business Corporations Act (Ontario).

The Company has confirmed that the meeting will be held on April 19, 2017 with a record date of February 27, 2017. The notice of meeting, information circular, form of proxy, financial statements and related management discussion and analysis will be mailed on or about March 29, 2017 and copies of these materials will be available at that time from Jeffrey Stubbs.

About the Nominee Directors:

Kenneth E. Taylor

Mr. Taylor holds an Engineering degree from the University of Toronto and an MBA from the Wharton School of Finance at the University of Pennsylvania. Mr. Taylor's career began in Toronto where he worked in Finance for Ford Motor Company. He then became a consultant with Urwick Currie (PricewaterhouseCoopers) and then joined Cadillac Development Corporation as Vice President Finance in 1973. Mr. Taylor founded the Company and has actively been involved overseeing its operations. He has served continuously as a director of the Company since he was first elected as a director in 1983. Mr. Taylor is responsible for overseeing the operations and strategic vision of the Company.

Kent D. Taylor

Mr. Taylor is a retired businessman. Prior to retiring, Mr. Taylor worked in the real estate development business. The last position Mr. Taylor held before his retirement was as President of the Edgecom Group of Companies.

Crawford R. Spencer

Mr. Spencer is retired from the practise of law. Prior to retiring, Mr. Spencer was a lawyer who practised in the commercial real estate area with particular emphasis in shopping centre development and leasing. The most significant portion of Mr. Spencer's practice was representing one of Canada's largest retailers in its real estate acquisitions, leasing and disposals from coast to coast in Canada. In addition, Mr. Spencer has been involved in acting for financial institutions in large commercial loans, particularly to the non-profit housing sector.

Mr. Spencer is a past member and Chairman of the City of Etobicoke Planning Committee, a member of the International Council of Shopping Centres (ICSC) and the National Association of Corporate Real Estate Executives (NACORE), and has lectured on commercial leasing matters.

About Spinnaker Development Corporation:

The Company was amalgamated pursuant to the Business Corporations Act (Ontario) on October 17, 1990. It has been a reporting issuer since 1984.

The Company holds a 9.58% interest in Spinnaker Resorts Inc. ("Spinnaker Resorts"). Spinnaker Resorts markets, sells and provides financing for buyers of time share intervals associated with resorts it developed in: Hilton Head Island, South Carolina; Branson, Missouri; and Ormond Beach, Florida.

The corporate headquarters of the Company are located in Toronto, Ontario.

The Company is subject to cease trade orders in the Province of Saskatchewan made on April 16, 2002, in the Province of Ontario made on July 22, 1993, in the Province of Alberta made on July 14, 1993 and in the Province of Quebec made on July 3, 1991. The cease trade orders remain in effect.

Cautionary Statement Regarding ForwardLooking Statements:

Certain of the statements and information in this press release constitute "forward‐looking information" within the meaning of applicable Canadian provincial securities laws. Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategies", "targets", "goals", "forecasts", "objectives", "budgets", "schedules", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward looking statements or information.

Forward‐looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors ‐ that could cause actual events or results to differ from those reflected in the forward looking statements or information such as: risks inherent to the hospitality industry, macroeconomic factors beyond the Company's control, time-share sales, risks related to doing business with third-party hotel owners, significant investments in owned and leased real estate, indebtedness, changes in general economic conditions and conditions in the financial markets; credit and liquidity risks, interest rate risks and foreign currency risks which could impact the Company's investment, the Company's history of negative cash flows and operating losses may continue, risks related to the Company's investment strategy, the Company's heavy reliance on its investment in Spinnaker Resorts, the Company's dependence on key management personnel, as well as other matters discussed in this press release. This list is not exhaustive of the factors that may affect any of the Company's forward- looking statements. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. These statements are based on current expectations of the Company and currently available information.

Forward‐looking statements or information are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward looking statements or information due to a variety of risks, uncertainties and other factors.

The Company's forward‐looking statements and information are based on assumptions, beliefs, expectations and opinions as of the date of this press release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward looking statements and information if circumstances or assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information occur. For the reasons set forth above, investors should not place undue reliance on forward looking statements and information.

Information Contact:

For additional information on this press release and a copy of the requisition (including the proposed resolutions), please contact Jeffrey Stubbs by email at jeffs@spinnakerresorts.com or by telephone at 416-722-5599.

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