- Call for immediate postponement of the oppressive proposed share offering
- Seek to remove three incumbent directors with two new highly qualified, accountable, and experienced directors
A group of shareholders (the "Concerned Shareholders") together owning not less than 5% of the of the shares of Yroo Inc. (previously registered as Retailcommon and which currently operates the website Shopbrain.com) ("Yroo" or the "Company") announced today that, on May 15, 2020, they requisitioned a special meeting of shareholders (the "Requisition") for the purpose of replacing Yroo directors James Cunningham, Chris Dawson, and Peter Sharpe with two new directors aligned with shareholders and capable of improving the Company’s financial condition.
The Concerned Shareholders believe in the potential of Yroo’s technology but, like a lot of investors, are disappointed with the board of directors’ (the "Board’s") inability to unlock value. Specifically, Yroo’s management has not met any of its financial targets and the shareholders assert that management has simply failed to provide any tangible information with regard to the direction of the Company. The Company’s management has devalued Yroo during a time, in the midst of the COVID-19 pandemic, when e-commerce is one of the only strong performing sectors of the economy.
AN OPPRESSIVE PROPOSED SHARE OFFERING
The Concerned Shareholders are particularly disappointed with the Board’s most recent decision to approve a share offering of up to $1,750,000 with a deadline of just eight days – unfairly oppressing many shareholders who are unable to review the documents and assess the opportunity in such a short period of time. Notably, while the Concerned Shareholders have requested material information that would influence their investment decisions, the Company’s Board and management have refused to provide additional details.
The Concerned Shareholders believe that this significant restructuring of shares is oppressive with management refusing to provide real details. The short time horizon only serves to benefit the CEO, CFO, and select company insiders, further entrenches the Board, threatens to dilute long-standing shareholders, and indicates, once again, that this Board is not aligned with its shareholders.
The Company needs an immediate change in direction and new directors who are transparent and serious about upholding their fiduciary duty and making decisions that are in the best interests of the shareholders.
The actions of the Board and management have left the Concerned Shareholders with no choice but to requisition a meeting. They will also seek additional recourse and court remedies, if met with resistance, which may include holding certain individuals personally liable for not upholding their obligations to shareholders and for numerous other questionable activities at Yroo, as claimed by the Concerned Shareholders.
THE TIME FOR CHANGE IS NOW
The Concerned Shareholders are requesting an immediate halt to the proposed share offering, pending a special meeting of shareholders. In addition, as part of the Requisition, the Concerned Shareholders are seeking to:
- Remove James Cunningham, Chris Dawson, and Peter Sharpe as directors of the Company and replace them with two independent, highly-qualified and accountable directors with significant experience in sales, marketing, business strategy, and capital management;
- Remove James Cunningham and Colley Clarke as officers of the Company;
- Approve a forensic audit of the Company’s financial accounts; and
- Fix the size of the board at three.
The Concerned Shareholders’ nominees include:
- Steven Gregg – Steven has extensive experience in expansion, growth and market share in Canada. Steven’s success has come from an unwavering commitment to AppleOne Canada in an industry rife with challenges and unpredictability. Steven’s background in sales and marketing allowed him to create and lead one of the most dynamic sales forces in the industry. His driven attitude partnered with a focused and solutions-based approach is unparalleled.
- John G. Davidson – As a founding Partner of the Penmore Group of Companies, John is a passionate and socially minded entrepreneur who has been a driving force in building Penmore into a leading integrated wealth management firm. John’s dedication to solving problems, through strategy and development, for businesses and high net worth individuals has resulted in lasting relationships over the past 30 years.
Kingsdale Advisors is acting as strategic shareholder, communications and proxy advisor to the Concerned Shareholders.
Director, Communications and Marketing