SHAREHOLDER ALERT: Pomerantz Law Firm Reminds Shareholders with Losses on their Investment in Garrett Motion Inc. of Class Action Lawsuit and Upcoming Deadline – GTX; GTXMQ

NEW YORK, Nov. 12, 2020 (GLOBE NEWSWIRE) — Pomerantz LLP announces that a class action lawsuit has been filed against certain officers of Garrett Motion Inc. (“Garrett” or the “Company”) (NYSE: GTX; OCTMKTS: GTXMQ). The class action, filed in United States District Court for the Southern District of New York, and docketed under 20-cv-09279, is on behalf of a class consisting of all persons other than Defendants who purchased or otherwise acquired Garrett securities between October 1, 2018 and September 18, 2020, inclusive (the “Class Period”). Plaintiff pursues claims against the Defendants under the Securities Exchange Act of 1934 (the “Exchange Act”).

If you are a shareholder who purchased Garrett securities during the class period, you have until November 24, 2020, to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Robert S. Willoughby at [email protected] or 888.476.6529 (or 888.4-POMLAW), toll-free, Ext. 7980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased. 



[Click here for information about joining the class action]

Garrett designs, manufactures, and sells turbocharger, electric-boosting, and connected vehicle technologies for original equipment manufacturers and the aftermarket. In October 2018, the Company formed as a spin-off of the Transportation Systems business of Honeywell International Inc. (“Honeywell”).

The complaint alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors that: (i) because of Garrett’s agreement to indemnify and reimburse Honeywell for certain asbestos-related liability, the Company was saddled with an unsustainable level of debt; (ii) as a result, Garrett had a highly leveraged capital structure that posed significant challenges to its overall strategic and financial flexibility; (iii) as a result of the foregoing, Garrett’s ability to gain or hold market share was impaired; (iv) as a result of the foregoing, the Company was reasonably likely to seek bankruptcy protection; and (v) as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.

On August 26, 2020, before the market opened, the Company disclosed that its “leveraged capital structure poses significant challenges to its overall strategic and financial flexibility and may impair its ability to gain or hold market share in the highly competitive automotive supply market, thereby putting Garrett at a meaningful disadvantage relative to its peers.” Garrett further stated that its “high leverage is exacerbated by significant claims asserted by Honeywell against certain Garrett subsidiaries under the disputed subordinated asbestos indemnity and the tax matters agreement.”

On this news, Garrett’s stock price fell $3.04 per share, or over 44%, to close at $3.84 per share on August 26, 2020, thereby damaging investors.

On Sunday, September 20, 2020, Garrett announced that it had filed for Chapter 11 bankruptcy.

On Monday, September 21, 2020, the New York Stock Exchange (“NYSE”) announced that it would commence proceedings to delist Garrett’s stock from the NYSE after the Company’s disclosure that it had filed for bankruptcy.

On this news, Garrett’s stock began trading over-the-counter and closed at $1.76 per share on September 22, 2020, and over 12% decline from the closing price on September 18, 2020.

The Pomerantz Firm, with offices in New York, Chicago, Los Angeles, and Paris is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, the Pomerantz Firm pioneered the field of securities class actions. Today, more than 80 years later, the Pomerantz Firm continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered numerous multimillion-dollar damages awards on behalf of class members. See www.pomerantzlaw.com.

CONTACT:
Robert S. Willoughby
Pomerantz LLP
[email protected]
888-476-6529 ext. 7980

Inovalis Real Estate Investment Trust Announces Financial Results for the Third Quarter of 2020

Inovalis Real Estate Investment Trust Announces Financial Results for the Third Quarter of 2020

Not for distribution to U.S. news wire services or dissemination in the United States

TORONTO–(BUSINESS WIRE)–Inovalis Real Estate Investment Trust (the “REIT”) (TSX: INO.UN) today reported financial results for the quarter ended September 30, 2020.

Dollar amounts in the press release are presented in thousands of Canadian dollars and Euros except per unit amounts or as otherwise stated. Information contained in this press release is based on information available to management as of November 12, 2020.

Stéphane Amine, President of the REIT, commented “I am pleased to report that the REIT has effectively maintained its occupancy and collected rents throughout the most challenging two quarters since our initial public offering. Our investors are telling us that they appreciate the stability of strong, consistent distributions underscored by the resilience of our operating fundamentals. We are now focused on identifying opportunities for deploying the REIT’s capital that was held in reserve throughout the volatile circumstances earlier in 2020.”

HIGHLIGHTS

Net Rental Income

For the wholly controlled properties, net rental income for the three months ended September 30, 2020 (“Q3 2020”), adjusted for IFRIC 21 – Levies (“IFRIC 21”), was CAD$6,553 (EUR4,162), compared to CAD$6,101 (EUR4,151) adjusted net rental income for the three months ended September 30, 2019 (“Q3 2019”). The year-over-year increase is mainly due to the impact of foreign exchange coupled with the net impact of the acquisition of Arcueil and the sale of Vanves (+CAD$2,036), the acquisition of Trio property (+CAD$828), offsetting the Courbevoie vacancy since Q3 2019 (-CAD$1,335).

In Q3 2020, for the portfolio that includes the REIT’s proportionate share in joint ventures (“Total portfolio”), net rental income adjusted for IFRIC 21 was CAD$8,793 (EUR5,641), compared to CAD$9,119 (EUR6,208) for Q3 2019, the decrease is mainly attributable to the Q3 2019 departure of a principal tenant in the Courbevoie property which is currently being marketed for sale.

COVID-19 Related Business Update

The REIT is reporting near-normal quarterly rent collection for Q3 2020 and will focus on providing support to tenants throughout the coming months. Management continues to monitor and assess market conditions and adapt its strategy to address the impact of measures taken by government and health officials to protect public health.

The REIT is confident in the strength of its portfolio, as indicated by the solid Q3 2020 results. While current results are strong, the REIT continues to monitor market conditions to formulate the outlook for the remainder of 2020 and ahead in 2021. It is possible that downward pressure on rental revenue may occur in the short-term as a result of the second wave of the COVID-19 pandemic, partial lockdown measures, and consequent economic disruption.

Rent collection

Rent collection for the French assets is recorded on a quarterly basis and 94% of rent has been received for Q3 2020. This is generally in line with the timing and percentage of pre-COVID-19 rent collection levels with a few minor exceptions.

For the REIT’s German properties, rents are collected on a monthly basis and nearly 100% of rent was received in Q3 2020.

Management is actively monitoring rent payment deferral requests to maintain consistent rent collection while supporting tenant needs.

Leasing Operations

About 10,500 sq. ft. of incremental space was leased during Q3. Efforts continue to lease unoccupied space (152,603 sq. ft., 9.9% of total GLA) in the portfolio. Management will selectively complete capital expenditure improvements on vacant areas to attract tenants and maximize rent.

Funds from Operations (“FFO”), Adjusted Funds from Operations (“AFFO”)

In Q3 2020, the REIT reported Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO)” were $0.19 and $0.18 per unit respectively, versus CAD$0.23 and CAD$0.21 for the same period last year. While both ratios saw an increase compared to Q2 2020 (CAD$0.16 and CAD$0.15 per unit respectively), financial performance has been affected by the conservative 2020 investment strategy to assess the economic impact of the COVID-19 pandemic on the REIT’s business prior to deploying capital. As of September 30th, the REIT has CAD$73.3 million of cash on its balance sheet, including CAD$19.4 million proceeds from the partial repayment of the Rueil construction loan principal to the REIT in July. The REIT’s Canadian funds held in Euros had an unrealized foreign exchange gain of CAD$1,855 (which represents an equivalent of approximately CAD$0.06 per unit of FFO) over the nine months of 2020. This gain has been conservatively excluded from the FFO determination due to the volatility of the Canadian dollar against the Euro, despite REALPAC guidance to the contrary on this matter.

Financing Activity

The weighted average interest rate across the portfolio debt is 2.06% and the debt ratio is 40.7% (33.8% net of cash), comfortably within the REITs mandated threshold of 60%.

The REIT is considering other refinancing opportunities to take advantage of historically low interest rates in Europe. The REIT anticipates being able to finance assets on a less costly basis than that offered by traditional financing in Canada.

In France, banks and financial lessors have been encouraged by the French Government’s measures to ease the debt service conditions of their clients from the start of the pandemic. The REIT has benefited from deferrals on Sabliere, Courbevoie, Metropolitain, Baldi and Delizy properties representing a CAD$1.9 million (EUR1.2 million) positive impact on the Q3 available cash, on top of the deferrals obtained in Q2. Deferral on the Arcueil lease liability was finalized in October 2020, while the quarterly payments of CAD$1.3 million (EUR0.86 million) due on April 8, 2020 and July 8, 2020 have been deferred to April 8, 2027.

For the total year 2020, the positive impact on cash of senior debt deferrals represents CAD$6.3 million (EUR4.0 million), including the Arcueil deferral agreement signed in October 2020 and disclosed in the Subsequent Events section at the end of this document. As there are no penalties for these deferrals, it is in the best interest of the REIT to have the flexibility to conserve this cash for future investments.

Rueil acquisition loan

Subsequent to the quarter, on October 2nd, 2020, the REIT has exercised its option and acquired a 20% stake in the company it financed to build the Rueil property. The building was delivered on October 19th, in line with our budgetary assumptions related to the valuation of the REIT’s profit participation component in the development loan (call option). On July 30, 2020, CAD$19,388 (EUR12,416) out of the initial CAD$26,805 (EUR17,166) loan has been returned to the REIT by the borrowing entity A gain of CAD$9,937 in fair value has been recognized in relation to the profit participation component of the loan over the three years since its inception in December 2016. Management has successfully achieved the business plan objective to generate additional profit in the form of fund inflows from this loan.

Bad Homburg

Subsequent to the quarter, the REIT completed the buy-back of its JV partner’s 50% stake in the Bad Homburg asset, for a total purchase price of EUR5,873 (CAD$8,957) including the JV partner’s loan. The asset has been jointly held since 2015.

Stuttgart

The REIT and its JV partner have taken steps to sell the Stuttgart asset which has been jointly held since 2017. A top-tier international broker has been engaged for the sale and a bidder was granted a 6-week exclusivity period on November 2nd. The disposition of this asset will contribute to the REIT’s positioning for future opportunistic investments and further simplify its asset ownership structure.

Courbevoie (Veronese)

The REIT has taken steps to sell the Courbevoie (Veronese) asset, one of the REIT’s initial properties. A top-tier international broker has been engaged for the sale and a marketing plan has helped the REIT to identify one bidder, presently under exclusivity to confirm its pricing by mid- November. The disposition of this asset will contribute to the REIT’s positioning for future opportunistic investments.

Normal Course Issuer Bid

As reported in Q2, the TSX approved the REIT’s Normal Course Issuer Bid which was undertaken in response to the extreme volatility that affected the trading price of the REIT. Management believes that the purchase by the REIT of a portion of its outstanding Units is an appropriate use of available resources and in the best interests of the REIT and its unitholders. Between April 22 and September 30, 2020, the REIT bought back 884,675 Units at Unit prices ranging between $6.41 and $8.00 for a total CAD$6,679 buy-back of Units. Prior to the end of Q3 and before the onset of a scheduled blackout on trading for REIT insiders pending the release of Q3 financial results, the REIT initiated an automatic purchase plan with a broker to repurchase a daily limit of 20,890 units at a maximum price of $8.50 per unit, for the period from September 30 until November 14, 2020.

Special Committee to Review Strategic Alternatives

Subsequent to quarter end on October 28, 2020, the REIT announced the formation of a special committee of independent members of the Board of Trustees (the “Special Committee”) to consider strategic alternatives available to the REIT. The Special Committee expects to review and evaluate a wide range of strategic alternatives to enhance unitholder value. The REIT will continue to evaluate possible acquisition or disposition of certain portfolio assets throughout this process.

FORWARD-LOOKING INFORMATION

Although we believe that the expectations reflected in the forward-looking information are reasonable, we can give no assurance that these expectations will prove to have been correct, and since forward-looking information inherently involves risks and uncertainties, undue reliance should not be placed on such information. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such forward-looking statements. The estimates and assumptions, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth in this document as well as the following: (i) we will continue to receive financing on acceptable terms; (ii) our future level of indebtedness and our future growth potential will remain consistent with our current expectations; (iii) there will be no changes to tax laws adversely affecting our financing capability, operations, activities, structure, or distributions; (iv) we will retain and continue to attract qualified and knowledgeable personnel as we expand our portfolio and business; (v) the impact of the current economic climate and the current global financial conditions on our operations, including our financing capability and asset value, will remain consistent with our current expectations; (vi) there will be no material changes to government and environmental regulations adversely affecting our operations; (vii) conditions in the international and, in particular, the French and German real estate markets, including competition for acquisitions, will be consistent with the current climate; (viii) capital markets will provide us with readily available access to equity and/or debt financing; and (ix) the impact the COVID-19 pandemic will have on the REIT’s operations, the demand for the REIT’s properties and global supply chains and economic activity in general. The forward-looking statements are subject to inherent uncertainties and risks, including, but not limited to, the factors listed under the Risk and Uncertainties section of Q3 2020 MD&A. Consequently, actual results and events may vary significantly from those included in, contemplated, or implied by such statements.

ABOUT INOVALIS REAL ESTATE INVESTMENT TRUST

Inovalis Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario. The REIT has been created for the purpose of acquiring and owning office properties primarily located in France and Germany but also opportunistically in other European countries where assets meet the REIT’s investment criteria.

For further information, please contact:

David Giraud, Chief Executive Officer

Inovalis Real Estate Investment Trust

Tel: +33 1 5643 3323

[email protected]

Khalil Hankach, Chief Financial Officer

Inovalis Real Estate Investment Trust

Tel:+33 1 5643 3313

[email protected]

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Commercial Building & Real Estate Construction & Property REIT

MEDIA:

Hydrofarm Holdings Group Files Registration Statement for Proposed Initial Public Offering

PETALUMA, Calif., Nov. 12, 2020 (GLOBE NEWSWIRE) — Hydrofarm Holdings Group, Inc. (“Hydrofarm”), a leading independent branded hydroponics company with a comprehensive distribution platform, today announced that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) relating to a proposed initial public offering of shares of its common stock. The number of shares to be offered and the price range for the proposed offering have not yet been determined. Hydrofarm intends to list its common stock on the Nasdaq Global Market under the ticker symbol “HYFM”.

J.P. Morgan and Stifel are acting as lead book-running managers for the offering. Deutsche Bank Securities, Truist Securities and William Blair are acting as book-running managers for the offering.

The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus, when available, may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at [email protected] or by telephone at (866) 803-9204; or Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, CA 94104 or by telephone at (415) 364-2720 or by email at [email protected].

A registration statement on Form S-1 relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Hydrofarm Holdings Group, Inc.

Hydrofarm is a leading independent distributor and manufacturer of hydroponics equipment and supplies for controlled environment agriculture, including high-intensity grow lights, climate control solutions, and growing media, as well as a broad portfolio of innovative and proprietary branded products. For over 40 years, Hydrofarm has helped growers make growing easier and more productive.  The Company’s mission is to empower growers, farmers and cultivators with products that enable greater quality, efficiency, consistency and speed in their grow projects. 

Contacts:

Media Contact

Cory Ziskind / ICR
(646) 277-1232
[email protected]

Investor Contact

Fitzhugh Taylor / ICR
[email protected]

Sian Capital Issues Open Letter to Stockholders of OPKO Health


Highlights


that


J


ust


T


wo


W


eeks


after


Sian Capital


Sent Its


220 Demand Letter


to OPKO, the Company


has


A


greed to


Release A Subset of the Documents Requested, Which


W


e Believe


W


ill Validate our Valuation Assertions


Announces OPKO



H




as Agreed to Enact Important Governance Enhancements



to Protect Stockholders,



Including the Addition of a New, Independent Director



and


Further


Stockholder


-Friendly


Governance


Changes


by January 2021


Sets the Record Straight Regarding the Apparent Falsehoods and Misrepresentations OPKO is Peddling to Stockholders


,


I


ncluding


Management’s


A


ssertion that


Its


O


wnership of >40% Renders


Stockholders


Powerless


Urges the Board to Formally Announce and Initiate a Credible Strategic Review to Help Enact Change, Restore Stockholder Confidence and Identify Steps for Delivering the Value


Long-Suffering


Stockholders Deserve

NEW YORK, Nov. 12, 2020 (GLOBE NEWSWIRE) — Sian Capital, LLC (together with its affiliates, “Sian” or “we”), a sizable stockholder with beneficial ownership of approximately 3% of OPKO Health, Inc.’s (NASDAQ: OPK) (“OPKO” or the “Company”) outstanding common stock, today issued the below letter to stockholders. Recently, Sian issued a presentation outlining paths to enhanced value creation at OPKO and posted other relevant materials at www.siancapital.com/resources.

November 12, 2020

Fellow Stockholders,

Sian Capital, LLC (together with its affiliates, “Sian” or “we”) has been overwhelmed by the positive investor response to our October 2020 presentation that outlines several viable paths to unlocking the tremendous value trapped within OPKO Health, Inc.’s (“OPKO” or the “Company”) underperforming stock. After receiving messages from more than 400 supportive stockholders over the past two weeks, one thing has become crystal clear to us: investors are fed up with leadership’s self-serving decisions and believe now is the time to pursue the many high-potential opportunities that exist across the industry.

We believe the public market does not fully appreciate OPKO’s prized assets because it has lost confidence in the Company’s management and Board of Directors (the “Board”). It appears these leaders are either unable or unwilling to address the array of governance, financial and strategic issues that continue to depress the Company’s stock price. Moreover, it has recently come to our attention that OPKO’s representatives are going so far as to attempt to dissuade stockholders from supporting change at the Company and making baseless claims regarding Sian and the Company’s governance. For this reason, we want to expose OPKO’s misinformation campaign and refute its recent effort to miscast Sian and our value-enhancing ideas.



FACT




: OPKO’s Investor Relations Team




is




Waging




a




Misinformation Campaign Against Sian

Despite Sian frequently engaging with Chairman and CEO Dr. Phillip Frost, Executive Vice President and director Steven Rubin, OPKO’s investor relations team, as well as other members of OPKO senior management to discuss paths to unlock value for stockholders over the past six months, OPKO’s investor relations team is now falsely claiming to stockholders that they have “never heard of Sian” in an apparent attempt to discredit us and our research. The reality is OPKO proactively reached out to Sian within 24 hours of the release of our public presentation to continue our dialogue. In spite of the Company’s misinformation campaign, investors have been studying our materials, resulting in positive feedback and support from analysts who follow OPKO closely. Just today at the H.C. Wainwright 6th Annual Israel Virtual Conference, an analyst asked multiple questions regarding some of the very same strategic options we have urged OPKO to examine. The analyst specifically asked if OPKO would consider splitting its Pharma and Laboratory division since neither is getting the value it deserves, to which the Company responded that they are exploring this and “may in fact do that,” especially since the Pharma division will be self-funding once hGH and Rayaldee royalties begin shortly and is something they intend to look at going forward. The analyst further asked about rumors they independently heard of regarding acquiror interest, to which the Company responded, “we engage in strategic decisions [consistently] and at this time won’t comment.” Several savvy investors highlighted these comments to us today noting they signal the Company seems willing to take the steps Sian has outlined. We believe investors can now clearly see the direct path to unlock the value that long-suffering investors deserve.



FACT




:




The Delaware Court of Chancery and




OPKO’s Board




have A




pproved




the Institution of




S




everal




Corporate Governance Changes




b




y




January




2021

Stockholders should know that within just two weeks of Sian sending its 220 Demand Letter to OPKO, and just one week after it was publicly disclosed on October 29th by press release and Sian Capital’s website,1 the OPKO Board and the Delaware Court of Chancery approved a settlement that requires OPKO to implement certainimportant governance enhancements no later than January 31, 2021. These include but are not limited to:

  • The Mandatory Appointment of a New Independent Director to the Board – OPKO is required to add a new, independent director, specifically required to have less than 5% stockownership (to prevent further concentration of ownership) and no previous employment or ties with current management.

  • The Nominating Committee of the Board
    This committee may be the only Committee to recommend new Board members. The Chairman is also disallowed from participating on the Nominating Committee, preventing further hand-picked directors by the Chairman.

  • Stockholder
    Consultation
    R
    equired
    for Director
    Selection
    The Nominating Committee is required to consider the input from significant stockholders, which must be done explicitly in good faith, including on issues of director independence, qualifications and selection.

  • Lead Independent Director – Mandatory checks have been put in place delivering greater power to the Lead Independent Director: (i) at each Board meeting there shall be a separately convened session of non-management Board directors, and (ii) the Lead Independent Director has sole approval over the schedule of all Board meetings, and is required to be consulted on the agenda of each Board meeting, as well as all information sent to the Board.

  • Independent Investment Committee – A new Independent Investment Committee (“IIC”) is required to consist of exclusively independent directors who shall be given sole authority, in its discretion, to hire its own independent advisors when making investment decisions on minority investments. Members of the IIC are required to recuse themselves if they or any family members have a material investment, or affiliation, with a potential transaction partner.2

The full
list of
c
orporate
g
overnance
enhancements
OPKO is required to undertake can be found on Sian’s website here.

____________________
1https://siancapital.com/wp-content/uploads/2020/10/2020-10-21-Ltr-OPKO-Health-Inc.-re-Del-220-Demand_5577783.pdf
2In re Opko Health, C.A. No. 2018-0740-SG (2020).

OPKO
has
A
gree
d
to
S
end Sian Requested Documents – In addition to these enhancements, the Company has agreed to send Sian a subset of the documents we requested in our 220 Demand Letter, which we believe will affirm our fundamental analysis. Predictably, OPKO has denied our request for certain other documents, which we find suspicious because this information would help verify various allegations we learned from in-depth interviews conducted during our extensive due diligence. We will continue to work to obtain these documents on behalf of all OPKO stockholders.



FACT: Dr. Frost




and the Board Have a Fiduciary Duty to Act in the Best Interests of Stockholders

Dr. Frost’s aggressive stock purchases this year have caused Company insiders to exceed a 40% ownership position, which is a key threshold we have been eyeing for quite some time. The rise of insider control was a factor we were watching closely and conscious of well before deciding to publicize our view of the value opportunity at OPKO, as it not only verified our thesis that the Company’s fundamentals are set to inflect in over the next year, but also provided us with a path to help ensure improved governance changes would be made. As a result of Dr. Frost and the Board’s actions, we believe Dr. Frost is now considered a “Controlling Stockholder” and the OPKO Board is “Conflicted,” as both are specifically defined under Delaware law. As we describe in our Corporate Governance White Paper, the simultaneous presence of a “Controlling Stockholder” and “Conflicted Board” in the same public company actually has specific ramifications under Delaware law, precisely because of the enhanced potential for misuse of power. In fact, in these situations, Delaware law actually imposes stricter duties on the stockholder and the Board to protect minority stockholders in these situations from abuses of power.



FACT




:




Filings Show That




OPKO




Leaders




Could be




Personally Liable




for Breaches of Their




Fiduciary




Duties




, Leaving Them Highly Vulnerable




and




Exposed




to




Potential Litigation

Through our conversations with fellow stockholders, we found that it was largely unknown that the Company’s history of egregious violations has left its Board with the possibility that no insurance company will cover them, and if they do, it could be costly for inadequate and limited coverage, thereby leavingthempotentially personally liable for any breach – a risk we cannot fathom any Board member would take. We also note that the Company’s insurance premiums nearly doubled over 2019, costing stockholders an astounding $25 million while they suffered incredible financial loses. We believe upon reading our Corporate Governance White Paper, investors will have a sharply different view of stockholders’ ability to effect change than the one espoused by the Company over the past several days.



FACT




: There




is a




Clear Path




to Unlock Value




for




OPKO




Stockholders

Many stockholders agree with our view that OPKO is deeply undervalued, worth at least 3x its current stock price, and that the multiple paths we have outlined for maximizing that value are viable. Sian believes that our significant alignment with stockholders and strong track record helping companies optimize returns for investors will serve us in helping reverse the billions of dollars in destruction of value at OPKO. Given that OPKO’s stock continues to trade at a significant discount, we believe the Board should initiate a formal strategic review process to determine how the Company can realize the true potential of its assets. Recent feedback has shown that a critical mass of stockholders agree it is time for OPKO’s leaders to honor their fiduciary duties and quickly move to deliver the value that long-suffering investors deserve by announcing and initiating a credible review process. Further, we believe multiple potential suitors have come forward, unsolicited, to discuss partnerships, acquisitions, royalty agreements and other value-enhancing alternatives. We urge stockholders to ask OPKO themselves: has the Company received interest in its assets? We believe the answer will be telling.

We encourage investors to closely read the three White Papers we have posted to our website. These contain further details on the Company’s true fundamental value, which should be read in conjunction with Sian’s previous investor presentation, an examination on corporate governance under Delaware law, and examples of how we can continue to enact change. These papers also include short commentary on the election results and Pfizer’s tepid vaccine announcement last week, which we believe have only made the industry tailwinds more pronounced.

In the weeks ahead, we will continue to communicate frequently and transparently with you regarding the best path forward for OPKO. We encourage you to engage with us on a one-to-one basis in the meantime by e-mailing [email protected].

Sincerely,

Anish Monga

Founder and Managing Partner
Sian Capital LLC


About Sian Capital

Founded by veteran portfolio manager Anish Monga, Sian Capital, LLC is a New York-based asset management firm that employs a focused, event-driven investment approach. Sian’s unique mix of cross-sector experience and activism expertise enables it to identify and invest in what are often overlooked or under-covered investment opportunities.


Contacts

Profile
Greg Marose / Charlotte Kiaie
[email protected] / [email protected]  

 

MegumaGold and Canadian GoldCamps Announce Intent to Complete Merger

HALIFAX, Nova Scotia and VANCOUVER, British Columbia, Nov. 12, 2020 (GLOBE NEWSWIRE) — MegumaGold Corp. (CSE: NSAU, OTC: NSAUF, FWB: 2CM2) (“MegumaGold”) and Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF, FSE: A68) (“CanadianGoldCamps”) are pleased to announce that they have entered into an arm’s length agreement dated November 12, 2020 (the “Agreement”) with respect to a contemplated business combination by way of a proposed share exchange between MegumaGold and Canadian GoldCamps to which MegumaGold would acquire 100 per cent of the issued and outstanding shares of Canadian GoldCamps (the “Transaction”). The parties shall jointly prepare an information circular (setting forth inter alia the recommendations of their respective boards of directors for the proposed Transaction) as soon as reasonably feasible. Each party will file a Notice of Meeting and Record Date on SEDAR in due course.

The proposed Transaction would provide shareh
olders of both companies with:

  • A complementary district consolidation of Canadian GoldCamps properties in New Brunswick’s Bathurst Mining Camp, Newfoundland’s Central Gold Belt, and MegumaGold’s extensive exploration land position in Nova Scotia’s Meguma Gold District;
  • Combined goal of defining additional gold resources across Nova Scotia and New Brunswick in 2021;
  • Strengthened balance sheet and enhanced ability to raise capital to advance exploration;
  • Strengthened management and leadership team through complimentary skillsets;
  • A critical mass to support further accretive entry into dominant positions in Gold Camps across Canada.

Canadian GoldCamps is engaged in the acquisition, exploration and development of natural resource assets with a focus on precious metal properties which have potential for both significant exploration upside and are prospective for future development. Canadian GoldCamps this year expanded its strategic focus toward precious metals and further affirmed its forward-looking plan to build a diversified portfolio of exploration properties in historical gold-producing areas of Canada.

MegumaGold has assembled a strategically positioned, district-scale claim tenure comprised of 110,791 hectares within the Meguma Gold District in Nova Scotia. MegumaGold’s current focus is preparing drilling campaigns for its Caribou, Killag, and Touquoy West Properties while continuing to develop its regional targets throughout the district. At Touquoy West, located 4 km to the west of St Barbara’s Touquoy mine, combined soil geochemistry results and Induced Polarization (IP) survey results have identified three main anomalies on strike with the Touquoy mine that have never been drill tested. At Killag, MegumaGold’s initial Reverse Circulation (RC) drilling program has identified anomalous gold results over a strike length of 1 km open to the east and west, approximately 20 km to the east of St Barbara’s Touquoy mine. In September of 2020 MegumaGold completed an amalgamation with Osprey Gold acquiring the Goldenville deposit (see MegumaGold press release dated September 14, 2020).

Canadian GoldCamps has assembled approximately 4,150 hectares of prospective gold properties in New Brunswick, near the historic Bathurst mining district, and in Newfoundland’s Central Newfoundland Gold Belt, a region that has recently shown significant gold exploration success. In New Brunswick, Canadian GoldCamps properties encompass the majority of the Elmtree Gold Project (“Elmtree”), which contains a historical resource estimate and will require additional exploration and drilling to enhance its gold-bearing potential. A Mineral Resource Estimate is currently planned for the Elmtree Project that will incorporate the results from an upcoming drilling program and the latest industry gold price forecasts. In Newfoundland, Canadian GoldCamps’ seven claims are proximal to the northeast trending Dog Bay Suture and the parallel Appleton and JPB Faults, which have been identified as hosting significant gold-bearing potential.

Theo Van der Linde, President of MegumaGold stated, We’re incredibly pleased to be workingwith the GoldCamps team in building a premier gold exploration and development company with assets in emerging gold districts throughout Atlantic Canada. With this merger Meguma shareholders will benefit by not only be acquiring high quality assets with growth potential, but also direct access to invaluable guidance from well regarded Board members.”

David Garofalo, Director of Canadian GoldCamps commented, Today’s announcement is yet another positive step towards fulfilling our vision of creating a premier, Canadian-based precious metals focused exploration and development company. The advanced stage of our assets in New Brunswick, along with the early, albeit exciting potential of the properties in Newfoundland, are a great regional and strategic fit to MegumaGold’s extensive land position in the under explored Meguma Gold District.I would like to thank our CEO, Alex Terentiew, for advancing Canadian GoldCamps towards this merger and helping create a new exploration company that shareholders can be excited about. We wish him well in his next endeavour.

Alex Terentiew, President and CEO of Canadian GoldCamps stated
,

2020
has been a very busy and exciting
year
for the Company, and for the gold mining industry at large, and I am delighted to have had the privilege to lead
Canadian GoldCamps
through its growth thus far. With the combined portfolio of assets based in the Atlantic
P
rovinces, and taking into account travel restrictions during this global C
OVID
-19 pandemic,
however,
this merger presents an opportunity for all shareholders to benefit from the
experience and relationships MegumaGold’s existing management team has fostered
in the region
over the past few years. I am confident that
MegumaGold’s CEO,
Regan Isenor,
who is based in Halifax
and has
both regional and international experience,
is well suited to
lead the company forward
. I wish the Company great success in the years ahead.

Details of the Proposed Transaction

MegumaGold will acquire all of the issued and outstanding shares of Canadian GoldCamps. Each shareholder of Canadian GoldCamps (each, a “GoldCamps Shareholder”) will receive such number of common shares of MegumaGold (the “Meguma Shares”) as is equal to the product of the number of common shares of Canadian GoldCamps (the “GoldCamps Shares”) held by such shareholder at an exchange ratio which equals one and one-tenth (1.1) Meguma Shares per one (1) GoldCamps Share outstanding at the closing of the Transaction.

The definitive agreement will provide that unexercised incentive stock options and share purchase warrants of Canadian GoldCamps will be assumed by MegumaGold and will: (i) remain outstanding for their full term, and (ii) following the closing date of the Transaction, entitle the holder thereof to acquire Meguma Shares in lieu of GoldCamps Shares, in such number and at such exercise price as shall be adjusted based on the exchange ratio inherent in the Transaction, and otherwise on the same terms and conditions as existed prior to the Transaction.

Canadian GoldCamps will have the right to appoint three (3) members to the board of directors of the resulting issuer, with the total number of members of such board of directors to be initially set at four (4). MegumaGold shall contribute management personnel to the resulting issuer.

MegumaGold currently has 136,318,288 outstanding common shares and 34,466,433 shares reserved for issuance under incentive stock options and share purchase warrants. As of today’s date, it is anticipated an aggregate of 82,966,803 Meguma Shares are anticipated to be issued to the GoldCamps Shareholders, along with options and warrants entitling GoldCamps Shareholders to acquire a further 30,903,501 Meguma Shares.

Based on the foregoing and assuming no outstanding options or warrants of Canadian GoldCamps are exercised prior to closing and giving effect to any concurrent financing, the resulting issuer from the Transaction will have 219,285,092 shares issued and outstanding, of which former GoldCamps Shareholders will hold approximately 38% of the issued and outstanding common shares of the resulting issuer (40% of the common shares of the resulting issuer on a fully diluted basis).

The Transaction is subject to a number of conditions, including due diligence by each party, completion of definitive documentation, approval by Boards of Directors of each party, obtaining any necessary shareholder approvals (including any minority approval required by Multilateral Instrument 61-101, if applicable, obtaining all governmental, regulatory, Canadian Securities Exchange (the “CSE”), and other third-party approvals which are necessary in order to allow the parties to complete the Transaction. The precise form of the Transaction will be determined following further advice and consultation with the parties’ respective legal and tax advisors. The Transaction cannot close until all of these conditions are met. There can be no assurance that the Transaction will be completed as proposed, or at all. A finder’s fee may be payable on the transaction.

Qualified Person Statement

This press release has been reviewed and approved by Regan Isenor, Chief Executive Officer of MegumaGold Corp. Bob Komarechka, P.Geo., Director of Canadian GoldCamps Corp and a “Qualified Persons” as defined under NI 43-101, has prepared and approved the scientific and technical information disclosed in this press release.

About MegumaGold Corp.

MegumaGold Corp. (CSE: NSAU, OTC: NSAUF, FWB: 2CM2) is a Canadian junior gold exploration company engaged in the business of acquiring, exploring and developing natural resource properties. MegumaGold has centered its exploration focus on the developing Meguma formation of Nova Scotia. As a result, MegumaGold has assembled a strategically positioned, district-scale tenure position of 110,791 hectares within the Meguma Gold District. For additional information, please visit MegumaGold’s website: http://www.MegumaGold.com.

About Canadian GoldCamps Corp.

Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF, FSE: A68) is a Canadian-based gold exploration and development company established to provide investors with exposure to the best opportunities that the next generation of Canadian gold discoveries may present. Canadian GoldCamps is intent on being proximal to large new discoveries with a commanding position in these highly active gold camps, as well taking commanding positions in belts that possess all of the ingredients for the next major Canadian gold discovery. For additional information, please visit Canadian GoldCamp’s website: https://www.goldcamps.ca/.

Upon closing of the Transaction, the resulting issuer is expected to be listed for trading on the CSE.

For more information, please contact:
Mr. Regan Isenor, Chief Executive Officer, MegumaGold Corp.
902-233-4381
[email protected]
www.megumagold.com

Mr. Alex Terentiew, Chief Executive Officer, Canadian GoldCamps Corp.
647-640-241
[email protected]
www.goldcamps.ca

Forward-Looking Statements and Cautionary Language

All statements in this presentation, other than statements of historical fact, are “forward-looking information” with respect to MegumaGold and Canadian
GoldCamps
within the meaning of applicable securities laws including, without limitation economic estimates and any statements related to the proposed transaction, proposed board and management changes and shareholder and exchange approvals. MegumaGold and Canadian
GoldCamps
provide forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to exploration findings, results and recommendations, results of due diligence investigations, ability to raise adequate financing, shareholder and exchange approvals in respect of the transaction and unprecedented market and economic risks associated with current unprecedented market and economic circumstances, as well as those risks and uncertainties identified and reported in
MegumaGold’s
and Canadian
GoldCamps’
 public filings under its respective SEDAR profile at www.sedar.com. Although MegumaGold and Canadian
GoldCamps
have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. MegumaGold and Canadian
GoldCamps
disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

The CSE has not approved or disapproved the contents of this news release or passed upon the merits of any of the transactions described herein, including the Transaction.

Neither the CSE nor its Regulation Services Providers (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

MegumaGold and Canadian GoldCamps Announce Intent to Complete Merger

HALIFAX, Nova Scotia and VANCOUVER, British Columbia, Nov. 12, 2020 (GLOBE NEWSWIRE) — MegumaGold Corp. (CSE: NSAU, OTC: NSAUF, FWB: 2CM2) (“MegumaGold”) and Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF, FSE: A68) (“CanadianGoldCamps”) are pleased to announce that they have entered into an arm’s length agreement dated November 12, 2020 (the “Agreement”) with respect to a contemplated business combination by way of a proposed share exchange between MegumaGold and Canadian GoldCamps to which MegumaGold would acquire 100 per cent of the issued and outstanding shares of Canadian GoldCamps (the “Transaction”). The parties shall jointly prepare an information circular (setting forth inter alia the recommendations of their respective boards of directors for the proposed Transaction) as soon as reasonably feasible. Each party will file a Notice of Meeting and Record Date on SEDAR in due course.

The proposed Transaction would provide shareh
olders of both companies with:

  • A complementary district consolidation of Canadian GoldCamps properties in New Brunswick’s Bathurst Mining Camp, Newfoundland’s Central Gold Belt, and MegumaGold’s extensive exploration land position in Nova Scotia’s Meguma Gold District;
  • Combined goal of defining additional gold resources across Nova Scotia and New Brunswick in 2021;
  • Strengthened balance sheet and enhanced ability to raise capital to advance exploration;
  • Strengthened management and leadership team through complimentary skillsets;
  • A critical mass to support further accretive entry into dominant positions in Gold Camps across Canada.

Canadian GoldCamps is engaged in the acquisition, exploration and development of natural resource assets with a focus on precious metal properties which have potential for both significant exploration upside and are prospective for future development. Canadian GoldCamps this year expanded its strategic focus toward precious metals and further affirmed its forward-looking plan to build a diversified portfolio of exploration properties in historical gold-producing areas of Canada.

MegumaGold has assembled a strategically positioned, district-scale claim tenure comprised of 110,791 hectares within the Meguma Gold District in Nova Scotia. MegumaGold’s current focus is preparing drilling campaigns for its Caribou, Killag, and Touquoy West Properties while continuing to develop its regional targets throughout the district. At Touquoy West, located 4 km to the west of St Barbara’s Touquoy mine, combined soil geochemistry results and Induced Polarization (IP) survey results have identified three main anomalies on strike with the Touquoy mine that have never been drill tested. At Killag, MegumaGold’s initial Reverse Circulation (RC) drilling program has identified anomalous gold results over a strike length of 1 km open to the east and west, approximately 20 km to the east of St Barbara’s Touquoy mine. In September of 2020 MegumaGold completed an amalgamation with Osprey Gold acquiring the Goldenville deposit (see MegumaGold press release dated September 14, 2020).

Canadian GoldCamps has assembled approximately 4,150 hectares of prospective gold properties in New Brunswick, near the historic Bathurst mining district, and in Newfoundland’s Central Newfoundland Gold Belt, a region that has recently shown significant gold exploration success. In New Brunswick, Canadian GoldCamps properties encompass the majority of the Elmtree Gold Project (“Elmtree”), which contains a historical resource estimate and will require additional exploration and drilling to enhance its gold-bearing potential. A Mineral Resource Estimate is currently planned for the Elmtree Project that will incorporate the results from an upcoming drilling program and the latest industry gold price forecasts. In Newfoundland, Canadian GoldCamps’ seven claims are proximal to the northeast trending Dog Bay Suture and the parallel Appleton and JPB Faults, which have been identified as hosting significant gold-bearing potential.

Theo Van der Linde, President of MegumaGold stated, We’re incredibly pleased to be workingwith the GoldCamps team in building a premier gold exploration and development company with assets in emerging gold districts throughout Atlantic Canada. With this merger Meguma shareholders will benefit by not only be acquiring high quality assets with growth potential, but also direct access to invaluable guidance from well regarded Board members.”

David Garofalo, Director of Canadian GoldCamps commented, Today’s announcement is yet another positive step towards fulfilling our vision of creating a premier, Canadian-based precious metals focused exploration and development company. The advanced stage of our assets in New Brunswick, along with the early, albeit exciting potential of the properties in Newfoundland, are a great regional and strategic fit to MegumaGold’s extensive land position in the under explored Meguma Gold District.I would like to thank our CEO, Alex Terentiew, for advancing Canadian GoldCamps towards this merger and helping create a new exploration company that shareholders can be excited about. We wish him well in his next endeavour.

Alex Terentiew, President and CEO of Canadian GoldCamps stated
,

2020
has been a very busy and exciting
year
for the Company, and for the gold mining industry at large, and I am delighted to have had the privilege to lead
Canadian GoldCamps
through its growth thus far. With the combined portfolio of assets based in the Atlantic
P
rovinces, and taking into account travel restrictions during this global C
OVID
-19 pandemic,
however,
this merger presents an opportunity for all shareholders to benefit from the
experience and relationships MegumaGold’s existing management team has fostered
in the region
over the past few years. I am confident that
MegumaGold’s CEO,
Regan Isenor,
who is based in Halifax
and has
both regional and international experience,
is well suited to
lead the company forward
. I wish the Company great success in the years ahead.

Details of the Proposed Transaction

MegumaGold will acquire all of the issued and outstanding shares of Canadian GoldCamps. Each shareholder of Canadian GoldCamps (each, a “GoldCamps Shareholder”) will receive such number of common shares of MegumaGold (the “Meguma Shares”) as is equal to the product of the number of common shares of Canadian GoldCamps (the “GoldCamps Shares”) held by such shareholder at an exchange ratio which equals one and one-tenth (1.1) Meguma Shares per one (1) GoldCamps Share outstanding at the closing of the Transaction.

The definitive agreement will provide that unexercised incentive stock options and share purchase warrants of Canadian GoldCamps will be assumed by MegumaGold and will: (i) remain outstanding for their full term, and (ii) following the closing date of the Transaction, entitle the holder thereof to acquire Meguma Shares in lieu of GoldCamps Shares, in such number and at such exercise price as shall be adjusted based on the exchange ratio inherent in the Transaction, and otherwise on the same terms and conditions as existed prior to the Transaction.

Canadian GoldCamps will have the right to appoint three (3) members to the board of directors of the resulting issuer, with the total number of members of such board of directors to be initially set at four (4). MegumaGold shall contribute management personnel to the resulting issuer.

MegumaGold currently has 136,318,288 outstanding common shares and 34,466,433 shares reserved for issuance under incentive stock options and share purchase warrants. As of today’s date, it is anticipated an aggregate of 82,966,803 Meguma Shares are anticipated to be issued to the GoldCamps Shareholders, along with options and warrants entitling GoldCamps Shareholders to acquire a further 30,903,501 Meguma Shares.

Based on the foregoing and assuming no outstanding options or warrants of Canadian GoldCamps are exercised prior to closing and giving effect to any concurrent financing, the resulting issuer from the Transaction will have 219,285,092 shares issued and outstanding, of which former GoldCamps Shareholders will hold approximately 38% of the issued and outstanding common shares of the resulting issuer (40% of the common shares of the resulting issuer on a fully diluted basis).

The Transaction is subject to a number of conditions, including due diligence by each party, completion of definitive documentation, approval by Boards of Directors of each party, obtaining any necessary shareholder approvals (including any minority approval required by Multilateral Instrument 61-101, if applicable, obtaining all governmental, regulatory, Canadian Securities Exchange (the “CSE”), and other third-party approvals which are necessary in order to allow the parties to complete the Transaction. The precise form of the Transaction will be determined following further advice and consultation with the parties’ respective legal and tax advisors. The Transaction cannot close until all of these conditions are met. There can be no assurance that the Transaction will be completed as proposed, or at all. A finder’s fee may be payable on the transaction.

Qualified Person Statement

This press release has been reviewed and approved by Regan Isenor, Chief Executive Officer of MegumaGold Corp. Bob Komarechka, P.Geo., Director of Canadian GoldCamps Corp and a “Qualified Persons” as defined under NI 43-101, has prepared and approved the scientific and technical information disclosed in this press release.

About MegumaGold Corp.

MegumaGold Corp. (CSE: NSAU, OTC: NSAUF, FWB: 2CM2) is a Canadian junior gold exploration company engaged in the business of acquiring, exploring and developing natural resource properties. MegumaGold has centered its exploration focus on the developing Meguma formation of Nova Scotia. As a result, MegumaGold has assembled a strategically positioned, district-scale tenure position of 110,791 hectares within the Meguma Gold District. For additional information, please visit MegumaGold’s website: http://www.MegumaGold.com.

About Canadian GoldCamps Corp.

Canadian GoldCamps Corp. (CSE: CAMP, OTC: SMATF, FSE: A68) is a Canadian-based gold exploration and development company established to provide investors with exposure to the best opportunities that the next generation of Canadian gold discoveries may present. Canadian GoldCamps is intent on being proximal to large new discoveries with a commanding position in these highly active gold camps, as well taking commanding positions in belts that possess all of the ingredients for the next major Canadian gold discovery. For additional information, please visit Canadian GoldCamp’s website: https://www.goldcamps.ca/.

Upon closing of the Transaction, the resulting issuer is expected to be listed for trading on the CSE.

For more information, please contact:
Mr. Regan Isenor, Chief Executive Officer, MegumaGold Corp.
902-233-4381
[email protected]
www.megumagold.com

Mr. Alex Terentiew, Chief Executive Officer, Canadian GoldCamps Corp.
647-640-241
[email protected]
www.goldcamps.ca

Forward-Looking Statements and Cautionary Language

All statements in this presentation, other than statements of historical fact, are “forward-looking information” with respect to MegumaGold and Canadian
GoldCamps
within the meaning of applicable securities laws including, without limitation economic estimates and any statements related to the proposed transaction, proposed board and management changes and shareholder and exchange approvals. MegumaGold and Canadian
GoldCamps
provide forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to exploration findings, results and recommendations, results of due diligence investigations, ability to raise adequate financing, shareholder and exchange approvals in respect of the transaction and unprecedented market and economic risks associated with current unprecedented market and economic circumstances, as well as those risks and uncertainties identified and reported in
MegumaGold’s
and Canadian
GoldCamps’
 public filings under its respective SEDAR profile at www.sedar.com. Although MegumaGold and Canadian
GoldCamps
have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. MegumaGold and Canadian
GoldCamps
disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

The CSE has not approved or disapproved the contents of this news release or passed upon the merits of any of the transactions described herein, including the Transaction.

Neither the CSE nor its Regulation Services Providers (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Frontdoor Expands On-Demand Home Services to 35 Markets with American Home Shield ProConnect™

Frontdoor Expands On-Demand Home Services to 35 Markets with American Home Shield ProConnect™

Upfront pricing and convenient online scheduling bring next-generation home repair and maintenance solutions to homeowners

MEMPHIS, Tenn.–(BUSINESS WIRE)–Frontdoor(NASDAQ:FTDR), the nation’s leading provider of home service plans, is expanding its on-demand services with the launch of American Home Shield ProConnect, taking another bold step in its journey to transform the $400 billion U.S. home services market. ProConnect is a service that allows consumers to easily schedule a variety of services from highly reviewed local Pros, including repairs and maintenance of appliances, plumbing, electrical, air conditioning and heating systems, and other home maintenance services.

“The American Home Shield brand has provided professional repairs to millions of homeowners through its home service plans for nearly 50 years. With ProConnect, we are leveraging our scale and expertise in new ways, providing consumers with quality on-demand home repair and maintenance services from vetted Pros – at a time when these services are more important than ever,” said Rex Tibbens, Chief Executive Officer of Frontdoor. “We have all experienced significant changes to our lives in recent months, including in our homes. The roof over our heads also acts as an office space for much of the U.S. workforce today, and a school facility for students who are learning remotely. Consumers need convenient services and confidence in who they bring into their homes. With ProConnect, we deliver this.”

ProConnect is available in 35 major metropolitan areas across the country, enabling homeowners to get the help they need from qualified Pros from the palm of their hands. Customers simply go online and select the service they need, then choose a two-hour window for the work to be done. Same-day and next-day appointments are available, and customers can track the Pro in real-time as they travel to their home. The number and type of services offered varies by market.

Many traditional on-demand home services act as lead-generation platforms that sell customers’ personal information to multiple service providers and leave homeowners to do the frustrating work of sifting through a range of marketing messages and price points, as well as managing multiple calls and schedules. ProConnect brings simplicity, transparency and peace of mind to consumers with its upfront pricing, online scheduling, ongoing support, trusted Pros and 30-day guarantee.

These features address concerns expressed by homeowners in research conducted by Frontdoor last year, in which respondents revealed that the most frustrating part of a home repair is the unexpected cost, followed by finding a qualified repair person they trust. When breakdowns happen, 63% of respondents said it can take up to half a day for them to research, interview and select a contractor, and less than 3-in-10 (27%) said they were confident in their ability to take on a DIY home repair or maintenance project.

“Our mission at Frontdoor is to take the hassle out of owning a home, and we’re doing this through our people, our services and innovative technology solutions,” said Tibbens. “ProConnect on-demand services are an important way we’re working to reach even more consumers with essential home repair and maintenance services and simplify the ownership experience.”

For more information on ProConnect on-demand services, go to ahs.com/proconnect.

About Frontdoor

Frontdoor is a company that’s obsessed with taking the hassle out of owning a home. With services powered by people and enabled by technology, it is the parent company of four home service plan brands: American Home Shield, HSA, Landmark and OneGuard, as well as ProConnect, an on-demand membership service for home repairs and maintenance, and Streem, a technology company that enables businesses to serve customers through an enhanced augmented reality, computer vision and machine learning platform. Frontdoor serves 2.2 million customers across the U.S. through a network of approximately 17,000 pre-qualified contractor firms that employ approximately 60,000 technicians. The company’s customizable home service plans help customers protect and maintain their homes from costly and unexpected breakdowns of essential home systems and appliances. With nearly 50 years of experience, the company responds to over four million service requests annually. For details, visit frontdoorhome.com.

Research Citation

2019 Frontdoor/MARC Homeowners Generational Study. Online survey of 2,010 U.S. homeowners, +/- 2.2% at 95% confidence level.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The reports filed by Frontdoor pursuant to United States securities laws contain discussions of these risks and uncertainties. Frontdoor assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are advised to review Frontdoor’s filings with the United States Securities and Exchange Commission (which are available on the SEC’s EDGAR database atwww.sec.govand via Frontdoor’s website atinvestors.frontdoorhome.com).

FTDR-Company

Investor Relations: Matt Davis | 901-701-5199 | [email protected]

Media: Nicole Ritchie | 901-701-5198 | [email protected]

KEYWORDS: Tennessee United States North America

INDUSTRY KEYWORDS: Professional Services Other Professional Services Other Construction & Property Residential Building & Real Estate Commercial Building & Real Estate Construction & Property

MEDIA:

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CF Finance Acquisition Corp. III Announces Pricing of $200 Million Initial Public Offering

New York, New York, Nov. 12, 2020 (GLOBE NEWSWIRE) — CF Finance Acquisition Corp. III (Nasdaq: CFACU, the “Company”) announced today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market (“Nasdaq”) and trade under the symbol “CFACU” beginning Friday, November 13, 2020. Each unit consists of one share of Class A common stock and one-third of one warrant. Each whole warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. Only whole warrants are exercisable. Once the securities comprising the units begin separate trading, the Class A common stock and warrants are expected to be listed on the NASDAQ under the symbols “CFAC” and “CFACW,” respectively.

The underwriters have been granted a 45-day option to purchase up to an additional 3,000,000 units offered by the Company to cover over-allotments, if any.

The offering is expected to close on November 17, 2020, subject to customary closing conditions.

Cantor Fitzgerald & Co. is acting as the sole book running manager for the offering.

About CF Finance Acquisition Corp. III

                                

CF Finance Acquisition Corp. III is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, but the Company intends to focus on industries where its management team and founders have experience, including the financial services, healthcare, real estate services, technology and software industries. CF Finance Acquisition Corp. III is led by Chairman and Chief Executive Officer Howard W. Lutnick.
                                                                        
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on November 12, 2020. The offering is being made only by means of a prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, 5th Floor New York, New York 10022; Email: [email protected]. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

EastGroup Properties Announces Presentation at the Nareit REITworld: 2020 Annual Conference

PR Newswire

JACKSON, Miss., Nov. 12, 2020 /PRNewswire/ — EastGroup Properties, Inc. (NYSE:EGP) announced today that it is scheduled to present at the Nareit REITworld: 2020 Annual Conference. EastGroup’s presentation is scheduled for Wednesday, November 18, 2020 at 3:45 p.m., Eastern Time. The Company’s presentation can be accessed by dialing 1-833-351-0008, Conference ID: 4684804, or via webcast for conference attendees. Information regarding attending the virtual REITworld conference may be accessed on the Events page at www.reit.com.     

EastGroup Properties, Inc., an S&P MidCap 400 Company, is a self-administered equity real estate investment trust focused on the development, acquisition and operation of industrial properties in major Sunbelt markets throughout the United States with an emphasis in the states of Florida, Texas, Arizona, California and North Carolina. The Company’s goal is to maximize shareholder value by being a leading provider in its markets of functional, flexible and quality business distribution space for location sensitive customers (primarily in the 15,000 to 70,000 square foot range). The Company’s strategy for growth is based on ownership of premier distribution facilities generally clustered near major transportation features in supply-constrained submarkets. EastGroup’s portfolio, including development projects and value-add acquisitions in lease-up and under construction, currently includes approximately 46 million square feet.

EastGroup Properties, Inc. press releases are available at www.eastgroup.net.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/eastgroup-properties-announces-presentation-at-the-nareit-reitworld-2020-annual-conference-301172442.html

SOURCE EastGroup Properties

Intellitronix Acquires Universal Instruments Automated Conveyor System to Improve Product Output

EUCLID, Ohio, Nov. 12, 2020 (GLOBE NEWSWIRE) — Intellitronix Corporation, a wholly-owned subsidiary of the US Lighting Group, Inc. (OTC:USLG) and a leading manufacturer of automotive electronics, announced it has purchased a high-tech automated conveyor system that seamlessly integrates with the company’s newly acquired Speed Print Technology 700 Series screen printer and Europlacer iineo+ Pick & Place system. Universal Instrument’s model 5362i conveyors are “state-of-the-art” circuit board handling modules designed to operate in a variety of printed circuit board (PCB) assembly environments.

“Acquiring the Universal Instruments surface mount system that seamlessly joins our new screen printing and pick-n-place equipment purchases completes the first section of our new PCB assembly line. The surface mount modules are engineered for smooth material transfer to meet the stringent requirements of our electronic assembly process,” said Paul Spivak, CEO of the US Lighting Group. “The company’s strategic plan with its aggressive growth objectives plus the increased demand for Intellitronix automotive electronics products compelled us to add an additional high-tech line to our production process. We are excited with the advanced technology platform these equipment acquisitions provide us particularly the ability to process 30,000 electronics components per hour, variability of circuit board sizes, tighter quality control, and precision processing.”

Mr. Spivak continued, “Our ability to purchase the new equipment would not be possible without the help and support of our shareholders, whom we are grateful to for their continued support.”

The company is designing and engineering new products for the automotive and RV industry and continues its research and development in the field of robotics utilizing artificial intelligence. intellitronix.com

About U.S. Lighting Group, Inc. and Intellitronix Corp

US Lighting Group (OTC:USLG) and its wholly owned subsidiary, Intellitronix Corporation, are leading manufacturers of electronics, supplying growth sectors such as high-tech robotics utilizing our own in-house proprietary artificial intelligence, LED lighting, custom designed LED products, microprocessor-controlled LED instrumentation, custom private labeled electronics, automotive, RV, and marine electronics. The company has manufacturing and R&D facilities in Cleveland, Ohio with an international sales distribution network. uslightinggroup.com

Forward-Looking Statements

Statements included in this press release, other than statements of historical fact, are forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are typically, but not always, identified by the words: believe, expect, anticipate, intend, estimate, and similar expressions or which by their nature refer to future events. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Actual results may differ materially from those indicated by these statements.

Contact
US Lighting Group
1148 East 222nd Street
Euclid, OH 44117 USA
T: +1 216.896.7000 ext. 207
[email protected]