|By Marketwired .||
|June 16, 2014 08:00 AM EDT|
GREEN COVE SPRINGS, FLORIDA -- (Marketwired) -- 06/16/14 -- Wavon John Soileau Revocable Trust (the "Trust") and one of its trustees, W. John Soileau ("Soileau"), announces today that they have voted all the 15,993,277 common shares in the capital of Ranaz Corporation ("Ranaz") (representing approximately 26.56% of the issued and outstanding common shares ("Common Shares")) they hold against the special resolution set forth in the management information circular of Ranaz dated May 15, 2014 prepared in connection with the annual general and special shareholders' meeting of Ranaz to be held on June 17, 2014, which special resolution seeks to effect a consolidation of the Common Shares (the "Consolidation"). The Consolidation would result in the sole remaining securityholder of Ranaz being Fiducie Vanquish ("Vanquish"). Vanquish is reported to be the largest shareholder of Ranaz (holding approximately 34.75% of the outstanding Common Shares), and Mr. Jean Bourassa-Marineau (the "President"), the president and a director of Ranaz, is the sole beneficiary thereof. As a result of the vote of the Trust against the Consolidation, it is expected that the Consolidation will not obtain the required shareholder approvals and will therefore not proceed.
The Trust and Soileau believe that the Consolidation is not in the best interest of Ranaz and serves to benefit only the President.
The Trust understands that Vanquish and the President may be seeking an injunction to invalidate the vote registered by the Trust against the Consolidation. Vanquish and the President are alleging, among other things, that the Trust's vote against the Consolidation is in breach of the voting trust agreement made as of May 21, 2009 between Vanquish, the President, the Trust and Soileau (the "Voting Trust Agreement"). The Trust and Soileau intend to vigorously oppose any such injunction and are contemplating initiating legal action against the President, Vanquish and the directors of Ranaz, as well as seeking the assistance of the appropriate regulators. The Trust also asserts that, in fact, Vanquish and the President have breached the Voting Trust Agreement.
In addition to the Common Shares noted above, the Trust also owns 4,673,076 share purchase warrants, each entitling the holder to subscribe for one Common Share at a price of CDN$0.10 until August 28, 2014.
The Trust and Soileau hold the securities of Ranaz for investment purposes only. Depending on market conditions and other factors, the Trust or Soileau may from time to time acquire additional securities of Ranaz, continue to hold securities of Ranaz or dispose, in accordance with the terms of the Voting Trust Agreement, of some or all of the securities of Ranaz in the open market, by private agreement or otherwise.
This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the applicable jurisdictions containing additional information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with Ranaz's documents on the SEDAR website at www.sedar.com. A copy of the Early Warning Report may also be obtained by contacting W. John Soileau at [email protected].
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
W. John Soileau