ALMONTE, Ontario, April 22, 2020 (GLOBE NEWSWIRE) — 3 Sixty Risk Solutions Ltd. (“3 Sixty” or the “Company”) (CSE: SAFE) (OTCQB: SAYFF) (FSE: 62P2) announced today that two new Members have been appointed to the Company’s Board of Directors.
Effective April 21, 2020, the following individuals have been appointed to the Company’s Board of Directors: Mr. David Beck, Mr. Ariel Mashiyev.David Beck possesses over 30 years’ experience with national financial institutions in various capacities as a financial analyst, institutional and proprietary trader and in investment banking. Mr. Beck holds an MBA from the Ivey Business School, University of Western Ontario and a B.Sc. (Engineering Physics) from Queens University. Mr. Beck has also been a board member of various public and private companies.In addition, Gaetan Lussier stepped down as Chair of the Board due to personal reasons. “I am honored to have been in a position to support the Company, and proud of what it has accomplished over the last two years,” said Mr. Lussier. “I feel incredibly fortunate to have had Gaetan’s level of experience and dedication to the Company over the last two years. I wish Gaetan the very best in health and to enjoy his next chapter,” said Mr. Gerstenecker.The Company will undertake a thoughtful approach to the selection of a new Chair. Until then, and in addition to his current role as Chief Executive Officer, Thomas Gerstenecker has been appointed by the Board as Interim Chair.In line with the recommendations of the Company’s independent compensation consultant, the Company also announced the issuance of an aggregate of 4,770,000 common shares in the capital of the Company (“Common Shares”) at a deemed price per share of $0.05 to the Company’s independent directors in consideration of the fees payable to the independent directors for 2019.As the settlement of director fees in securities of the Company was a transaction with the Company’s independent directors, such transaction is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such transaction was approved by 3 Sixty’s Board of Directors with the independent directors having declared a conflict and abstaining from voting thereon. Such transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(1)(a)) as the fair market value of such related party transaction is not more than 25% of the market capitalization of 3 Sixty. After giving effect to the share issuance, neither of the independent directors will beneficially own or control or direct the voting rights in respect of more than 2.0% of the issued and outstanding Common Shares. Forward-Looking InformationThis news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the business and operations of 3 Sixty. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, 3 Sixty assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
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