TORONTO, ONTARIO–(Marketwired – May 18, 2016) – Enssolutions Group Inc. (TSX VENTURE:ENV.H) (OTC PINK:NSLSF) (“Enssolutions” or the “Company”), a manufacturer and distributor of environmentally responsible emulsion products for a wide variety of industrial and commercial market demands, provides the following updates to the information contained in its information circular dated April 22, 2016 (the “Circular”) with respect to its annual and special meeting of shareholders to be held at 10:00 a.m. (Toronto time) on May 26, 2016.
The updates are intended to provide further particulars and clarifications with respect to certain matters contained in the Circular.
Executive Officer Compensation
On page 8 of the Circular, the Company stated that James C. Griffiths elected to serve as Interim President and Chief Executive Officer in 2015 without compensation. Mr. Griffiths has had a long-standing relationship with the Company serving as both an officer and director. As a result of the financial pressures which have been facing the Company, Mr. Griffiths opted to serve without compensation as a financial accommodation to the Company.
James D. Staudohar, the Company’s current Interim President and Chief Executive Officer, and Debra L. Zarbock, the Company’s Chief Financial Officer, are currently receiving the following compensation:
Mr. Staudohar agreed to receive an annual salary in the amount of USD$144,000 upon his appointment as Interim President and Chief Executive Officer on January 20, 2016. From June 2015 to December 31, 2015, Mr. Staudohar was paid consulting fees in the aggregate amount of USD$72,000.
Ms. Zarbock is currently compensated as an employee of the Company at the rate of USD$100 per hour and, as of April 30, 2016, has been paid USD$32,150. Prior to receiving her current employment compensation, Ms. Zarbock was paid consulting fees in the aggregate amount of USD$53,026 in 2015 and USD$16,046 in 2016.
The current compensation payable to the Interim President and Chief Executive Officer and the Chief Financial Officer were negotiated and were not based on a comparison with any particular benchmark group of companies. The Company will consider using benchmark comparators in the determination of base salaries and incentive compensation of executive officers in the future.
Corporate Governance Disclosure
The board of directors of the Company has recently consisted of four directors. On March 17, 2016 the board appointed Cornelia H. V. Molson as a fifth director. The board believes that five directors is a sufficient number to ensure the board will be able to function effectively.
Ms. Molson received a B.A. and an MBA at Concordia University in Montreal, and has been a venture capitalist since 1973. In 1980 she founded Covan Corporate Consultants, providing planning and financial services to small-to-medium sized businesses. In 1989, she formed Covan Corporate Capital Inc. to manage a limited partnership formed to provide various forms of capital to emerging businesses. Ms. Molson has participated in a number of startup and early stage financial and technological companies in North America and Europe. She also serves on the board of directors of and acts as an advisor to numerous emerging companies and is a founder and director of a number of non-profit organizations.
At this time, while the Company has no formal procedures in place for identifying possible director and executive officer position, such matters, as well as matters as to continuing education for directors and the fostering of ethical business conduct are given due consideration at all times. As financial and personnel resources permit, the Company expects to be able to adopt more formal policies and procedures relating to the identification of possible directors and executive officers, continuing education for directors and the fostering of ethical business conduct.
In addition, the board has determined that board member Mark A. Young is not independent as the Company is paying fees to Mr. Young for certain financial advisory consulting services that he provides. Mr. Young is listed as an independent director on page 4 of the Circular in error.
A copy of the Circular is available under the Company’s profile at www.sedar.com.
About Enssolutions
Enssolutions manufactures, distributes and applies environmentally responsible products to meet a wide variety of industrial and commercial market demands. Enssolutions provides engineered environmental solutions for mine tailings control, process dust and erosion control, granular stabilization, road construction/maintenance and stockpile sealing. It has production facilities in Beamsville, Ontario and Glendale, Arizona that service some of North America’s largest mining, steel, cement, and road construction/maintenance companies as well as numerous public road authorities.
For more information on Enssolutions, please visit www.enssolutions.com.
Certain information in this news release constitutes forward-looking statements. When used in this news release, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “seek”, “propose”, “estimate”, “expect”, and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect the Company’s current views with respect to future events based on certain material factors and assumptions and are subject to certain risks and uncertainties, including without limitation, changes in market, competition, governmental or regulatory developments, general economic conditions and other factors set out in the Company’s public disclosure documents. Many factors could cause the Company’s actual results, performance or achievements to vary from those described in this news release, including without limitation those listed above. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this news release and such forward-looking statements included in, or incorporated by reference in this news release, should not be unduly relied upon. Such statements speak only as of the date of this news release. The Company does not intend, and does not assume any obligation, to update these forward-looking statements. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Neither the 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.
James D. Staudohar
Interim President and Chief Executive Officer
(877) 520-6767
[email protected]
www.enssolutions.com
