GetSwift Technologies Limited ("GetSwift" or the "Corporation"; NEO: "GSW"), announces that Carl Mogridge, one of the independent directors of the Corporation, has resigned effective April 18, 2022.
As a result of the vacancy created by the resignation of Mr. Mogridge, the Board of Directors of the Corporation has appointed Mr. Joel Macdonald as a member of the Audit Committee on an interim basis to serve until the later of the Corporation's next annual meeting of shareholders or October 18, 2022, unless earlier replaced by a successor (the "Interim Period"). Mr. Macdonald is the Interim Chief Executive Officer, President, a director and a co-founder of the Corporation and GetSwift is relying on the exemption provided by Section 3.5 of National Instrument 52-110 (the "Instrument") during the Interim Period as Mr. Macdonald does not satisfy the requirement of being "independent" within the meaning of the Instrument. The Board of Directors of the Corporation has determined that reliance on the exemption provided by Section 3.5 of the Instrument will not materially adversely affect the ability of the Corporation's Audit Committee to act independently and to satisfy its other requirements under the Instrument.
In addition to his appointment to the Corporation's Audit Committee, Mr. Macdonald will replace Mr. Mogridge as a member of the Corporation's Nomination and Corporate Governance Committee and Compensation Committee. Following the appointments of Mr. Macdonald described herein, the Corporation's Audit Committee, Corporation's Nomination and Corporate Governance Committee and Compensation Committee remain composed of three directors, a majority of whom are independent within the meaning of the Instrument.
The Corporation's Nomination and Corporate Governance Committee will be conducting a search to find suitably qualified nominees to be considered for appointment as a replacement director and to fill the vacancy created by the resignation of Mr. Mogridge and/or stand for election as a director at GetSwift's next annual meeting of shareholders.
About GetSwift Technologies Limited
Technology to Optimise Global Delivery Logistics
GetSwift is a techology and services company that offers a suite of software products and services focused on business and logistics automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset tracking, real-time alerts, cloud communications, and communications infrastructure (collectively, the "GetSwift Offering"). The GetSwift Offering is used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.
GetSwift is headquartered in New York and its common shares are listed for trading on the NEO Exchange under the symbol "GSW". For further background, please visit the Corporation's profile on SEDAR at www.sedar.com and the Corporation's website at www.getswift.co.
Forward Looking Information
Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws ("Forward-looking Information"). Forward-looking Information may relate to matters disclosed in this news release and to other matters identified in public filings relating to the Corporation, to the future outlook of the Corporation and anticipated events or results and may include statements regarding the future financial performance of the Corporation. In some cases, Forward-looking Information can be identified by terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward-looking Information in this news release include statements related to the duration of Mr. Macdonald's tenure as a member of the Audit Committee and the ongoing search for a replacement director by the Corporation's Nomination and Corporate Governance Committee.
Forward-looking Information involves various risks and uncertainties and is based on certain factors and assumptions. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. Important factors that could cause actual results to differ materially from the Corporation's expectations include, without limitation, the availability of qualified candidates to serve on the Corporation's Board of Directors, the Corporation's ability to attract and retain qualified director candidates, the timing of the Corporation's next annual meeting of shareholders, and the outcome of director elections at the next annual meeting of shareholders.
The Corporation undertakes no obligation to update or revise any Forward-looking Information, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Corporation to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Information. Any Forward-looking Information contained in this news release is expressly qualified in its entirety by this cautionary statement.
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