Coquitlam, British Columbia–(Newsfile Corp. – September 30, 2021) – Captiva Verde Wellness Corp. (CSE: PWR) (OTC Pink: CPIVF) (“Captiva”, “We”) announces that although there is no official record of service, Solargram Farms has filed in New Brunswick, Canada, a highly malicious and wrongful lawsuit against Captiva affecting all of the Captiva shareholders.
Solargram is wrongly and maliciously asking the New Brunswick Court to transfer against the will of Captiva Verde, all of the farming lands (200 acres) and all of the buildings and processing facilities (36,000 square feet) (“the Captiva Assets”) that Captiva owns for its Captiva shareholders free and clear and without any debt. Captiva Verde and its shareholders have funded through its public shareholders, all of these assets without any debt, in the amount of well over $7.36 Million+ cash (not including unpaid lease fees due from Solargram) plus administrative fees, legal, and accounting costs.
Although we are uncertain of all of the motivations behind this malicious attack on our Captiva assets, Solargram also wants enforcement of a certain share exchange agreement between Solargram and Captiva.
In that agreement Solargram has not met certain conditions. In addition, Captiva management has received numerous concerning emails from Solargram’s field staff that indicates behavior in the Solargram operation, such of a nature that Captiva is unable to become associated with the operation for reasons of professionalism, reputation and compliance.
With incredulous audacity, Solargram is further telling the court that the assets never belonged to Captiva in the first place but rather belong to Solargram, and that Captiva was only a “bare trustee”, even though no bare trustee agreement ever existed either inferred or implied. Solargram’s malicious lawsuit goes on to mysteriously create a new conceptual class of Captiva shareholder, called the “Solargram Stakeholders”, whereby all of the Captiva shareholders rights to assets are divided into two groups, one group being all of the shareholders of Captiva and the other group is a purported unnamed select group of New Brunswick Captiva shareholders who they claim to have bought about $4 million of Captiva stock, but since they are associated intimately with the Solargram shareholders, they are now afforded a special right as “Solargram Stakeholders” and they ask to have all of the Captiva Assets confiscated from Captiva and transferred to Solargram for their benefit, without full payment of Captiva’s $7.362 million+ cash investment, costs, fees, lease fees, plus an equitable rate of return.
Captiva shareholders went well beyond the call of duty and funded Solargram, beyond our contractual requirements which was to fund only until a Health Canada License was obtained. Captiva Management and Board had no say on how the Solargram owners continued using our facilities. They refused to listen and ran on their own. Solargram spent the Captiva money, took fees for themselves when funds were tight, incurred debts without Captiva permission, entered into contracts without Captiva permission, failed to sell the 2020 crop in November of 2020 when asked to do so by Captiva, forfeiting the immediate cash proceeds from 3,800 Kg of dried and bagged product that Captiva shareholders funded, and then further went into the 2021 grow season without the 2020 season product even sold. Captiva protested these actions loudly to Solargram to no avail. Now Solargram is trying to unlawfully and maliciously take from Captiva its rightfully owned 200-acre farm, buildings and assets. Although Solargram quotes the agreement, its counsel fails to note that the Province of British Columbia is where their case must be adjudicated to adhere fully to British Columbia law and any applicable securities laws and regulations where Captiva is governed, including California. Once Captiva is officially served with the lawsuit, we will respond in force and protect the interest of all of our shareholders regardless of where they live, who they are and their special relationships to any party. We will also seek special damages from all responsible parties, including special costs and further seek legal advice on creating a “Captiva shareholder’s class action” lawsuit against Solargram and its officers, for launching this malicious attempt to unlawfully take assets from Captiva and further deprive Captiva shareholders of its own economic rights into other current projects. Captiva is highly suspicious of the overt downward selling pressure of Captiva stock that occurred up to two months prior to Solargram filing this surprise lawsuit, given its President said in written correspondence no action would be taken. Stunningly the one that has taken, is suing the one that has given. Captiva and its shareholders worked damned hard to fund this project and now Solargram and the new “Solargram Stakeholders” are seeking a court order to take away all of the Captiva assets in New Brunswick with no other purpose but to cause injury and harm to Captiva shareholders.
On Behalf of the Board of Directors
Chief Executive Officer and Director
Cell: (949) 903-5906
E-mail: [email protected]
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