Coenda Clarifies Inaccuracies in Recent INEO Tech Corp. Disclosure
Surrey, British Columbia - Newsfile Corp. - 6 May 2025 - Coenda Investments Holding Corp. ("Coenda"), a significant shareholder of INEO Tech Corp. (TSXV: INEO) (OTCQB: INEOF) ("INEO"), issues this press release to correct several inaccuracies contained in the recent disclosure by INEO dated April 28, 2025.
Coenda firmly believes that rigorous corporate governance and regulatory compliance are foundational to long-term shareholder value creation.
During preliminary discussions about Coenda's strategic investment in INEO, Coenda highlighted concerns to INEO's management about its growth strategy, but after nearly a year of discussions, Coenda was convinced of the merits of INEO's product and service offering. Coenda chose to make a significant investment in INEO based on the strength of INEO's product and service offering, and with the mutual understanding that:
- There was a need to strengthen INEO's board by bringing on new members who could play a proactive role in INEO's global growth, oversight of management, and adherence to good governance practices;
- INEO's management team would need to be strengthened by adding additional depth to grow in global markets; and,
- INEO would be fully transparent in the use of the proceeds of Coenda's investment.
Despite Coenda's patient efforts to implement the changes that were contemplated as part of Coenda's strategic investment, Coenda has been met with resistance from INEO's management team.
Following the appointment of Coenda's nominee (Mr. Kerem Akbas) to the board of INEO, it became apparent that important corporate formalities, such as board approval of financial statements and timely filing of continuous disclosure, were not being followed. Consequently, Coenda delivered a requisition for a shareholder meeting, to be held on an urgent basis, to ascertain the root cause for INEO's corporate and regulatory non-compliances. Coenda also gave notice of its desire to change the then-current board members except for Mr. Akbas (i.e. Greg Watkins, Kyle Hall, and Steve Matyas).
On the date that Coenda's requisition was delivered, it had not, and as of the date of this press release, Coenda has not identified or proposed a slate of directors to replace Mssrs. Watkins, Hall, and Matyas. Coenda has not, and does not presently intend before the shareholder meeting scheduled for August 8, 2025, to acquire any additional securities in INEO. Similarly, Coenda has not, and does not presently intend to publicly solicit proxies with respect to the proposals it has advanced for the upcoming shareholder meeting.
Coenda reaffirms its position that the proposed board changes are solely intended to address governance and compliance issues and are not part of any broader strategy or intention to acquire further shares or influence corporate control.
Coenda notes the following corrections to INEO's press release dated April 28, 2025:
- Assurances Regarding Board Changes: Coenda never provided assurances that it would not seek changes to the board. On the contrary, pursuant to an investor's rights agreement approved by the shareholders of INEO, one condition of Coenda's investment was altering INEO's board composition to permit the appointment of Coenda's nominee, Mr. Kerem Akbas. Any representations made to the TSX by INEO were made without Coenda's consent.
- Strategic Investment: Coenda's investment in INEO was intended to bolster INEO's finances and to strategically strengthen its competitiveness. At all times, Coenda has been actively involved in the governance and affairs of INEO, and it was a condition of Coenda's investment that it would be entitled to at least one board seat. Mr. Akbas, the primary shareholder of Coenda, has extensive global experience in INEO's industry. Mr. Akbas has offered his wealth of knowledge to INEO to maximize long-term shareholder value, including by bringing a significant contract, making introductions to a credible producer, and facilitating a world-class sales channel partnership. Regrettably, Mr. Akbas' queries, suggestions, and proposals have, to date, been met with significant resistance from INEO.
- Incomplete Disclosure of Coenda's Requisition: The full text of Coenda's requisition, which provides context and the basis for the resolutions proposed by Coenda, has not been disclosed to shareholders by INEO. Coenda expects that the full text of its requisition will be provided to all shareholders in the company's information circular as required by Sections 167(5)(b) and 167(6)(b) of the British Columbia Business Corporations Act.
- Coenda's Incorporation and History: Coenda was incorporated on January 11, 2022. Contrary to INEO's characterization, Coenda is not a recently formed investment company.
- Disclosure Obligations on Director Resignation: INEO incorrectly characterized the resignation of Eugene Syho, a director and Chair of the Audit Committee, as non-material. Under TSX Venture Exchange policies 3.1 and 3.3, issuers must immediately disclose changes in directors. INEO first disclosed Mr. Syho's resignation in an unrelated press release on February 11, 2025, "INEO Announces Deployment of Retail Media Technology with Leading Turkish Retailer Bambi, via Partner Bon Intelligence." To date, no material change report regarding Mr. Syho's resignation has been filed, despite Coenda's repeated requests.
- Unanimous Consent Required Under BC Business Corporations Act and INEO's Articles: Coenda clarifies that under the British Columbia Business Corporations Act and INEO's articles, for a written resolution to be effective in lieu of a meeting, directors must unanimously consent. The resolution approving INEO's interim financial reports and the related management discussion and analysis for the period ending December 31, 2024, and authorizing filing thereof, were not approved unanimously as required. Mr. Akbas, in his capacity as director of INEO, did not sign or assent to the proposed consent resolution because he was not provided with a copy of the audit committee's resolution recommending approval referred to in the proposed director resolution until April 21, 2025. The filing of INEO's interim financial statements and management discussion and analysis for the period ending December 31, 2024 were not properly authorized under INEO's articles or applicable law.
- Correction of Ownership Percentage: INEO inaccurately reported Coenda's shareholding at the time Coenda's investment was completed as 49%. As of January 22, 2025, when the transaction closed, Coenda held 50.78% of the issued and outstanding shares of INEO. As required by applicable regulation, Coenda disclosed its acquisition of a controlling interest in INEO in the early warning report prepared and filed by McMillan LLP, the solicitors for INEO. Following the conversion of a debenture on February 21, 2025, Coenda's shareholdings were diluted to 48.85% of INEO's outstanding shares.
The issuer is solely responsible for the content of this announcement.
About Coenda Investments Holding Corp.
Coenda Investments Holding Corp. is a private British Columbia company committed to enhancing shareholder value through strategic investments and by fostering governance transparency and accountability.
For more information, please contact:
Dawn Wattie, SVP Legal
778-846-5749
"Dawn Wattie"
COENDA INVESTMENT
HOLDINGS CORP.
