Clear Cannabis INC

Investor Relations Page

Shareholders Vote

If you are unable to attend the meeting in person, please review the documents enclosed and vote by proxy here on the voting items.

1. Election of the Directors

2. Proposal to ratify BF Borgers, LLC as the Independent Registered Public Accounting Firm for the fiscal years 2019, 2020.

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Clear Cannabis Inc., a Delaware corporation (the “Company”), will be held on May 25, 2021, at 6:00 p.m., local time, at the offices of the Company located at 7979 E. Tufts Ave., Suite 1100, Denver, Colorado 80237 and online at clearcannabisinc.com/ionvestors for the following purposes:

  1. To elect the five nominees described in the Director Nominee Biographies accompanying this Notice as members of the Company’s board of directors, each for a term of one year;
  2. To ratify the appointment of BF Borgers, LLC as the Company’s independent registered public accounting firm for the fiscal years ending 2019, 2020;
  3. To discuss the Company’s present and future endeavors; and
  4. To transact any other business that properly comes before the Annual Meeting or any adjournment thereof.

The board of directors has fixed the close of business on May 5, 2021 as the record date for determination of the stockholders entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

Your vote is important. In accordance with the Company’s bylaws (the “Bylaws”), you can vote by proxy. Whether or not you expect to attend the Annual Meeting, please vote by proxy by returning the enclosed voting card to us by May 22, 2021, so that your shares can be represented at the Annual Meeting.

If you hold your shares through a broker, bank or other record holder, please complete and return the voting instruction form that you receive from them by May 22, 2021. 

Given the ongoing COVID-19 crisis, the Company reserves the right to postpone the annual meeting, or to hold a remote annual meeting pursuant to Article I, Section 11 of the Bylaws.

This notice, director nominee biography sheet, and form of voting card are being distributed and made available on or about May 11, 2021.

By Order of the Board of Directors,

 

 

Richard M. Batenburg, Jr.

Secretary

May 5, 2021

CLEAR CANNABIS INC. DIRECTOR NOMINEE BIOGRAPHIES

Richard M. Batenburg, Jr.

Richard Batenburg, Jr. is Chairman of the Board, President and Secretary of the Company. In addition to his role as President, Richard holds managing positions in the following companies: Batmann Consulting, Inc., an operational and strategic consulting company to cannabis-related and non-cannabis-related businesses, where he has served as both CEO and President since its founding in March 1997; BATMANN Capital, LLC. Redwood Investment Partners LLC d/b/a Bonsai Cultivation, a cannabis cultivation company, where he has served as the chairman since the company’s formation in January 2017. BB Talent, LLC, a talent management and production company, where he has been the managing member since its founding in February 2015

Mr. Batenburg has held executive level positions at Comedy Works/First Entertainment as a publicly listed CEO. Mr. Batenburg has founded, owned and operated businesses in diverse industries such as VideOne Marketing where he not only produced infomercials but developed and distributed products direct to consumer via television. 

Mr. Batenburg worked as an executive throughout his career at AT&T Broadband, Comcast, Sun Microsystems before forming a consultancy that worked with fortune 500 companies on process improvement and strategic change.

April 2015; Cliintel Capital Management Group was formed, and Mr. Batenburg serves as the Fund manager of a fund directed at cannabis investments. Mr. Batenburg made his first investment in the cannabis space in 2015 as a lender and advisor to a vertically-integrated cannabis firm that operated three indoor cannabis cultivation facilities and a medical & recreational dispensary. Mr. Batenburg managed an investment fund to invest in two large indoor cultivation and dispensary projects in Colorado, successfully exiting one cultivation and dispensary after one year, while the other indoor cultivation remains in the fund’s portfolio and is operational. He also raised $4.5 million in a third fund that owns a large stake in Clear Cannabis Inc.

Mr. Batenburg’s operational, management and investment expertise gained through years of experience both within and outside the cannabis industry qualifies him to serve as the Company’s Chairman and President. Richard is an operations-oriented executive with experience managing all aspects of a business from strategic to tactical planning and execution and has run different capital market group firms for over 20 years. He specializes in the acquisition, optimization and management of businesses, with deep experience in consolidating and standardizing technology infrastructure, business processes and practices, and establishing strategies to maximize profitability while reducing overall costs.

Mr. Batenburg is the author of “Change is Great: BE FIRST,” published by Advantage Media Group in 2016. He received his bachelor’s degree from Colorado State University.

Richard M. Batenburg, III

Rick Batenburg is the Company’s secretary and is responsible for investor relations. Rick is a Founding Partner and the Chief Investment Officer of CCMG, where since November 2015, he has been responsible for raising capital, structuring deals and managing deal flow, investor relations, and combining resources and capital to make meaningful investments.

Since August 2014, Rick founded and operated the Breckenridge Vipers, a semi-professional hockey team competing in the Mountain West Hockey League. Rick manages both the players and the business aspects of the team. The semi pro team competes across the West Coast of the United States and is entering its 6th season in Breckenridge in Winter of 2020.

Rick also serves on the Board of Directors of the non-profit Global Orphan Prevention which seeks to prevent human trafficking across the world.

Prior to joining CCMG, Rick spent three years at Merrill Lynch as an advisor specializing in private equity and alternative investments. He received his bachelor’s degree from Nichols College.

 David Cole

 Dave Cole is the founder and president and the current CEO of EMX Royalties (NYSE: EMX) (TSX.V: EMX.V), which has been operating successfully across the world for the past 17 years. EMX has assets in over 20 countries actively and has conducted business internationally with accolades such as being the first mineral investor in Serbia after the Yugoslav Wars.

Mr. Cole has diverse public company experience in multiple international markets both in the United States and Canada.

Mr. Cole holds a degree from Colorado State University.

Mr. Cole has experience managing investors on a global scale and offers a unique diversity of skills and background.  Clear Cannabis is honored to have him as an independent director and chair of the compensation committee.

 

Ezra Gardner

Ezra Gardner brings over 20 years of professional experience in global financial markets, including investing in public and private companies, financing mergers and acquisitions, and advising on corporate strategy. Mr. Gardner is a Partner and co-founder of Varana Capital, LLC, which is a private investment partnership, and an active board member of Galileo Wheel, an agriculture equipment manufacturer based in Israel.

Mr. Gardner also has held multiple board positions tasked with finance, fundraising and corporate strategy. His experience includes investment banking roles at JP Morgan and a senior leadership position at UBS serving on the U.S. Trading Committee (the operating board of managers for UBS equities business in the U.S.).

Mr. Gardner earned a Bachelor of Arts in Economics with Honors and a Bachelor of Arts in International Relations from Brown University in 1999. Clear Cannabis is honored to have him as an independent director and chair of the governance committee.

 

Jason Wagner

Jason Wagner is a Tax Partner at Richey May and has been involved in public accounting since 1994, serving both private and publicly-held companies. As the leader of the firm’s Tax Transaction Advisory Services team, he provides strategic expertise to clients experiencing rapid change, including acquisitions, dispositions, mergers, roll-up combinations, securities offerings and registrations, and provides due diligence and debt-restructuring services.

Mr. Wagner’s role also includes leading the firm’s private-equity backed portfolio companies, owner-operated businesses, and real estate practices. He has experience in a wide variety of other industries as well, including technology, manufacturing, distribution, automotive, construction, regulated utilities and service industries.

Mr. Wagner serves on the board of trustees of Minds Matter of Denver, an organization transforming the lives of accomplished high school students from low-income families by broadening their dreams and preparing them for college success. He also serves on the board of the Porter-Billups Leadership Academy, an organization providing academic and leadership training to at-risk Denver inner city students.  Mr. Wagner has served on other advisory committees and boards of other nonprofit organizations and for profit businesses.  Clear Cannabis is honored to have him as an independent director and chair of the audit committee.

Mr. Wagner earned a bachelor’s degree in accounting at Oklahoma State University in 1993, and master’s in taxation degree from the University of Denver in 1994. 

 

 

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