Bri-Chem Corp. Files Management Information Circular and Urges Shareholders to Vote Only the YELLOW Proxy for Bri-Chem's Nominees

Executive Summary

• Bri-Chem Corp. has filed its management information circular and proxy materials for an upcoming annual and special meeting of shareholders scheduled for September 16, 2025.
• The meeting involves a contested election for the Board of Directors, with the Company nominating four candidates (Don Caron, Eric Sauze, Brian Campbell, and Albert Sharp) against four dissident nominees put forward by Mr. Barry Hugghins (trustee for Cenatex Holdings, LLC).
• The Board strongly urges shareholders to vote for the Company's nominees, citing concerns over the lack of public company experience and inherent conflicts of interest among the dissident nominees.

Key Details

• Meeting Details: The annual and special meeting of shareholders is scheduled for September 16, 2025.
• Agenda Items: The meeting covers normal course matters and the ratification and approval of By-Law No. 2 (the "Advance Notice By-Law").
• Board Composition: The Company intends to set the number of directors at four (4). Since both the Company and the Dissident Group are nominating four individuals each, the election is contested; the four nominees receiving the greatest number of votes will be elected.
• Dissident Group: The notice was received from Mr. Barry Hugghins, as trustee for Cenatex Holdings, LLC.
• Dissident Nominees & Board Concerns:
  • Barry Hugghins: Board notes no observable public company director experience in the US or Canada.
  • John H. Cale: Principal occupation is Technical Director of Reliant Technologies, Inc., which is controlled by Mr. Hugghins. The Board deems him inherently conflicted and lacking independence.
  • Willian Colby Swain: Board notes no observable public company director experience in the US or Canada.
  • Scott Gaudin: President and CEO of Axxess Partners, Inc. and Currency Bank. Mr. Hugghins is a director and shareholder of Axxess and a director of Currency Bank. The Board deems him inherently conflicted and lacking independence.
• Company Nominees:
  • List: Don Caron, Eric Sauze, Brian Campbell, and Albert Sharp.
  • Ownership Alignment: The Bri-Chem Nominees own approximately 15.6% of Bri-Chem, demonstrating strong shareholder alignment.
  • Board Stance: The Board describes itself as independent, deeply invested, and accountable. It accuses Mr. Hugghins of seeking unchecked control despite owning only 14% of the company and not paying a control premium.
• Proxy Materials: Available via SEDAR+ (www.sedarplus.ca) and the Company's website. Shareholders are urged to vote "FOR" the Bri-Chem nominees on the YELLOW form of proxy.

Notable Quotes

• "The Board has serious concerns about the experience and independence of the Dissident Group Nominees... Bri-Chem's shareholders are faced with an important choice about the future of the Company and are urged to vote FOR the Bri-Chem Nominees on the YELLOW PROXY."
• "Unlike the Dissident Group Nominees, the Bri-Chem Nominees are truly independent. In putting forth the conflicted Dissident Group Nominees, Mr. Hugghins seeks to gain full, unchecked control of Bri-Chem - despite owning only 14% of Bri-Chem and without paying a control premium to the rest of Bri-Chem's shareholders."