Vancouver, British Columbia–(Newsfile Corp. – May 31, 2017) – Wolverine Technologies Corp. (OTC Pink: WOLV) (“Wolverine”) today provided details regarding the oppressive actions of Rajeev Bhargava and Nalini Bhargava which have negatively affected Wolverine’s indirect interest in Decision-Zone Inc. (“DZI”) which Wolverine acquired through a Share Purchase Agreement with David Chalk. Rajeev Bhargava and Nalini Bhargava’s control 2/3’s of the board of directors of DZI and approximately 75% of the common shares of DZI.
David Chalk made representations to Wolverine that DZI was fully prepared to sell DZI and the dzAudit patented cyber security technology (“dzAudit”).
On April 19, 2016 Wolverine signed a Share Purchase Agreement with David Chalk, a director of Wolverine, whereby Mr. Chalk will invest, one-third of the net proceeds received by Mr. Chalk from the sale of Mr. Chalk’s 15% interest in DZI, in a private placement of 400,000,000 common shares of Wolverine.
Over the past year a considerable amount of time and effort has been expended to secure an invitation for DZI to demonstrate dzAudit to the South Korean Government. On October 27, 2016 DZI received an invitation from the South Korean Government to attend a National Defense ICT Forum in South Korea on November 8, 2016.
Mr. Bhargava advised that he was not prepared to participate in the National Defense ICT Forum unless and until:
- David Chalk has dropped his lawsuits for monies loaned and related legal action on DZI and its shareholders for ongoing shareholder oppression without any conditions, and
- David Chalk has compensated DZI for the legal costs related thereto.
David Chalk attended the National Defense ICT Forum, at the request of representatives of the South Korean Government, to present dzAudit. As a result of Mr. Chalk attending the ICT Forum, DZI received a letter of invitation from the South Korean Government for Mr. Bhargava to travel to South Korea for the purpose of demonstrating dzAudit and the potential purchase of DZI and dzAudit by the South Korean Government.
In a telephone conversation on January 6, 2017 Rajeev Bhargava advised David Chalk that Mr. Bhargava was prepared to travel to South Korea to conduct the demonstration, subject to certain conditions. Mr. Bhargava asked Mr. Chalk to have mutual releases, respecting Mr. Chalk’s lawsuits, prepared and sent to Mr. Bhargava’s lawyer. On January 12, 2017, in order to facilitate the demonstration of dzAudit, Mr. Chalk sent Settlement Agreements and Mutual Releases for both litigations to legal counsel for Mr. Bhargava. Mr. Bhargava refused to sign the Settlement Agreements and Mutual Releases and advised that he would not travel to South Korea to demonstrate dzAudit unless and until Mr. Chalk has dropped his two lawsuits and resigned as a director of DZI.
During February of 2017 Mr. Bhargava was provided further evidence of the legitimacy of the opportunity in South Korea. On February 20, 2017 Mr. Bhargava finally agreed unconditionally to travel to South Korea. Travel and hotel arrangements were made immediately for the trip to South Korea and a detailed Meeting Itinerary for March 2, 2017-March 6, 2017 was sent to Mr. Bhargava. This Itinerary included the demonstration of dzAudit and meetings with certain key individuals within the Department of National Defense and Cyber Terrorism Investigation Unit of South Korea. On February 22, 2017, without notice, Rajeev and Nalini Bhargava, on behalf of DZI, cancelled the trip to South Korea until Mr. Chalk withdraws his lawsuits.
Immediately following the termination of the trip to South Korea, Mr. Rajeev Bhargava agreed to a remote demonstration of dzAudit for the South Korean’s. Again, Mr. Bhargava cancelled the demonstration at the last minute.
On April 4, 2017 Wolverine’s legal counsel sent a letter to DZI’s legal counsel to attempt to negotiate in good faith a mutually beneficial resolution for all of the shareholders of DZI. Between April 4, 2017 and May 23, 2017, no meaningful negotiations were held with DZI’s legal counsel. As a result, on May 24, 2017, Wolverine’s legal counsel sent an e-mail requesting DZI’s legal counsel to advise no later than the close of business on May 29, 2017 whether they had received instructions from DZI to attempt to reach an overall positive resolution. No response was received from DZI’s legal counsel by that time.
Mr. Chalk has been advised by his legal counsel that it is imperative that the law suits remain in place in order to protect his interest in DZI. The demand by the Bhargava’s for the withdrawal of the lawsuits is part of their continuing oppression of Mr. Chalk and unrelated to DZI’s opportunity in South Korea.
Wolverine has invested considerable time and costs with the potential sale of DZI and dzAudit. The refusal of Rajeev Bhargava to travel to South Korea, to demonstrate dzAudit, has resulted in a loss of opportunity for Wolverine, by way of a loss of a substantial injection of capital into Wolverine that would have resulted from a sale of DZI.
Wolverine is currently evaluating all legal remedies available against Rajeev Bhargava, Nalini Bhargava and DZI. David Chalk will continue to pursue his litigation against the Bhargava’s and DZI and will also cooperate with any legal actions filed against the Bhargava’s and DZI by Wolverine.
For more information on Decision-Zone Inc. please visit:
On Behalf of the Board
For further information please contact:
US Investor Relations
The Foothills Group
Notice Regarding Forward-Looking Statements
This news release contains “forward-looking statements,” as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, statements regarding the possible litigation.
Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with technology development and difficulties associated with obtaining financing on acceptable terms. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our most recent annual report for our last fiscal year, our quarterly reports, and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
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