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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
HARISTON CORPORATION
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(Name of Registrant as Specified in Its Charter)
HARISTON CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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DATE: AUGUST 12, 1998
TO: SHAREHOLDERS OF HARISTON CORPORATION ("HARISTON")
RE: SPECIAL MEETING OF THE SHAREHOLDERS, AUGUST 25, 1998
You may have received by now or will shortly receive a proxy circular of a
dissident shareholder group represented by Cross Creek Finance Group Ltd.
("Cross Creek").
I STRONGLY URGE YOU TO DISREGARD THIS PROXY SOLICITATION BECAUSE I BELIEVE
CROSS CREEK'S SOLE INTENTION IS TO TAKE CONTROL OF HARISTON'S TREASURY TO
FURTHER THEIR OWN ENDS AND NOT THOSE OF ALL HARISTON SHAREHOLDERS.
I will be brief:
I. In early 1998 the Kusumoto brothers (the principals of Cross Creek) met
with me and requested to be appointed to Hariston's board, at a time when
they owned no Hariston shares. I told them then, that if they were aware
of suitable investment opportunities for Hariston the Board would be
pleased to consider them. They replied that they wanted to get on the
Board first in order to obtain a lot of cheap Hariston options before
bringing one of their own deals to Hariston's attention. This was a
blatant attempt to be on both sides of a potential transaction and was of
course dismissed immediately.
SINCE THAT FIRST MEETING, THE KUSUMOTOS HAVE NOT PRESENTED ONE INVESTMENT
PROPOSAL TO HARISTON.
I. Cross Creek claims to own 696,000 common shares of Hariston, representing
approximately 5.5% of the issued shares, but, as outlined on page 10 of the
Cross Creek proxy circular, all these shares are subject to option
agreements which will in all likelihood mean that in March, 1998, Cross
Creek will no longer own these shares. Cross Creek has, in effect,
"borrowed" these shares simply to get above the 5% threshold so that they
can demand a special shareholder meeting.
CROSS CREEK IS ATTEMPTING TO TAKE CONTROL OF HARISTON WITHOUT MAKING ANY
REAL INVESTMENT IN HARISTON WHATSOEVER.
I. In June, 1998 I offered of make an investment of $200,000 in Hariston
treasury shares by way of a private placement, at a price of $0.31 per
share. When the proposed investment in Gerex was completed, Hariston would
have required the funds to sustain working capital.
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Unfortunately for Hariston, one director voted against the proposal and,
since I was required to abstain from voting, the resolution did not pass.
UNLIKE CROSS CREEK, THE CURRENT BOARD MEMBERS ARE PREPARED TO INVEST
AT-RISK FUNDS IN HARISTON.
I. Hariston does not intend to waste a large amount of your funds to wage a
full proxy battle with the Kusumoto brothers. However, should Cross Creek
be successful, you can rely on them to use Hariston's treasury to pay for
their own expenses.
THE EXCITING OPPORTUNITY TO INVEST IN GEREX WILL NOT BE AVAILABLE TO
HARISTON IF CROSS CREEK IS SUCCESSFUL IN ITS EFFORTS.
We would be grateful for your continued support and urge you to complete and
return your proxy in favour of the resolutions proposed in the Management
Circular dated July 3, 1998 and NOT TO SIGN THE BLUE PROXY PROVIDED TO YOU BY
CROSS CREEK.
IF YOU HAVE ALREADY SIGNED THE BLUE PROXY PROVIDED TO YOU BY CROSS CREEK, YOU
CAN REVOKE IT BY SUBMITTING THE PROXY INCLUDED WITH THE MANAGEMENT CIRCULAR,
BEARING A LATER DATE THAN THE DATE ON THE BLUE PROXY, IN ACCORDANCE WITH THE
INSTRUCTIONS SET FORTH IN THE MANAGEMENT CIRCULAR.
THE PROXY WITH THE MOST RECENT DATE WILL BE COUNTED AT THE MEETING
If you have any questions in connection with your proxy, or require a new copy
of the proxy included with the Management Circular, please call Darren Latoski
at (604) 685-8514.
Yours truly,
HARISTON COPORATION
(signed) "James P. Angus"
James P. Angus
Chairman
Encl. / August 12, 1998 Press Release
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NEWS RELEASE
DATE: AUGUST 12, 1998
Contact: Darren Latoski
Chief Financial Officer
(604) 685-8514
HARISTON CORPORATION
OTC BULLETIN BOARD TRADING SYMBOL: HRSNF
Vancouver - Hariston Corporation announced today that it has not met the
intended closing date of August 4th for its previously announced investment in
Gerex Pharmaceuticals Inc. ("Gerex") owing to procedural delays common in
transactions of this nature, together with absences occasioned by vacations.
Furthermore, the actions of a dissident shareholder group in soliciting proxies
to vote against Management's proposed slate of directors at the August 25th
Special Meeting of Shareholders has created an environment of uncertainty
amongst the parties. Consequently, the majority of your incumbent directors
are convinced that a transaction with Gerex cannot be consummated until the
outcome of the August 25th meeting is known.
Gerex is the exclusive licensee of US and European patents issued to the
University of British Columbia ("UBC") for the use of non-steroidal
anti-inflarnmatory drugs (NSAIDS), as well as dapsone and other sulfones, for
the treatment of dementia, most notably Alzheimer disease.
Alzheimer disease has no cure, and few effective treatments. It provides the
largest under-served pharmaceutical market in the developed world. The
development of an effective treatment for the disease would be a major medical
breakthrough. Gerex's approach is entirely novel with respect to Alzheimer's.
It is based on research and clinical trials, conducted by Gerex's principals,
which demonstrate that an auto-destructive process similar to inflammation
occurs in the basis of Alzheimer patients. Suppression of this process with
anti-inflammatory agents is the basis of Gerex's therapy.
The principals of Gerex are Drs. Patrick and Edith McGeer, both of whom are
Professor Emeritii in the Faculty of Medicine at UBC and world-renowned
neuroscientists specializing in Alzheimer research.
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The majority of your directors strongly support the proposed investment in Gerex
and believe that it has a strong potential for providing significant shareholder
returns. Recent developments indicate that Gerex could reach commencement of
Stage III clinical trials in about twelve months from closing of the transaction
with Hariston. Shareholders are strongly encouraged to complete their proxies
in favour of Management's proposals and return the proxies to the Montreal Trust
Company, 510 Burrard Street, Vancouver, B.C., V6C 3B9, not later than 5:00 PM
(Vancouver time), August 24, 1998.
