Exhibit 99.1
Written Consent DATED MARCH 16, 2021, of THE Shareholders OF RENOVACARE INC., in Lieu of SPECIAL Meeting
The undersigned, being the holders of 81.7 % of the voting power of RenovaCare, Inc., a Nevada corporation (the “Corporation”), as set forth in attachment A hereto, hereby consent as of this 16th day of March 2021 (the “Consent”), to the adoption of the following resolutions and the taking of the following actions in lieu of a Special Meeting of Shareholders of the Corporation, pursuant to Section 78.320(2) of the Nevada Revised Statutes and Article II, Section 9 of the Bylaws:
RESOLVED, pursuant to NRS 78.335 (1) and Article I, Section 7 of the Bylaws, the following Members of the Board of Directors are hereby removed, effective as of the date of this Consent:
| · | Kenneth Kirkland, Director; and |
| · | Lydia M. Evans, Director |
And it is further
RESOLVED, that the following persons are hereby elected as Directors of the Corporation to serve until the next Annual Meeting of Shareholders of the Corporation and until their respective successors have been elected and duly qualified, or their earlier resignation or removal:
Dr. Kaiyo Nedd
Mr. Harmel S. Rayat
And it is further
RESOLVED, that Dr. Nedd and Mr. Rayat be, and they hereby are, authorized, in the name and on behalf of the Corporation, to execute and deliver such instruments and documents and to take such other actions as may be necessary or advisable in the furtherance of the foregoing.
IN WITNESS WHEREOF, the undersigned have executed this Consent, which may be executed in counterparts, each of which shall be deemed an original but all of which together shall be deemed as one of the same Consent. A signed copy of this Consent delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Consent.
SIGNATURES FOLLOW ON THE NEXT PAGE:
Name of Shareholder | | Number of Shares Owned |
Kalen Capital Corporation | | 100,000 |
By: /s/ Harmel S. Rayat | | |
Name: Harmel S. Rayat | | |
Title: President | | |
Name of Shareholder | | Number of Shares Owned |
1420525 Alberta Ltd. | | 3,000,000 |
By: /s/ Harmel S. Rayat | | |
Name: Harmel S. Rayat | | |
Title: President | | |
Name of Shareholder | | Number of Shares Owned |
Kalen Capital Corporation | | 13,033,406 |
By: /s/ Harmel S. Rayat | | |
Name: Harmel S. Rayat | | |
Title: President | | |
Name of Shareholder | | Number of Shares Owned |
Kalen Capital Holdings, LLC | | 40,838,631 |
By: /s/ Harmel S. Rayat | | |
Name: Harmel S. Rayat | | |
Title: President | | |
Name of Shareholder | | Number of Shares Owned |
| | 2,800,000 |
/s/ Harmel S. Rayat | | |
Harmel S. Rayat, an individual | | |
Name of Shareholder | | Number of Shares Owned |
| | 57,888 |
/s/ Tajinder Chohan | | |
Tajinder Chohan, an individual | | |
Name of Shareholder | | Number of Shares Owned |
| | 83,379 |
/s/ Thomas Bold | | |
Thomas Bold, an individual | | |
Name of Shareholder | | Number of Shares Owned |
1420527 Alberta Ltd. | | 2,500,000 |
By: /s/ Jatinder S. Bhogal | | |
Name: Jatinder S. Bhogal | | |
Title: President | | |
Name of Shareholder | | Number of Shares Owned |
Boston Financial Group, Ltd. | | 2,529,425 |
By: /s/ Jatinder S. Bhogal | | |
Name: Jatinder S. Bhogal | | |
Title: President | | |
Name of Shareholder | | Number of Shares Owned |
| | 1,707,589 |
/s/ Jasvir S. Rayat | | |
Jasvir S. Rayat, an individual | | |
Name of Shareholder | | Number of Shares Owned |
| | 647,516 |
/s/ Joseph Sierchio | | |
Joseph Sierchio, an individual | | |
Name of Shareholder | | Number of Shares Owned |
| | 1,042,140 |
/s/ Cindy Bains | | |
Cindy Bains, an individual | | |
Name of Shareholder | | Number of Shares Owned |
| | 3,043,548 |
/s/ Herdev S. Rayat | | |
Herdev S. Rayat, an individual | | |