Alexandria Minerals Corporation’s (TSX-V:AZX) (OTCQB:ALXDF)
(Frankfurt:A9D) (“AZX” or the “Company”) today filed its management
information circular for the special meeting (the “Meeting”) of
shareholders scheduled for July 24, 2018.
At the Meeting, shareholders will be asked to consider a
self-interested proposal, put forward by the terminated CEO Eric
Owens, to take control of the Company with his own slate of
handpicked director nominees.
Alexandria’s Board of Directors strongly recommends that
shareholders reject Mr. Owens’ proposals and vote only on the BLUE
proxy card.
In conjunction with the proxy filing, Alexandria is mailing a
letter to shareholders outlining their plan to optimize value for
all shareholders. The letter also addresses the circumstances
surrounding Mr. Owens’ unauthorized financing scheme that led to
his termination as CEO of the Company.
Shareholders are urged to vote the BLUE proxy form or BLUE
voting instruction form no later than 11:00 A.M. (Toronto Time) on
Friday, July 20, 2018 or at least 48 hours (excluding Saturdays,
Sundays and statutory holidays) prior to the time of any
adjournment or postponement of the Meeting.
If you have questions or need help voting, contact Kingsdale
Advisors at 1-866-229-8214 or at
contactus@kingsdaleadvisors.com.
The full circular is available at the Company's issuer profile
at www.sedar.com. A copy of the letter to shareholders is also
included below.
Dear Fellow Shareholder of Alexandria Minerals Corporation:
The value of your investment in Alexandria is at
risk.
An unwarranted proxy fight has been initiated by disgruntled,
terminated Chief Executive Officer, Eric Owens, as a retaliation
mechanism.
Owens was terminated for cause after an investigation, led by a
Special Committee of independent directors of your Board, uncovered
evidence previously hidden from the Board that Owens had engaged in
an unauthorized financing scheme and accepted investors’ funds into
his personal lawyer’s trust account. These funds were illicitly
obtained, on false pretenses, without the Board’s approval and
solicited to a limited network of investors selected by Owens,
including his friends and family.Now, the disgruntled, former CEO,
together with certain other shareholders holding an approximate 5%
stake in Alexandria, has launched an expensive and time-consuming
proxy fight to take over significant control of your Company, by
replacing a majority of the independent directors of the Board with
his own slate of handpicked nominees to pursue his self-serving
agenda. Not only is this a waste of resources, the distraction of
this fight has hindered the strategic process that was underway in
an effort to create value for all shareholders.Owens is
Putting Your Investment in Alexandria at Risk
1. Owens was terminated for cause for unauthorized
financing schemeIn February, Owens was terminated for
cause as CEO for engaging in unauthorized efforts to solicit
investors in an alternative financing proposed by management
without proper approval of the Board to do so. This proposed
financing was considered and rejected by the Board, following
receipt of advice from its financial and legal advisors and advice
from the financial advisors to the Special Committee.An independent
investigation into Owens' conduct revealed the following
facts:× Repeated insubordination of the independent members
of your Board: Owens failed to present a formal proposal
to the Board, was aware that his actions required Board approval
and continued to pursue the financing and communications with
investors after the Board expressly instructed Owens to stop
soliciting subscriptions.× Acting contrary to the best
interests of shareholders: Owens’ unauthorized financing
put prospective future shareholders ahead of current shareholders
by significantly diluting their ownership at a price that was well
below the Company’s share price.× Refusal to co-operate
with investigation: Despite repeated requests directed at
Owens and his personal legal counsel, Owens refused to meet with
and provide information to the Board and the Special Committee’s
investigators.
× Self-interested business dealings: Owens
solicited funds from a limited network of investors including his
friends and family. Owens himself intended to invest in the
financing at a time when he possessed material non-public
information about a strategic transaction under consideration by
Alexandria.
2. Owens has depleted Alexandria’s resources by spending
$9.2 million of shareholders' money on a failed drilling
program
To date, Owens has spent approximately $9.2 million of
Alexandria shareholders' money on an unsuccessful and ill-directed
2017 drilling program at the Company's Orenada Project, which the
Board recently learned was flawed and did not increase Alexandria’s
resource estimates as Owens predicted.
Owens previously communicated to the market that the original
resource could contain a much larger medium to high-grade gold
deposit. The results of the 2017 drilling program do not support
this conclusion. The results of further drilling confirmed the
previous grade estimates in the 2009 results.
If Owens remains on the Board and his dissident slate is elected
he plans to spend more of your money to re-start the failed
program.
3. Despite holding only a 5% stake in Alexandria Owens
is seeking control over your company
Despite having only an approximate 5% stake in your Company,
Owens, together with a group of certain other shareholders, is
seeking to replace a majority of the independent directors with his
own slate of nominees, in order to pursue his opportunistic and
self-interested agenda.
Shareholders are urged to carefully review the sections entitled
"Reasons to Vote for Alexandria's Nominees" and "Reasons to Reject
Owens' Dissident Slate".
Alexandria has a New Corporate Direction to Optimize
Shareholder Value
Owens’ conduct prior to and following his termination for cause
has been disruptive to Alexandria and has impaired efforts to
recruit new management and otherwise move forward for the benefit
of all shareholders. The Board has been working diligently to
address and undo the damage Owens has caused.
Alexandria's new corporate direction, moving forward,
includes:
✓ Fund the Company through available, non-dilutive
funding opportunities: The Special Committee of the Board,
appointed in December 2017 to review strategic opportunities, has
been selecting and reviewing the possibilities to monetize non-core
assets on a favourable basis and has received many expressions of
interest to acquire some of these assets.
✓ Hire new management: Your new Board will work
diligently to hire new management with experience, proven expertise
and skills to leverage the many opportunities available to the
Company with focus on its core asset.
✓ Prioritize and focus on Alexandria's core
asset: Alexandria plans to focus on its core asset
straddling the Cadillac Break, which would include reviewing all of
the targets within Alexandria’s ground and prioritizing those
targets demonstrated to have the size and grade potential to host
significant mineralization.
✓ A Board you can trust: Over the past few
months, the Board has engaged in an extensive search to identify
additional candidates to enhance the Board of Directors. As a
result of these efforts, management is nominating one highly
qualified candidate, Mark Ashcroft, to the Board to replace Owens
(see nominee biography under the section entitled "Reasons to Vote
for Alexandria's Nominees" for complete details). This additional
nominee, along with the five incumbent directors: Peter Gundy,
Walter Henry, Gary O'Connor Robert Geis and Priya Patil, possess
the relevant experience, industry knowledge and external
credibility required to properly govern Alexandria and oversee our
business. You must ensure that we have a Board in place that will
provide strong oversight and act in the best interests of
Alexandria and all of its shareholders.
✓ Removal of Owens as Director: A vote for
Alexandria's nominees is a vote to remove Owens from your Board. If
Owens could not be trusted as your CEO, why should he be trusted to
remain on your Board and control the direction of your Company?
Your Vote Can Save Your Investment
Alexandria's nominees have a clear strategy and are committed to
optimizing shareholder value. We urge you to stop Owens and to
avoid turning over control of Alexandria's direction to its
handpicked slate of nominees. Owens has already proven to you that
he cannot create shareholder value.
The Board unanimously recommends that you vote only your
BLUE form of proxy or VIF FOR the
Alexandria Nominees for election to the Board.
Regardless of the number of Alexandria shares that you own, you
should take immediate action and cast your vote today or no later
than 11:00 A.M. (Toronto Time) on Friday, July 20, 2018 or at least
48 hours (excluding Saturdays, Sundays and statutory holidays)
prior to the time of any adjournment or postponement of the
Meeting.
If you have any questions or need help voting, please call
Kingsdale Advisors by telephone at 1-866-229- 8214, toll-free in
North America or call collect at 416-867-2272 outside of North
America or by e-mail at contactus@kingsdaleadvisors.com.
Only you have the power to prevent Owens from taking control of
your Company. We thank you for your continued support.
Sincerely,
Peter GundyChairman of the Board
Advisors
Kingsdale Advisors is acting as strategic shareholder and
communications advisor and Bennett Jones LLP is acting as legal
advisor to AZX.
Further information about the Company is available on the
Company’s website, www.azx.ca, or our social media sites
listed
below:Facebook: https://www.facebook.com/AlexandriaMinerals
Twitter: https://twitter.com/azxmineralscorp
YouTube: http://www.youtube.com/AlexandriaMinerals
Flickr:
http://www.flickr.com/alexandriaminerals/
LinkedIn: http://www.linkedin.com/company/alexandriaminerals
About Alexandria Minerals Corporation
Alexandria Minerals Corporation is a Toronto-based junior
gold exploration and development company with strategic properties
located in the world-class mining districts of Val d’Or, Quebec,
Red Lake, Ontario and Snow Lake-Flin Flon, Manitoba. Alexandria’s
focus is on its flagship property, the large Cadillac Break
Property package in Val d’Or, which hosts important, near-surface,
gold resources along the prolific, gold-producing Cadillac Break,
all of which have significant growth potential.
WARNING: This News Release may contain forward-looking
statements. Forward-looking statements address future events and
conditions and therefore involve inherent risks and uncertainties.
Actual results may differ materially from those currently
anticipated in such statements. Alexandria Minerals Corporation
relies upon litigation protection for forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
For More Information:
Ian Robertson Executive Vice President, Communication Strategy
Kingsdale Advisors Direct: 416-867-2333 Cell: 647-621-2646 Email:
irobertson@kingsdaleadvisors.com
Alexandria Minerals (TSXV:AZX)
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Alexandria Minerals (TSXV:AZX)
過去 株価チャート
から 1 2024 まで 1 2025