TORONTO, Feb. 26, 2018 /CNW/ - A group of concerned
shareholders of Alexandria Minerals Corporation (TSX-V:AZX)
(OTCQB:ALXDF) (Frankfurt:A9D) (Alexandria or the Company)
comprised of, among others, Mr. Eric
Owens, a founder, director and former CEO of Alexandria, and NHP Asset Management AG (the
Founder's Group) announced today that they have delivered a
requisition (the Requisition) to the Company and its
Directors requisitioning a special meeting of shareholders (the
Meeting) in order to elect a new, shareholder-friendly board
slate.
The Current Board does not best represent the interests of
shareholders
"Since Peter Gundy was appointed
as Chairman of the Board of Directors in April 2017, I believe it has become increasingly
apparent, due to the lack of interest in formulating a long-term
strategic vision for the Company, that the Company is at serious
risk," stated Owens.
Management was tasked by the Board to raise the funds
required to meet budget and capital requirements
On February 22, 2018, the Company
issued a press release containing numerous false and inflammatory
allegations. Mr. Owens intends to serve a demand for a full
retraction and apology and reserves all of his rights and remedies
with respect to these allegations.
Mr. Owens emphasizes:
- In soliciting subscriptions and collecting funds, Mr. Owens and
management were raising capital for a program the Board had already
approved in the Company's Annual Budget.
- The Board has never voted to reject the financing, to
require Mr. Owens and management to stop soliciting subscriptions
and collecting funds, or to return any funds collected.
- The current 2018 exploration program is still not funded,
putting the Company at risk.
- Mr. Owens was acting with the Board's knowledge, and with full
awareness that Board approval would be required to close the
financing.
- Mr. Owens was fully transparent with investors and with the
Company with respect to the status of the financing, and the fact
that it required Board approval to close.
- Mr. Owens's opposition to Peter
Gundy and the Special Committee's preferred options was
repeatedly expressed to the Board, both at Board meetings and in
writing, long before any investigation into his conduct was
initiated.
- Peter Gundy and the Special
Committee's investigations of Mr. Owens and other members of
management appear to have been initiated only in response to their
continued opposition to certain strategic options.
- Under the guise of an "investigation" of Mr. Owens,
Peter Gundy and the Special
Committee sought to impose unreasonable restrictions on him, which
may have amounted to constructive dismissal. Among other things,
they sought to prevent him from speaking to shareholders and other
members of management—restrictions incompatible with his fiduciary
duties as a Director.
- The Board's allegations against Mr. Owens appear to be an
attempt to distract from their failure to present a coherent
strategic vision to shareholders, and to take punitive steps
against Mr. Owens for his and management's clearly articulated
opposition to options canvassed by Peter
Gundy and the Special Committee.
The current Board has no realistic strategy for value
creation
As the Founder's Group stated in their news release dated
February 9, 2018, as currently
constituted, Alexandria's Board
has failed to be responsive to shareholder expectations and has no
realistic strategy for value creation. In the days since, this has
only become more obvious.
The Company stands at a crucial point in its growth story. In
early 2017, the Board approved the current drilling program and the
preparation of a new resource estimate, both on the heels of an
exceptional 2017 drilling campaign. The planned 60,000 m 2018 drill program was a direct
outgrowth of that successful 2017 program.
As CEO, Mr. Owens was working with management to raise the
capital required to take these steps with the Board's full
knowledge. Mr. Owens had put together a financing consisting of
hard dollar and flow-through portions, expected to provide upwards
of $20 million in accretive
financing. The enthusiasm among investors for that financing,
particularly in a difficult junior mining market environment,
reflects tremendous confidence in Alexandria's assets and the then-management
driven path forward.
Yet as favourable drilling results continue to come in, much of
that money sits in trust, awaiting the Board's approval to put the
funds to work for Alexandria.
Rather than approving the closing of the financing, or explaining
how it plans to meet the ongoing capital requirements of the
60,000 m drilling program, the Board
continues to consider options that are misguided, and risk valuing
the Company at a fraction of what it is worth.
These outcomes—and certain Directors' haste to implement them
before the NI 43-101 report reveals the true value of Alexandria's assets—are not in the best
interests of the Company.
Mr. Owens has repeatedly explained to the Board that its
preferred options are detrimental to value and are not beneficial
to all shareholders at this time. Unfortunately, the Founder's
Group are left with no choice but to requisition a meeting to
prevent imminent potential destruction of shareholder value.
The Founder's Group propose a clear path forward
The Special Committee, announced December
20, 2017, publicly promises shareholders "any outcome or no
outcome," while in private continuing to pursue misguided or
unexecutable paths, which do not apparently include building future
gold resources.
In contrast to Peter Gundy and
the Special Committee's approach, the Founder's Group propose a
clear path forward:
- First, bringing in the capital the Board had already budgeted
last year, at as accretive a level as possible.
- Second, completing and releasing Alexandria's upcoming NI 43-101 report, which
will demonstrate the value of the Company's assets.
- Third—and only after the NI 43-101 report is released—looking
for partners and M&A opportunities, but only those that are in
the best interests of shareholders and properly value the
Company.
The Meeting Requisition
The meeting is being called to remove three incumbent directors,
Messrs. Peter Gundy, Walter Henry and Gary
O'Connor, and replace them with the Founder's Group's highly
qualified and experienced nominees: Mr. Chris Hopkins, Mr. Ian
Mellon, and Mr. Colin
Sutherland.
The Requisition requests that the Meeting occur on the earliest
practical date, and in any event by no later than April 10, 2018.
The Founder's Group Nominees
The Founder's Group's selected board nominees are highly
experienced junior mining and capital markets individuals:
- Mr. Chris Hopkins
- Mr. Hopkins has over 30 years of financial management experience
in the resources industry. He has spent most of his career in
senior roles with public mining companies, including Kerr Mines
Inc, U.S. Silver, Rio Algom, BHP Billiton, Suncor and several
Canadian and international junior mining companies. He has broad
junior resource experience in the areas of corporate finance,
capital markets, mergers and acquisitions, investor relations,
financial and management reporting. He has a Bachelor of Commerce
from the University of Toronto, and a
Chartered Accountant designation and MBA from the Schulich School
of Business at York University.
- Mr. Ian Mellon -
Mr. Mellon has been in the U.S. and Canadian capital markets
business since 1975, beginning with Gordon Securities in
Toronto and Johnson Lane in Atlanta. During the 1990's, Mr. Mellon became
head of institutional equity sales at Scotia McLeod, and followed
with sales positions at Nesbitt Burns, Blackmont Capital and PI
Financial. Mr. Mellon has a BA degree in American History and
Economics from Western University.
- Mr. Colin
Sutherland – Mr. Sutherland is a Chartered
Professional Accountant with over 25 years of financial and
operational experience. Since May
2017, he has been the CFO and a director of NQ Minerals PLC,
an Australian-based exploration and mining company. Previously, he
was the President of McEwen Mining Inc., a mining company listed on
the TSX and the New York Stock Exchange, from January 2016 to November
2016, and Managing Director and Chief Executive Officer of
Archipelago Resources PLC, a company listed on the ASX, from
March 2012 to December 2015. He has held senior financial and
executive roles with Timmins Gold,
Capital Gold Corporation, Nayarit Gold Inc. and Aurico Gold
Inc.
If the Founder's Group are successful at the Meeting, the board
of Alexandria will be composed of
Messrs. Hopkins, Mellon, and Sutherland, together with incumbent
directors Robert Geis, Eric Owens, and Priya
Patil.
* *
*
The Founder's Group collectively own or exercise control or
direction over more than 5% of the outstanding common shares of
Alexandria.
This news release is for informational purposes only and is
not a solicitation of proxies. Any proxies solicited by or on
behalf of the Founder's Group in connection with the Meeting will
be solicited pursuant to an information circular or as otherwise
permitted by law.
Information Concerning the Founder's Group Nominees
Founder's Group Nominees
Name and Province/
State and Country of Residence
|
Present Principal
Occupation, Business or Employment
|
Number of Common
Shares Beneficially Owned
or Controlled
|
Chris Hopkins,
Ontario, Canada
|
Consulting CFO,
self-employed
|
NIL
|
Ian Robert Mellon ,
Ontario, Canada
|
Self-employed
|
NIL
|
Colin Sutherland,
Nova Scotia, Canada
|
CFO and Director, NQ
Minerals PLC
|
NIL
|
Founder's Group Nominee Biographies
- Mr. Chris Hopkins
– Mr. Hopkins has over 30 years of financial management experience
in the resources industry. He has spent most of his career in
senior roles with public mining companies, including Kerr Mines
Inc, U.S. Silver, Rio Algom, BHP Billiton, Suncor and several
Canadian and international junior mining companies. He has broad
junior resource experience in the areas of corporate finance,
capital markets, mergers and acquisitions, investor relations,
financial and management reporting. He has a Bachelor of Commerce
from the University of Toronto, and a
Chartered Accountant designation and MBA from the Schulich School
of Business at York University.
- Mr. Ian Mellon –
Mr. Mellon has been in the U.S. and Canadian capital markets
business since 1975, beginning with Gordon Securities in
Toronto and Johnson Lane in Atlanta. During the 1990's, Mr. Mellon became
head of institutional equity sales at Scotia McLeod, and followed
with sales positions at Nesbitt Burns, Blackmont Capital and PI
Financial. Mr. Mellon has a BA degree in American History and
Economics from Western University.
- Mr. Colin Sutherland
– Mr. Sutherland is a Chartered Professional Accountant
with over 25 years of financial and operational experience. Since
May 2017, he has been the CFO and a
director of NQ Minerals PLC, an Australian-based exploration and
mining company. Previously, he was the President of McEwen Mining
Inc., a mining company listed on the TSX and the New York Stock
Exchange, from January 2016 to
November 2016, and Managing Director
and Chief Executive Officer of Archipelago Resources PLC, a company
listed on the ASX, from March 2012 to
December 2015. He has held senior
financial and executive roles with Timmins
Gold, Capital Gold Corporation, Nayarit Gold Inc. and Aurico
Gold Inc.
Other Boards of Reporting Issuers
As at the date of this Requisition, the directorships held by
each of the Founder's Group Nominees in reporting issuers (or the
equivalent) in Canada or
otherwise, are as set out below:
Founder's Group
Nominees
|
Other Reporting
Issuers
|
Colin
Sutherland
|
Amarillo Gold
Corp.
NQ Minerals
PLC
|
Chris
Hopkins
|
Cava Resources
Inc.
Pedro Resources
Ltd.
ScoZinc Mining
Ltd.
Stina Resources
Ltd.
|
Other Information Concerning the Founder's Group
Nominees
To the knowledge of the Founder's Group, no Founder's Group
Nominee is, at the date hereof, or has been, within ten (10) years
before the date hereof: (a) a director, chief executive officer or
chief financial officer of any company that (i) was subject to a
cease trade order, an order similar to a cease trade order or an
order that denied the relevant company access to any exemption
under securities legislation that was in effect for a period of
more than thirty (30) consecutive days (each, an "order"), in each
case that was issued while the Founder's Group Nominee was acting
in the capacity as director, chief executive officer or chief
financial officer, or (ii) was subject to an order that was issued
after the Founder's Group Nominee ceased to be a director, chief
executive officer or chief financial officer and which resulted
from an event that occurred while that person was acting in the
capacity as director, chief executive officer or chief financial
officer; (b) a director or executive officer of any company that,
while such Founder's Group Nominee was acting in that capacity, or
within one (1) year of such Founder's Group Nominee ceasing to act
in that capacity, became bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency or was subject to
or instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed
to hold its assets; or (c) someone who became bankrupt, made a
proposal under any legislation relating to bankruptcy or
insolvency, or became subject to or instituted any proceedings,
arrangement or compromise with creditors, or had a receiver,
receiver manager or trustee appointed to hold the assets of such
Founder's Group Nominee.
To the knowledge of the Founder's Group, as at the date hereof,
no Founder's Group Nominee has been subject to: (a) any penalties
or sanctions imposed by a court relating to securities legislation,
or by a securities regulatory authority, or has entered into a
settlement agreement with a securities regulatory authority; or (b)
any other penalties or sanctions imposed by a court or regulatory
body that would likely be considered important to a reasonable
securityholder in deciding whether to vote for a Founder's Group
Nominee.
To the knowledge of the Founder's Group, none of the Founder's
Group or directors or officers of the Founder's Group, or any
associates or affiliates of the foregoing, or any of the Founder's
Group Nominees or their respective associates or affiliates, has:
(a) any material interest, direct or indirect, in any transaction
since the commencement of the Corporation's most recently completed
financial year or in any proposed transaction which has materially
affected or will materially affect the Corporation or any of its
subsidiaries; or (b) any material interest, direct or indirect, by
way of beneficial ownership of securities or otherwise, in any
matter proposed to be acted on at the Meeting, other than the
election of directors.
Additional Information
The information contained in this news release does not and is
not meant to constitute a solicitation of a proxy within the
meaning of applicable securities laws. Although the Founder's
Group have requisitioned the Meeting (as previously defined in this
news release), there is currently no record or meeting date and
shareholders are not being asked at this time to execute a proxy in
favour of the Founder's Group nominees. In connection with the
Meeting, the Founder's Group may file a dissident information
circular (the Information Circular) in due course in
compliance with applicable securities laws.
Notwithstanding the foregoing, the Founder's Group are
voluntarily providing the disclosure required under section 9.2(4)
of National Instrument 51-102 – Continuous Disclosure
Obligations in accordance with securities laws applicable to
public broadcast solicitations.
This news release and any solicitation made by the Founder's
Group in advance of the Meeting is, or will be, as applicable, made
by the Founder's Group, and not by or on behalf of the management
of Alexandria. All costs incurred
for any solicitation will be borne by the Founder's Group, provided
that, subject to applicable law, the Founder's Group may seek
reimbursement from Alexandria of
the Founder's Group's out-of-pocket expenses, including proxy
solicitation expenses and legal fees, incurred in connection with a
successful reconstitution of the board.
The Founder's Group are not soliciting proxies in connection
with the Meeting at this time, and shareholders are not being asked
at this time to execute proxies in favour of the Founder's Group
Nominees (in respect of the Meeting). Proxies may be solicited by
the Founder's Group pursuant to an Information Circular sent to
shareholders after which solicitations may be made by or on behalf
of the Founder's Group, by mail, telephone, fax, email or other
electronic means as well as by newspaper or other media
advertising, and in person by the Founder's Group, who will not be
specifically remunerated therefor. The Founder's Group may
also solicit proxies in reliance upon the public broadcast
exemption to the solicitation requirements under applicable
Canadian corporate and securities laws, conveyed by way of public
broadcast, including through press releases, speeches or
publications, and by any other manner permitted under applicable
Canadian laws. The Founder's Group may engage the services of
one or more agents and authorize other persons to assist in
soliciting proxies on behalf of the Founder's Group.
The Founder's Group have retained Shorecrest Group
(Shorecrest) as their strategic and shareholder
communications advisor should the Founder's Group commence a formal
solicitation of proxy votes. Shorecrest's responsibilities will
principally include developing and implementing shareholder
communication and engagement strategies, advising with respect to
meeting and proxy protocol, and assisting the Founder's Group in
soliciting proxy votes. For more information please contact
Christine Carson, Co-founder and
Managing Director, at 647-931-7396.
The Founder's Group are not requesting that Alexandria shareholders submit a proxy at this
time. Once the Founder's Group have commenced a formal solicitation
of proxies in connection with the Meeting, proxies may be revoked
by instrument in writing by the shareholder giving the proxy or by
its duly authorized officer or attorney, or in any other manner
permitted by law or the by-laws of Alexandria. None of the Founder's Group or, to
their knowledge, any of their associates or affiliates, has any
material interest, direct or indirect, (i) in any transaction since
the beginning of Alexandria's most
recently completed financial year or in any proposed transaction
that has materially affected or would materially affect
Alexandria or any of its
subsidiaries; or (ii) by way of beneficial ownership of securities
or otherwise, in any matter proposed to be acted on at the Meeting,
other than the election of directors to the board.
Alexandria's principal office
address is 1 Toronto Street, Suite 201, Toronto, Ontario, M5C 3B2.
A copy of this news release may be obtained on Alexandria's SEDAR profile at
www.sedar.com.
SOURCE Concerned Shareholders of Alexandria Minerals
Corporation