TORONTO, Feb. 9, 2018 /CNW/ - A group of concerned
shareholders (the 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 of, and the CEO and a
director of, Alexandria, and NHP
Asset Management AG, announced today that they intend to
deliver a requisition to the Company and its directors in the
coming days requisitioning a special meeting of shareholders.
The meeting is being called to replace three incumbent
directors, Messrs. Peter Gundy,
Walter Henry and Gary O'Connor, with the Concerned Shareholders'
highly qualified and experienced nominees: Mr. Ian Mellon, Mr. Chris
Hopkins, and Mr. Brian
Murray.
The Concerned Shareholders believe that the Alexandria board, as currently constituted,
has failed to be responsive to shareholder expectations and has no
coherent strategy for value creation. Instead, as announced
on December 20, 2017, the existing
board has formed a special committee, which has been tasked with
examining strategic alternatives for the Company, with no defined
timeline.
The Concerned Shareholders firmly believe that the strategic
review process announced by the board is not in the best interests
of the shareholders or the Company. It is very clear that a newly
constituted board of directors is required to unlock the full
potential value of Alexandria's
assets, and steward the Company through an important and active
period in its growth story. Of particular importance are the
previously announced upcoming resource estimate which will build
upon the Current Resources previously calculated in 2009 on its
Orenada project in Val d'Or,
Quebec, as well as a previously announced 60,000 m 2018 drill program which follows on the
heels of a very successful 45,000 m
drill program in 2017.
The Concerned Shareholders' selected board nominees are highly
experienced junior mining and capital markets individuals:
- 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. 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. Brian
Murray - Mr. Murray is a CPA and is President
of Murcon Ltd., a financial consulting firm. Mr. Murray has over 25
years of experience in the resource and investment markets and has
served as an officer and director of numerous public companies. He
has an MBA from York University and a
B.Sc. from the University of
Toronto.
If the Concerned Shareholders are successful at the meeting, the
board of Alexandria will be
composed of Messrs. Mellon, Hopkins and Murray, together with
incumbent directors Eric Owens,
Robert Geis and Priya Patil.
The Concerned Shareholders collectively own or exercise control
or direction over more than 5% of the outstanding common shares of
Alexandria.
Information Concerning the Concerned Shareholders'
Nominees
Concerned Shareholder Nominees
Name and Province/
State and
Country of Residence
|
Present Principal
Occupation,
Business or Employment
|
Number of Common
Shares
Beneficially Owned
or Controlled
|
Robert Brian Murray,
Ontario,
Canada
|
President of Murcon
Ltd., a financial consulting firm since 1990
|
NIL
|
Chris Hopkins,
Ontario, Canada
|
Consulting CFO,
self-employed
|
NIL
|
Ian Robert Mellon,
Ontario, Canada
|
Self-employed
|
NIL
|
Other Boards of Reporting Issuers
As at the date of this Requisition, the directorships held by
each of the Concerned Shareholder Nominees in reporting issuers (or
the equivalent) in Canada or
otherwise, are as set out below:
Concerned
Shareholder Nominees
|
Other Reporting
Issuers
|
Robert Brian
Murray
|
Braveheart Resources
Inc.
Cava Resources
Inc.
Gorilla Minerals
Corp.
Pedro Resources
Ltd.
SBD Capital
Corp.
Stina Resources
Ltd.
|
Chris
Hopkins
|
Cava Resources
Inc.
Pedro Resources
Ltd.
ScoZinc Mining
Ltd.
Stina Resources
Ltd.
|
Other Information Concerning the Concerned Shareholder
Nominees
Except as set out below, to the knowledge of the Concerned
Shareholders, no Concerned Shareholder 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 Concerned Shareholder 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
Concerned Shareholder 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 Concerned Shareholder Nominee was acting in that
capacity, or within one (1) year of such Concerned Shareholder
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 Concerned Shareholder Nominee.
Brian Murray was a director of
Process Capital Corp when it was ceased traded in May 2012 by the Ontario Securities Commission
("OSC"), the Alberta Securities Commission ("ASC")
and the British Columbia Securities Commission ("BCSC") for
failing to file certain required financial statements and related
filings. The company currently remains cease traded. Mr. Murray
resigned from the board of directors of Process Capital Corp. in
June 2017.
Brian Murray was a director of
High American Gold Inc. (now Antioquia Gold Inc.) ("High
American") when it was cease traded in August 2002 by the OSC, the ASC and the BCSC for
failing to file its annual financial statements and related
filings. On March 5, 2008, the OSC
issued a full revocation of the cease trade order issued on
August 26, 2002 against High
American. The BCSC and the ASC also issued full revocations of the
cease trade orders previously issued against High American
effective March 6, 2008 and
March 10, 2008, respectively.
Brian Murray was a director of
Explorers Alliance Corp. ("Explorers Alliance") in
February 2002 when it had cease trade
orders issued against it by the OSC, the ASC and the BCSC for
failure to file financial statements. Explorers Alliance currently
remains cease traded; however, Mr. Murray resigned from his
position as a director in January
2008.
Brian Murray was a director of
Leasecor Equipment Finance Inc., a private company, which filed a
proposal under the Companies' Creditors Arrangement Act (CCAA) in
January 2008 and became bankrupt
thereafter.
To the knowledge of the Concerned Shareholders, as at the date
hereof, no Concerned Shareholder 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 Concerned Shareholder Nominee.
To the knowledge of the Concerned Shareholders, none of the
Concerned Shareholders or directors or officers of the Concerned
Shareholders, or any associates or affiliates of the foregoing, or
any of the Concerned Shareholder 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 Concerned
Shareholders intend to requisition a meeting of shareholders (the
Meeting), 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 Concerned Shareholders' nominees. In connection with
the Meeting, the Concerned Shareholders may file a dissident
information circular (the Information Circular) in due
course in compliance with applicable securities laws.
Notwithstanding the foregoing, the Concerned Shareholders 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 Concerned
Shareholders in advance of the Meeting is, or will be, as
applicable, made by the Concerned Shareholders, and not by or on
behalf of the management of Alexandria. All costs incurred for any
solicitation will be borne by the Concerned Shareholders, provided
that, subject to applicable law, the Concerned Shareholders may
seek reimbursement from Alexandria
of the Concerned Shareholders' out-of-pocket expenses, including
proxy solicitation expenses and legal fees, incurred in connection
with a successful reconstitution of the board.
The Concerned Shareholders 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
Concerned Shareholders' nominees (in respect of the Meeting).
Proxies may be solicited by the Concerned Shareholders pursuant to
an Information Circular sent to shareholders after which
solicitations may be made by or on behalf of the Concerned
Shareholders, by mail, telephone, fax, email or other electronic
means as well as by newspaper or other media advertising, and in
person by the Concerned Shareholders, who will not be specifically
remunerated therefor. The Concerned Shareholders 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 Concerned
Shareholders may engage the services of one or more agents and
authorize other persons to assist in soliciting proxies on behalf
of the Concerned Shareholders.
The Concerned Shareholders are not requesting that Alexandria shareholders submit a proxy at this
time. Once the Concerned Shareholders 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 Concerned Shareholders
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