Alexandria Minerals Corporation (TSX-V:AZX) (OTCQB:ALXDF)
(Frankfurt:A9D) (“AZX” or the “Company”) releases a new letter to
shareholders outlining the events leading up to the termination of
Eric Owens as the Company’s CEO, and warns against his
self-interested attempt to take control of AZX.
The Company’s Board of Directors urges shareholders to protect
their investment by voting on management’s BLUE proxy or voting
instruction form no later than 11:00 A.M. (Toronto Time) on Friday,
July 20, 2018.
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.
A copy of the letter is available at AZX’s issuer profile at
www.sedar.com and is included below. Letter to the
shareholders:
Dear Fellow Shareholder,
Your vote in connection with Alexandria’s July 24, 2018 special
meeting of shareholders will decide the future of your
investment. It is important that you vote
today.
Disgruntled former CEO, Eric Owens, has requisitioned this
meeting in an attempt take control of your company. Owens was
terminated after he was caught engaging in an unauthorized and
dilutive financing scheme offered to a limited network of his
family and friends. On top of that, we have recently learned
Owens may have misled the market about a 2017 drilling program at
our Orenada project with a flawed 43-101 resource estimate. Now, in
retaliation, Owens is attempting to remove three of Alexandria’s
independent directors and replace them with his own handpicked
nominees.
Only your vote for management’s director nominees on the
BLUE proxy or voting instruction form can stop Owens from taking
control of your company and put an end to this costly
distraction.
You should know Owens’ expensive and time-consuming proxy fight
has included a desperate campaign of misinformation and costly
distractions. He’s even taking advantage of a legal loophole which
requires us to include his statement as part of this mailing. We
encourage you to instead carefully review the events leading up to
Owens’ termination and ensure you’re fully informed about his
attempts to benefit himself — and prospective shareholders — at the
expense of you as a current shareholder.
Timeline of Events: - December 15,
2017: Alexandria’s Board of Directors (the “Board”)
announces a special committee of independent directors (the
“Special Committee”) to undertake a comprehensive review of
strategic alternatives, including potential transactions to improve
shareholder value which had been static under Owens’ leadership for
most of the year.
- December 29,
2017: Owens notifies the Board of his intention to
pursue an alternative dilutive financing. The Board advises
Owens that he does not have Board approval to do so and that
strategic alternatives including a financing were being considered
by the Special Committee. - January 5, 2018: After
Owens makes clear that he is intent on pursuing his unapproved
dilutive financing scheme, the Board directs Owens in writing to
stop accepting subscriptions. - January 25, 2018:
After learning that Owens continued to seek alternative financing
and accepted prospective investors’ funds into his personal
lawyer’s trust account, the Special Committee engages external
investigators to conduct a review of Owens’ conduct. Owens
refuses to cooperate with the investigation. - February
2018: The third-party investigation reveals that, without
the Board’s knowledge or approval, Owens has signed two agency
agreements to raise $21.5 million by significantly diluting current
shareholders by 55% at a price that was well below Alexandria’s
share price at the time. Approximately $5 million of this money was
held in trust by Owens’ personal attorney. - February 13,
2018: Owens is terminated for cause as CEO for, among
other things, engaging in unauthorized efforts to solicit investors
in an alternative financing, directing his subordinates to do so
contrary to Board directives, and refusing to cooperate with the
third-party investigation. - February 26, 2018:
Owens files a requisition of shareholder meeting and launches this
costly and distracting proxy fight.
Our current Board has a credible plan that puts your
interests first and is supported by a large number of
shareholders.
We recently announced that Eric Sprott and Sprott Inc. —
two of Alexandria’s top shareholders owning or exercising control
or direction over approximately 6.95% and 3.28%, respectively — are
supporting and have committed to vote for management’s director
nominees at the special meeting of shareholders. You are now
being asked to choose between two competing visions of
Alexandria: The Board’s vision involves a new corporate
direction which includes non-dilutive financings, a refocus on our
core assets, and a new experienced and credible management
team. In contrast, Owens’ handpicked slate is offering a
vague, self-interested, and risky scheme with dilutive financings
and a continuation of an ill-fated and costly drilling program
formerly initiated by Owens.
|
OUR PLAN |
|
OWENS’ PLAN |
|
A REFRESHED BOARD:
|
|
Alexandria’s management nominees possess the relevant experience,
industry knowledge, and external credibility required to build
value for shareholders.
|
|
Owens’ handpicked nominees have less public director experience,
less share ownership, and duplicate skill sets the Board already
has. |
|
MANAGEMENT:
|
|
A consideration of qualified candidates for management with
experience, proven expertise and skills to leverage the many
opportunities available to the Company. (Unfortunately,
Owens’ distracting proxy fight has stalled our search.) |
|
Owens as CEO? (While Owens makes no mention of his plans for
management, we fully expect Owens’ handpicked nominees to
re-install him as CEO.) |
|
FINANCING:
|
|
Non-dilutive measures including the sale of non-core assets to fund
a multi-year drilling program at our core asset straddling the
Cadillac Break. |
|
A
continuation of Owens’ financing activities which would dilute
current shareholders by 55% to the benefit of his friends and
family. |
|
MINING FOCUS:
|
|
Focusing on our core asset straddling the Cadillac Break
prioritizing those targets demonstrated to have the size and grade
potential to host significant mineralization. |
|
“Exploring the Val d’Or QC property”. (As CEO, Owens already
spent approximately $9.2 million of shareholder funds on an
unsuccessful and ill-directed 2017 drilling program at the
Company’s Orenada Project in Val d’Or. How much more
shareholder money will Owens’ handpicked nominees allow him to
spend?) |
|
Your vote will determine Alexandria’s future and the
value of your investment.
Only Alexandria’s nominees have a clear,
credible plan and are committed to optimizing shareholder value. We
urge you to stop Owens and to avoid turning over control of
Alexandria’s direction to Owens’ handpicked slate of nominees.
Owens has already proven to you that he cannot create shareholder
value and that his interests aren’t aligned with yours.
Management of Alexandria unanimously recommends
that you vote on the BLUE proxy or voting instruction form:
- FOR the Board Size Resolution
- FOR the Former CEO Removal Resolution
- FOR the New Alexandria Director
- AGAINST the Dissident Director Removal Resolution
- FOR Management Nominees Peter Gundy, Walter Henry and Gary
O’Connor
- WITHHOLD from voting for Owens’ Dissident Nominees
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. 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.
Sincerely, Peter Gundy Chairman 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
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