Leading Proxy Advisory Firms Reject Terminated CEO’s Attempt to Retake Control of Alexandria Minerals
13 Juli 2018 - 4:40PM
Alexandria Minerals Corporation (TSX-V:AZX) (OTCQB:ALXDF)
(Frankfurt:A9D) (“AZX” or the “Company”) announces that leading
independent proxy advisory firms Institutional Shareholder Services
Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis") recommended
that the Company's shareholders vote FOR all of management’s
resolutions at its special meeting of shareholders (the “Meeting”)
on July 24, 2018.
Disgruntled ex-CEO Eric Owens requisitioned the Meeting after he
was terminated for cause for engaging in an unauthorized and
dilutive financing scheme offered to a limited network of his
family and friends. Now, in retaliation, Owens is attempting to
remove three of Alexandria’s independent directors and replace them
with his own handpicked nominees.
In reaching its recommendation, ISS stated the following:
“Given the adequate process followed by the board in its
determinations and given the management's sound business strategy,
the dissident has not made a compelling case for change.”
Glass Lewis wrote:
“After reviewing the relevant circumstances here, we are not
convinced that the Dissident Group has made a compelling case to
warrant the replacement of a majority of the Company’s board at
this time”
“The current board (sans Mr. Owens) appears to us to be actively
taking active steps to evaluate strategic alternatives that could
maximize shareholder value.”
“…the board simply wants to consider all other available
alternatives that could maximize shareholder value, including a
possible sale of the Company at a market premium, before
considering what could be a significant and highly dilutive equity
financing. We believe that such an approach is highly sensible and
that the current board should be given time to complete its ongoing
review. Moreover, we find no firm evidence to suggest that the
board has taken any steps during its strategic review process that
have harmed shareholder value.”
“In comparison, we find the recent actions of Mr. Owens to be
highly problematic. Specifically, that Mr. Owens seemingly
circumvented the board’s explicit instructions to cease his pursuit
of organizing his own financing package paints a picture of a
now-former CEO who may have a tendency of acting rogue, which in
turn may raise concerns regarding Mr. Owens’ level of
responsiveness to board directives and perhaps to shareholders’
interests.”
“We are pleased that the leading independent proxy advisory
firms have carefully reviewed the facts and arguments made by both
Alexandria and the dissident and are categorially repudiating
Owens’ attempt to retake control of the Company," said Peter Gundy,
Chairman of the Board. “We’d like to thank all shareholders for
their support, to date — including top shareholders such as Sprott
Inc. and Eric Sprott. This support, along with the recommendations
of the proxy advisors, is a validation of our refreshed board of
experienced and qualified nominees and our new corporate direction
which includes non-dilutive financings, a refocus on our core
assets, and new management team.”
Vote today to protect your investment and to rebuild
shareholder value
Shareholders are encouraged to read the Company’s proxy
materials filed on SEDAR (www.sedar.com) and vote only 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
The deadline to vote is 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. Shareholders who may have voted the
dissident proxy can still change their vote by now submitting the
BLUE proxy, as it is the later dated proxy that will be counted at
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.
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)
Historical Stock Chart
Von Dez 2024 bis Jan 2025
Alexandria Minerals (TSXV:AZX)
Historical Stock Chart
Von Jan 2024 bis Jan 2025