Concerned Shareholders of Maudore Minerals Ltd. Express Concerns About Company Behaviour
TORONTO, ONTARIO–(Marketwire – June 21, 2012) – A group of concerned shareholders (the "Concerned Shareholders") of Maudore Minerals Ltd. ("Maudore" or the "Company") led by Mr. Rex Harbour wish to provide Maudore shareholders with an update on recent developments at Maudore which have caused great concern.
The Concerned Shareholders, who own or control approximately 18.4% of the issued and outstanding shares of Maudore, have serious reservations about the ability and technical expertise of Maudore's current management and the conduct of its board of directors. The board of directors currently consists of Ronald Shorr, Robert Pevenstein, Stephen McGruder, Morris Beattie and Scott Jobin-Bevans. Further, through recent developments, it has become clear that the existing board are not interested in protecting and maximizing the best interests of all shareholders.
MAUDORE'S TACTICS TO PREVENT THE EXERCISE OF SHAREHOLDER RIGHTS
The Concerned Shareholders have actively communicated their concerns about the direction of Maudore to Maudore's board in an attempt to avoid a costly proxy contest. Unfortunately, each constructive approach by the Concerned Shareholders has been met by delay tactics, double-talk, and other inappropriate action including:
- the introduction of burdensome and ambiguous by-law requirements that the Concerned Shareholders believed are primarily designed to frustrate their ability to present alternative board options to the shareholders at large;
- refusals to provide the Concerned Shareholders with information about shareholders to which they are legally entitled;
- repeated postponements of the annual and special meeting of shareholders (the "Meeting"); and
- the shifting of the record date for the Meeting.
Maudore initially scheduled the Meeting for June 8, 2012. In late April, pursuant to their rights under Canadian securities law, the Concerned Shareholders requested the lists of registered and non-objecting beneficial shareholders ("NOBOs") from the Company. After receiving our request, Maudore changed the meeting date to June 29, 2012.
Maudore then failed to provide any of its shareholders lists until the Concerned Shareholders advised that it intended to apply for a court order to obtain the lists. Maudore then agreed to provide all requested lists but subsequently reversed its commitment with respect to delivering the US NOBO list. To date, Maudore has failed to provide the US NOBO list, despite the fact that Maudore took possession of this list on May 31, 2012. These tactics unfairly limit the Concerned Shareholders' ability to communicate with a crucial segment of the Company's shareholder base and deny shareholders their right to make informed decisions about the future of Maudore. We have raised our concerns with Maudore's principal securities regulator and the TSX Venture Exchange and intend, if necessary, to institute legal action to ensure that shareholders are given sufficient opportunity to consider all information prior to the Meeting.
In another attempt to frustrate the Concerned Shareholders' ability to present an alternative slate of directors, Maudore's board of directors announced a new by-law on May 25, 2012. This new by-law placed onerous restrictions on the ability of shareholders to nominate alternative directors and set a 10-day deadline to provide such information. The by-law provides no guidance as to the size of the board, and as such, makes it impossible for a shareholder giving notice of a slate of nominees to ensure that they are proposing sufficient nominees for a full board replacement. When we requested clarification on this point, Maudore refused to address this ambiguity.
Despite these obstacles imposed by Maudore, the Concerned Shareholders complied with the by-law's advance notice requirement to the best of their ability by providing advance notice of their list of nominees by the imposed deadline of June 4, 2012.
On June 5, 2012, immediately following its receipt of the Concerned Shareholders' advance notice, Maudore again changed both the meeting date and record date for the Meeting. The Meeting is now scheduled to be held on July 19, 2012, and the record date for the Shareholders' Meeting has been pushed back over a month to June 8, 2012. By making such changes, Maudore will allow individuals who were not Maudore shareholders at the time of either the delivery of the Concerned Shareholder's notice or the original record date to unduly influence the meeting. In addition, by changing the record date, Maudore has further confused the requirements of its by-law as it requires the delivery of an advance notice far in advance of the new record date, while simultaneously requiring that the notice include information "as of" the record date.
The recent resignations of independent directors Yale Simpson and Anne Slivitzky confirm that all is not well at Maudore. That Maudore was unable to retain such individuals who are highly qualified, technically experienced and intimately familiar with the workings of Maudore is clear evidence that current management is not suited to run the company. The recent creation of an ad hoc technical advisory board is an insufficient and reactionary measure that does not address the knowledge gap at the top at Maudore.
ENOUGH IS ENOUGH!
The Concerned Shareholders will be proposing an alternative slate of highly-qualified directors to replace the incumbent group which has been responsible for the severe lack of progress at Maudore. Information on the background of the Concerned Shareholders' director nominees, as well as detailed reasons to support the Concerned Shareholders' plan to unlock shareholder value, will be set out in an information circular to be filed on www.sedar.com in the near future. In this regard, the Concerned Shareholders have retained Blake, Cassels & Graydon LLP as legal advisors and Phoenix Advisory Partners as proxy advisors.
The Concerned Shareholders are confident that their proposed slate of directors will bring accountability, experience and dynamic leadership to Maudore, while adding value to protect the interests of all Maudore shareholders. While the Concerned Shareholders believe that this is a decision for all Maudore shareholders to make freely and on a fully informed basis, it has unfortunately become clear that existing management is intent on using any means necessary to attempt to prevent shareholders from being able to evaluate all the alternative options for Maudore.
The Concerned Shareholders will continue to take all necessary steps to ensure a level playing field at the upcoming Meeting and demand that Maudore immediately halt its continued attempts to entrench management and to disenfranchise shareholders.
This press release does not constitute a solicitation on behalf of the Concerned Shareholders. No proxy circular has been filed or disseminated in connection with this press release.
Neither 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.
Phoenix Advisory Partners