TORONTO, July 16, 2018 (GLOBE NEWSWIRE) -- The following is a statement from the Founder’s Group:
While the Founder’s Group has a great deal of respect for each of these fine organizations, we would like to point out that Eric Owens and his team were not contacted by either of them and asked about Mr. Owens’ vision for Alexandria, or to comment on the many inaccuracies promulgated by Alexandria’s current management, whom Mr. Owens is trying to remove from the Board so he may continue to implement his vision of exploration and discovery. Had they done so, they might have understood that in a desperate attempt by current management to entrench itself, neither of these organizations received an accurate picture from current management of the state of affairs at Alexandria. For instance, it is clear to us that Mr. Owens’ employment was terminated because he requisitioned the special meeting to be held on July 24, 2018 and not because of an “unauthorized financing” – if current management didn’t want financing, why do they include a financing strategy as part of their “new corporate direction”? In fact, while the mandate of the special committee included broad instructions to look at a variety of alternatives, Mr. Owens believes it focussed on only one to the exclusion of all else; namely, a premature sale of the Company. Without that background, it is easy to see how an inaccurate picture might emerge.
What might also have emerged is the machinations undertaken by the Company since Mr. Owens announced on February 9, 2018 (prior to his improper termination, and not afterwards as current management would have shareholders believe) to make the playing field on which this proxy contest is unfolding as uneven as possible. In addition to hiring very expensive outside agents (a proxy solicitation firm, a law firm, and two financial advisory firms) all of which is being funded out of the treasury of the company (bolstered by the sale of its assets) and therefore paid for by the shareholders, the Company to date has refused to agree to a fair and even-handed meeting protocol, has sought to confuse shareholders by re-nominating for election the very directors which the shareholders will decide whether to remove from the board (and then introduced a confusing regime where even spoiled ballots will cause their incumbent nominee directors to receive votes that should otherwise be disallowed – leading to a potential result where the shareholders determine to remove the directors on one resolution only to have them be put back due to some spoiled ballots on another resolution) and has engaged in juvenile tactics such as altering shareholder information records to make them difficult to read prior to handing them over to Mr. Owens.
In so doing, this current management has claimed to be acting in accordance with “market practices” – as if the fact that there are other regrettable examples of proxy battles where the issuer has acted dishonourably is an excuse to do so here. In fact, the Founder’s Group believes current management’s attempts to gain some technical advantage by engaging in these unsavoury practices does every shareholder of Alexandria a disservice. The shareholders are entitled to make decisions between the positions put forward by the parties who have each been afforded the same opportunities to make its case so that informed, reasoned votes can be cast.
The simple truth is that fair proxy contests can only be held if management cooperates – certain information, as well as the conduct of the disputed meeting, is in the purview of the issuer and until the rules are changed to level the playing field other contestants are dependent on management to act with integrity. There should be no room for underhanded tactics simply because they can.
Reach out to Mr. Owens directly by email eric.owens@votefoundersgroup.ca , phone (416)-509-5385 or website www.votefoundersgroup.ca . Need help voting? Call Navigator Ltd. by telephone at 1-(844) 846-0441 or email proxy@votefoundersgroup.ca .
For more information:
Mike Van Soelen, Navigator Ltd mvansoelen@navltd.com (416) 307-3039
Disclaimers
Eric Owens has not sought or obtained consent from any third party to the use herein of previously published information. Any such information should not be viewed as indicating the support of such third party for the views expressed herein.
Except for the historical information contained herein, the matters addressed in these materials are forward-looking statements that involve certain risks and uncertainties. You should be aware that actual results could differ materially from those contained in the forward-looking statements. Eric Owens does not assume any obligation to update the forward-looking information other than as required by law.
Information in Support of Public Broadcast Solicitation
Eric Owens is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations (“ NI51-102 ”) and section 150(1.2) of the Canada Business Corporations Act to make this public broadcast solicitation. The following information is provided in accordance with securities and corporate laws applicable to public broadcast solicitations.
This solicitation is being made by Eric Owens, and not by or on behalf of the management of Alexandria Minerals Corporation (“Alexandria”). The registered and mailing address of Alexandria is 1 Toronto Street, Suite 201 Toronto, Ontario M5C 3B2.
Eric Owens has filed an information circular containing the information required by NI51-102 Form-102F5 – Information Circular in respect of the Founder’s Nominees, which is available under Alexandria’s profile on SEDAR at www.sedar.com.
A registered holder of shares of Alexandria that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided or as otherwise provided in the proxy circular accompanying such proxy; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Alexandria at any time up to and including the last business day preceding the day the Meeting or any adjournment or postponement of the Meeting is to be held, or (ii) with the chairman of the Meeting prior to its commencement on the day of the Meeting or any adjournment or postponement of the Meeting; or (c) in any other manner permitted by law. A non-registered holder of shares of Alexandria will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non- registered holder by its intermediary.
Proxies for the Special Meeting may be solicited by mail, telephone, email or other electronic means as well as by newspaper or other media advertising, and in person by associates, agents, representatives and employees of Eric Owens, who will not be specifically remunerated therefor. In addition, Mr. Owens may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian 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. Mr. Owens may engage the services of one or more agents and authorize other persons to assist him in soliciting proxies should he commence a formal solicitation of proxies. In this regard, Mr. Owens has entered into an agreement with Navigator Ltd., which has agreed to act, in addition to other capacities, in a capacity to assist Mr. Owens in the oversight and solicitation of proxies in connection with the Meeting. Pursuant to this agreement, Navigator Ltd. will be paid a fee of $15,000 for this activity. All costs incurred for the solicitation will be borne by Mr. Owens. Dan Palikrousis has contributed funds to Mr. Owens to defray the costs of such solicitation; as a result he may also be deemed to be a “solicitor” within the meaning of applicable securities laws.
To the knowledge of Mr. Owens, neither he nor any of his associates or representatives, nor any of the Founder’s Nominees, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of Alexandria' 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) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted upon at the Meeting, other than the election of directors of Alexandria.
