TORONTO, March 22, 2018 /CNW/ - Mr. Eric Owens, a founder, director and former CEO
of Alexandria Minerals Corporation (TSX-V:AZX) (OTCQB:ALXDF)
(Frankfurt:A9D) (Alexandria
or the Company) and Mr. Antonios Dan
Palikrousis, a shareholder of Alexandria, have commenced an Application
against Peter Gundy, Walter Henry, Gary
O'Connor, Priya Patil
(collectively, the Affected Directors), and Alexandria in the Ontario Superior Court of
Justice (Commercial List) (the Court).
Mr. Owens and Mr. Palikrousis, with the support of the Concerned
Shareholders ("The Founder's Group"), are taking these steps in
order to ensure that the interests of Alexandria and its shareholders are adequately
protected. They have serious concerns that absent any Court
intervention, the conduct of the Affected Directors will continue
to put Alexandria at risk.
The Founder's Group regret having to resort to seeking the help
of the Court; however, they have been left with no other option
given the conduct of the Affected Directors, as alleged in the
Notice of Application. The Affected Directors have failed to act in
the best interests of Alexandria
and its shareholders and must be restrained from taking further
actions which could damage Alexandria, until a special meeting of the
shareholders is held in a timely manner to consider the replacement
of the Board of Directors. Alexandria announced in a press release on
March 16, 2018 that a special meeting
of shareholders will be held on July 24,
2018. This date, over four months from now, was not
discussed by or set by the Board of Directors. The failure of the
Board to choose the earliest possible date for the special meeting
places Alexandria at further
financial risk.
The concerns raised in the Application stem primarily from the
Affected Directors inability to pursue a coherent strategic vision
for Alexandria that it is in line
with the reasonable expectations of its shareholders. The Affected
Directors have instead been exhausting valuable company resources,
while narrowly focusing on potential transactions which undervalue
Alexandria without apparent regard
for how to pay for their activities. The now entrenched Special
Committee has legal counsel and a financial advisor, over and above
those of the company, apparently expected to be paid for by
shareholders.
Management had worked diligently and successfully to secure a
financing that would provide the capital needed to move
Alexandria forward. However, Mr.
Gundy and the Special Committee have refused to vote on the
financing, despite the funds being available, raising questions
about their ability to act in the best interests of Alexandria.
The Affected Directors' conduct which the Court is being asked
to examine includes, but is not limited to:
- Their failure to act in the best interests of Alexandria;
- Their failure to adequately consider and vote on the financing
that had been secured by management, and which management had been
tasked with pursuing, at a time when the funds are needed by
Alexandria;
- Their failure to continue with the drill program previously
approved by the Board of Directors, thereby stunting the growth and
development of Alexandria's
resources;
- Their pursuit of a transaction, to the exclusion of other
viable options, which undervalued Alexandria, favoured a certain group of
shareholders and appears to be to the detriment of all other
shareholders;
- Their improper restriction, investigation and termination of
members of management as retribution for doing what was in the best
interests of Alexandria and its
shareholders;
- Their misleading disclosures regarding the legitimate financing
activities of management and other false and inflammatory
statements regarding management; and
- Their failure to have an adequate management structure in place
which can properly lead Alexandria
to a realization of its potential value.
As a result of the above alleged conduct of the Affected
Directors, as provided for in the Notice of Application, Mr. Owens
and Mr. Palikrousis seek relief from the Court which includes but
is not limited to:
- An order appointing an independent chair for the special
meeting of the shareholders;
- An order requiring the special meeting of the shareholders to
be held as soon as reasonably practicable;
- An order restraining the Affected Directors and Alexandria from entering into any material
transactions without approval of the Court or Alexandria's shareholders; and
- A declaration that the Affected Directors have engaged in
conduct that is oppressive and unfairly prejudicial to and unfairly
disregards the interests of the applicants.
- Mr. Owens and Mr. Palikrousis are looking forward to having the
Court determine these matters and ensuring that Alexandria is returned to its path to
success.
SOURCE Concerned Shareholders of Alexandria Minerals
Corporation