Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by restating the section titled Legal Proceedings in its entirety as
follows:
On December 4, 2020, Shiva Stein, a purported stockholder of the Company, filed a lawsuit against the Company and members of the
Companys board of directors (the Board) (together, Company Defendants) in the United States District Court for the District of Delaware captioned Shiva Stein v. The Goldfield Corporation, David
P. Bicks, Harvey C. Eads, Jr., John P. Fazzini, Danforth E. Leitner, and Stephen L. Appel, Case No. 1:20-cv-01656-UNA (the
Stein Complaint). The Stein Complaint alleges that the Schedule 14D-9 omits material information or contains misleading disclosures and that, as a result, (a) all Company Defendants violated Section 14(e) of
the Exchange Act, (b) all Company Defendants violated Section 14(d)(4) of the Exchange Act, and (c) each member of the Board violated Section 20(a) of the Exchange Act as control persons. As relief, the Stein Complaint seeks,
among other things, (1) to enjoin the proceeding and consummation of the Offer and the Merger unless or until the Company Defendants file revised disclosures; (2) in the event the Offer and the Merger are consummated, rescission, setting
it aside, or awarding rescissory damages; (3) an accounting of all damages suffered; and (4) plaintiffs attorneys and experts fees and expenses.
On December 7, 2020, Hector Llorens, a purported stockholder of the Company, filed a lawsuit against the Company Defendants in the United States District
Court for the Southern District of New York captioned Hector Llorens v. The Goldfield Corporation, David P. Bicks, Harvey C. Eads, Jr., John P. Fazzini, Danforth E. Leitner, and Stephen L. Appel, Case No.
1:20-cv-10297 (the Llorens Complaint). The Llorens Complaint alleges that the Schedule 14D-9 omits material information or contains misleading
disclosures and that, as a result, (a) all Company Defendants violated Section 14(e) of the Exchange Act, (b) all Company Defendants violated Section 14(d)(4) of the Exchange Act, (c) each member of the Board violated
Section 20(a) of the Exchange Act as control persons and (d) each member of the Board breached their fiduciary duty of candor/disclosure. As relief, the Llorens Complaint seeks, among other things, (1) to enjoin the proceeding and
consummation of the Offer unless or until the Company Defendants file revised disclosures; (2) an accounting of all damages suffered; and (3) plaintiffs attorneys and experts fees and expenses.
On December 9, 2020, Joseph T. Mauser, a purported stockholder of the Company, filed a lawsuit against the Company Defendants in the United States
District Court for the Southern District of New York captioned Joseph T. Mauser v. The Goldfield Corporation, David P. Bicks, Harvey C. Eads, Jr., John P. Fazzini, Danforth E. Leitner, and
Stephen L. Appel, Case No. 1:20-cv-10370 (the Mauser Complaint). The Mauser Complaint alleges that the Schedule 14D-9 omits material
information or contains misleading disclosures and that, as a result, (a) all Company Defendants violated Section 14(d)(4) of the Exchange Act, and (b) each member of the Board violated Section 20(a) of the Exchange Act as
control persons.. As relief, the Mauser Complaint seeks, among other things, (1) a declaration that the Schedule 14D-9 is materially false or misleading; (2) to enjoin the proceeding and consummation of the Merger unless or until the
Company Defendants file revised disclosures; (3) in the event the Merger are consummated, rescission, setting it aside, or awarding rescissory damages; (4) an accounting of all damages caused and any special benefits obtained as a result
of the alleged breaches of fiduciary duties; and (5) plaintiffs attorneys and experts fees and expenses.
On December 9, 2020,
Ron Suokko, a purported stockholder of the Company, filed a lawsuit against the Company Defendants in the United States District Court for the Southern District of New York captioned Ron Suokko v. The Goldfield Corporation, David P. Bicks,
Harvey C. Eads, Jr., John P. Fazzini, Danforth E. Leitner, and Stephen L. Appel, Case No. 1:20-cv-10387 (the Suokko Complaint). The Suokko
Complaint alleges that the Schedule 14D-9 omits material information or contains misleading disclosures and that, as a result, (a) all Company Defendants violated Section 14(e) of the Exchange Act, (b) all Company Defendants violated
Section 14(d)(4) of the Exchange Act, and (c) each member of the Board violated Section 20(a) of the Exchange Act as control persons and (d) each member of the Board breached their fiduciary duty of candor/disclosure. As relief,
the Suokko Complaint seeks, among other things, (1) to enjoin the proceeding and consummation of the Offer and the Merger unless or until the Defendants file revised disclosures; (2) an accounting of all damages suffered; and
(3) plaintiffs attorneys and experts fees and expenses.