Following a whistleblower complaint brought to the Board of
Directors (the “
Board”) of Mason Graphite Inc.
("
Mason Graphite" or the
“
Company") (TSX.V: LLG; OTCQX: MGPHF), the Board
confirms that after proper due diligence was conducted, it is
submitting today the said complaint to the Autorité des marchés
financiers (AMF) for further investigation. As well, in the context
of the upcoming contested meeting and in line with good corporate
governance practices, the complaint is being disclosed publicly.
The whistleblower’s complaint pertains to Mr. Simon Marcotte and
his alleged violation of corporate securities trading policies. The
complaint was investigated by the Company’s Audit Committee and its
legal counsel before being forwarded to the Board.
Mr. Simon Marcotte, who is a former Mason
Graphite employee, is Fahad Al Tamimi’s
(“Al-Tamimi”) candidate to become the next CEO of
Mason Graphite. Additionally, Marcotte is a nominee on Al-Tamimi’s
proposed dissident Board slate and he is also the acting
spokesperson for Al-Tamimi, who seeks to take control of Mason
Graphite with less than 10% of the total shares owned. This is
another example of how ill-prepared Al-Tamimi and his proposed
nominees are to lead Mason Graphite.
INFORMATION SURROUNDING THE
COMPLAINT
On November 12, 2020, the Chair of Mason
Graphite’s Audit Committee received a complaint pursuant to the
Whistle Blowing Policy of the Company (the
“Policy”) concerning the acts of a former
employee, Simon Marcotte.
THE INQUIRY
The Chair of the Audit Committee engaged outside
legal counsel to do a formal inquiry in accordance with the Policy
and to report back to the Audit committee.
The inquiry led to additional and unsuspected
findings relating to misappropriation of confidential corporate
information and selective disclosure. While said inquiry is still
ongoing, the Company feels it has the obligation to disclose this
crucial information that illustrates Simon Marcotte’s
inappropriate, unethical and unprofessional behaviour.
Simon Marcotte requested a title change
to evade insider trading reports
- Simon Marcotte
was responsible for investors relations for Mason Graphite from
2015 to the end of 2019, first as Vice-President of Investor
Relations of the Company until February 23, 2018 and then as
Director of Investor Relations from that date on, until his
departure on October 8, 2019.
- The change of
title was made at Marcotte’s request so he could cease to be a
“reporting insider” pursuant to Canadian Securities Laws and no
longer have to file insider trading reports on SEDI. In an e-mail
sent to the then CEO of the Company on February 17, 2018, Marcotte
wrote that he needed money and needed “to be an ongoing seller” of
the Company’s common shares. He wanted to do that without having to
file insider trading reports, as it does not look good for a person
in charge of investor relations to sell stock. By doing so, his
transactions on common shares and options of the Company would go
unnoticed by the market.
- Marcotte
continued to be fully responsible for investor relations of the
Company after February 17, 2018 and until October 8, 2019.
- Marcotte
continued to have ongoing communications with the then CEO of the
Company. Given his Investor relations role, he was kept well
informed of all the plans and projects and confidential information
about the Company, whether related to financings, negotiations with
third parties, mergers and acquisitions, results of laboratory
tests in, communications with governments etc.
With insider knowledge in-hand, Simon
Marcotte transacted Mason Graphite securities
- At three
different times in 2018, Simon Marcotte exercised options to
acquire common shares of the Company.
- It is important
to note that the Board and officers of the Company have been in
black-out periods for most of the time since 2018 due to several
ongoing confidential projects and discussions with third parties.
As a result, none of the current directors and officers of the
Company have exercised any options since 2017.
IN LIGHT OF THE INFORMATION OUTLINED ABOVE, WE
REMIND MASON GRAPHITE SHAREHOLDERS THAT THEY SHOULD BE WARY ABOUT
AL-TAMIMI’S QUESTIONABLE HAND-PICKED SLATE OF NOMINEES. DO NOT BE
FOOLED - AL-TAMIMI’S SELECTIVE DISCLOSURE ABOUT HIS BOARD NOMINEES
IS CLEARLY ONLY TO SERVE HIS OWN AGENDA AT YOUR EXPENSE.
If shareholders have already voted in
favor of Al-Tamimi based on inaccurate information provided to
them, they can change their vote by simply voting again using
Management’s proxy prior to December 23, 2020 at 10:00 a.m.
(Eastern Time).
VOTE TO SUPPORT THE CURRENT
BOARD
In order to ensure that the opportunistic and
self-serving Al-Tamimi and his nominees are not given the
opportunity to take the reins of Mason Graphite, all shareholders
are encouraged to vote well in advance of the deadline of December
23, 2020 at 10:00 a.m. (Eastern Time).
Shareholders are encouraged to review
Management’s materials and vote using only Management’s proxy FOR
Management’s nominees. For up-to-date information please visit the
Company’s website at www.masongraphite.com.
SHAREHOLDER QUESTIONS AND VOTING
ASSISTANCE
Please contact the Company’s shareholder
communications advisor and proxy solicitation agent, Laurel Hill
Advisory Group at:
Toll Free: 1-877-452-7184
Email: assistance@laurelhill.com
About Mason Graphite
Mason Graphite is a Canadian corporation
dedicated to the production and transformation of natural graphite.
Its strategy includes the development of value-added products,
notably for green technologies like transport electrification. The
Company also owns 100% of the rights to the Lac Guéret graphite
deposit, one of the richest in the world. The Company is managed by
an experienced team cumulating many decades of experience in
graphite, covering production, sales, as well as research and
development.
Mason Graphite inc.
Ana Rodrigues at info@masongraphite.com or
1 514 289-3580
Head Office: 3030, boulevard Le Carrefour, suite
600, Laval, Quebec, Canada, H7T 2P5
Cautionary Statements
This press release contains "forward-looking
information" within the meaning of Canadian securities legislation.
All information contained herein that is not clearly historical in
nature may constitute forward-looking information. Generally, such
forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur" or "be achieved". Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking information, including but not limited to: (i)
volatile stock price; (ii) the general global markets and economic
conditions; (iii) the possibility of write-downs and impairments;
(iv) the risk associated with exploration, development and
operations of mineral deposits; (v) the risk associated with
establishing title to mineral properties and assets; (vi) the risks
associated with entering into joint ventures; (vii) fluctuations in
commodity prices; (viii) the risks associated with uninsurable
risks arising during the course of exploration, development and
production; (ix) competition faced by the resulting issuer in
securing experienced personnel and financing; (x) access to
adequate infrastructure to support mining, processing, development
and exploration activities; (xi) the risks associated with changes
in the mining regulatory regime governing the resulting issuer;
(xii) the risks associated with the various environmental
regulations the resulting issuer is subject to; (xiii) risks
related to regulatory and permitting delays; (xiv) risks related to
potential conflicts of interest; (xv) the reliance on key
personnel; (xvi) liquidity risks; (xvii) the risk of potential
dilution through the issue of common shares; (xviii) the Company
does not anticipate declaring dividends in the near term; (xix) the
risk of litigation; and (xx) risk management.
Forward-looking information is based on
assumptions management believes to be reasonable at the time such
statements are made, including but not limited to, continued
exploration activities, no material adverse change in metal prices,
exploration and development plans proceeding in accordance with
plans and such plans achieving their stated expected outcomes,
receipt of required regulatory approvals, and such other
assumptions and factors as set out herein. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such forward-looking information will prove to
be accurate, as actual results and future events could differ
materially from those anticipated in such forward-looking
information. Such forward-looking information has been provided for
the purpose of assisting investors in understanding the Company's
business, operations and exploration plans and may not be
appropriate for other purposes. Accordingly, readers should not
place undue reliance on forward-looking information.
Forward-looking information is made as of the date of this press
release, and the Company does not undertake to update such
forward-looking information except in accordance with applicable
securities laws.
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.
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