It is unfortunate that
Mason Graphite inc. ("Mason
Graphite", the “Company" or “MGI”) (TSX.V: LLG; OTCQX: MGPHF)
continues to be forced to correct dissident Al-Tamimi’s dishonest
tactics to ensure shareholders have the complete facts to make an
informed decision.
While Mason Graphite is stewarding the Company
in the best interests of all shareholders, Al-Tamimi, in a
self-interested effort to fool Mason Graphite shareholders, issued
a press release on December 18, 2020 that wilfully cherry-picked
certain sections of a report from Glass Lewis & Co. (“Glass
Lewis”) while also disregarding the key overall messages of the
report: Al-Tamimi’s strategic plan is “nebulous”, his slate is
over-represented, only one (1) dissident nominee who is not already
being nominated by Management is supportable, and he proposes a
questionable CEO.
Glass Lewis agrees with Mason Graphite as
follows:
AL-TAMIMI LACKS ANY SEMBLANCE OF
STRATEGIC DIRECTION
Glass Lewis expresses this very clearly in their
view that “the Dissident’s plan is nebulous and makes no effort to
describe the fundamental tenets of a plan which has purportedly
been formulated for nearly a year.” Furthermore, Glass Lewis
continued on as set out below:
“…we are concerned the Dissident, armed with the
opportunity to publicly articulate his own strategic vision, is
either unable or unwilling to provide investors greater insight
into the very plan which would be expected to improve MGI’s
performance… This omission is especially questionable, given the
degree of Board and executive change contemplated (by Mr.
Tamimi).”
As the board of directors of Mason Graphite (the
“Board”) confirmed in a press release on December 14, 2020: The
dissident NEVER presented a strategic plan or supported alternative
to Mason Graphite’s integrated Value-Added Products strategy to
seize the market opportunity around industrial minerals and
processed graphite-based products.
AL-TAMIMI IS ALREADY OVER-REPRESENTED ON
THE BOARD
Glass Lewis states: “Mr. Al-Tamimi… already
wields heavily disproportionate influence on the six-member board.
An expansion of that influence to a degree affording potential
unilateral discretion appears to stand at odds with the Dissident’s
disinterest in providing the remainder of Mason graphite investors
with a more comprehensive financial and operational roadmap and
greater guarantees that any new board candidates are not there to
simply rubber stamp Mr. Al Tamimi’s pre-determined preferences
around strategic direction and executive composition.”
In the same press release issued on December 14,
2020, Mason Graphite pointed to the fact that with two (2) board
seats, Al-Tamimi is already overrepresented and currently controls
33% of the Board votes. This is clearly an amount way beyond his
9.9% equity position in the Company. Once again, this illustrates
the Board’s repeated efforts to accommodate Al-Tamimi and his
endless demands. Furthermore, Mason Graphite’s single largest
investor, Investissement Québec, with 12.5% of the issued and
outstanding shares, holds only one seat on the current Board and
would not be on Al-Tamimi’s board at all despite their contractual
right to hold a seat on the Board.
As evidenced above, Glass Lewis shares Mason
Graphite’s concern over Al-Tamimi’s proposed absolute control of
the Board should his nominees be voted in. Mason Graphite would
like to remind shareholders that Al-Tamimi’s Board nominees will
only serve his agenda at the expense of all other shareholders.
AL-TAMIMI’S HIGHLY QUESTIONABLE CHOICE
FOR THE NEXT CEO OF MASON GRAPHITE: SIMON MARCOTTE
Glass Lewis notes their concern that
Al-Tamimi:
“…who elsewhere heavily messages his
preferences, has not credibly established intention to undertake a
measured exploration of the most compelling senior executives for
MGI if his solicitation is completely successful… Mr. Tamimi does
not provide what we consider to be comprehensive reasoning as to
why Mr. Marcotte, who the board glancingly derides as a former
investor relations officer with purportedly questionable ethics,
should be viewed as the best possible outcome for MGI and its
unaffiliated investors.”
As illustrated above, Glass Lewis also shares
Mason Graphite’s views on Al-Tamimi’s proposal to appoint Simon
Marcotte to the vital role of the next CEO of Mason Graphite. Mason
Graphite reminds shareholders of their December 16, 2020 press
release which confirmed they had forwarded a whistle-blower
complaint to the Autorité des marchés financiers pertaining to
Simon Marcotte as he requested a reduced title with no reduction in
pay, responsibility or access to insider knowledge, to avoid
trading disclosure requirements and to have the ability to trade
because of financial concerns.
The Board of Directors of Mason Graphite
reiterates that:
- It has shown an
openness and a willingness to collaborate with Al-Tamimi, however,
they will not blindly follow his demands as the Board will continue
to fulfill its fiduciary duty to ALL shareholders.
- It is focused on
a sound strategic plan which it developed around the growing market
demand and superior economics for value-added products. That
plan which demonstrated foresight and market knowledge was
supported by the entire board, including the representative of
Al-Tamimi.
- In direct
contrast to Al-Tamimi’s nominees, the current Board has the depth
and expertise to deliver on their plan to provide superior
shareholder value.
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 without paying
shareholders a premium, all shareholders are encouraged to vote
using Management’s proxy well in advance of the deadline on
December 23, 2020 at 10:00 a.m. (Eastern Time).
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.
For more information, please
visit www.masongraphite.com
Mason Graphite Inc.Ana Rodrigues
at info@masongraphite.com or 1 514 289-3580Head 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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