TORONTO, Sept. 11, 2019 /CNW/ - Orefinders Resources
Inc. ("Orefinders" or the "Company") (TSX.V: ORX) attended Mistango
River Resources Inc. ("Mistango") (CSE: MIS) shareholder
meeting on September 10, 2019 held at
Mistango's offices in Kirkland Lake,
Ontario.
The meeting was convened as scheduled at 10AM and began with meeting scrutineer, TMX
Group, announcing that 82% of Mistango's outstanding shares have
been voted and accounted for. Immediately following this, Mistango
and meeting Chairman Donald Kasner
abruptly adjourned the meeting thereby cancelling the shareholder
vote.
For clarity, before adjourning the shareholder meeting, Mr.
Kasner and Mistango's Board of Directors were fully informed of the
results of the shareholder vote. They then cancelled the
shareholder vote citing that 82% of shares represented was not
sufficient. We note that in Mistango's June 29, 2017 Annual General Meeting, only 39.6%
of shareholders voted, which was accepted given that the results
were in favour of current management.
Mr. Kasner and the Board now refuse to release the results of
the shareholder vote which they called, hosted and chaired. Given
the extremely high shareholder participation rate recorded by the
independent scrutineer, Orefinders and any reasonable observer can
only conclude that majority of shareholders voted in favour of
Orefinders' proposed slate of Board of Directors ("Orefinders
Nominees") and against the election of Mistango's incumbent
Board.
Orefinders' position is clear, the cancellation of a shareholder
meeting without releasing the results, while citing low voter
turnout, is an obvious attempt at continued management
entrenchment. The tactics employed my Mistango's Board of Directors
are an affront to the fiduciary responsibilities for directors of a
public company.
Orefinders also notes that the Chairman of Mistango,
Donald Kasner, who chaired this
annual meeting of shareholders, is not a shareholder of Mistango.
Mr. Kasner does not own a single share of Mistango River Resources,
yet he has tasked himself as being the independent representative
who acts in the best interests of the shareholders. Actions taken
at today's meeting, and other actions since Donald Kasner has taken control of Mistango are
clearly misaligned with the best interests of actual
shareholders.
Orefinders would like to remind Mistango's shareholders that
September 10th's meeting
is just one instance in which Mistango's management has shown a
total disregard for their shareholders right to elect a qualified
board that can represent the interests of all shareholders and not
just management, who themselves are not shareholders, and whose
interests only seem to be aligned with collecting salaries and
other fees.
Accordingly, Orefinders demands that Mistango's Board operate
in a transparent manner and that they:
- Release the voting results of the September 10, 2019 annual shareholder meeting,
and that these results are corroborated by the scrutineer of the
meeting, TMX Trust, to ensure no tampering has occurred. This
includes full disclosures of the number of votes for each and all
nominees.
- Provide to Orefinders and all shareholders the ability to
review proxies deposited prior to the start of the September 10, 2019 shareholder meeting.
- Refrain from engaging in any material transactions on behalf of
Mistango shareholders until the results of the September 10, 2019 shareholder meeting are made
public and verified by independent parties. This includes any
financings which may be attempted to yet again manipulate any
legitimate outcome.
In response to Mistango's news release from September 10, 2019:
- Mr. Kasner makes the claim that Mistango shareholders 'had
difficulty voting shares they hold through brokerage accounts'.
Orefinders views this as nonsensical and an attempt to negate any
valid shareholder vote. We again note that 82% of shareholders
successfully voted.
- The shareholder voting cut off date via shares held in
brokerage accounts was Friday September
6th at 10:00AM,
giving Mistango ample warning to address and announce any voting
issues or concerns prior to Tuesday's meeting.
- The cancellation of the meeting was done only after the full
and final votes were made aware to Mistango's Board of
Directors.
- The excuse given in Mistango's September
10 news release is contrary to the excuse given at the
meeting for its cancellation, when at the meeting Mr. Kasner
clearly stated that 82% of shares represented was
insufficient.
- The period of time between the calling of the shareholder
meeting and September 10 was
unusually long, which provided ample time to instruct shareholders
of voting procedures.
Orefinders also notes that:
- At no point throughout Mistango's September 10, 2019 shareholder meeting were any
shareholders in attendance afforded the right to speak. In fact,
shareholders were denied all attempts at voicing any opinion or
concern. All attempts to express a view were met with a contempt of
meeting ruling from Mr. Kasner.
- Mistango's most recent shareholder meeting was over two years
ago on June 29, 2017, in which voter
turnout was just 39.6%. They failed to hold a shareholder meeting
in 2018 and 2016 and no meeting was planned for 2019 until
Orefinders requisitioned one on May 8,
2019. When Orefinders requested Mistango's management
convene a shareholder meeting within 60 days from May 30, 2019, Mistango intentionally delayed the
meeting until September 10, 2019 in
order to enable them to conduct a massively dilutive financing to
protect current management and board of directors. The resulting
$350,000 financing was a completed at
2.2 cents per share and issued 15.9
million new shares which diluted existing shareholders by 41%. Had
Mistango's Board had any concern for its shareholders, they would
have been given the right to all shareholders to participate in any
financing offered at such massive discounts. However, the financing
was completed to a single party who agreed to vote to entrench
management.
- If Mistango's management and Board cared about hearing from
shareholders, their meeting would not be held in Kirkland Lake, Ontario at their private
offices. The fact that management forced shareholders to travel to
Kirkland Lake, only to cancel the
meeting at its onset, despite having a massive 82% shareholder
participation, is again a clear sign of disrespect of shareholders
time, money and resources.
- Shareholders were sequestered in a small hallway and not
allowed to enter the premise until the convening of the meeting at
10:00AM. As such here were no
opportunities by Orefinders or any other shareholder to communicate
with the scrutineer or to see the votes or to validate anything
that had occurred up to that point.
Given the undemocratic nature of Mistango's shareholder meeting,
where shareholders' best interests were once again neglected,
Orefinders will continue to fight for all shareholder rights,
including taking legal action, to ensure that the votes validly
cast for today's meeting remain as they are and are not tampered or
altered in any way.
Furthermore, Orefinders and other concerned Mistango
shareholders have the strong opinion that the independent
authorities who regulate fairness and improper practices on
Canada's capital markets must
independently intervene on these egregious abuses of shareholder
rights. Lastly, it reminds each of Mistango's Board of Directors of
the potential personal liability to which they have exposed
themselves by sanctioning and approving management's unethical
behaviour detailed above.
About Orefinders Resources Inc.
Orefinders is a Gold
exploration and development company focused in the Kirkland Lake District of Ontario's Abitibi Greenstone Belt. The Company
is listed on the Toronto Venture Exchange under the symbol ORX.
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. Certain information in this press release
may contain forward-looking statements. This information is based
on current expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. Orefinders' assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to Orefinders. Additional information identifying risks
and uncertainties is contained in filings by Orefinders with
Canadian securities regulators, which filings are available under
Orefinders' profile at www.sedar.com
SOURCE Orefinders Resources Inc.