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Concerned Shareholders of St. Elias Mines Ltd. Apply to the British Columbia Supreme Court and Provide Guidelines for Voting GREEN PROXIES
By: Marketwired .
Dec. 17, 2012 10:24 PM
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 12/18/12 -- Gilby Len Hastman and Darcy Kim Hastman (the Concerned Shareholders) announce that they have filed an application (the Application) with the British Columbia Supreme Court (the Court) seeking an order that the articles of St. Elias Mines Ltd. (the Company) do not prohibit the nominations of James E. Rainbird and Richard Alexander Defreitas and further, or in the alternative, that the annual general meeting (the AGM) of the Company be rescheduled from December 27, 2012 to early January, 2013. The Application is scheduled to be heard on December 18, 2012 and, if successful, will ensure that shareholders of the Company have an opportunity to consider each of the Concerned Shareholders' five nominees at the AGM.
SIMPLIFIED PROCEDURES FOR VOTING GREEN PROXIES:
The following are the simplified GREEN PROXY voting procedures:
1. You need to first determine if you are a registered shareholder or a non-registered shareholder. Most shareholders of the Company are non- registered shareholders. a. Registered shareholders hold their shares in their own name and usually have a physical share certificate in their possession. b. Non-registered shareholders have their shares held by an intermediary such as a bank, trust company, securities dealers or similar entities (the Intermediary). 2. If you are a registered shareholder, the easiest way to vote is to complete your GREEN PROXY (which can be found on SEDAR under the profile of the Company), sign, date it and deposit it with Computershare Investor Services Inc. by email to firstname.lastname@example.org or by fax to 1-866-249-7775. 3. If you are a non-registered shareholder, the easiest way to vote is to call your Intermediary as soon as possible and request your 12 digit GREEN PROXY voting control number for the Company. You may have several GREEN PROXY voting control numbers, so please ensure to get all of them that represent all of the common shares that you hold of the Company. Once you have the GREEN PROXY voting control number(s), you can then go to WWW.PROXYVOTE.COM and vote via the internet or enter your voting instructions by telephone at 1-800-474-7493. 4. In order for the Concerned Shareholders to be able to tabulate all of the votes in time for the AGM, both registered and non-registered shareholders should have their GREEN PROXY completed and sent in as per the instructions above by no later than 11:00AM (Vancouver Time) on December 20, 2012. 5. Even if you voted a white management proxy already, you can revoke it by sending in a GREEN PROXY as per the instructions above. 6. If you have any questions on this process, including on how to obtain your GREEN PROXY from your Intermediary, or would like to know of alternative ways of voting, please contact either of the Concerned Shareholders as follows: Gilby Len Hastman (1-780-974-5925), Darcy Kim Hastman (1-780-974-5924) or by email at "email@example.com".
DID YOU KNOW?
Management of the Company contends that shareholders should rely on the facts. The Concerned Shareholders agree. Before voting, please review the facts set forth on page 5 of the Dissidents Information Circular. Further, please consider the following:
1. The Concerned Shareholders are concerned that throughout November, 2012, management of the Company was in possession of material information that five director positions would be open at the AGM. Management did not disclose this information to its shareholders until December 3, 2012, which was too late for the Concerned Shareholders to then nominate five directors. Management now relies on its lack of timely disclosure to prevent the Concerned Shareholders from nominating Mr. Rainbird and Mr. Defreitas at the AGM. 2. The Company sponsors an event known as the "Curvy Fashion Show", which is a plus-sized women's lingerie fashion show that combines fashion, music, celebrities and recording artists. Why is your money being spent on sponsoring a fashion show? What does a fashion show have to do with exploring or mining for gold?? 3. On October 22, 2012, one business day after being informed by the Concerned Shareholders that new directors were being nominated for the AGM, then scheduled for November 27, 2012, the Company announced a non- brokered private placement, which the Concerned Shareholders believe was orchestrated in order to entrench management. 4. The Company is paying Georgeson Shareholder Communications Canada Inc. ("Georgeson") a fee of up to $150,000, plus a per-call fee for retail shareholder and reasonable out-of-pocket expenses, in order to have Georgeson solicit proxies in favour of management.
SHAREHOLDERS TAKE NOTICE:
-- The above four items, together with the facts on page 5 of the Dissidents Information Circular, are not "unfair criticisms", as alleged by management. The Concerned Shareholders believe that they are practices that demonstrate that management is not acting in the best interests of the Company's shareholders. Simply put, the Concerned Shareholders believe management of the Company is making poor decisions with your money. -- The Company now attempts to bully the Concerned Shareholders and mislead and manipulate its shareholders through the media in a desperate effort to retain control of the Company. -- Only one of the management nominees owns shares of the Company. Collectively, Management's nominees own less than 0.7% of the issued and outstanding shares of the Company. -- Four of the Dissident Nominees own shares of the Company. Collectively, the Dissident Nominees own approximately 2.5% of the issued and outstanding shares of the Company. Like you, the Dissident Nominees are financially invested in this Company and have a strong interest and desire to improve the Company's performance.
The Concerned Shareholders remain optimistic that the Company has a prosperous future but only if the existing board of directors can be replaced by individuals who will act in the Company's best interests.
For further information, please see the Dissidents Information Circular available on www.sedar.com under the profile of the Company.
Gilby Len Hastman, on behalf of the Concerned Shareholders
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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