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Concerned Shareholder of Monument Mining Limited Objects to Highly Dilutive Financing
By: Marketwired .
Jan. 14, 2013 06:55 PM
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 01/14/13 -- GoldMet B.V. (the "Concerned Shareholder") is extremely disappointed by the announcement that Monument Mining Limited ("Monument" or the "Company") is seeking to issue up to 76% of the number of its current outstanding common shares in a highly dilutive financing. GoldMet notes that Monument is cash flow positive and has alternate sources of financing readily available. GoldMet is alarmed that Monument now apparently seeks to bring strategic investors into the company, possibly in a manner structured to avoid shareholder approval, and is avoiding accountability to shareholders at its now overdue annual shareholder meeting.
The Concerned Shareholder calls on Monument to convene a shareholder meeting as quickly as possible to consider the proposed offering and overdue annual business of Monument.
The Concerned Shareholder objects to a massive dilution to the interests of current shareholders in this cash-flowing investment at a time when the board should be looking to increase income for the benefit of shareholders rather than engaging in unjustified capital infusions without clear purposes for the proceeds.
The Concerned Shareholder notes the following particular issues with the conduct of Monument:
-- Financial statements of Monument for the year ended June 30, 2012 disclose net income in excess of $59 million. Technical advisors to Monument have recommended a $14.1 million drilling program in connection with project development. The Concerned Shareholder believes that this in no way justifies the issuance of 76% of the current stock of Monument in the proposed $80 million highly dilutive financing. -- Monument obtained court approval to delay its annual meeting deadline to March 31, 2013, thus avoiding any annual meeting of shareholders in 2012, with an imminent possible transaction requiring shareholder approval as cover. The Concerned Shareholder has sought, but not yet received Monument's commitment not to complete its highly dilutive placement in a manner that avoids shareholder approval and avoids being held to account by shareholders of Monument. -- If Monument truly seeks to fast-track development of the Mengapur Project, GoldMet understands that Tulum Corporation, which has previously offered shareholder approved financing, has agreed to finance Monument. Management has now, without consulting shareholders, apparently rejected that offered financing, and seeks instead to raise an amount of money that far exceeds the expert recommended work program at the Mengapur Project. -- Monument describes its engagement with "certain Malaysian strategic entities" to subscribe for "a significant portion of the (o)ffering". The Concerned Shareholder objects to any backdoor takeover bids by way of such subscriptions and insists that an independent committee of the board of Monument be formed immediately to ensure that the interests of current shareholders are being respected.
The Concerned Shareholder has written to the TSX Venture Exchange objecting to the proposed transaction on the grounds described above. The Concerned Shareholder continues to seek advice on other possible remedies and may take other steps to protect shareholders of Monument from further efforts at management entrenchment and the destruction of shareholder value. Shareholders of Monument are invited to contact GoldMet and join in this urgent complaint to regulators.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained herein are "forward-looking statements" within the meaning of applicable securities laws. Often, but not always, forward-looking statements may be identified by their use of forward-looking terminology such as the words "plans", "expects", "expected", "projects", "believes", "anticipates", "intends", "estimates", "scheduled" or other similar words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to known and unknown risks, uncertainties and other factors which could cause actual results, performances or achievements to differ materially from future results expressed or implied by such forward-looking statements. Factors related to such risks and uncertainties, and underlying estimates and assumptions include, among others, the Concerned Shareholder's assessment of the effect of the proposed changes on the Company and on the shareholders of the Company, the timing and prospects for the implementation thereof, general economic and market conditions, changes in law and the ability to implement business strategies and pursue business opportunities. Shareholders are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in the Company's filings with applicable Canadian securities commissions, copies of which are available at www.sedar.com. Accordingly, undue reliance should not be placed on forward-looking statements or information. We do not expect to update forward-looking statements or information continually as conditions change, except as may be required by law.
Neither the 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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