i. to consider and if sought fit to pass an ordinary resolution to increase
the number of directors of the corporation to five directors;
ii. to consider and if sought fit to pass a special resolution to remove all
of the existing directors of the corporation other than Dr. John Clarke,
namely Dr. Peter Guest, Mr. Bryan Morris, Mr. Christopher Ecclestone,
and any director other than Dr. Clarke appointed since the last annual
meeting of the shareholders of the corporation; and
iii.to consider and if sought fit to pass an ordinary resolution to elect
Mr. Huseyin Gun, Dr. Kerim Sener, Mr. Philip Strathy and Mr. Lewis
Lawrick to fill the vacancies created pursuant to resolutions (i) and
(ii) above.
The reasons, among other things, why theconcerned shareholders determined it necessary to requisition ashareholders meeting, are as follows:
-- Corporate and general expenses for the nine months ended 30th September
2010 amounted to C$805,568 which the concerned shareholders believe is
excessive for a company such as Mediterranean;
-- The salary and emoluments paid to Mediterranean's Chief Executive
Officer, Dr Peter Guest in the last three fiscal years (2007 base salary
C$276,875 plus bonus of C$40,000; 2008 base salary of C$305,567 plus
bonus of C$20,000; 2009 base salary of C$312,670) are verifiably de trop
and do not reflect industry standards for a non-producing junior
exploration company;
-- Mediterranean's current management has left the corporation in a weak
financial position as cash and short term deposits as at September 30,
2010 were approximately C$312,000 while current liabilities were
C$155,000 and corporate and administrative expenses C$248,000 for the
quarter;
-- The current board of directors have a minimal share ownership position
in Mediterranean which arguably does not align its interests with the
interests of the shareholders of the corporation;
-- Although protracted negotiations were undertaken in 2010 to sell the
corporation's Tac and Corak projects to a Turkish company,
Mediterranean's management were unable to negotiate the sale despite a
buoyant gold market;
-- It is by no means clear that the current board of Mediterranean are
committed to the production process. The concerned shareholders believe
the corporation will benefit from a rejuvenated board who hold, or who
are prepared to take, a significant equity stake in Mediterranean and
who have the requisite skills and track record to credibly lead the
corporation towards production or towards a successful joint-venture or
similar partnership.
The concerned shareholders have requested that the meeting be held at the earliest practicable date.
Collectively,the concerned shareholders hold a total of 12,146,072 common shares ofMediterranean, representing approximately 11.98 per cent of thecorporation's issued and outstanding common shares. In addition, theconcerned shareholders have received support agreements from holders of atotal of approximately 17 million common shares.