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Kobex Capital Corp V.KXM

"Kobex Minerals Inc was formed on September 17, 1979 in Canada, formerly Kobex Minerals Inc. It is an investment company. The Company's investment objectives is high return investment opportunities in the natural resource sector and preserve capital and limit downside risk by targeting opportunities with attractive risk to reward profiles."


TSXV:KXM - Post by User

Post by nostrilon Sep 17, 2015 5:11pm
426 Views
Post# 24113743

PvE gets kicked out?

PvE gets kicked out?Kingsway Financial Services Inc. Requisitions Shareholder Meeting of Kobex Capital Corp -- Kobex's shares have languished for years without a clear strategy to enhance value for all shareholders; -- Kobex's self-interested directors have enriched themselves at the expense of shareholders; -- Kingsway's experienced management has a strong, proven track record of creating shareholder value through the use of vehicles similar to Kobex (e.g., Atlas Financial Holdings Inc. (NASDAQ: AFH) which began as a TSX Venture Exchange Capital Pool Company); -- Kingsway's shareholder-focused nominees are committed to reducing expenses and exploring strategic alternatives that will eliminate the discount between share price and intrinsic value; -- Kingsway nominees will consider implementing a share repurchase program to assist shareholders seeking immediate liquidity (Kingsway does not intend to participate in any such buyback); -- Kingsway's nominees are aligned with shareholders and will vote to reduce director pay from current levels to $10,000 per director annually and pledge to vote against any compensation package that provides stock options below intrinsic value; -- Kingsway invites Kobex shareholders to learn more about its views on Kobex at https://bit.ly/upgradeKXM Kingsway Financial Services Inc. ("Kingsway"), owner of approximately 13.24% of the outstanding common shares of Kobex Capital Corp. ("Kobex") (KXM), announced today that it has formally requisitioned the Kobex Board of Directors (the "Board") to call a general meeting of shareholders (the "Meeting") for the purposes of reconstituting the Board with five new independent Directors (the "Requisition"). Kingsway has requested that the Board hold the Meeting by no later than November 13, 2015. BACKGROUND TO THE REQUISITION The actions of the incumbent Board clearly demonstrate a deficient and unaccountable structure that lacks the necessary direction, vision and incentives to create shareholder value. This lack of stewardship and supervision are visibly apparent in Kobex's share price, which has languished for years. In addition to their outrageous fees, which are unconscionable for an entity with no revenue or cash flow, the Board has granted itself stock options to purchase Kobex's shares at a price that is well below cash and marketable securities value. Rather than articulate a strategy to build long term value for all stakeholders, the Board has, in essence, chosen to put more of Kobex's money into its own pockets. It has been over one year since Kobex changed its business from that of a mineral exploration company to an investment issuer and shareholders have little or nothing to show for it. Kobex's sole investment under its new "strategy" is a $5.7 million investment in a diamond property that won't begin production until the second half of 2016. Despite their self-described pivot away from mineral exploration, the rout in global mining stocks and falling diamond prices, Kobex made a follow-on investment earlier this year in the same issuer. Needless to say, this investment has experienced significant impairment in a very short time. We believe shareholders deserve a better strategy than to build a portfolio of illiquid non-income producing investments in speculative companies. Kingsway believes that replacing the Board is necessary to reduce operating expenses and explore strategic alternatives for Kobex. KINGSWAY'S INDEPENDENT AND EXPERIENCED BOARD NOMINEES Kingsway believes that it is time for new independent leadership on the Board. The Requisition proposes to remove each of Michael J. Atkinson, E. Kenneth Paul, David M. Schmidt and Paul P. van Eeden (or their respective appointed successor(s)) (collectively, the "Current Kobex Directors") as Directors of Kobex and elect the following five (5) new directors to the Board (collectively, the "Kingsway Nominees"): -- John T. Fitzgerald - Mr. Fitzgerald is founder and Managing Partner of Argo Management Partners and Managing Member of Argo Holdings Fund I, LLC. He is the Chairman of Hunter MFG, LLP, and serves on the board of directors of each of Oak Patch Gifts, Progressive Bronze Products, Atlas Financial Holdings Inc. (NASDAQ: AFH) and 1347 Capital Corp (NASDAQ: TFSC); -- Gregory P. Hannon - Mr. Hannon is Vice-President and Director of Oakmont Capital Inc., a Toronto-based private investment company. He previously was Founding Partner of Lonrisk, a Toronto-based specialty insurer and subsidiary of the London Insurance Group, where he was the Vice-President. He has been a member of the board of directors of Kingsway since 2009; -- Joshua S. Horowitz - Mr. Horowitz is Managing Director at Palm Ventures where he is solely focused on investments in the public markets and helps oversee the Palm Global Small Cap Fund. Mr. Horowitz previously served as Director of Research for both Inverlochy Capital and Berggruen Holdings. He has been appointed to the board of directors of each of Lincoln General Insurance Company, 1347 Capital Corp. (NASDAQ: TFSC) and 1347 Property Insurance Holdings, Inc. (NASDAQ: PIH); -- Andrew McIntyre - Mr. McIntyre is a Managing Director of Segwin Consulting Ltd., a consultancy specializing in M&A advisory, business valuation, strategy and business development. Previously, Mr. McIntyre was Vice President, Corporate Development at Vicwest Inc.; and -- R. Michael Powell - Mr. Powell serves as Managing Director in the Investment Banking Department at EarlyBirdCapital, Inc., where he focuses primarily on Special Purpose Acquisition Company ("SPAC") IPOs and SPAC business combinations. Prior to joining EarlyBirdCapital, Mr. Powell served as Managing Director at Pali Capital, Inc. If elected, each Kingsway Nominee would serve until the next annual general meeting of shareholders or until their successors are elected or appointed. In the event that the special resolution removing each of the Current Kobex Directors is not passed, the Requisition proposes to fix the number of directors of Kobex at nine (9) and elect each of the Kingsway Nominees (in each case to hold office until the next annual general meeting of shareholders or until their successors are elected or appointed).
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