Dawn Zhou - fighting?CSIT Consulting Inc. Solicits Proxies for Election of Alternate Nominees for Board of Directors of Athabasca Potash Inc.
SASKATOON, Aug. 26 /CNW/ - CSIT Consulting Inc. ("CSIT"), a concernedshareholder that owns an aggregate of 1,386,000 common shares of AthabascaPotash Inc. ("API") representing approximately 3.71% of the outstanding commonshares of API, announced today that it filed proxy materials nominating analternate slate of directors for election at the annual and special meeting ofshareholders of API (the "Meeting") scheduled to be held at the DeltaBessborough Hotel, 601 Spadina Crescent East, Saskatoon, Saskatchewan at 2:00p.m. on Thursday, September 3, 2009. Dawn Zhou, the sole director, officer andshareholder of CSIT, is the founder of API and was the President and ChiefExecutive Officer of API from April 2006 until her termination on June 25,2009. CSIT believes that the current board of directors and the nomineesproposed for election by management of API at the Meeting are not adequatelyexploring the options which may be available to API with respect to thedevelopment of the Burr Project. On May 29, 2009, API announced that "theconfidence level and sufficient tonnage of the Measured and Indicated MineralResource of 424,800,000 tonnes in the Burr Project is sufficient to supportAPI's Pre-feasibility Study (the "Pre-feasibility Study") being led bySNC-Lavalin Inc. The Pre-feasibility Study is expected to be completed in thethird quarter of 2009. A new National Instrument 43-101 - Standards ofDisclosure for Mineral Projects compliant technical report will be prepared bySNC-Lavalin Inc. upon completion of the Pre-feasibility Study". The resourceupdate confirms the assumptions and validates the potential development of theBurr Project as a low operating cost conventional potash mine. This makes anydecision with respect to the Burr Project a critical step for the future ofAPI. CSIT's vision for API is based on good corporate governance, respect andprotection of shareholders' rights and the protection of the best interests ofAPI. CSIT proposes to replace the current board of directors with one that isaligned with the vision of CSIT and the majority of the shareholders of API.Accordingly, CSIT is soliciting proxies in support of the election at theMeeting of the following seven nominees as directors of API: Dawn Zhou,Bradley V.A. Fettis, Kenneth E. MacNeill, Robert Cross, Brian B. Goodwin,Charley X. Ye and Arnold E. Hillier. The CSIT nominees collectively have considerable experience inprospecting, geology, exploration, mining, public companies, businessdevelopment, international relations, corporate governance, capital marketsand accounting. Many of the CSIT nominees have been and continue to beassociated with successful mining companies. Each of the CSIT nominees hasconsented to act as a director of API. CSIT intends to vote in favour of the other items of business that willbe considered at the Meeting, such items being fixing the number of directors,the appointment of the auditor, the amendments to API's stock option plan andthe approval of unallocated options. This solicitation of proxies is made by CSIT in relation to AthabascaPotash Inc., Suite 198, 311 4th Avenue North, Saskatoon, Saskatchewan, S7K2L8. This solicitation of proxies is NOT made by or on behalf of themanagement of API. Proxies may be solicited by CSIT and its directors,officers, employees, agents and advisors, including by mail, telephone, fax orother electronic means and in person, as well as by broadcast, speech orpublication. The costs incurred in connection with the solicitation of proxieswill be borne by CSIT. CSIT today filed a Proxy Circular with securities regulators along with aform of proxy to be used to vote to elect the CSIT nominees as directors ofAPI at the Meeting on September 3, 2009. The Proxy Circular and the attachedform of proxy will be available shortly at www.sedar.com. API established July 23, 2009 as the record date for determiningshareholders entitled to notice of the Meeting and to vote at the Meeting.Shareholders should carefully complete and sign the form of proxy attached toCSIT's Proxy Circular in accordance with the instructions contained in theProxy Circular and in the attached form of proxy in order to ensure that theirproxies can be used at the Meeting. Securities legislation provides thatnon-registered holders may request that a legal proxy naming thenon-registered holder or his or her designate be issued and mailed to suchnon-registered holder. Should a non-registered holder wish to receive such alegal proxy, the non-registered holder must request one from the intermediarythat holds their common shares. Completed and executed proxies should be returned to Equity Transfer &Trust Company at 200 University Avenue, Suite 400, Toronto, Ontario M5H 4H1Attention: Proxy Department, Facsimile: (416) 595-9593, before 4:30 p.m.(Toronto time) on Tuesday, September 1, 2009 or no later than 24 hours(excluding Saturdays, Sundays and holidays) before any adjournment of theMeeting. A registered shareholder may revoke a proxy which has previously beensubmitted by delivering a signed instrument in writing executed by suchregistered shareholder or by the registered shareholder's attorney authorizedin writing or, where the registered shareholder is a corporation, by a dulyauthorized officer or attorney of such corporation, either to the registeredoffice of API at any time up to and including the last business day precedingthe day of the Meeting or any adjournment thereof, with the chairman of theMeeting on the day of the Meeting or any adjournment thereof, or before anyvote in respect of which the proxy is to be used shall have been taken, or inany other manner permitted by law. A non-registered holder of common shares may revoke a proxy given by anintermediary by written notice to the intermediary in accordance with theinstructions given to the non-registered holder by the intermediary. Dawn Zhou, the sole director, officer and shareholder of CSIT,beneficially owns or exercises control or direction over an aggregate of4,386,000 common shares of API, of which 1,386,000 shares are owned by CSIT,representing approximately 11.75% of the outstanding common shares of API. Other than the election of directors, CSIT is not aware of any materialinterest, direct or indirect, by way of beneficial ownership of securities orotherwise, of any of the CSIT nominees or any of their associates oraffiliates in any matter to be acted upon at the Meeting.