Alexandria Minerals Corp ALXDF

The Founder’s Group and Eric Owens Address False Accusations

[EricOwensFG]

TORONTO, June 21, 2018 – Eric Owens, together with concerned shareholders (“The Founder’s Group” or “Concerned Shareholders”) seek to correct the record on false accusationsby Alexandria Minerals Corporation’s (“Alexandria” or “Company”) Special Committee about Mr. Owens.

Mr. Owens has been focussed on putting Alexandria Minerals back on track in order to maximize shareholder value, but now seeks to address the falsehoods spread by Alexandria, which reveal the true character of the Special Committee, in addition to showing that it has no plan for maximizing shareholder value.

Here, the Founder’s Group and Mr. Owens set the record straight:

• False Accusation: “Unwarranted attack by disgruntled, terminated former CEO Mr. Owens has been initiated as a retaliation mechanism to complete unauthorized financing.” (March 28, 2018, Alexandria News Release)
  Reality: Completely false. Mr. Owens was in fact disgusted with the Special Committee and Chairman Peter Gundy before he got fired because they were not looking out forshareholders’ best interests. He was wrongfully fired after he and the Concerned Shareholders had publicly announced their intention to requisition the proxy meeting to oust the board, not the other way around as suggested by the Special Committee. Unlike the current board, Mr. Owens and his supporters do not view that taking action to maximize shareholder value as being an attack.

• False Accusation: “Mr. Owens illicitly signed two agency agreements to raise funds without the Board of Directors’ authorization and accepted investors’ funds into his personal lawyers’ trust account.” (March 28, 2018, Alexandria News Release)
  Reality: There was nothing illicit in Mr. Owens’ behaviour, ever. Mr. Owens operated at all times with the knowledge, consent and encouragement of the Board and conducted activities commensurate with his responsibilities as President and CEO. No agency agreements were ever signed. As is normal business practice, all funds were deposited in a trust account at a major Canadian law firm, in this case Norton Rose Fulbright LLP, established for the express purpose of holding any funds collected in support of this round of financing.

• False Accusation: “Mr. Owens’ proposed financing was reviewed by independentfinancial advisors and found to be dilutive and inferior to other alternatives beingconsidered by AZX and not in the best interest of shareholders.” (March 28, 2018,Alexandria News Release)

  Reality: In fact, the Special Committee’s proposed transaction would have resulted in upto 64 per cent dilution for Alexandria Shareholders compared to Owens’ 34 per centdilution, according to the calculations they presented to Mr. Owens. It defies all logic to contend the proposed influx of $20 million of much needed financing – money that would allow Alexandria to grow through critical exploration drilling and therefore fully prove thevalue of the Val d’Or property – could somehow be determined to be more dilutive than a fire sale of Alexandria to the lowest bidder.

• False Accusation: “Mr. Owens’ investors were offered shares in the range of $0.04 cents on an after tax and after warrant cost basis, while Mr. Owens had knowledge of an active strategic transaction being considered and negotiated by AZX” (March 28, 2018,Alexandria News Release)

Reality: Mr. Owens and his team were in the process of securing that much needed funding for the next round of exploration with the full knowledge and encouragement of the board, including Chairman Gundy, a process that began in late 2017. Although the funding effort was part of normal course of business for a junior exploration company, it had the added benefit of providing strength to the Company in any other activities it might be engaged in. The average per unit cost of the financing was 9.2 cents per unit (share plus warrant), which was at a 33 per cent premium to market when the financing process began. Any suggestions to the contrary are misleading and tend to obscure the important fact that much-needed funding was secured for its budgeted exploration activities in a difficult junior mining market.

This campaign of falsehoods undertaken by Alexandria management has understandably led to many tough questions from shareholders that deserve to be addressed. Here, Mr. Owens sets the record straight:

• Question: Under Mr. Owens’ leadership, the Company’s stock price hovered at $0.05.Is Mr. Owens dedicated to the Company’s success?
  Answer: As a large shareholder himself, Mr. Owens is dedicated to seeing a return on shareholders' investments. He has been working hard and efficiently on this property for 12 years, with discovery costs on the order of $18-$20 per ounce of gold resource. During that time, the Company has had numerous successes on the property, having built up resources through the exploration discovery process. The current management is interested in the short-term fire sale of the Company, most of whom are not interested in adding value to the Company’s assets by following through on the planned butaborted drill program.

• Question: Isn’t it true the $20 million in fundraising was to be put towards a drill programthat turned out to be ineffective?
  Answer: Last year’s drill program was not ineffective. As even the Company admitted in their news release, the latest resource estimate shows the drill program has been successful; in addition to a 24 per cent increase in resources over that of 2009, new discoveries were made that require follow-up, and the amount of information and knowledge gained will go a long way toward aiding future drill programs in efforts to add further resources. This resource estimate provides a great basis for moving forward on the next phase of exploration drilling, which was unfortunately cut short by the Special Committee earlier this year. Despite this, there are still questions as to the methodology and parameters used to estimate the resources. For instance, why were 25 per cent of the drill holes not included in the estimate? Why was the deposit modelled as a high- grade vein deposit when Zone 4 is clearly a bulk-tonnage deposit? Such a model must surely lower the volume and tonnage of the deposit and, likely along with that, the number of ounces of gold. Finally, it appears that more rigorous National Instrument 43- 101 rules came into effect since the last resource estimate, downgrading some of the former resources at Zone 2 that didn’t receive much drilling attention in 2017. The results nevertheless provided for new solid gold-bearing targets well beyond the current resource and provided a new, more robust geological model. The resource estimate itself was always intended to be the first step in an aggressive, multi-phased exploration program and was never intended to be a final word.

• Question: Does Mr. Owens even have a substantive plan for the future of Alexandria Minerals?

  Answer: Absolutely, and it stands in stark contrast to the non-existent plan of current management. The plan is to build value by building resources through exploration drilling. Our near-term goal is to restart the aborted drill program and continue to do this until we build substantial gold resources that will lead to a sale of the Company at a much larger value than where it finds itself today.

• Question: If Mr. Owens’ plan were to proceed, isn’t it true there would be a 55 per centdilution because of an increase in shares issued?
  Answer: Mr. Owens’ financing program prescribes a financing that adds half as many shares as existing today, resulting in a dilution of 35 per cent, according to what was presented to him by the Special Committee, a calculation that is easy for anyone to confirm. In contrast, their transaction would have resulted in a dilution of at least 66 per cent.

• Question: Why doesn’t Mr. Owens support selling the Company as quickly as possible?Answer: It is not in the best interest of shareholders to pursue a sale of Alexandria Minerals in its current form. Mr. Owens plan is to turn a $40 million company into a $600million company. Alexandria’s next-door neighbour in Val d’Or, Integra Gold, sold for$590 million in 2017 after implementing a proper drilling program that allowed it to realize proper value for the Company. Before any sale, it is imperative the Company restart the aborted drill program to realize the full value of Alexandria Minerals on behalf of stakeholders.

  No Direction by Current Board and Management. Rather than continuing to propagate false information targeted at misleading shareholders, the current Special Committee and Management Committee should focus on conserving funds and recognizing the potential of theVal d’Or property. Current management has sold assets to continue operations without approval from the board. Furthermore, they continue to sell off assets while the drill program is halted, causing the Company to lose money without realizing material benefits. We believe this is a complete disregard of good corporate governance, and contrary to the best interests of the Company and its shareholders.

  Special Committee Not Interested in Shareholder Value. As illustrated by the failure to include 25 per cent of drilling results in the recent resource estimate, the concerning reality is there is no direction for the Company under its current leadership. Instead of focusing on the growth of the Company, the Special Committee continues to publish false information, and mislead shareholders to advance its own personal agendas.

  Special Committee’s Misguided Plan Halts Drilling. Prior to his departure from AlexandriaMinerals, Mr. Owens and members of the Founder’s Group raised approximately $20 million tofund the exploration and drilling program at the Val d’Or property. During these efforts, severallarge companies recognized the potential of Alexandria Minerals and indicated they were prepared to make significant investments into its future. Unfortunately, the fundraising programwas cancelled following Mr. Owens’ departure, and the funds were returned to the sources.

  First Steps to Using Shareholder Value as a Guide Going Forward. The Concerned Shareholders believe that Mr. Owens has a superior vision for Alexandria and has the proven ability to execute against its strategic plan. At the Special Meeting, Mr. Owens is proposing to fix

the size of the Board at six directors, to remove three of the incumbent directors (being PeterGundy, Walter Henry and Gary O’Connor) and to nominate three highly qualified and experienced individuals for election to the Board. Each of Mr. Owens’ nominees – Chris Hopkins, Ian Mellon and Colin Sutherland (the “Founder’s Nominees”) – will bring extensive experience and expertise to the board of Alexandria. At this late stage, Alexandria has added an item of business to the agenda of the Special Meeting; namely, to remove Eric Owens from the Board. The Concerned Shareholders believe this is being done out of vindictiveness rather than sound business reasons and will oppose this resolution at the Special Meeting.

Disclaimers

Eric Owens has not sought or obtained consent from any third party to the use herein of previously published information. Any such information should not be viewed as indicating the support of such third party for the views expressed herein.

Except for the historical information contained herein, the matters addressed in these materials are forward-looking statements that involve certain risks and uncertainties. You should be aware that actual results could differ materially from those contained in the forward-looking statements. Eric Owens does not assume any obligation to update the forward-looking information other than as required by law.

Information in Support of Public Broadcast Solicitation

Eric Owens is relying on the exemption under section 9.2(4) of National Instrument 51-102 –Continuous Disclosure Obligations and section 150(1.2) of the Canada Business Corporations Act to make this public broadcast solicitation. The following information is provided in accordance with securities and corporate laws applicable to public broadcast solicitations.

This solicitation is being made by Eric Owens, and not by or on behalf of the management ofAlexandria Minerals Corporation (“Alexandria”). The registered and mailing address ofAlexandria is 1 Toronto Street, Suite 201 Toronto, Ontario M5C 3B2.

Eric Owens has filed an information circular containing the information required by Form 51- 102F5 – Information Circular in respect of the Founder’s Nominees, which is available under Alexandria’s profile on SEDAR at www.sedar.com.

Mr. Owens is not requesting that Alexandria shareholders submit a proxy at this time. Once Mr. Owens has commenced a formal solicitation of proxies, a registered holder of shares of Alexandria that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided or as otherwise provided in the proxy circular accompanying such proxy; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Alexandria at any time up to and including the last business day preceding the day the Meeting or any adjournment or postponement of the Meeting is to be held, or (ii) with the chairman of the Meeting prior to its commencement on the day of the Meeting or any adjournment or postponement of the Meeting; or (c) in any other manner permitted by law. A non-registered holder of shares of Alexandria will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non- registered holder by its intermediary.

Proxies for the Special Meeting may be solicited by mail, telephone, email or other electronic means as well as by newspaper or other media advertising, and in person by associates, agents, representatives and employees of Eric Owens, who will not be specifically remunerated therefor. In addition, Mr. Owens may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. Mr. Owens may engage the services of one or more agents and authorize other persons to assist him in soliciting proxies should he commence a formal solicitation of proxies. In this regard, Mr. Owens has entered into an agreement with Navigator Ltd., which has agreed to act, in addition to other capacities, in a capacity to assist Mr. Owens in the oversight and solicitation of proxies in connection with the Meeting. Pursuant to this agreement, Navigator Ltd. will be paid a fee of $15,000 for this activity. All costs incurred for the solicitation will be borne by Mr. Owens. Dan Palikrousis has contributed funds to Mr. Owens to defray the costs of such solicitation; as a result he may alsobe deemed to be a “solicitor” within the meaning of applicable securities laws.

To the knowledge of Mr. Owens, neither he nor any of his associates or representatives, norany of the Founder’s Nominees, or their respective associates or affiliates, has: (i) any materialinterest, direct or indirect, in any transaction since the beginning of Alexandria' most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Alexandria or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted upon at the Meeting, other than the election of directors of Alexandria.

For more information:

Mike Van Soelen
Navigator Ltd.
[e-mail]
[phone]
https://www.votefoundersgroup.ca/