Dear Fellow Shareholders
We require for all parties to help us find out important information in relation to past independence of our board.
Please copy and paste the letter below to your email and forward it to;
czhai@monumentmining.com gdickson@monumentmining.com rcushing@monumentmining.com Thanking you all for ensuring that we the shareholders find out what is going on and making sure we are treated fairly with the proper transparency.
September 8, 2022
Graham Dickson, B.Sc.(Hons), A.R.C.S.
Chairman of the Board
and
Cathy Zhai, CPA-CGA, B.Sc.
Director, President & CEO
Monument Mining Limited
Suite 1580 - 1100 Melville Street
Vancouver, BC
Canada, V6E 4A6
Dear Madame Zhai and Mister Dickson We the shareholders of Monument Mining Limited are concerned and require additional information relating the past independence of the board of directors and the agreement for management of 54.1 million GoldMet shares.
As per the attached documentation, Monument Mining entered an agreement with GoldMet and Mr. Molyviatis on February 17, 2013 that
gave MANAGEMENT voting control and Standstill Agreement over 54.1 million shares.
In 2014 Monument Mining enforced this agreement nominating Graham Dickson to vote the 54.1 million shares.
It’s clear an agreement was in place and we shareholders request more information as per the attached questions;
- After 2013, does a Voting and Standstill Agreement for the 54.1 million shares remain in place for that management can exercise control at anytime over any of those shares?
- How can any of the directors in 2013 or 2014 be considered independent when management of Monument Mining had control over the 54.1 million GoldMet shares?
- If the agreement has been terminated, ended or remains in place, why has shareholders not been notified?
- If these shares have been disposed by GoldMet and purchased by other parties, why has this material change not been disclosed?
We would appreciate a prompt reply to these questions, as this important information should be public knowledge and would have a tremendous impact to us shareholders.
Supporting documentation below;
Shareholder name
Shareholder address
Owner of #______ Monument Shares
news release dated February 21, 2013. Voting Shares Securities and Principal Holders of Voting Securities
“The Company is authorized to issue an unlimited number of shares of which, as at the close of business on the Record Date, 275,158,030 shares are issued and outstanding.
The holders of shares of record at the Record Date are entitled to vote such shares at the Meeting. The following table lists those persons who are known to the Directors and officers of the Company to have, as at the date of this Information Circular, direct or indirect beneficial ownership of, control or direction over, or a combination of direct or indirect beneficial ownership of and control or direction over voting securities that constitute more than 10% of the issued and outstanding shares of the Company:
Name/Municipality of Residence Number of Shares Percentage of Outstanding Shares as at the date of this Information Circular GoldMet B.V. 54,112,500(1) 19.67% (1)
Voting control of these shares is currently held by Graham Dickson, a director of the Company, in connection with an agreement between the Company and GoldMet B.V., which was announced by the Company.”
News Releases
Monument Files Lawsuit Against GoldMet and George Molyviatis to enforce Voting Agreement and Standstill Vancouver, B.C., January 27, 2014 – Monument Mining Limited (TSX-V: MMY and FSE: D7Q1) (“Monument” or the “Company”) announced today that it has filed a lawsuit in the Supreme Court of British Columbia (the “Court”) against GoldMet B.V. and its representative, George Molyviatis.
In its notice of civil claim, Monument alleges that GoldMet and Mr. Molyviatis are
in breach of the terms of the February 17, 2013 agreement (the “Settlement”) under which GoldMet and Mr. Molyviatis agreed to support Monument, its management and its current Board of directors on all matters during the currency of that agreement.
The Settlement also requires GoldMet and Mr. Molyviatis to facilitate the voting of their shares in favour of
Monument’s director nominees and to not solicit proxies or attempt to influence the conduct of shareholders.
“Despite repeated requests to do so, GoldMet has refused to take the actions required to facilitate the voting of the shares as contemplated in that agreement,” said George Brazier, Monument’s Chairman. “We believe we have a compelling legal case and are moving forward to get a hearing in the Court as soon as possible, but shareholders should not depend on the Court to protect their investment.”
“Every vote we get, no matter how small, will help keep the dissidents and their supporters from taking control of your Board at the Annual General Meeting. Shareholders should follow the advice of ISS, a leading independent proxy advisor, and vote for the incumbent Board,” added Mr. Brazier.
Court relief sought by Monument
GoldMet is the largest shareholder of Monument, with 54.1 million common shares representing approximately 19.67% of Monument’s outstanding shares (the “GoldMet Shares”). Monument has asked the Court for, among other things, an order requiring GoldMet and Mr. Molyviatis to comply with the terms of the Settlement with Monument. The Settlement requires GoldMet and Mr. Molyviatis, among other things, to:
• Support Management’s nominees for the board of directors at Monument’s upcoming Annual General Meeting, scheduled for February 7, 2014;
• Not solicit proxies from shareholders of Monument, alone or in concert with others;
• Register the GoldMet Shares in the name of GoldMet and/or Mr. Molyviatis; and
• Confer upon Monument director Graham Dickson, and not anyone else, the right to vote the GoldMet Shares.
Under the terms of the Settlement, GoldMet and Mr. Molyviatis each signed an irrevocable power of attorney granting Mr. Dickson the right to vote the GoldMet Shares in support of Management’s slate of director nominees at the upcoming AGM. To avoid any uncertainty and given GoldMet’s intransigence, Monument has now asked the Court for a declaration that Mr. Dickson is in fact the only person entitled to vote the GoldMet Shares and to otherwise require GoldMet to honour the Settlement.
Monument alleges that GoldMet and Mr. Molyviatis are behind the dissident campaign
In the lawsuit, Monument also alleges that GoldMet and Mr. Molyviatis are behind the dissident campaign, contrary to the terms of the Settlement.
There are a number of reasons why Monument has come to believe that GoldMet, Mr. Molyviatis and the dissidents are connected. These reasons include:
• A recent email from Mr. Molyviatis suggesting he does not consider himself bound by the GoldMet Shares voting agreement; and
• Technical maneuvering by Mr. Molyviatis in repeatedly moving the GoldMet Shares around behind the scenes so as to hide them in offshore, unidentified accounts and hence frustrate Mr. Dickson from voting them.
November 20, 2015 Voting Shares Securities and Principal Holders of Voting Securities The Company is authorized to issue an unlimited number of shares of which, as at the close of business on the Record Date, 324,218,030 shares are issued and outstanding. The holders of shares of record at the Record Date are entitled to vote such shares at the Meeting.
The following table lists those persons who are known to the Directors and officers of the Company to have, as at the date of this Information Circular, direct or indirect beneficial ownership of, control or direction over, or a combination of direct or indirect beneficial ownership of and control or direction over voting securities that constitute more than 10% of the issued and outstanding shares of the Company:
Name/Municipality of Residence Number of Shares Percentage of Outstanding Shares as at the date of this Information Circular GoldMet B.V. 54,112,500 16.69% PARTICULARS OF OTHER MATTERS TO BE ACTED UPON November 20, 2015
News Release Release #18 - 2015 Monument Mining Announces Results of Annual General Meeting of Shareholders Vancouver, British Columbia – Monument Mining Limited (TSX-V: MMY and FSE: D7Q1) (“Monument” or the “Company”) is pleased to announce the results from its Annual General Meeting held on November 20, 2015 in Vancouver, B.C., which had a turnout in person or by proxy of 36.87% of its issued and outstanding shares.
All of management's nominees for directors being Robert F. Baldock, Cathy Zhai, Zaidi Harun, Graham Dickson, Mark Gasson, Michael John Kitney and Rhett Brans were approved by shareholders. In addition, the number of directors being set at seven and the appointment of BDO Canada LLP, Chartered Accountants as auditor of the Company were approved as proposed.
The fixed stock option plan has been approved in the meeting. Robert Baldock, President and CEO commented, “We have three new board members with strong mining experience that have now joined our Board of Directors. That experience will be invaluable for the Company moving forward in the challenging global mining market downturn in sustaining production and working toward seeking future growth opportunities.” Mr. Baldock added, “I would also like to take this opportunity to thank the retiring directors, who have served the Company in past years for their contribution toward building the Company.”
Notice of Annual General Meeting of Shareholders & Management Information Circular To be held
December 15, 2016 MONUMENT MINING LIMITED Suite 1580, 1100 Melville Street Vancouver, British Columbia, V6E 4A6
Voting Shares Securities and Principal Holders of Voting Securities The Company is authorized to issue an unlimited number of shares of which, as at the close of business on the Record Date, 324,218,030 shares are issued and outstanding. The holders of shares of record at the Record Date are entitled to vote such shares at the Meeting
.
“There are no persons who are known to the Directors and officers of the Company to have, as at the date of this Information Circular, direct or indirect beneficial ownership of, control or direction over, or a combination of direct or indirect beneficial ownership of and control or direction over voting securities that constitute more than 10% of the issued and outstanding shares of the Company.”