TORONTO, March 22, 2018 /CNW/ - Mr. Eric Owens, a founder, director and former CEO of Alexandria Minerals Corporation (TSX-V:AZX) (OTCQB:ALXDF)
(Frankfurt:A9D) ( Alexandria or the Company) and Mr. Antonios Dan Palikrousis, a shareholder of Alexandria, have commenced an
Application against Peter Gundy, Walter Henry, Gary O'Connor, Priya Patil (collectively, the Affected Directors), and
Alexandria in the Ontario Superior Court of Justice (Commercial List) (the Court).
Mr. Owens and Mr. Palikrousis, with the support of the Concerned Shareholders ("The Founder's Group"), are taking these steps
in order to ensure that the interests of Alexandria and its shareholders are adequately
protected. They have serious concerns that absent any Court intervention, the conduct of the Affected Directors will
continue to put Alexandria at risk.
The Founder's Group regret having to resort to seeking the help of the Court; however, they have been left with no other
option given the conduct of the Affected Directors, as alleged in the Notice of Application. The Affected Directors have failed
to act in the best interests of Alexandria and its shareholders and must be restrained from
taking further actions which could damage Alexandria, until a special meeting of the
shareholders is held in a timely manner to consider the replacement of the Board of Directors. Alexandria announced in a press release on March 16, 2018 that a special
meeting of shareholders will be held on July 24, 2018. This date, over four months from now, was
not discussed by or set by the Board of Directors. The failure of the Board to choose the earliest possible date for the special
meeting places Alexandria at further financial risk.
The concerns raised in the Application stem primarily from the Affected Directors inability to pursue a coherent strategic
vision for Alexandria that it is in line with the reasonable expectations of its shareholders.
The Affected Directors have instead been exhausting valuable company resources, while narrowly focusing on potential transactions
which undervalue Alexandria without apparent regard for how to pay for their activities. The now
entrenched Special Committee has legal counsel and a financial advisor, over and above those of the company, apparently expected
to be paid for by shareholders.
Management had worked diligently and successfully to secure a financing that would provide the capital needed to move
Alexandria forward. However, Mr. Gundy and the Special Committee have refused to vote on the
financing, despite the funds being available, raising questions about their ability to act in the best interests of Alexandria.
The Affected Directors' conduct which the Court is being asked to examine includes, but is not limited to:
- Their failure to act in the best interests of Alexandria;
- Their failure to adequately consider and vote on the financing that had been secured by management, and which management
had been tasked with pursuing, at a time when the funds are needed by Alexandria;
- Their failure to continue with the drill program previously approved by the Board of Directors, thereby stunting the growth
and development of Alexandria's resources;
- Their pursuit of a transaction, to the exclusion of other viable options, which undervalued Alexandria, favoured a certain group of shareholders and appears to be to the detriment of all other
shareholders;
- Their improper restriction, investigation and termination of members of management as retribution for doing what was in the
best interests of Alexandria and its shareholders;
- Their misleading disclosures regarding the legitimate financing activities of management and other false and inflammatory
statements regarding management; and
- Their failure to have an adequate management structure in place which can properly lead Alexandria to a realization of its potential value.
As a result of the above alleged conduct of the Affected Directors, as provided for in the Notice of Application, Mr. Owens
and Mr. Palikrousis seek relief from the Court which includes but is not limited to:
- An order appointing an independent chair for the special meeting of the shareholders;
- An order requiring the special meeting of the shareholders to be held as soon as reasonably practicable;
- An order restraining the Affected Directors and Alexandria from entering into any material
transactions without approval of the Court or Alexandria's shareholders; and
- A declaration that the Affected Directors have engaged in conduct that is oppressive and unfairly prejudicial to and
unfairly disregards the interests of the applicants.
- Mr. Owens and Mr. Palikrousis are looking forward to having the Court determine these matters and ensuring that
Alexandria is returned to its path to success.
SOURCE Concerned Shareholders of Alexandria Minerals Corporation
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