- Outlines plan to optimize shareholder value
- Urges shareholders to reject the dissident resolutions by voting today on the BLUE proxy as recommended by the
Board
- For assistance voting contact Kingsdale Advisors at 1-866-229-8214 or contactus@kingsdaleadvisors.com
TORONTO, June 14, 2018 (GLOBE NEWSWIRE) -- Alexandria Minerals Corporation’s (TSX-V:AZX) (OTCQB:ALXDF) (Frankfurt:A9D) (“AZX” or
the “Company”) today filed its management information circular for the special meeting (the “Meeting”) of shareholders scheduled
for July 24, 2018.
At the Meeting, shareholders will be asked to consider a self-interested proposal, put forward by the terminated CEO Eric Owens,
to take control of the Company with his own slate of handpicked director nominees.
Alexandria’s Board of Directors strongly recommends that shareholders reject Mr. Owens’ proposals and vote only on the
BLUE proxy card.
In conjunction with the proxy filing, Alexandria is mailing a letter to shareholders outlining their plan to optimize value for
all shareholders. The letter also addresses the circumstances surrounding Mr. Owens’ unauthorized financing scheme that led
to his termination as CEO of the Company.
Shareholders are urged to vote the BLUE proxy form or BLUE voting instruction form no later than 11:00 A.M. (Toronto Time) on
Friday, July 20, 2018 or at least 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the time of any
adjournment or postponement of the Meeting.
If you have questions or need help voting, contact Kingsdale Advisors at 1-866-229-8214 or at
contactus@kingsdaleadvisors.com.
The full circular is available at the Company's issuer profile at www.sedar.com. A copy of the letter to shareholders is also
included below.
Dear Fellow Shareholder of Alexandria Minerals Corporation:
The value of your investment in Alexandria is at risk.
An unwarranted proxy fight has been initiated by disgruntled, terminated Chief Executive Officer, Eric Owens, as a retaliation
mechanism.
Owens was terminated for cause after an investigation, led by a Special Committee of independent directors of your Board,
uncovered evidence previously hidden from the Board that Owens had engaged in an unauthorized financing scheme and accepted
investors’ funds into his personal lawyer’s trust account. These funds were illicitly obtained, on false pretenses, without the
Board’s approval and solicited to a limited network of investors selected by Owens, including his friends and family.
Now, the disgruntled, former CEO, together with certain other shareholders holding an approximate 5% stake in Alexandria, has
launched an expensive and time-consuming proxy fight to take over significant control of your Company, by replacing a majority of
the independent directors of the Board with his own slate of handpicked nominees to pursue his self-serving agenda. Not only is
this a waste of resources, the distraction of this fight has hindered the strategic process that was underway in an effort to
create value for all shareholders.
Owens is Putting Your Investment in Alexandria at Risk
1. Owens was terminated for cause for unauthorized financing scheme
In February, Owens was terminated for cause as CEO for engaging in unauthorized efforts to solicit investors in an alternative
financing proposed by management without proper approval of the Board to do so. This proposed financing was considered and rejected
by the Board, following receipt of advice from its financial and legal advisors and advice from the financial advisors to the
Special Committee.
An independent investigation into Owens' conduct revealed the following facts:
× Repeated insubordination of the independent members of your Board: Owens failed to present a formal proposal to the
Board, was aware that his actions required Board approval and continued to pursue the financing and communications with investors
after the Board expressly instructed Owens to stop soliciting subscriptions.
× Acting contrary to the best interests of shareholders: Owens’ unauthorized financing put prospective future shareholders
ahead of current shareholders by significantly diluting their ownership at a price that was well below the Company’s share price.
× Refusal to co-operate with investigation: Despite repeated requests directed at Owens and his personal legal counsel,
Owens refused to meet with and provide information to the Board and the Special Committee’s investigators.
× Self-interested business dealings: Owens solicited funds from a limited network of investors including his
friends and family. Owens himself intended to invest in the financing at a time when he possessed material non-public information
about a strategic transaction under consideration by Alexandria.
2. Owens has depleted Alexandria’s resources by spending $9.2 million of shareholders' money on a failed drilling
program
To date, Owens has spent approximately $9.2 million of Alexandria shareholders' money on an unsuccessful and ill-directed 2017
drilling program at the Company's Orenada Project, which the Board recently learned was flawed and did not increase Alexandria’s
resource estimates as Owens predicted.
Owens previously communicated to the market that the original resource could contain a much larger medium to high-grade gold
deposit. The results of the 2017 drilling program do not support this conclusion. The results of further drilling confirmed the
previous grade estimates in the 2009 results.
If Owens remains on the Board and his dissident slate is elected he plans to spend more of your money to re-start the failed
program.
3. Despite holding only a 5% stake in Alexandria Owens is seeking control over your company
Despite having only an approximate 5% stake in your Company, Owens, together with a group of certain other shareholders, is
seeking to replace a majority of the independent directors with his own slate of nominees, in order to pursue his opportunistic and
self-interested agenda.
Shareholders are urged to carefully review the sections entitled "Reasons to Vote for Alexandria's Nominees" and
"Reasons to Reject Owens' Dissident Slate".
Alexandria has a New Corporate Direction to Optimize Shareholder Value
Owens’ conduct prior to and following his termination for cause has been disruptive to Alexandria and has impaired efforts to
recruit new management and otherwise move forward for the benefit of all shareholders. The Board has been working diligently to
address and undo the damage Owens has caused.
Alexandria's new corporate direction, moving forward, includes:
✓ Fund the Company through available, non-dilutive funding opportunities: The Special Committee of the Board,
appointed in December 2017 to review strategic opportunities, has been selecting and reviewing the possibilities to monetize
non-core assets on a favourable basis and has received many expressions of interest to acquire some of these assets.
✓ Hire new management: Your new Board will work diligently to hire new management with experience, proven
expertise and skills to leverage the many opportunities available to the Company with focus on its core asset.
✓ Prioritize and focus on Alexandria's core asset: Alexandria plans to focus on its core asset straddling the
Cadillac Break, which would include reviewing all of the targets within Alexandria’s ground and prioritizing those targets
demonstrated to have the size and grade potential to host significant mineralization.
✓ A Board you can trust: Over the past few months, the Board has engaged in an extensive search to identify
additional candidates to enhance the Board of Directors. As a result of these efforts, management is nominating one highly
qualified candidate, Mark Ashcroft, to the Board to replace Owens (see nominee biography under the section entitled "Reasons to
Vote for Alexandria's Nominees" for complete details). This additional nominee, along with the five incumbent
directors: Peter Gundy, Walter Henry, Gary O'Connor Robert Geis and Priya Patil, possess the relevant experience, industry
knowledge and external credibility required to properly govern Alexandria and oversee our business. You must ensure that we have a
Board in place that will provide strong oversight and act in the best interests of Alexandria and all of its shareholders.
✓ Removal of Owens as Director: A vote for Alexandria's nominees is a vote to remove Owens from your Board. If
Owens could not be trusted as your CEO, why should he be trusted to remain on your Board and control the direction of your Company?
Your Vote Can Save Your Investment
Alexandria's nominees have a clear strategy and are committed to optimizing shareholder value. We urge you to stop Owens and to
avoid turning over control of Alexandria's direction to its handpicked slate of nominees. Owens has already proven to you that he
cannot create shareholder value.
The Board unanimously recommends that you vote only your BLUE form of proxy or VIF FOR the Alexandria Nominees for election to the Board.
Regardless of the number of Alexandria shares that you own, you should take immediate action and cast your vote today or no
later than 11:00 A.M. (Toronto Time) on Friday, July 20, 2018 or at least 48 hours (excluding Saturdays, Sundays and statutory
holidays) prior to the time of any adjournment or postponement of the Meeting.
If you have any questions or need help voting, please call Kingsdale Advisors by telephone at 1-866-229- 8214, toll-free in
North America or call collect at 416-867-2272 outside of North America or by e-mail at contactus@kingsdaleadvisors.com.
Only you have the power to prevent Owens from taking control of your Company. We thank you for your continued support.
Sincerely,
Peter Gundy
Chairman of the Board
Advisors
Kingsdale Advisors is acting as strategic shareholder and communications advisor and Bennett Jones LLP is acting as legal
advisor to AZX.
Further information about the Company is available on the Company’s website, www.azx.ca, or our social media sites listed below:
Facebook: https://www.facebook.com/AlexandriaMinerals
Twitter: https://twitter.com/azxmineralscorp
YouTube: http://www.youtube.com/AlexandriaMinerals
Flickr: http://www.flickr.com/alexandriaminerals/
LinkedIn: http://www.linkedin.com/company/alexandriaminerals
About Alexandria Minerals Corporation
Alexandria Minerals Corporation is a Toronto-based junior gold exploration and development company with strategic
properties located in the world-class mining districts of Val d’Or, Quebec, Red Lake, Ontario and Snow Lake-Flin Flon, Manitoba.
Alexandria’s focus is on its flagship property, the large Cadillac Break Property package in Val d’Or, which hosts important,
near-surface, gold resources along the prolific, gold-producing Cadillac Break, all of which have significant growth
potential.
WARNING: This News Release may contain forward-looking statements. Forward-looking statements address future events and
conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently
anticipated in such statements. Alexandria Minerals Corporation relies upon litigation protection for forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.
For More Information:
Ian Robertson
Executive Vice President, Communication Strategy
Kingsdale Advisors
Direct: 416-867-2333
Cell: 647-621-2646
Email: irobertson@kingsdaleadvisors.com
