Mr. Russ Cranswick of Resource Capital Fund reports
RCF EXTREMELY DISAPPOINTED IN FURTHER DELAY OF ANNUAL MEETING;
CALLS FOR A MEETING IN WEEKS, NOT MONTHS
Resource Capital Fund IV L.P. and RCF
Management LLC are extremely
disappointed at the announcement by Selwyn Resources Ltd. of a two-month delay in holding board elections. This decision
frustrates the will of the majority of Selwyn shareholders and is
further evidence of entrenchment by the current board of directors and
continued oppressive and unfairly prejudiced action toward
shareholders. Throughout this process, RCF has maintained its full
support for the sale of the Selwyn zinc and lead project to Chihong Canada Mining Ltd. and the
distribution of the net proceeds of the Selwyn project sale to all
shareholders.
There is no legitimate reason -- legal or otherwise -- that the annual
meeting should not be conducted in the coming weeks. At the annual
general meeting held on April 22, shareholders holding approximately
264.9 million Selwyn shares, or approximately 67 per cent of the total issued
and outstanding Selwyn shares, were represented in person or by proxy at
the meeting. Of those represented at the meeting, approximately 74 per cent or
195.9 million Selwyn shares (or 49.7 per cent of the total issued and
outstanding Selwyn shares) were voted in favour of a dissident slate of
directors which sought a distribution of the net proceeds of the sale
transaction.
Unfortunately, and possibly due to the fact that all three of Selwyn's
independent directors were absent from the meeting, Harlan Meade, chief executive officer and president of Selwyn, acted as chairman and refused to allow motions
for a vote on director elections. This occurred despite the fact that
director elections were originally proposed in the company's March 22,
2013, notice of meeting.
Today's announcement of further delay, combined with the events that
transpired at the meeting of April 22, 2013, have caused RCF to lose
trust in this board's ability to conduct itself in accordance with its
legal duties. As a result, it is imperative that Selwyn agree that the
chairman of the meeting be independent of Selwyn.
RCF fears that the current illegitimate board cannot be trusted with the
assets of Selwyn any longer. Its recent release promising not to spend
certain "net" moneys on "material capital expenditures related to the
restart of ScoZinc" should amplify shareholder concerns. In the first
instance, "net" is vague and open to strong interpretation and,
secondly, the implication is made that the illegitimate board will
continue to defy the will of a majority of its shareholders by happily
spending immaterial amounts of shareholder funds on the restart of
ScoZinc. RCF does not believe this board should spend any money until the shareholders' voices have been heard at an AGM, to be
convened as soon as possible.
RCF will be looking for a more definitive commitment in terms of proper
use of cash and will hold the illegitimate board accountable for any
improper use of the net sale proceeds or other monies. As previously
stated, should it be necessary, RCF reserves the right to take any
legal remedy available to it.
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