12:59:03 EDT Sun 27 Jul 2025
Enter Symbol
or Name
USA
CA



Ursa Major Minerals Inc
Symbol UMJ
Shares Issued 79,172,901
Close 2011-06-22 C$ 0.17
Market Cap C$ 13,459,393
Recent Sedar Documents

Ursa Major concerned shareholders object to HallCo role

2011-06-23 17:47 ET - News Release

Also News Release (C-FMC) Forbes and Manhattan Coal Corp
Also News Release (C-ISM) Inspiration Mining Corp

An anonymous director of Forbes and Manhattan reports

CONCERNED SHAREHOLDERS UNABLE TO ACHIEVE AGREEMENT ON DIRECTOR SLATE; VALIDITY OF VOTES AND CONDUCT OF MEETING QUESTIONED

Forbes and Manhattan Inc. and Inspiration Mining Corp. are raising serious concerns respecting the purchase on June 15, 2011, of approximately 8.4 per cent of the outstanding common shares of Ursa Major Minerals Inc. by 1599597 Ontario Inc. (HallCo), a corporation indirectly controlled by Wesley J. Hall. Mr. Hall is the founder, sole director, president and chief executive officer of Kingsdale Shareholder Services Inc., which has been engaged as proxy solicitation agent for management and the special committee in connection with the solicitation of votes in favour of the election of Ursa Major management's nominees to the board of directors of Ursa Major at the meeting of shareholders of Ursa Major to be held today. These purchases were made at a premium of approximately 64 per cent to the 20-day volume weighted average trading price of the common shares prior to June 15, 2011, and resulted in HallCo acquiring the right to vote an additional 5,645,000 common shares at the meeting. The concerned shareholders have objected to the chairman of the meeting as to these votes being exercised at the meeting.

The concerned shareholders also announced that they have been unable to achieve agreement with the special committee of the board of directors of Ursa Major respecting a mutually agreeable slate of directors at the election of directors at the meeting. The concerned shareholders continue to believe that change in the management and board of directors of Ursa Major is required in order to implement the operational and strategic changes necessary to build value for shareholders.

In connection with the meeting, despite repeated requests by the concerned shareholders for an opportunity to review proxies deposited by shareholders for the meeting in order to confirm their validity, as is normal practice in contested shareholder meetings, the company has refused to provide the concerned shareholders with the requested access. Additional customary requests made by the concerned shareholders, including requests for an independent chair for the meeting and participation in the tabulation of votes, all made to ensure that the meeting takes place with transparency and integrity and to avoid the disenfranchisement of shareholders, were rejected by the company. Accordingly, the concerned shareholders have concerns with respect to the validity of the votes at the meeting, and reserve their rights to review the proxies submitted for the meeting and to challenge the voting results and the conduct of the meeting.

Purchases of shares by HallCo

On June 16, 2011, HallCo announced that it had acquired approximately 8.4 per cent of the outstanding common shares at an average price of 23.55 cents per share, or approximately a 64-per-cent premium to the 20-day volume weighted average trading price prior to June 15, 2011, of 14.39 cents per share. These trades were undertaken in a series of 44 purchases on the Toronto Stock Exchange at successively higher prices over a span of approximately 10 minutes, completed by a purchase of 5,645,000 common shares at 24.5 cents. The common shares closed at 20 cents per share on June 15, 2011, and at 17 cents per share on June 16, 2011. According to HallCo's press release, after giving effect to the purchases on June 15, 2011, HallCo owned and controlled an aggregate of 11,642,000 common shares, representing approximately 14.7 per cent of the total outstanding common shares. In addition, HallCo announced that it had also acquired the right to vote the acquired common shares at the meeting, subsequently corrected to be limited to the right to vote 5,645,000 of the acquired common shares.

In the concerned shareholders' view, HallCo's acquisition of these common shares and the associated voting rights must have been for the objective of securing the election of Ursa Major management's nominees, the very mandate given to Kingsdale. In their view, HallCo and its related parties, Kingsdale and Mr. Hall, have exceeded the customary role of a proxy solicitation agent, and must in these circumstances be found to be acting jointly or in concert with Ursa Major management and its director nominees. Following HallCo's purchases on June 15, 2011, HallCo and the director nominees of Ursa Major management (excluding Keeheum Shin, a director nominee of both Ursa Major management and the concerned shareholders) beneficially owned or exercised control or direction over an aggregate of approximately 20.34 per cent of the total outstanding common shares.

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