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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