Mr. Richard Sutcliffe reports
URSA MAJOR MINERALS SHAREHOLDERS OVERWHELMINGLY SUPPORT DIRECTORS AND A STRENGTHENED BOARD; DISSIDENT ATTACK DEFEATED AND FURTHER DISCREDITED
Ursa Major Minerals Inc. is thanking shareholders for their resounding support at Ursa Major's annual and special meeting of shareholders held on June 23, 2011. At the meeting, Trevor A. Anderson, H. Ross Arnold, Amar Bhalla, Maura Lendon, Martez Moore, Keeheum Shin and Richard Sutcliffe were elected as directors of the company. As shareholders were no doubt aware, Ursa Major has been plagued by a group of opportunistic dissident shareholders led by Inspiration Mining Corp. and Forbes & Manhattan Inc. and advised by Northern Shareholder Services, which has repeatedly attempted to hijack the company for its own ends.
"I am pleased that Ursa Major can finally put this unfortunate and costly distraction behind us and redouble our efforts to enhance Canada's only profitable junior nickel operation with a view to significantly grow our production. I want to express management's appreciation for the work of the special committee of the board of directors and the staff of Ursa Major for their hard work on this campaign. On behalf of the board, I express appreciation for the tireless dedication of the team from Kingsdale Shareholder Services Inc., led by Riyaz Lalani, chief operating officer, and Chang Park, Kingsdale's senior director of client services, along with Kingsdale's communications team in the defence of Ursa Major. We also thank Wesley Hall for his very constructive role as a significant shareholder," said Mr. Sutcliffe, Ursa Major's president and chief executive officer.
Dissidents repeated failure in court actions
Dissident shareholder Inspiration Mining found itself repeatedly rebuffed by the courts in its actions against Ursa Major.
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On Feb. 24, 2011, the Ontario Superior Court of Justice dismissed an
action brought by Inspiration Mining and supported the cancellation of a
special meeting of shareholders requisitioned by Inspiration Mining.
Inspiration Mining had repeatedly ignored numerous requests to provide
its proposed nominations for the board of Ursa Major, and, as such, the
court found the requisition to be invalid.
- On March 1, 2011, the Ontario Superior Court of Justice dismissed
Inspiration Mining's application to reverse the private placement closed
by Ursa Major on Jan. 31, 2011. Inspiration Mining's dismissed
application also sought to disenfranchise shareholders who had purchased
shares through the private placement at the next meeting of
shareholders. The court ordered Inspiration Mining to pay $11,000 in
costs in favour of Ursa Major.
The dissident press release
Following the meeting of shareholders, the dissidents, Forbes & Manhattan and Inspiration Mining, issued a release making unsubstantiated allegations against the company, certain independent directors, Mr. Hall, an investment company indirectly controlled by Mr. Hall and Kingsdale Shareholder Services.
Forbes & Manhattan and Inspiration Mining had made similar allegations before the Ontario Court. On June 22, 2011, minutes before these allegations were to be heard by the court, counsel for Forbes & Manhattan and Inspiration Mining advised the court that they were abandoning their claims. The affidavit evidence before the court was overwhelmingly not in their favour. The court will assess costs against Forbes & Manhattan and Inspiration Mining at a hearing scheduled today.
Having abandoned their court claims, Forbes & Manhattan and Inspiration Mining have nonetheless decided to repeat these allegations. This occurred after several unsuccessful attempts by Vic Alboini, chairman, president and chief executive officer of Northern Financial Corp. (and a nominee on the dissident slate), and Randy Miller, chairman and chief executive officer of Inspiration Mining, to convince Mr. Hall to support the dissident slate.
Mr. Hall
Ursa Major is pleased at the confidence shown by Mr. Hall through his family's investment company that recently increased its shareholdings in Ursa Major to approximately 14.7 per cent of the total outstanding shares of the company. "I am thrilled to have Wes Hall as an investor of Ursa Major. Mr. Hall's tremendous accomplishments as a trusted and sought-after adviser to major Canadian and international public companies are well known, having grown Kingsdale Shareholder Services into Canada's pre-eminent shareholder services firm from a single employee in just seven years. Mr. Hall was recognized as an Ernst & Young Entrepreneur of the Year in 2009 in Ontario, and I look forward to his participation as a shareholder in Ursa Major's success in the years ahead," said Mr. Sutcliffe.
New board members
Ursa Major welcomed two new distinguished directors to the board at yesterday's annual and special meeting of shareholders: Ms. Lendon, president of Aurah Advisory Services Inc., and Mr. Moore, executive vice-president of operations for Viacom Inc. The additions of Ms. Lendon and Mr. Moore will add to the diversity of perspectives on the board and strengthen the overall corporate governance practices of Ursa Major. Their respective biographies follow:
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Ms. Lendon is president of Aurah Advisory Services, focusing on
enhancing governance within organizations to support sustainable value
creation. Ms. Lendon has extensive experience in international business,
including mergers and acquisitions, corporate governance, regulatory
compliance, executive compensation, and human resources leadership.
Before Aurah Advisory Services, she was senior vice-president, corporate
services, chief legal officer and corporate secretary for HudBay
Minerals Inc., a Canadian integrated mining company, and, prior to that,
spent over a decade in the telecom industry, most recently as chief
counsel -- Canada -- for AT&T. Ms. Lendon is a graduate of the Institute of
Corporate Directors -- Rotman School of Management Directors Education
program. She received her master of business administration from the
Richard Ivey School of Business, her master of law from Osgoode Hall
Law School and her bachelor of law from the University of Western Ontario
and is called to the Ontario Bar.
- Mr. Moore, the executive vice-president of operations for Viacom, where he functions as the chief operating officer for one of its
business units. Prior to this role, he was the divisional head of
business strategy and development for one of Viacom's divisions, executing
a number of high-profile acquisitions, divestitures and business unit
turnarounds. Prior to joining Viacom, Mr. Moore was a consultant with McKinsey & Company, where he advised Fortune 100
companies. Previously, Mr. Moore was a principal with TSG Capital Group,
a private equity fund with nearly $1-billion under management, Indosuez
Capital, a leading merchant bank, and Morgan Stanley & Company's mergers and acquisitions department. Mr. Moore has also worked at the White House in the
political affairs office for Rahm Emanuel. Mr. Moore received his JD
from the University of Pennsylvania Law School and BA from Loyola
University of Chicago.
The board of directors would also like to thank Jean-Pierre Colin, who did not stand for re-election to the board, for his service to Ursa Major.
We seek Safe Harbor.
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