Mr. Alan Slaughter, concerned shareholder, reports

SHAREHOLDER URGES INDEPENDENT DIRECTORS TO ACT

A shareholder of Ximen Mining Corp. is urging the independent directors of Ximen's board of directors to act immediately to investigate Ximen's management manipulation of voting entitlements at Ximen's annual general meeting, which was scheduled to be held on Feb. 15, 2017, but was adjourned to March 10, 2017, in response to demands made by shareholders in attendance, in person and by proxy, at the scheduled AGM.

Call to investigate manipulation of AGM voting

Based on publicly available documents, it appears that Ximen's management purposely selected the issue dates of certain share issuance around the AGM record date: (a) to disenfranchise certain non-management shareholders (that is, Ximen management timed issue dates to prevent certain shareholders from voting at the AGM); and (b) to entrench management by giving more votes to the chief executive officer, Christopher Anderson, and his supporters at the AGM so that Mr. Anderson and his son could be elected to the board.

As reported in the news release of March 3, 2017, Ximen's management actions, the absence of intervention by independent directors, will deny over 15 million common shares of certain former debentureholders from exercising their right to vote at the AGM. Based on public filings, Ximen's management directed Computershare, the corporation's transfer agent, to issue the non-management debenture shares after the record date of the meeting of Jan. 3, 2017, when those shares should have been issued in December, 2016 -- that is, before the record date. Further, based on a review of Mr. Anderson's SEDI reports and the ballots and proxies submitted for the scheduled AGM, Ximen's management issued debenture shares and warrant shares to Mr. Anderson and a few of Mr. Anderson's supporters just before the record date. Together, these actions by Ximen's management indicate a scheme to manipulate the share issuances to disenfranchise certain holders of the non-management debenture shares and to favour Mr. Anderson and his personal supporters.

To address these questions in the best interests of Ximen, the independent directors of Ximen's board of directors need to act immediately to diligently investigate the above-noted actions. Further, to mitigate adverse consequences to Ximen and its shareholders, the board should immediately cancel the adjourned AGM and call a new annual general meeting, where all holders of common shares get to vote. As part of its due diligence investigation, the independent directors of Ximen's board of directors should obtain independent legal advice (and not rely on assertions of management directors) and specifically a legal opinion on the valid issue date of the non-management debenture shares to support their findings.

Call to address other governance issues

The concerned shareholder also asks the independent directors of Ximen's board of directors to review and take appropriate action to address the following corporate governance issues:

• Ximen's CEO, Mr. Anderson, did not file an insider trading report on SEDI to report his acquisition of convertible debentures in or about January, 2016, as required by applicable provincial securities laws, and did not issue a press release or file an early warning report on SEDAR as required by applicable provincial securities laws.
• Ximen's CEO, Mr. Anderson issued to himself his debentures shares and debenture warrants in December, 2016, but waited until Jan. 4, 2017, to issue the non-management debenture shares and related debenture warrants. Further, in late December, 2016, Mr. Anderson issued to himself a total of two million common shares at five cents per share on exercise of debenture warrants. Further, on Feb. 21, 2017, the date Ximen announced a private placement, Mr. Anderson sold 1,454,000 common shares at approximately 10 cents per share.
• The nominees for the board by Ximen management include Wesley Warthe-Anderson, the son of Ximen's CEO, Mr. Anderson, a non-independent director. There is no description of his experience or qualifications in the information circular for the AGM as required by applicable provincial securities laws.
• Contrary to Section 173 (5) of the Business Corporations Act (British Columbia), Ximen management has not kept at its records office each ballot cast on a poll and each proxy voted at the AGM.