CONCERNED SHAREHOLDERS STATE CONCERNS WITH PURCHASES OF URSA MAJOR SHARES BY COMPANY CONTROLLED BY WESLEY J. HALL
Concerned Shareholders Unable to Achieve Agreement on Director Slate
Validity of Votes and Conduct of Meeting Questioned
TORONTO, June 23, 2011 /CNW/ - Forbes & Manhattan, Inc. ("Forbes & Manhattan") and Inspiration Mining
Corporation ("Inspiration Mining") today announced serious concerns
respecting the purchase on June 15, 2011 of approximately 8.4% of the
outstanding common shares ("Common Shares") of URSA Major Minerals
Incorporated ("URSA Major" or the "Company") 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. ("Kingsdale"), 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 (the "Meeting"). These purchases were made at a premium of
approximately 64% 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% of the outstanding Common Shares at an average price of $0.2355
per share, or approximately a 64% premium to the 20 day volume weighted
average trading price prior to June 15, 2011 of $0.1439 per share.
These trades were undertaken in a series of 44 purchases on the TSX at
successively higher prices over a span of approximately 10 minutes,
completed by a purchase of 5,645,000 Common Shares at $0.245. The
Common Shares closed at $0.20 per share on June 15, 2011 and at $0.17
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% 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% of the total
outstanding Common Shares.
About Forbes & Manhattan
Forbes & Manhattan is a leading merchant bank that has repeatedly
developed, financed and built significant shareholder value in
companies built on natural resource projects. An international firm
based in Toronto, Ontario, Forbes & Manhattan has a world-class
multi-disciplinary team of more than 150 employees and consultants and
takes an active involvement in the companies in which it invests,
taking direct roles on the boards of directors and on senior management
and technical teams. The Forbes & Manhattan group of companies is
currently comprised of over 35 natural resource companies with assets
located in 22 countries, which have raised aggregate financing in
excess of $2 billion in the past four years.
About Inspiration Mining
Inspiration Mining and its predecessors have been involved in mineral
exploration since 1972. Since 2005, Inspiration Mining's principal
focus has been on the exploration and development of its Langmuir
property located south of Timmins, Ontario, which has significant
nickel mineralization. Since 1996, Inspiration Mining has raised more
than $60,000,000 from the capital markets. Further information
respecting Inspiration Mining may be found under Inspiration Mining's
profile on SEDAR at www.sedar.com.
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