Mr. Michael Reimann reports
JARED LAZERSON NOT AUTHORIZED TO BIND MGX MINERALS INC.
On Oct. 7, 2019, directors Lyndon Patrick and Michael Reimann disseminated a press release announcing the termination of Jared Lazerson as chief executive officer and president. The termination occurred at a duly called directors meeting, at which all directors were in attendance, and the notice of meeting included the termination of Mr. Lazerson as chief executive officer and president as the first agenda item. This was the second meeting duly called by a director for this purpose. In the first board meeting, Mr. Lazerson refused to permit the matter to be discussed. Mr. Patrick and Mr. Reimann called the Oct. 7 meeting after taking legal advice that the chair of the meeting could not unilaterally prevent directors from discussing a matter the board meeting had been specifically called to discuss.
After the dissemination of the press release, Mr. Lazerson put out a press release purportedly for MGX and stated that the motion to remove Mr. Lazerson was "ruled out of order by the meeting chair due to procedural irregularities." Mr. Lazerson tried to rule the motion out of order, but it was duly moved, seconded and voted upon. The three directors who had the right to vote on the motion did so, and it passed.
Mr. Lazerson's press release then went on to say that the motion was defeated 3 to 2 on the vote of four directors (five votes for four directors). Mr. Lazerson took the position that contrary to the B.C. Business Corporations Act requirement that a director who has an interest in a contract or transaction may not vote on it, Mr. Lazerson awarded to himself two votes on this matter. In addition to the corporate law prohibition against self-dealing, the company's articles require a director who has an interest in a contract or transaction to abstain on a motion about it. The articles also did not deter Mr. Lazerson from his position to award himself two votes to be able to vote in favour of his own material personal interests. In compliance with corporate law, the company's articles and common sense, Mr. Patrick and Mr. Reimann did not recognize the two votes that Mr. Lazerson improperly awarded himself, and the resolution to terminate Mr. Lazerson for cause effective immediately was passed 2 to 1.
With this press release, notice is hereby given to any party with whom Mr. Lazerson may contract on behalf of MGX Minerals that the company will not be bound by any act or contract which Mr. Lazerson makes. Mr. Lazerson is no longer the chief executive officer and president.
About MGX Minerals Inc.
MGX Minerals is a diversified Canadian resource company with interests in petrolithium, magnesium and silicon assets throughout North America.
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