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Share Name | Share Symbol | Market | Type |
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St Elias Mines Ltd (CE) | USOTC:SELSF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
VANCOUVER, British Columbia, Dec. 3, 2012 /PRNewswire/ -- St. Elias Mines Ltd. (SLI – TSX:V) (Frankfurt Exchange: EKL) (U.S. Clearing Symbol: SELSF) today announced that it has filed and is mailing its Management Information Circular for the Annual and Special Meeting of Shareholders (the "Meeting") scheduled for December 27, 2012.
At the Meeting, shareholders will be asked to approve resolutions to elect five directors, to approve St. Elias' incentive stock option policy and to appoint an auditor for the Company.
"This year's Annual and Special Meeting of Shareholders is particular important for the future of our Company," said Lori McClenahan, President and CEO. "More than ever, it is crucial that the St. Elias Board has the right mix of experience and expertise to oversee the company for the benefit of all shareholders."
St. Elias has received notice that Mr. Gilby Len Hastman, an electrician from Spruce Grove, Alberta, intends to put forward five potential nominees in opposition to the Company's nominees for election to the St. Elias Board. As described in more detail in a letter to shareholders included in this news release, two of the potential nominees are prohibited by the Company's articles from being elected at this meeting because they did not provide their consent to serve within the time frame established under the Company's articles. Based on biographies provided to St. Elias, the remaining three have insufficient experience to lead St. Elias.
St. Elias urges shareholders to carefully review the Letter to Shareholders and the Management Information Circular and vote only the WHITE proxy well in advance of the proxy voting deadline of Friday, December 21, 2012 at 11:00 A.M. (Vancouver time).
St. Elias' Letter to Shareholders and Circular have been filed on SEDAR and posted to St. Elias' website at http://steliasmines.com/.
Voting Instructions
St. Elias recommends that shareholders vote only the WHITE proxy:
Letter to Shareholders
The complete Letter to Shareholders from St. Elias follows:
Dear Shareholders,
Our shareholder meeting is coming up. It will take place:
We will be asking shareholders to vote their WHITE proxy in support of Management and our proposed nominees for the Board.
You do not need to attend the meeting to vote – you can do so in advance of the meeting and instructions to do so are included in the enclosed Management Information Circular.
Your Careful Attention Is Needed
St. Elias has nominated five directors who have the relevant experience and expertise needed to lead the Company forward. Mr. Gilby Len Hastman of Spruce Grove, Alberta, has informed the Company that he intends to put forward himself and four other nominees for election to the St. Elias Board.
Two of Mr. Hastman's proposed nominees, James E. Rainbird and Richard Alexander Defreitas, are prohibited by the Company's articles from being elected at this meeting because they did not provide their consent to serve within the time frame established under the Company's articles. As for Mr. Hastman and his other two potential nominees, our primary concern is their lack of relevant experience.
Of the three remaining proposed nominees, and based on biographies provided to us, Mr. Hastman and Darcy Kim Hastman are electricians and Ted E.R. Rutherglen is a Human Resources Manager. These three individuals do not have any experience in mineral exploration or corporate finance. Moreover, they have no prior service as a director of any publicly traded company. In our opinion, this lack of relevant experience suggests that these three potential nominees are not qualified to lead St. Elias.
In contrast, the director nominees proposed by St. Elias collectively have deep expertise in mineral exploration, geology, public companies and finance. To prevent the possibility of individuals with insufficient experience from taking control of our Company, we urge shareholders to vote their WHITE proxy in support of Management. Below, we outline why Management is asking for your support.
Our Company Is Making Progress Despite Challenges
There is no doubt that this has been a challenging year for our Company, and for mining exploration in general, but we continue to make progress. As much as we all wish otherwise, we cannot control our share price. Management remains focused on the factors that we can control that will help determine our success:
Our Enhanced Governance
We have a strong and experienced management team and Board. That said, we are a junior company and recognize that we need to grow alongside our projects. For this reason we are making certain changes to enhance corporate governance. This will provide an additional level of reassurance to you, our shareholders, that your board is acting to protect your interests. Immediately after the meeting we are committed to establishing:
Elimination of Staggered Board Provisions
At the request of the TSX Venture Exchange, St. Elias has put a special resolution forward to amend the Company's articles by removing the staggered board provisions. The amendment is intended to comply with the Exchange's requirement that listed companies hold elections for all directors on an annual basis.
Unfortunately, the Exchange notified us that it wanted us to change our staggered board provisions only after we had announced, on October 29, 2012, that we would hold our shareholders meeting at the end of November. We subsequently cancelled that meeting and scheduled a replacement meeting after we completed discussions with the Exchange on an acceptable voting and amending process.
As a result, the Company is putting forward nominees for all five director positions. The details of the voting and amending process are fully described in the Management Information Circular. St. Elias urges shareholders to vote FOR the amendment to the Company's articles.
Vote For the St. Elias Nominees
Of the five St. Elias nominees, four are current directors and one, geologist Robert Krause, is new. St. Elias urges shareholders to vote FOR all five nominees based on their excellent credentials, as described below:
These five directors are the right people to guide our progress as we move forward.
*****************
We are grateful for your past support and look forward to another year of progress. We believe that our nominees provide the right mix of credentials and expertise needed to move our company forward.
Please allow us to continue our work for the benefit of you, the shareholder.
Please review the enclosed Management Information Circular and vote only the WHITE proxy. Vote today. If you have questions or seek assistance with voting your WHITE proxy, please call our proxy solicitation agent, Georgeson toll free at: 1-888-605-8412 or askus@georgeson.com.
Yours truly
St. Elias Mines Ltd.
"Lori McClenahan"
Lori McClenahan
President and CEO
About St. Elias
St. Elias is a gold-focused exploration company led by an experienced management team and active in Peru and British Columbia. St Elias' properties have high potential and are located in two of the most prolific mining regions of the world. For additional information on St. Elias and its projects, please visit us at www.steliasmines.com or call Danny Aaron at 1-888-895-5522 (toll free US and Canada).
If you have questions or need assistance voting your shares, contact our proxy solicitation agent, Georgeson Shareholder Communications Canada Inc. at 1-888-605-8412 (North American toll free) or email: askus@georgeson.com.
ST. ELIAS MINES LTD.
(signed "Lori McClenahan")
Lori McClenahan, President
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This News Release may contain forward-looking statements including, but not limited to, comments regarding the timing and content of upcoming work programs, geological interpretations, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.
SOURCE St. Elias Mines Ltd.
Copyright 2012 PR Newswire
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