CONCERNED SHAREHOLDERS STATE CONCERNS WITH PURCHASES OF URSA MAJOR SHARES BY
posted on
Jun 23, 2011 08:07PM
The company is exploring for nickel deposits on its Langmuir property near Timmins, Ontario; for nickel-gold-copper on its Cleaver and Douglas properties; and for molybdenum and rare earth elements at recently acquired Desrosiers property.
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.
http://www.newswire.ca/en/releases/archive/June2011/23/c8950.html?view=print