Below is a very good letter by a concerned shareholder. I hope you don’t mind me sharing it here and that I made a few changes.

Readers may think about using some of these ideas for your own campaign.

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We are writing to express concerns in how the public company St. Elias Mines is being governed by the current CEO Lori McClenahan and we are asking the regulatory boards to step in and support the shareholders. We, along with many shareholders, have been unhappy with current management’s business practices and disappointing performance history for the last year. We also feel that our rights as shareholders have been recently violated with regards to certain actions Ms. McClenahan took at the recent AGM. Shareholders have attempted to effect change through writing letters to regulators and government and recently submitting a petition with approximately 500 names on it. At this time all these efforts to ask the regulatory boards to support shareholders appear to have had no effect. We, as shareholders, next attempted to express our displeasure with current management through the annual general meeting which was held on December 27 in Vancouver. A group called the Concerned Shareholders Group nominated an alternative slate of directors to run against the slate of directors put forth by management. We have several concerns with how management, specifically Ms. McClenahan, organized and ran the meeting and feel she did everything possible to make it impossible for the shareholders to have their voice heard.

1. At this AGM, acting as chairman, Ms McClenahan dismissed the Concerned Shareholders Green Circular saying it was invalid as it mislead the shareholders with inaccurate information which meant that the candidates nominated by management were then elected to the board. The Green Circular had received nearly 65 million votes, which is a majority. Management has not yet disclosed the number of votes they received supporting their slate of candidates. However, regardless of the actual number, it cannot be a majority seeing that the majority of voters clearly voted for change by voting in favor of a different slate of directors. Speaking as a shareholder who voted for the Green Proxy, we do not feel we were mislead by the Green Circular. The candidates’ backgrounds were clearly stated along with contact information if we wanted further information. The two issues that she states are misleading are: 1) One candidate stated he was Harvard educated - She stated this was misleading because he does not have a degree from Harvard. He may not have a degree, but he still attended Harvard so how is this misleading? 2) The candidate that she indicated in a news release prior to the AGM that was not fully disclosing his background, was disallowed by her to even run in the election. At the time of voting, only 3 candidates on the Green Circular were eligible to run for the board and we felt fully informed when we voted for them. Even if you support the legality of Ms. McClenahan dismissing the Green Circular, how can you support the dismissal of a majority of votes asking for change?

2. Ms. McClenahan announced this “The company looks forward to the Meeting, which, for security and reasons related to the decorum of the Meeting, will be closed to all persons except those allowed to attend pursuant to the company’s Articles and corporate law." in a new release on Friday Dec. 21/12 at 3:16 pm. Shareholders have previously been unable to access a current set of bylaws so were unable to determine who would be allowed to attend until they were told at the door of the meeting that they needed a share certificate to be admitted. Only four of the shareholders supporting the Green Circular (two of those being the Concerned Shareholder group) had a certificate as this has never been required at previous AGMs. Several shareholders supporting the Green Circular were there but were not allowed to enter the AGM. Even if shareholders knew the bylaw that specified they needed a share certificate, they would have had a very difficult time attaining it prior to the AGM given that the news was released late in the day on the Friday - six days prior to the Thursday meeting with both a weekend and Christmas falling between - limiting the time required to attain their share certificate. Ms. McClenahan had previously changed the date of the AGM twice and then finally chose Dec 27. Choosing this date for the AGM, plus the late announcement of a “closed meeting”, which made it virtually impossible for shareholders to attain a certificate, was done with the full intention of making it difficult for shareholders to attend the AGM because Ms. McClenahan knows very well that shareholders are unhappy with current management. One of the management’s nominees, who was not on the previous Board of Directors, does not own any shares in the company, yet an exception was made for him to be able to enter the meeting. As well, according to management’s White Circular, none of the other Directors, except Ms. McClenahan, own shares in the company and again they were allowed in.

The following points demonstrate how our shareholder rights were violated in relation to the British Columbia Business Corporation Act.

Participation at meetings of shareholders

174 (1) Unless the memorandum or articles provide otherwise, a shareholder or proxy holder who is entitled to participate in, including vote at, a meeting of shareholders may do so by telephone or other communications medium if all shareholders and proxy holders participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other.

We understand this subsection to mean that either all people in the meeting or none of them will have access to a phone during the meeting. Ms. McClenahan did not allow any shareholders that supported the Green Circular to take a telephone into the meeting. However, a shareholder who was not allowed into the meeting, observed a member of the SLI team using a telephone while he came and went from the meeting. Many shareholders who wanted to attend and were eligible to vote were not allowed to attend the meeting, and no provision was in place to ensure all these eligible voting shareholders had an opportunity to vote on the day of the meeting.

Election of chair

178 Unless the memorandum or articles of a company provide otherwise, the shareholders who are present in person or by proxy at a meeting of shareholders and who are entitled to vote at the meeting may elect as the chair of the meeting any shareholder or proxy holder who is entitled to vote at the meeting.

By purposely making it difficult for shareholders that support the Green Circular to attend the meeting, it would bias the vote towards electing a chairman that is supportive of management. In the case of this AGM, Ms. McClenahan was the chairman of the meeting. Given the issue of the proxy battle at hand, this was clearly a blatant conflict of interest.

Refusal to process proposal

191 (1) A company that does not intend to process a proposal in accordance with section 189 (1) to (4) on the basis that subsection (5) of that section applies to the proposal or on the basis that the proposal is one referred to in subsection (4) (b) of that section must, within 21 days after the proposal is received by its registered office, send to the submitter

(a) written notice of the company's decision in relation to the proposal, and

(b) a written explanation as to the company's reasons for its decision, including a specific reference to the provision of section 189 that the company is relying on in refusing to process the proposal and the reasons why the company believes that that provision applies.

We interpret this subsection to mean that the company would have needed to give prior notice concerning their intention to dismiss the Green Circular in writing to the Concerned Shareholders Group prior to the AGM. It is apparent that Ms. McClenahan knew before the AGM that she planned to dismiss the Green Circular yet she did not give any written notice prior to the meeting.

It is our opinion that Ms. McClenahan, both prior to the meeting and while acting as chairman of the meeting, made several decisions biased towards her own and management’s interests. While none of this may be illegal, it is clearly not in the best interest of the shareholders. If we are unable to affect change through writing letters and petitions to the regulatory boards and then are unable to have our voice heard through the AGM through either a proxy vote or attending the meeting, then how are we, as shareholders, able to have any input into our investment?

We are asking the BSCS and the TSX to intervene in this company and reverse the decision Ms. McClenahan made dismissing the Green Circular resulting in the election of the 3 eligible nominees on the Green Proxy. The Voting Victory needs to be upheld and the regulators must not allow the CEO of SLI to make a mockery of our shareholders rights process. We assure you that we were not mislead in regards to the Green Circular and we clearly voted for change and support of the Green nominees. Indeed, the sheer overwhelming majority vote is a very clear and unified message from the shareholders. We have been stripped of our rights to vote and the right to have our voice heard. This is unlawful and harmful to the shareholders, the company, and the markets.

Thank you for taking the time to read our concerns, and we look forward to seeing corrective action take place within the authority of your position and organization.

<Name Here XXXXX>

The above letter has also been sent to the departments, commissions, organizations, agencies and individuals listed below.

Please note that the above letter may also have been distributed to other MPs, others and media not listed below.

British Columbia Securities Commission

Alberta Securities Commission

TSX Venture Compliance and Disclosure
Compliance & Disclosure - Montreal, Toronto and Calgary Offices
Joanne Butz
Compliance & Disclosure - Vancouver Office - Mani Sanghera

TSX Advisory Committee - Charlotte Bell

Canadian Securities Administrators

Canadian Coalition for Good Governance - Stephen Erlichman

Canadian Foundation for Advancement of Investor Rights (FAIR Canada)

The Honourable Robert Douglas Nicholson
Minister of Justice and Attorney General of Canada

Minister of Justice and Attorney General - Honourable Shirley Bond

Minister of Finance - The Honourable James M. Flaherty

Right Hon. Stephen Harper

Conflict of Interest and Ethics Commissioner - Mary Dawson, C.M., Q.C.

Ethics Commissioner - Neil R. Wilkinson

Conflict of Interest Commissioner - Paul D.K. Fraser, Q.C


Members of Parliament

Elizabeth May - Green Party Leader and MP for Saanich-Gulf Islands

Hon. Thomas Mulcair - Québec

Hon. Diane Ablonczy - Alberta

Hon. Rona Ambrose - Alberta

Hon. Scott Brison - Nova Scotia

Jean Crowder - British Columbia

Peter Goldring - Alberta

United States SEC Contacts:
Chicago Regional Office - Merri Jo Gillette, Regional Director
New York - Andrew Calamari, Regional Director

General Secretariat - International Organization of Securities Commissions (IOSCO)