St. Elias dissidents consider suing over green proxies

2013-01-02 21:30 ET - News Release

Mr. Gilby Hastman reports

CONCERNED SHAREHOLDERS OF ST. ELIAS MINES LTD. CONSIDER LEGAL ACTION AFTER OPPRESSIVE AND ILLEGAL CONDUCT OF THE COMPANY AT THE AGM

Gilby Len Hastman and Darcy Kim Hastman (the concerned shareholders) are currently reviewing all alternatives for legal action against St. Elias Mines Ltd. and the individual directors of the company with respect to their conduct at the company's annual general meeting held on Dec. 27, 2012.

The concerned shareholders validly deposited with Olympia Trust Company, as transfer agent for the company, green proxies for a total of 64,649,933 shares, representing approximately 55 per cent of the total issued and outstanding shares of the company, for use at the AGM. In a marked departure from customary corporate practice, the company refused to disclose how many votes management of the company received at the AGM, but the concerned shareholders believe that it is highly likely that management received less than 25 per cent of the votes cast at the AGM.

The chair of the AGM, Lori McClenahan, ruled that all green proxies were invalid and declared that the management nominees were elected, notwithstanding that the green proxies, representing the majority of the outstanding shares of the company, were properly voted in favour of the election of Gilby Len Hastman, Darcy Kim Hastman, Ted E.R. Rutherglen, James E. Rainbird and Richard Alexander Defreitas (the dissident nominees).

The concerned shareholders believe that Ms. McClenahan had no legal basis or authority to invalidate the green proxies and that the majority of the dissident nominees were entitled to be elected as directors at the AGM. The concerned shareholders also believe that Ms. McClenahan's actions effectively disenfranchised and thwarted the will of a majority of the company's shareholders, further entrenched the existing management, undermined the rights afforded to shareholders investing in companies listed on the TSX Venture Exchange, and diminished investor confidence in Canadian capital markets.

The concerned shareholders are currently considering all avenues for recourse against the company and its directors and will provide further information to shareholders in due course. If you have any questions, please contact either of the concerned shareholders as follows: Gilby Hastman (1-780-974-5925), Darcy Hastman (1-780-974-5924) or by e-mail at steliasnominees@gmail.com.