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Message: Re: SLI & Proxy battle ?
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Jun 14, 2013 09:52AM
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Jun 14, 2013 12:01PM
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Jun 14, 2013 12:32PM
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Jun 14, 2013 12:54PM

Part of a dissident group??

I am posting a couple news releases from 1999 that shows that part of our management was involved in some sort of dissident take over.

I realize this is a long read, but believe me it is very interesting.

I have hilighted certain names that I will talk about in a following post.

I'm not sure if I am reading it correctly, so I will not put any "opinions" into this. I will let the reader decide.

First here is a post that was made onSilicon Investor on March 22, 1999:

Brad,
The source of my information is an information circular for the "Solicitation of Proxies" sent to me by my brokerage house declaring a "Special Meeting of the Shareholders of NAXOS RESOURCES LTD".
It says the Concerned Shareholders are members of a group of 62 direct and beneficial shareholders representing approximately 9.10% of the outstanding shares of Naxos.
They list only two specific agenda items for the special meeting.
1. The removal of members of current members of the board of Directors.
2. The election of Directors
The following table sets out the names of the persons to be nominated by the Concerned Shareholder for election as Directors at the Special Meeting. Each of the following persons has consented to serve as a Director if elected. The following information regarding each of the proposed nominees has been furnished by the nominees.

Father Gregory Ofiesh, San Francisco,CA 200,000 shares

Marshall Naify, San Francisco,CA 250,000 shares

Lawrence Brierley, Victoria,BC Opthalmologist 20,000 shares

Lloyd Brewer Director of St. Elian Mines LTD since 1993, 0 shares

Bruce William Downing, White Rock,BC Senior geologist with Teck Exploration from 1994 to 1997. 0 shares

Gerald Gallissant, Penticton,BC Senior Geologist with White Explorations LTD 0 shares

Michael McGee, Palatine, IL, President of the Appleton Group LLC since 1985 0 shares

George Milburn, Victoria,BC founder and president of Kootenay Minerals LTD from 1960 0 shares

Stephen Jacklin, Vacaville,CA Senior aerospace engineer with NASA since 1979 0 shares

Michael N. Robson 1996-1998 Mine Superintendent for Blackhawk Mining in Manitoba 0 shares

Fady Joseph Sakkab, Edmonton,AB 1993 to current worked for Personal Finance Services 0 shares

The backround information is slightly abbreviated and as accurately as I could quickly type it. Hope it helps answer some of your questions. Have to go and play with the grandkids, now.
Tommy G


THIS FOLLOWED SHORTLY AFTER:

From: Father Gregory Ofiesh, Marshall Naify, Bruce Downing and Michael McGee). When the meeting was asked if there were any additional nominations, Father Gregory Ofiesh took the floor and nominated the same four dissident nominees that management had just nominated as well as the balance of the previous dissident slate other than Stephen Jacklin. As a result, there were 12 nominees for election to the Board and only 8 positions to be filled.

Following the initial ballot, Martin Blake, Stanley Combs, Daphne Elworthy and Jim Sahlin were elected. There was a 7 way tie for the remaining 4 positions.

In order the break the tie, the meeting was informed that a second ballot amongst the 7 individuals that were tied for the remaining 4 spots would be required. At this point, Father Gregory Ofiesh took the floor and announced to the meeting that he was withdrawing his name from the candidacy for election to the Board of Directors of the Company.

Following the second ballot, the tie was broken and the Board of Directors that was elected were as follows:

Martin Blake
Lloyd Brewer
Lawrence Brierley Stanley Combs
Bruce Downing Daphne Elworthy
Gerard Gallissant Jim Sahlin

At the Board of Directors' meeting held immediately following the Annual General Meeting, Bob Gardner was re-elected as President of the Company with Daphne Elworthy elected as Secretary/Treasurer and Paul Del Giudice was added as an additional Director.

JUST A FEW WEEKS LATER THIS WAS RELEASED:

VANCOUVER, BRITISH COLUMBIA

, CANADA--(BUSINESS WIRE)--July 14, 1999--

Naxos Resources Ltd (
OTCBBOTCBB


On Sunday, July 11, 1999, the Directors of Naxos Resources Ltd. received a Notice of Meeting

setting a Directors' Meeting for July 13, 1999.

The Notice of Meeting was signed by two of Father Gregory Ofiesh's

nominees to the Board of Directors, Lloyd Brewer and Lawrence Brierley.

The Notice of Meeting stated that the meeting would be held at the

residence of Dr. Brierley in Victoria, B.C. and that Directors

may "participate via teleconference", a procedure that has

been consistently followed at Naxos' Board of Directors Meetings

in the past.

At 6:45 p.m., Mr. Brewer informed the meeting that he would be

the Chairperson and, in that capacity, called the meeting to order and

proceeded to take a roll call, identifying that four members were present in

person in Victoria (Brewer, Brierley, Gerard Gallissant and Jim Sahlin)

and that the remaining three members of the Board were present via

teleconference (Daphne Elworthy, Stan Combs and Bruce Downing).

As declared by Mr. Brewer, also present in

Victoria were Mr. Brewer's wife and his lawyer.

Mr. Brewer immediately asked if any members of the Board objected

to the participation in the meeting by teleconference. As there was no

response, Mr. Brewer repeated this question and Mr. Gallissant

responded that he did have a concern.

Mr. Sahlin asked what he meant by that comment, at which point,

Mr. Brewer interrupted, informing the meeting that if there was

an objection, Directors attending by teleconference would not have a

right to participate. Mr. Brewer, as Chair, then stated that since there

was a quorum A majority of an entire body; e.g., a quorum of a legislative assembly.

A quorum is the minimum number of people who must be present to

pass a law, make a judgment, or conduct business. present at

Dr. Brierley's home in Victoria, the meeting would go ahead without

permitting participation by the Directors present by teleconference.

Mr. Sahlin expressed his strong disapproval of this tactic,

effectively stating that he would not participate in a meeting that was

deliberately designed to exclude certain Directors from participating

in the meeting. Mr. Sahlin then promptly left the meeting.

As a result of the Chairman's determination that the Directors

participating by teleconference did not form part of the meeting and

as a result of Mr. Sahlin's departure from the meeting, there was no

quorum and the meeting was thus effectively adjourned.

Following the
adjournment . of the meeting, the Directors of the company

continued informal discussion with the end result that Messrs.

Gallissant, Brewer and Brierley immediately tendered their

verbal resignations and disconnected the conference call. The company

has now received the written resignations of Messrs. Gallissant, Brewer

and Brierley, effective immediately.

ON BEHALF OF THE COMPANY

NAXOS RESOURCES LTD

http://www.thefreelibrary.com/Naxos+Resources+Ltd.+--+Announcement.-a055159149

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Jun 14, 2013 04:29PM
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