NMI Clarifies Mundoro Meeting Procedures
VANCOUVER, Aug. 30, 2012 /CNW/ -
Dear Fellow Shareholders,
On August 28(th), 2012, Mundoro Capital Inc. issued a press release announcing that it
stands behind all procedures followed during the Annual General and
Special Meeting of Shareholders.
In order to truly appreciate this comment, Shareholders need to be made
aware of the “procedures followed” by Mundoro leading up to and during
As announced by NMI, on behalf of concerned Shareholders of Mundoro, in
our most recent press release, minority Shareholders still have not
been given an opportunity to review proxies and related Meeting
materials that were deposited prior to the Meeting and voted during the
Meeting. As a result, we are not in a position to factually determine
the numbers of votes cast or even voted at this Meeting.
The procedures followed by Mundoro include the following:
1. Management hired an "independent" Scrutineer. The Scrutineer reported only to Management and took instructions strictly from Management. Upon registration at the Meeting, the Scrutineer would not tell Shareholders or Proxy holders how many shares their records showed as being entitled to vote. Shareholders were told that the Scrutineer had to check with Management first. 2. As previously mentioned, Management has not yet allowed Shareholders to review and inspect proxies, ballots and related materials that have been in the hands of Management for some time. We note that Management is legally entitled to do so, but the playing field is far from level. Management's counsel has informed us that they will be providing this information to us next week, after Management has had yet another opportunity to review them. Enquiries as to how this information will be provided remain unanswered. 3. Many efforts were made by Shareholders to meet with the Chairman of the Meeting prior to the Meeting in order to discuss routine matters including any potential decisions to be made by the Chairman on the validity of proxies. All efforts to meet with the Chairman were rejected by Management. As a result, any decisions made by the Chairman in this regard were made based solely on Management's perspective and presentation of the materials without any opportunity from the minority Shareholders to be heard. 4. Notwithstanding many requests for an independent chair in order to ensure that matters such as those already discussed and those that arose at the Meeting would not occur, all such requests were rejected. Although this Meeting was clearly contentious, the Chairman did not create opportunities for discussion on any matter. Only when discussion on a matter was imposed from the floor was an opportunity for discussion provided. On motions by which the vote was taken by a show of hand, the Chairman did not ask if there were any votes against the motion. We had suggested that the Chairman obtain independent counsel prior to the Meeting, but again we were advised that he would not do so. The Chairman consistently, both before and during the Meeting received advice from the lawyers for Management and the Company, not from independent counsel.
5. Amongst his rulings were the following: a) A decision to accept certain late votes that were cast in favour of Management. Enquiries as to how many votes were saved as a result of his decision were rejected, with the result that it is still unknown what the outcome of the Meeting would have been without this decision. b) Having exercised his discretion to include late votes (which again, at law he is entitled to do), the Chairman should then accept all late votes, but rather than accepting all late votes, he accepted only those in favour of Management. c) Management stated that the Chairman accepted a large vote on the Blue Proxy that he felt may have been late; it is NMI's position that the vote was effective in any event and accordingly, this purported exercise of discretion in favour of the concerned Shareholders was not required. d) The Shareholders were informed that the Chairman was retaining the right to subsequently determine whether the Blue Proxies should be invalidated in their entirety should NMI choose to reopen matters following the Meeting. To our understanding, there is no basis upon which he is entitled to do so. e) At the commencement of the Meeting, the Chairman declared that a quorum was present but did not announce the number of Shareholders present in person or by proxy. In fact, in announcing the results of the first pair of motions, the Chairman announced the results on a pass or fail basis and did not disclose the number of votes. Upon request from the Shareholders, the Chairman advised that he was not legally obligated to provide those numbers. Following further requests from the floor, the Chairman finally retracted from his position and shared the actual results of the vote with the Shareholders, but to date has still not advised how many shares were represented at the Meeting. f) At the end of the Meeting, prior to the termination of the Meeting, the Chairman called for a short adjournment in order to allow the Scrutineers time to tabulate the results of the vote on directors and to give those present an opportunity to leave the room for whatever reasons they may choose. The Chairman chose to reconvene the Meeting, even though many Shareholders and Proxyholders had not returned to the room (including all of the NMI participants and their counsel (who was engaged in discussion with Mundoro's counsel)) and announced the results for the election of the directors. No effort was made to include those in the hallway outside the room and the Meeting was forthwith terminated before the Shareholders could participate.
6. When the concerned Shareholders placed a motion to have the number of Directors set at 5, the Chairman, through counsel, noted that the motion had to be seconded in order to be effective. Following enquiry, this fact was confirmed by the Chairman. Notwithstanding, Management's motion to set the number of Directors at 4 was not seconded, and yet the Chairman allowed this motion to go to ballot. In our opinion, this motion is invalid and the resolution should be set aside.
The concerned Shareholders of Mundoro await information from Management
so that the true outcome of the Meeting, as decided by all of the
Shareholders, can be determined.
Please visit www.mundororights.com today.
SOURCE Northern Minerals Investment Corp.