2012-12-06 15:42:26 -
TORONTO, ONTARIO -- (Marketwire) -- 12/06/12 -- The concerned shareholder of Continental Precious Minerals Inc. ("Continental", "CZQ" or the "Company") is pleased that the Ontario Superior Court of Justice has confirmed that the Company's annual and special shareholder meeting will be held on December 20, 2012 as set out in the Company's press release yesterday. The concerned shareholder believes yesterday's decision brings Continental shareholders one step closer to finally being able to have a say in the future direction of your Company.
As of the close of business yesterday, 25,217,864 shares of Continental (which represent 44.3% of the issued and outstanding shares of Continental) have already been submitted in support of the concerned shareholder's nominees for the Continental board of directors. The concerned shareholder urges the incumbents to discontinue any further tactics to entrench themselves and frustrate the wishes of shareholders of CZQ who clearly have demonstrated an overwhelming demand for change. The concerned shareholder also urges CZQ to address the requests made by the concerned shareholder to ensure the meeting is conducted in a proper manner so that all votes submitted by CZQ shareholders are properly counted. To date, our requests, including the appointment of an independent chairperson for the meeting, have gone unanswered by the Company.
The concerned shareholder is also pleased to announce that a leading independent proxy advisory firm has today issued a report endorsing the concerned shareholders' board nominees by concluding the following:
In light of the consistent TSR (total shareholder return) underperformance, unfavorable operating and financial performance, and highlighted governance issues such as slate ballot, compensation and minimum quorum of shareholder meetings, the dissident has made a compelling case for change. As such, votes FOR dissident nominees are warranted.
Some other highlights from the report:
-- Most surprisingly, the company's Enterprise Value is negative; the
company has no debt, and its cash balance is higher than its market
capitalization. This may imply that shareholders are skeptical that they
would be able to receive the value of the cash, and may see further
deterioration of the company's balance sheet and cash balance over the
next several years as the company continues to lose cash in its
-- The company maintains a minimum threshold of 50% of shares outstanding
to establish a quorum at its annual meeting. This threshold is unusually
high, and raises concerns that it may serve as an entrenchment device
(CEO and Chairman tenures on this three member board are 24 and 25
years, respectively). Shareholders have not met quorum at any meeting in
the past 15 years, and as such they have not been given the opportunity
to communicate to their representatives effectively.
-- The dissident plan, though brief, has provided a valid point to
reevaluate the company' flagship Viken Project and reestablish an
appropriate strategy to better use the company's current treasury. The
dissident' demand of an independent chairman on the board is also
considered necessary as it will help improve the independent oversight
to the board, which is ultimately aligned with broader shareholder
-- The dissident nominees appear to have a diversified skill set with
required necessary skills such as law, corporate governance, mining,
finance, accounting/risk management to effect the change to the board.
CZQ issued a press release yesterday reiterating attacks it has previously made on the nominee directors put forward by the concerned shareholder. As the report referenced above sets out, contrary to the erroneous claims made by CZQ, the concerned shareholders' nominees provide a well-balanced skill set which is what the Company requires to build shareholder value. The report provides the following summaries with respect to the concerned shareholders' nominees:
Diges appears to have a good combined skill set of law, mining and finance. Her experience focused on international natural resource transactions and includes venture issues, corporate finance (both equity and debt), mergers and acquisitions, joint ventures, options, project finance and construction matters will appear to be beneficial in helping build a new strategy to turn around the company.
Curtis is an experienced geologist who has 40 years of experience and most of which are related to uranium which will help add technical expertise to the board.
Perry has a combined background of finance and mining. His experience in TSX's listings department may bring beneficial regulatory knowledge and corporate governance enhancement to the new board.
The lead dissident Sharad Mistry is a CA who is expected to bring more competent oversight to the company's audit committee. He also appears to have comprehensive experience in various areas such as finance and risk management which will help company to better assess future operations and projects.
We encourage CZQ shareholders to review the full bios for the concerned shareholders' nominees as set out in the information circular dated November 19, 2012 which was previously delivered to you and is now filed on the Company's page at SEDAR.com. The personal attacks issued by CZQ are meant to distract CZQ shareholders from the real issue at hand which is the destruction of shareholder value.
The concerned shareholder wants to once again take this opportunity to express sincere gratitude to the large number of Continental shareholders who have expressed their support for the concerned shareholder's nominees to date - we are almost there to successfully implement much needed change and we ask others who have yet to vote to do so as a way to ensure this happens.
The concerned shareholder continues to encourage Continental shareholders to vote the YELLOW proxy to ensure change. Continental shareholders are reminded that given the oppressive 50% proxy requirement that the Company has in place for a vote on directors, every vote counts to ensure the quorum requirement for the meeting is met and your voice can finally be heard.
Regardless of how many shares you own, all Continental shareholders are urged to read the information circular prepared by the concerned shareholder, and to seize this opportunity and vote the YELLOW proxy to ensure change.
Shareholders who have voted the management proxy and wish to support the concerned shareholder have the right to change their vote by simply executing a YELLOW proxy. A later dated YELLOW proxy replaces a previous recorded vote.
Time is of the essence, YELLOW proxies must be returned no later than December 17, 2012 at 5:00 p.m. (Toronto Time).
If you have any questions or require any assistance in executing your proxy, please call CST Phoenix Advisors at:
North American Toll Free Number: 1-800-332-7449
Outside North America, Banks, Brokers and Collect calls: 1-201-806-2222
Email: email@example.com : mailto:firstname.lastname@example.org
North American Toll Free Facsimile: 1-888-509-5907
For ease of voting and up to date information please continue to visit www.unlockcontinental.com
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of the concerned shareholder and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate.
The concerned shareholder does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law. Please refer to the concerned shareholders' circular for further information regarding the risks of these statements.
Phoenix Advisory Partners
Senior Vice President