VANCOUVER, Jan. 27, 2014 /CNW/ - Monument Mining Limited (TSX-V: MMY)
and (FSE: D7Q1) ("Monument" or the "Company") announced today that it
has filed a lawsuit in the Supreme Court of British Columbia (the
"Court") against GoldMet B.V. and its representative, George
In its notice of civil claim, Monument alleges that GoldMet and Mr.
Molyviatis are in breach of the terms of the February 17, 2013
agreement (the "Settlement") under which GoldMet and Mr. Molyviatis
agreed to support Monument, its management and its current Board of
directors on all matters during the currency of that agreement. The
Settlement also requires GoldMet and Mr. Molyviatis to facilitate the
voting of their shares in favour of Monument's director nominees and to
not solicit proxies or attempt to influence the conduct of
"Despite repeated requests to do so, GoldMet has refused to take the
actions required to facilitate the voting of the shares as contemplated
in that agreement," said George Brazier, Monument's Chairman. "We
believe we have a compelling legal case and are moving forward to get a
hearing in the Court as soon as possible, but shareholders should not
depend on the Court to protect their investment."
"Every vote we get, no matter how small, will help keep the dissidents
and their supporters from taking control of your Board at the Annual
General Meeting. Shareholders should follow the advice of ISS, a
leading independent proxy advisor, and vote for the incumbent Board,"
added Mr. Brazier.
Court relief sought by Monument
GoldMet is the largest shareholder of Monument, with 54.1 million common
shares representing approximately 19.67% of Monument's outstanding
shares (the "GoldMet Shares"). Monument has asked the Court for, among
other things, an order requiring GoldMet and Mr. Molyviatis to comply
with the terms of the Settlement with Monument. The Settlement requires
GoldMet and Mr. Molyviatis, among other things, to:
Support Management's nominees for the board of directors at Monument's
upcoming Annual General Meeting, scheduled for February 7, 2014;
Not solicit proxies from shareholders of Monument, alone or in concert
Register the GoldMet Shares in the name of GoldMet and/or Mr.
Confer upon Monument director Graham Dickson, and not anyone else, the
right to vote the GoldMet Shares.
Under the terms of the Settlement, GoldMet and Mr. Molyviatis each
signed an irrevocable power of attorney granting Mr. Dickson the right
to vote the GoldMet Shares in support of Management's slate of director
nominees at the upcoming AGM. To avoid any uncertainty and given
GoldMet's intransigence, Monument has now asked the Court for a
declaration that Mr. Dickson is in fact the only person entitled to
vote the GoldMet Shares and to otherwise require GoldMet to honour the
Monument alleges that GoldMet and Mr. Molyviatis are behind the
In the lawsuit, Monument also alleges that GoldMet and Mr. Molyviatis
are behind the dissident campaign, contrary to the terms of the
There are a number of reasons why Monument has come to believe that
GoldMet, Mr. Molyviatis and the dissidents are connected. These reasons
The multiplicity of relationships between Mr. Molyviatis and other
companies he and certain of the dissident nominees have interests in;
The immaterial ownership of the dissidents;
The dissidents' vague plan;
A recent email from Mr. Molyviatis suggesting he does not consider
himself bound by the GoldMet Shares voting agreement; and
Technical maneuvering by Mr. Molyviatis in repeatedly moving the GoldMet
Shares around behind the scenes so as to hide them in offshore,
unidentified accounts and hence frustrate Mr. Dickson from voting them.
Relationships between Mr. Molyviatis and certain of the dissident group
Monument has determined that Mr. Molyviatis has direct or indirect
connections to many of the dissident nominees, mainly through other
companies in which M. Molyviatis has an interest, some of which are
The limited qualifications and negligible ownership of the dissidents
and their vague plan
The limited qualifications and negligible ownership of the dissidents
and their vague disclosed plan suggest they are not acting alone and
have some other undisclosed master plan.
In assessing the dissidents' qualifications, shareholders should not
rely on the biographies provided by the dissidents. Monument has
identified a number of deficiencies in the dissident materials and is
continuing its investigation and considering possible courses of action
in light of these and other deficiencies.
Following are some of the deficiencies of the dissident nominees that
shareholders should be aware of:
Avner Kreimer of Thonex, Switzerland, the dissident leader, has no
disclosed experience in mining or as a director of a publicly-traded
company. Mr. Kreimer is not strong on consistency. A year ago he
approached Monument with a risky idea to go far afield and consider
buying some mining properties in Peru that were being shopped around
but were not supported by a NI 43-101 technical report. Yet now he
complains about Monument's purchase of the Murchison project on the
specific grounds that it doesn't yet have a NI 43-101 report. Murchison
does have a JORC compliant resource that is presently being converted
to 43-101 standard and it is a fully developed mine with all
infrastructure such as mill, leach circuit, laboratory, 120 man camp
and related support facilities.
Edward Karr of Geneva, Switzerland has no disclosed experience in mining
or as a director of a publicly-traded company.
Gaston J. Reymenants of Howth, Ireland has no disclosed experience as a
director of a publicly-traded company. He was rebuffed in another proxy
contest where he was put up as a nominee.
Patrick de Saint Simon of Lyon, France appears to have exaggerated the
length of his service as a director of Semafo Inc. His biography says
he was a director from 2005 to 2012. However, Semafo's filings on SEDAR
show that he only served on the board of that company from 2006 to
Andrew Forrest of Nyon, Switzerland appears to have exaggerated the
length of his service as a director of Buchans Mining Corp. According
to his biography, he joined the Buchans board in 2009 but Buchans'
filings on SEDAR show that he joined the board only on April 30, 2010.
Moreover, his biography provides no indication of the poor performance
of Buchans during his term as a director, which ended on July 16, 2013.
Buchans' share price declined by approximately 67% over this period.
Mr. Forrest is also listed as a director of one other publicly-traded
company, Gossan Resources Ltd. Since he joined the board on October 2,
2012 the shares have dropped in value by 83%.
Michael Donald Smith of Toronto, Ontario, the token Canadian among the
dissident nominees, is 70 years old. The biography provided by the
dissidents says he has "acted as a director and officer of publicly
traded companies" but does not say when or name any companies for which
he served as a director. According to Monument's research, virtually
all of his service as a corporate director was prior to 2000. He has
not served on any boards since 2006. His last board was MenGold
Resources Inc, whose stock price declined by approximately 93% from
1993 to 2006, the period for which he served as a director.
These dissidents, who seek 100% control of Monument's Board, only own
0.058% of Monument's shares (less than 1/17th of 1%). The cost of their proxy contest will be far more than the value
of their shares, currently less than $50,000. That they would take on
such an expense with so little equity and inadequate qualifications
doesn't make sense on its own, but does make sense if they have the
secret support of a shareholder who has a meaningful stake and a desire
to get at Monument's cash and valuable properties.
Similarly, the dissidents' vague plan for Monument does not make sense
if they are acting on their own, because they are providing
shareholders with nothing persuasive to vote for. But if the dissidents
have the secret support of a significant shareholder, they might think
they can win without a detailed disclosed plan, which shareholders will
only find out later. We will leave it to shareholders to draw their own
conclusions as to whether such an undisclosed plan is likely to be in
their best interests.
Vote for Monument's incumbent Board
While Court orders might help Monument beat back the danger, Monument
urges shareholders to exercise their franchise and vote only the
Management proxy in support of Monument's incumbent eight-person board,
which has been nominated for re-election. This Board intends to
continue to grow the Company's profitable mines in Malaysia and to
advance its projects there and elsewhere, creating sustainable and
growing value for all shareholders.
Monument urges shareholders to vote for the incumbent board members and
allow them to continue to work for the benefit of all shareholders.
Vote the Management proxy to keep the dissident team off of the
Monument board. Don't let dissidents seize your company and take it in
Institutional Shareholder Services Recommends Shareholders vote FOR all
Institutional Shareholder Services ("ISS") s a leading independent
international corporate governance analysis and proxy voting firm. ISS'
recommendations are intended to assist shareholders in making choices
regarding proxy voting decisions. In making its recommendations, ISS
considers the outcome that is in the best interests of shareholders.
ISS has recommended that its clients vote FOR all Monument director
nominees. The Company advises shareholders to use only the Management
proxy when voting.
For more on ISS' recommendation, please select the following link: http://www.monumentmining.com/s/news.asp?ReportID=620938
YOUR VOTE IS IMPORTANT. PLEASE VOTE USING ONLY MANAGEMENT'S PROXY TODAY.
Your vote is important regardless of the number of shares you own.
Monument encourages Shareholders to read the meeting materials in
detail. The Management Information Circular and Management's Proxy are
available on the Company's website at www.monumentmining.com or on
SEDAR at www.sedar.com.
The board of directors of Monument recommends that Shareholders vote IN
FAVOUR of all proposed items.
Vote today FOR Monument's board using only Management's proxy
As time is of the essence, Shareholders are encouraged to vote via the
internet or by telephone.
Registered Shareholders (shareholders who hold Monument shares in their
name and represented by a physical certificate) may vote in person at
the meeting, by mail or by using one of the following methods:
Internet: vote online at www.investorvote.com using the control number located on your proxy
Telephone: 1-866-732-8683 (toll free in Canada and US) / 312-588-4290
Facsimile: 1-866-249-7775 (toll free in Canada and US) / 416-263-9524
Beneficial Shareholders (shareholders who hold Monument shares through a
bank, broker or other intermediary) will have different voting
instructions and should carefully follow the voting instructions
provided to them.
Shareholders who have questions or have not received their proxy or
voting instruction form may contact the Proxy Solicitation Agent below:
Laurel Hill Advisory Group
Toll free: 1-877-452-7184 (416-304-0211 collect outside Canada and the
Monument Mining Limited (TSX-V:MMY, FSE:D7Q1) is an established Canadian
gold producer that owns and operates the Selinsing Gold Mine in
Malaysia, with production cash costs among the lowest in the world.
Its experienced management team is committed to growth and is advancing
several exploration and development projects in Malaysia, including the
100% owned, development stage, Mengapur Polymetallic Project. The
Company employs 330 people in Malaysia and is committed to the highest
standards of environmental management, social responsibility, and
health and safety for its employees and neighboring communities.
Robert F. Baldock, President and CEO
Monument Mining Limited
Suite 910- 688 West Hastings Street
Vancouver B.C. Canada V6B 1P1
"Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release."
This news release includes statements containing forward-looking
information about Monument, its business and future plans
("forward-looking statements"). Forward-looking statements are
statements that involve expectations, plans, objectives or future
events that are not historical facts and include the Company's plans
with respect to its mineral projects and the timing and results of
proposed programs and events referred to in this news release.
Generally, forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". The forward-looking
statements in this news release are subject to various risks,
uncertainties and other factors that could cause actual results or
achievements to differ materially from those expressed or implied by
the forward-looking statements. These risks and certain other factors
include, without limitation: risks related to general business,
economic, competitive, geopolitical and social uncertainties;
uncertainties regarding the results of current exploration activities;
uncertainties in the progress and timing of development activities;
foreign operations risks; other risks inherent in the mining industry
and other risks described in the management discussion and analysis of
the Company and the technical reports on the Company's projects, all of
which are available under the profile of the Company on SEDAR at
www.sedar.com. Material factors and assumptions used to develop
forward-looking statements in this news release include: expectations
regarding the estimated cash cost per ounce of gold production and the
estimated cash flows which may be generated from the operations,
general economic factors and other factors that may be beyond the
control of Monument; assumptions and expectations regarding the results
of exploration on the Company's projects; assumptions regarding the
future price of gold of other minerals; the timing and amount of
estimated future production; the expected timing and results of
development and exploration activities; costs of future activities;
capital and operating expenditures; success of exploration activities;
mining or processing issues; exchange rates; and all of the factors and
assumptions described in the management discussion and analysis of the
Company and the technical reports on the Company's projects, all of
which are available under the profile of the Company on SEDAR at
www.sedar.com. Although the Company has attempted to identify
important factors that could cause actual results to differ materially
from those contained in forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove to
be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements.
The Company does not undertake to update any forward-looking
information, except in accordance with applicable securities laws.
PDF available at: http://stream1.newswire.ca/media/2014/01/27/20140127_C5505_DOC_EN_35938.pdf
SOURCE: Monument Mining Limited
For further information:
visit the company web site at www.monumentmining.com or contact:
Laurel Hill Advisory Group Toll free T: 1-877-452-7184 (416-304-0211 collect outside Canada and the US). Email: firstname.lastname@example.org.
Wolfgang Seybold, Axino AG-Europe T: +49 711-2535-92 40