VANCOUVER, Nov. 7, 2012 /CNW/ -
Dear Fellow Shareholders,
On August 27, 2012, Mundoro Capital Inc. (the "Company") held an Annual
General and Special Meeting of Shareholders (the "Meeting"). The
results of the Meeting, as announced by the chairman, were extremely
close, with the exception of Management's plan to amend the articles to
entrench the advanced notice policy, which was soundly defeated by the
Prior to, during and following the Meeting, the concerned shareholders
voiced strong and repeated concerns about the independence of the
chairman of the Meeting, the conduct of Management and certain
directors, as well as ultimately, the outcome of the Meeting itself.
These concerns were coupled with requests made to Management to review
the proxies and other Meeting materials, which is a legal right of any
shareholder. Such efforts, all in the direction of basic good
governance and shareholder rights, were outright rejected by Management
and the chairman, John Hoey.
After considerable delay, the concerned shareholders were finally
provided with the Meeting materials (all be it with certain portions
deleted) for review. This review established exactly what we were
concerned about: certain proxies had been counted in favour of
Management that should not have been and that, in our opinion, upon a
proper tally, the concerned shareholders had been successful on all
Faced with a vote count based on the concerned shareholders' review that
would have yielded minority representation on the Board of Directors of
the Company, Management refused to accept the revised vote. Efforts to
negotiate an alternate arrangement that could have been effected
without a new shareholders meeting were delayed and ultimately rejected
by Management and Mr. Hoey. Mr. Allen Li, on behalf of the concerned
shareholders made continuing efforts to meet with Mr. Hoey. Mr. Hoey
accepted these overtures to meet, but dragged this process out until he
finally told Mr. Li that Management was not about to reconsider the
vote count as announced by the chairman.
Having exhausted all efforts of negotiation, this leaves the concerned
shareholders with two options; to either go to court and have a judge
overturn the outcome of the Meeting by agreeing that Mr. Hoey's
inclusion of certain votes were invalid or alternatively, for the
concerned shareholders to put an end to their campaign.
The next step in the legal process would continue to cost the Company
and the concerned shareholders considerable amounts of time and money.
The concerned shareholders have decided not to pursue legal action
against the Company given the time that it would take to bring this
matter to conclusion and the additional expenses that would be incurred
by all. In doing so, the concerned shareholders make it clear that
they do not accept the chairman's declaration on the outcome of the
Meeting and are convinced that had there been an independent chairman
and had the votes been properly tabulated, the concerned shareholders
would have been successful. The concerned shareholders will continue
to press for minority rights in Mundoro and will take whatever steps
are reasonable to ensure the accountability of Management to its
The concerned shareholders would like to take this opportunity to thank
the majority of Mundoro shareholders who supported our position for
shareholders rights; it is unfortunate this majority view was thwarted
by what appears to be an incorrect vote count!
SOURCE: Northern Minerals Investment Corp.