The Group collectively represents in excess of 50% of the issued and outstanding shares of Selwyn
DENVER, May 30, 2013 /CNW/ - Resource Capital Fund IV L.P. and RCF Management LLC (together, "RCF"), Samara Capital Inc., Pan Pacific Metal Mining Corporation, China Mining Resources Group Limited and Transaminvest S.A. (collectively the "Concerned Shareholders"), announce the issuance of a proxy circular which nominates five (5) independent candidates for the Board of Selwyn Resources Ltd. (TSX-V: SWN) and solicits votes against management's ill-advised and self-serving liquidation proposal. The Concerned Shareholders, who represent 50.94% of the issued and outstanding common shares of Selwyn, urge all shareholders to support their highly qualified nominees at the special meeting scheduled to take place on June 17, 2013.
The issuance of the proxy circular is in response to what the Concerned Shareholders believe to be a pattern of poor governance behavior by the incumbent Board including:
- The unnecessary and self-serving two month postponement of the vote to elect directors, at a cost of at least $600,000, that was originally scheduled for April 22, 2013 (the "First Meeting") and which would have resulted in the replacement of certain Board members;
- The running of the First Meeting without an independent chairperson;
- The improper conduct of the First Meeting designed to entrench management and the incumbent Board in the face of overwhelming shareholder opposition;
- The proposal of a liquidation that the Concerned Shareholders believe is solely constructed to ensure that large change of control payments to management and employees, which total approximately $4 million, take precedence over any shareholder distribution in a liquidation; and
- The squandering of $180,000 of shareholders' funds to engage a proxy solicitor to attempt to defeat the inevitable removal of the incumbent Board.
For these reasons and others, the Concerned Shareholders believe that the only course of action available is the replacement of the entire Selwyn Board. Shareholders have a right to be heard on June 17, 2013 and the Concerned Shareholders are calling on the current Selwyn Board to not cause any further delay and not to engage in any further entrenchment tactics at this meeting.
For months now, members of the Concerned Shareholders have been informing Selwyn's incumbent Board and management that they wished the net proceeds from the sale of the Company's remaining 50% interest in the Selwyn zinc and lead project to its joint venture partner, Chihong Canada Mining Inc. (the "Sale Transaction"), be distributed to shareholders and not be used to fund further development at the company's ScoZinc project.
Despite clear messages from shareholders and warning signs from a heavily discounted share price, the incumbent Board and management continued to state until April 29, 2013 that the Company's strategic plan was to use the proceeds of the Sale Transaction to develop the ScoZinc project. This reluctance by the incumbent Board to change the strategic plan for the Company in the face of such facts reflects a disturbing lack of concern for shareholder interests. This lack of concern ultimately manifested in a contentious April 22nd shareholder meeting where shareholders representing approximately one-half of the outstanding shares of Selwyn (approximately three quarters of the shares present at the First Meeting) were denied their right to vote on matters that were contained in Selwyn's own March 22nd management proxy circular. This First Meeting was chaired, not by an independent director, but by Harlan Meade, the CEO and President of Selwyn. This clearly demonstrated the Board's lack of independence from management.
Further, the Concerned Shareholders maintain that the incumbent Board has continued to make costly and fruitless decisions without the authority to do so given the fact that it does not have the support of a majority of its shareholders. These decisions are not only irresponsible, but they are not in the interests of the Company or shareholders. Among them was the decision to propose a liquidation of the Company as the method to distributing cash to its shareholders. This proposal favours existing management over shareholders as it provides the greatest certainty that approximately $4 million in change of control payments are paid out to the named executive officers and eight other employees, in priority to any payments to shareholders.
For these reasons, the Concerned Shareholders recommend that shareholders protect the value of their investment in Selwyn by voting the Concerned Shareholder's BLUE proxy:
- AGAINST management's liquidation proposal;
- AGAINST giving management the discretion to appoint a liquidator;
- FOR fixing the number of directors at five (5);
- FOR the election of the Concerned Shareholder's nominees who will act in the best interest of shareholders;
- AGAINST the re-approval of Selwyn's stock option plan; and
- FOR the re-appointment of KPMG LLP as the auditor of Selwyn.
The nominees being proposed by the Concerned Shareholders are highly qualified and experienced individuals who will provide much needed independent oversight of Selwyn's management team. If elected, the nominees will determine and execute the most effective means for maximizing cash distributions to all shareholders, be it by Special Distribution or otherwise.
If you are a shareholder of the Company, you should receive your BLUE proxy or Voting Instruction Form shortly. If you do not receive your BLUE proxy in the coming days, please contact Olympia Trust Company at email@example.com or your broker. In order for your BLUE proxy to be deposited with Selwyn's registrar and transfer agent in time to be used at the meeting, your BLUE proxy must be completed, signed, dated and received by Olympia Trust Company, Proxy Department, 1003 - 750 West Pender Street, Vancouver, British Columbia, V6C 2T8, by email at firstname.lastname@example.org, by Internet at https://secure.olympiatrust.com/proxy/ or by fax at (604) 484-8638 no later than 10:00 a.m. (Vancouver time) on June 12, 2013.
THE CONCERNED SHAREHOLDERS ENCOURAGE YOU TO SUBMIT YOUR BLUE PROXY AS SOON AS POSSIBLE
To be effective, a proxy must be received by Olympia Trust Company prior to 10:00 a.m. (Vancouver Time) on June 12, 2013.
SOURCE: Concerned Shareholders of Resource Capital Fund IV L.P.
Concerned Shareholders Contact: Russ Cranswick, Partner, +1 (720) 946-1453