2012 - St Elias Mines - AGM

I attempted to attend the SLI AGM, postponed Christmas plans, and made the journey. What a disappointment.

As a shareholder I felt violated at the methods used and the mockery made of responsible business practices.

I found it disgraceful to watch the Annual General Meeting being manipulated to unfairly grab power and further the controls of a dictator instead of advancing the company business responsibly that could benefit all involved.

One security guard informed us that Lori's life has been threatened hence the 4 security guards and a body guard were present.

We were informed that only registered shareholders were allowed into the AGM ( shareholders with shares in certificate form ), approximately 12 shareholders were not admitted. Surprise! the majority were Dissidents. ( perhaps all ).
Being a beneficiary shareholder ( shareholder with shares deposited in the bank ) I wasn't allowed in.

I have yet to find supporting information for this ruling, it may be there...
but if it is, I don't see it as in line with the Canadian Corp Business Act, definitely not conducive to responsible business practices.
Even the dissident lawyers were unaware of this expectation and apparently bought shares from the Hastmans in order to obtain entry.

The newly appointed director ( Robert Krause) by his own admission, didn't own any shares but an exception was made for him. According to the White Circular none of the other Directors except Lori
were shareholders at this time either, yet all were admitted to the meeting. Amazing, all were Non Dissidents.

Everyone entering the meeting room was scanned with a metal detector for security, yet Lori and others repeatedly left the meeting room for various reasons and walked through/past the
' dangerous ' shareholders again and again. Her body guard didn't go into the room nor attended to her comings and goings but sat with the other unadmitted shareholders. ( ??)
Clearly no threat was anticipated.

No phones were allowed into the meeting room, yet Jeff walked out several times and immediately placed calls. It definitely appeared that his phone was with him.
It became quite apparent later that the no phone policy was to insure that only management was able to record the meeting, and they weren't sharing!!

Lori dismissed the Green Circular by saying it was invalid, that the shareholders were ' misled' with inaccurate information and therefore the votes against management ( almost 65 million ) didn't count!!
It appears that management received about 10 - 15 million votes but refused to disclose the number.

It also became apparent that the fewer dissidents allowed into the meeting room the more likely the voting outcome would be to Lori's liking.

Lori's rights to admit only registered shareholders may be in the SLI bylaws; however those are the same bylaws that SLI states they are not required to give to the shareholders!
Previous requests for the bylaws have been ignored. Canadian Corp Business Act says that the bylaws of a company should be readily available to shareholders.

The news announcing that the AGM was closed is quoted as follows;

"The company looks forward to the Meeting, which, for security and reasons related to the decorum of the Meeting, will be closed to all persons except those allowed to attend pursuant to the company’s Articles and corporate law."

This news was announced Fri. Dec 21/12 - 3:16 P.M. Considering that the AGM was the following Thurs. 5 days later, with the weekend and Christmas in between, the chosen date of the AGM plus the news
of a ' closed meeting ' was clearly designed to discourage shareholders from attending. Also allowing only Christmas Eve day to obtain a share certificate, a practice that generally requires a minimum of several days; consequence being.... impossible admittance !
My observation is that this is yet another example of the ' experienced and capable management team' touted repeatedly in recent news releases, repetitively seeking our vote.

I encourage all shareholders to stand against this phoney facade of ' experienced and capable management', and send letters to the BCSC and the TSX demanding of them to intervene on behalf
of the shareholders and to remove Lori and her appointed directors from this company.
The BCSC and the TSX need to be informed that we were not misled, and knew exactly what we were voting and that those votes were meant to remove the current management due to their very disappointing performance history and lack of doing their fiduciary duty.
I believe Shareholders need to write ASAP , and clearly request justice against this band of ' experienced and capable directors, ' before they display more of their self serving capabilities.

In my opinion Loris' news release stating that the AGM would be closed, and enforcing it; sending it out at such a late date; disallowing the dissident votes; all fall under the title of 'abuse of a dominant position' , which are valid reasons for her removal. ( Not to mention all the reasons why people voted so strongly against her and her directors in the first place).

I believe the BCSC and TSX are able to intervene and should do so, with no additional cost to the shareholders, provided the shareholders take a strong position seeking their authoritative intervention.

In the opinion of many, the properties have good potential value, however, most likely none of us will benefit as long as Lori and crew hold their current positions.