I am having second thoughts on complying with the intent by the company to do this PP.

I know I have said yesterday, the company needs money and perhaps we should try to help to fill the PP. But, since much more thought, I am not so sure this is a good idea, to let it go through as it stands. There are several reasons for this, which I will elaborate on below.

1) This sentence; "The proceeds of the private placement will be used for working capital."

I believe the working capital is too vague a description in this application of a private placement. If I am not mistaken, couldn,t working capital encompass every expenditure of our company, including travel? We have seen no move whatsoever by the BOD to audit or even attempt to justify to shareholders the travel expenditures which equate roughly to $3000 per day average from Feb 2013 and back to around 3 years. We have no allocation process mentioned in the news release other than "working capital", which in my opinion, considering this ongoing battle with management, does not guarantee that all these funds may directly go to travel.

2) The PP is for a proposed amount of 10 million units, an equivalent amount of warrants and a finders fee which could be paid in shares as well. This could add 21,000,000 shares to the fully diluted shares. Add in another 4 million options that were granted at the last AGM to management and close, this equates to 25 million shares that could go indirectly into managements hands. At this time, as far as records show, Lori owns 12,500 shares and Tina 250 shares, this is all they own at this time! They have sold almost all they had!

At the AGM, the Green Team seemed to have captured ~54% of the outstanding share vote, with an outstanding share count around 118 million. We only saw about another 6.6 million shares voted for management. There were approximately 47 million shares not voted. There has been buying of shares on the open market since the AGM, that we don,t know who bought. If management friends, held 45 million shares that were not voted, got 25 million shares from the 2 items mentioned above, and have any unexpired previous warrants or options, any shares picked up on the open market, it is possible that this PP could give the majority of the shares at the next AGM, in managements favour, if all shares are voted.

http://www.stockwatch.com/News/Item.aspx?bid=Z-C:SLI-2031718&symbol=SLI&region=C

3) The total raised funds could get hit with the 10% finders fee right off the bat, bringing the proceeds down to $450,000, then add on other applicable fees such as filing, the amount gets smaller.

4) Management refused a proposed $90,000 by the Green Team recently to help keep the Peru properties in good standing, plus other things, is my understanding. So why refuse this, if the company needed cash?

5) An excerpt of this news release below suggests that management rejected any reconcilliation by the Green Team. This coming from a management that now owns only ~13,000 shares total, and whose previous selling of shares offered no support to the share price, and actually contributed to the significant fall, which may have enhanced the PP being done at such a ridiculous low price and causing greater dilution, as a result.

"The Concerned Shareholders invited Management, both before the AGM and as recently as last week, to discuss a reconstitution of the Board in a way that aligns with the clearly expressed desires of the shareholders of the Company to have the Board consist of a majority of the Dissident Nominees. Management has rejected these invitations and continues to thwart the will of its shareholders and ignore their fundamental rights. - See more at: http://thestockvine.com/concerned-shareholders-of-st-elias-mines-ltd-clarify-managements-news-release/#sthash.8SzCLEgx.dpuf"

http://thestockvine.com/concerned-shareholders-of-st-elias-mines-ltd-clarify-managements-news-release/

6) The law of being an accredited investor, will not allow most of us investors take part in this PP, thus, making it unfair, whereas big money may be the only placees, and could play with the stock price in the future. Lori said awhile ago that she didn,t wish for institutional money in this stock, however, by investors that have less than approximately $1 million in assets, how are the little guys gonna have a chance at buying any of this, hence the deprivation. Our assets have been decimated by try to support our company so that PP,s could be done at much higher prices, causing less dilution and retaining the strength aspect of the shareholder base.

7) There were other means of fund raising that would have allowed smaller investors to participate,and alleviate their cost average, but it appears none were considered. Because of this, I don,t believe this PP is in our best interests.

8) The LOI that sold our Cueva Blanca for a mere $100,000, while there were no proposed PP on the table. Why let that valuable property go for such a cheap price, THEN announce a PP? In reality, the sale of the Cueva Blanca only decreased our investments value, which in turn was most likely reflected in the share price, and contributed further to the decrease in the share price, which contributed to a PP being done at this low of a price. These actions were definitely not in shareholders best interests. I am feeling totally exploited and amazed how this atrocity continues.

9) I believe we should perhaps write letters demanding a resignation of the entire BOD along with any concerns of this PP, to the TSX, the BCSC, and to our government representatives again, asking them, "where is this upholding of integrity of the markets at" and the "confidence in the markets"?

thank you

rick