Welcome To the WIN!!! St. Elias Mines HUB On AGORACOM

Keep in mind, the opinions on this site are for the most part speculation and are not necessarily the opinions of the company WITHOUT PREJUDICE

Free
Message: My account of the AGM

Because of many troubles experienced by shareholders in understanding the AGM admittance, and in respect to last years requirement of being a registered shareholder , shareholders again this year were left to speculate that they would only be allowed into their AGM, if they were REGISTERED SHAREHOLDERS and proper proceedure was followed to ascertain such a requisite stature. Nowhere in the Circular materials were they able to see clearly that they could be admitted as guests to the meeting. Imagine my surprise when I was told by the registration desk, that "guests" were allowed into the meeting this year, and that it said that in the Circular. I replied to the lady, an employee of Olympia Trust, that I didn,t recall reading that "guests" were allowed in this meeting and that all interpretation of the Circular suggested that one had to be a REGISTERED shareholder to attend the meeting, whereas any other option was not represented in that Circular. Nevertheless, I replied that perhaps it was there and that I may have overlooked it; I just checked and still can,t readily identified a distinction as such, so there is no way that anyone could have known by reading that circular, that they would be assured admittance to the AGM, as a guest. I supposed we could have called or emailed the CEO and ask the question, but in the recent and perhaps lengthy past, calls from investors went unreturned by the CEO, and for me and others, emails go unanswered. So, I am quite confident in saying, that this important information was concealed from investors and enhanced the low attendance of the AGM, which consisted of ~5 Green Team supporters and approx 6-7 management supporters that voted, while management attendees may have been around 12 or so in total.

Where the attendance was anticipated by me to be real low by concerned shareholders,as a direct result of many contributing factors such as; the AGM date being changed, the perception that only registered shareholders could attend and weather that interupted travel plans for some, I was prepared to ascertain that I had a registered shareholder to second any motions that I may put forth at the AGM. This resulted in me signing over 1 share each to 2 different shareholders that didn,t have registered shares themself, so they would have a vote on any new matters that arose at the meeting that required a show of hands, an ability to put forth a motion, or even ask questions directly to the Chair of the meeting. I asked the transfer agent employee if she knew who the Chair was, her reply, Lori (I was hoping that an independent would Chair this meeting, in consideration of what happened at the last AGM and the conflicting interest of the Chair also being the CEO. I also contemplated the possibility of a regulatory representative being the Chair at this meeting, establishing an unbiased position and assuring that shareholders concerns would be heard and perhaps even dealt with in a compromising manner ).This procedure required the acceptance of the Chair , of which she (Lori) obliged; she could have said no, but accepted the transaction and recognized the transaction as legit. This allowed 2 fellow shareholders to enter the AGM as registered shareholders with full voting privileges.

There was security at the entrance to the meeting room and I was informed that recording devices, phones, cameras etc, were not allowed into the meeting room, even my duffle bag of clothes I had with me, had to be left outside the room. A security guard had a wand, scaning for metals as you entered the room. I thought to myself, I am an owner of this company and could easily see how a shareholder would perhaps feel like they were thought of as a criminal or someone that could not be trusted.

The meeting began with usual generality read from a script and proceeded to voting on the items on the proxy. I requested that the number amount of votes be read off for each item voted upon instead of just saying that the item was approved or defeated. The results I quickly wrote down are approximates, and to my understanding, were as follows.

Set Directors at 3 3 million for 29 million against

Lori 1.5 million for 31 million withheld

Don 1.9 million for 37 million withheld

Robert 1.9 million for 30 million withheld

Retain present Auditor 17 million for 15 million against

Name Change 1.5 million for 30 million against

20:1 rollback 1.3 million for 31 million against

I had asked a question when the time came to vote on the Name Change. I asked why did the company want to change their name? The Chair/CEO replied something like, " the negativity now attached to the name" and " you know why". Her eyes narrowed perhaps in contempt as she looked at me and said "you know why", and I felt as though she was blaming me. I felt that the Chairs response didn,t fully answer my question, but I let it go as it was, thinking that the attached emotional response from the Chair, was interesting.

I had asked another question when the time came to vote on the 20:1 share consolidation. I asked "why". The Chair directed Robert Krause ( the only director there besides the CEO) to answer this question. The main response was the usual justification that any company uses in which it is proclaimed that a smaller share count and higher stock price of around .40 cents would make the stock look more enticing to prospective interests and attract financing, mainly. He also said the stock is trading sub .05 and that they cannot do a PP while the stock is below .05. I then asked " what is your target group" of prospective interests? He replied, "no target group", meaning anyone. I found this odd, and had more questions on this, in which I decided to ask later in an expected question and answer period, that never happened.

So, I am sitting there waiting for the floor be opened up for "Other Buisness" or any business that may have arisen during the meeting, in which I has several important things to discuss and perhaps motions to put forth, to be voted upon. Even though I knew we were outnumbered, I had wished to put several shareholder protective motions forward , open discussion on these important matters and shareholder concerns, as well as ask the numerous questions that shareholders had entrusted in me to ask of the Chair. I also recognized the questions that may have arose from the other concerned shareholders in attendance.

The next thing I know, the Chair is asking for a show of hands to adjourn the meeting. I stand up and address the Chair and ask what is happening, is she going to open the floor for "other business" and discussion? Her reply was that there is no other business and that the meeting is over. I then asked the Chair if she knew that if what she was doing, by shutting the meeting down without allowing other business to be brought forth and such was appropriate or legal, her reply was something like "I don,t know, I am not a lawyer". I then asked for her to reconsider to allow other business and questions to be answered, in which she got tremendously mad and said no and some other things that I didn,t readily hear or digest because of the total amazement I was in because of her actions. Other shareholders at this point and inbetween asked for her to answer some questions, that they had travelled a long way to get some questions answered .The Chairs reply to this was , send me emails, I answer all emails. The lady shareholder responded that she had called and sent emails over the last year, with no response from Lori, thats why they attended the meeting, to get some answers to questions they had. None of us could believe the actions we were witnessing by the Chair and how she was denying us any opportunity to share our concerns with the BOD or exercise any shareholder rights. The Chair quickly asked for an in favour of adjournment, the vote to adjourn the meeting won, around 5-7, while 5 of us voted against adjourning the meeting. It happened so quick that I am totally unsure if there actually were enough hands raised to win the vote to adjourn, because I noticed some hesitation even in managements voters to vote to adjourn. The Chair abruptly adjourned the meeting and stormed out, her supporters quickly following. It was totally unprofessional conduct by the Chair and it depicted that the CEO was definitely not qualified to act as Chair of that meeting, let alone run a public traded company.

There were so many important things to be discussed there, including the shareholders request/proposal of implimenting the majority voting policy that was recorded by us as being sent on Feb 5th/ 2014, well in advance of the required time frame for any such proposals to be put forth to be conducted under other business. Below is a copy of that email;

From: Rick Jewers ([email protected])
Sent: February-05-14 5:02:27 AM
To: [email protected] ([email protected])
.ExternalClass .ecxhmmessage P { padding:0px; } .ExternalClass body.ecxhmmessage { font-size:12pt; font-family:Calibri; }
Dear St Elias Mines Board of Directors,

As a St Elias Mines shareholder, I am requesting that a "Majority Voting Policy" be adopted by the BOD immediately, prior to our upcoming AGM in Mar/2014. I am confident in conveying that this request has the support of many shareholders. I will also disclose that this email will be distributed to, but not limited to, the TSX Compliance Department, the BCSC, the ASC, Institutional Shareholder Services Inc (ISS), other shareholders, the public and the CSA.

I also request that a concise and complete description of this policy with any applicable provisions or procedures, be included in the AGM attached Circular for Mar/ 2014.

I also request immediate acknowledgement of this email.

thank you
Rick Jewers
Share
New Message
Please login to post a reply