The Concerned Shareholders of Nordex Explosives Ltd.

June 17, 2010 14:59 ET

Nordex Explosives' Concerned Shareholders respond to Board's postponement of shareholder meeting and proposed dilutive issuance of shares

Nordex Explosives Ltd. ("Nordex") announces another postponement of shareholder meeting after concerned shareholders deliver proxies totalling over 55% of the issued and outstanding shares supporting a new board;

Nordex proposes dilutive private placement at a discount to current share price to two unidentified investors in apparent attempt to frustrate shareholder democracy

MONTRÉAL, QUÉBEC--(Marketwire - June 17, 2010) - Jacques and Phyllis Levesque and a group of concerned shareholders are outraged by the Nordex board's latest postponement of the Nordex annual and special meeting of shareholders (the "Meeting") and proposed private placement of common shares to two unidentified subscribers at a discount price. The concerned shareholders believe that these actions are unjustifiable and represent a desperate attempt to suppress the will of a majority of shareholders to replace the current board.

On June 16, 2010, less than 24 hours before the scheduled time for the Meeting and to the great inconvenience of Nordex shareholders, Nordex issued a press release announcing that the Meeting, already delayed well-beyond the permissible date to hold such meeting under the company's by-laws, would be postponed for a second time, this time to July 14, 2010. This announcement came shortly after the submission by the concerned shareholders to the company's transfer agent of proxies for the meeting from holders of over 55% of the outstanding shares of the company in favour of the election of the concerned shareholders' nominees, thus assuring that the concerned shareholders' nominees would have been elected at the meeting.

The concerned shareholders believe that management's press release failed to offer any convincing justification for the decision to postpone the meeting and did not show that it was taken in the company's best interests. The press release indicates that management is in the process of finalizing a private placement financing pursuant to which 1,760,000 common shares of the company (representing 24.96% of its outstanding common shares) would be offered to two unidentified subscribers at a discount price. Given the circumstances, the concerned shareholders believe that the action of Nordex's board and management is a blatant attempt to entrench themselves and prevent the inevitable replacement of the current board by the concerned shareholders' nominees.

Jacques Levesque delivered to management and the board today a letter demanding confirmation in writing that the company has not issued any additional common shares since the publication of its June 16 press release and that it will not do so prior to the conduct of the Meeting on July 14, 2010. The letter indicated that, in the event that management fails to provide such written confirmation by 5 p.m. today, Jacques Levesque intends to take all necessary legal recourses to have his basic and fundamental rights as shareholder recognized and protected.

Contact Information

  • Jacques Levesque
    Laurel Hill Advisory Group