The Concerned Shareholders of Maudore Minerals Ltd.

July 03, 2012 08:00 ET

Concerned Shareholders of Maudore Minerals Ltd. Urge Shareholders to Vote the YELLOW Proxy for Board Change

TORONTO, ONTARIO--(Marketwire - July 3, 2012) - Certain concerned shareholders of Maudore Minerals Ltd. ("Maudore" or the "Company") have announced that they have filed a circular which they are in the process of mailing to Maudore shareholders calling for the replacement of the Company's existing directors.

The concerned shareholders, consisting of Rex Harbour, The Harbour Foundation and City Securities Limited, holders of approximately 18.4% of the shares of Maudore (the "Concerned Shareholders"), are asking Maudore shareholders to vote for change by electing a new Board at the upcoming Annual and Special meeting of shareholders to be held on July 19, 2012 (the "Meeting").


The Concerned Shareholders are proposing these essential changes to the Board because we have grave concerns about the current lack of direction of Maudore.

Maudore is in desperate need of good technical leadership. In September 2011, the Company announced its inferred resource; in October 2011, the Company announced a new resource statement would be prepared; eight months later, an updated resource statement has yet to be released. This is material information which impacts on the Company's market valuation and should not be withheld. As shareholders, you have a right to know how the Company's money is being spent and what value has been created.

Unlike many companies in the sector that have been driving towards production as fast as possible, Maudore has not yet released a scoping study after over seven years of exploration.

The current management, led by Ron Shorr, has demonstrated a lack of the technical understanding and drive needed to bring the resources into production in a timely fashion and management's recent creation of an external (and potentially expensive) technical advisory board will not solve this. The unavoidable conclusion is that either the technical challenges presented by Comtois are beyond the capabilities of the current team, or that the Board has not been proactive enough or effective enough in pressuring the current management to produce. This leads to the conclusion that the Company has been wasting Shareholders' funds, and/or that the Board has been complacent or ineffective in not maximizing value for Shareholders.

Certain independent directors, notably Yale Simpson and Anne Slivitzky, have recently opted to resign from the Board, which is often a sign that their efforts to instigate change may have been frustrated by a management that was either unwilling or incapable of developing and executing a plan to maximize shareholder value. Add to this, the retirement of Morris Beattie and it becomes clear that all is not well at Maudore. That Maudore was unable to retain such individuals who are highly qualified, technically experienced and intimately familiar with the workings of Maudore is clear evidence that current management is not suited to run the Company. In fact, Anne has advised the Concerned Shareholders of her interest and willingness to remain a part of Maudore and to return to her Board post if the current management of the Company is replaced.


We have nominated for election a group of individuals whose personal and professional excellence matches the valuable prospects we believe Maudore possesses. Our proposed nominees are Kevin Tomlinson, Howard Carr, Garry Clark, George Fowlie, Daniel Harbour, Keith Harris, and Kevin Kivi.

Kevin Tomlinson as Chairman and Howard Carr as CEO will provide technical leadership that has been woefully missing from the Company for many years. Both Kevin and Howard have had long and distinguished careers on the practical side of mining and geology as well as great experience of the financial side of the mining sector. Howard and Kevin, along with the rest of the team, bring the knowledge and experience required to inject new ideas and strategic perspectives into Maudore and can act as catalysts on behalf of many distressed Shareholders to enhance and propel Maudore into the future.


The Concerned Shareholders did their best to communicate their concerns to management in an attempt to avoid a costly proxy contest. Unfortunately, management remains stubbornly complacent and continues to maintain the status quo to protect its personal interests to the detriment of Maudore and you, its Shareholders. Since we raised our concerns, current management has consistently done everything in its power to deny Shareholders an objective opportunity to question the direction of the Company and has engaged in delay tactics, double-talk and other inappropriate actions, including:

• the introduction of burdensome and ambiguous by-law requirements that the Concerned Shareholders believed are primarily designed to frustrate Shareholders' ability to present alternative board options;

• refusals to speak with the Concerned Shareholders or unjustifiably long response times to the Concerned Shareholders' attempts to engage;

• illegal refusals to provide the Concerned Shareholders with information about Shareholders to which they are entitled;

• repeated postponements of the Meeting; and

• the shifting of the record date for the Meeting.

These unjustifiable actions have forced us to take unpleasant steps to protect your right to decide on the future of Maudore, including initiating court actions and lodging complaints with the TSX-V and securities regulators.

As an example, current management refused to provide information on over 30% of the Maudore share ownership. The Concerned Shareholders believed that current management's refusal to provide this information violated Canadian securities laws and filed a complaint against current management's behaviour with the company's securities regulator in Quebec. The complaint was heard on Friday by the independent administrative tribunal of the regulator. It was only midway through that hearing that current management changed its position and provided the list. That Maudore's current management was willing to go to such lengths (including risking a cease trade order) to protect its jobs is shocking behaviour that is not in the best interests of Maudore or its shareholders.

Maudore's management proxy circular is also misleading when describing the Concerned Shareholders, their actions and their relationships, including the allegation that the Concerned Shareholders are attempting a "stealth takeover" of Maudore. THIS IS WRONG. The Concerned Shareholders have no intention of attempting a takeover of Maudore and have been forced down this path as a last resort to address existing management's continued failures and to protect shareholder value.


We believe your investment is at risk if the current Board continues in office. Our nominee directors are ready to hit the ground running and will provide Maudore with the leadership necessary to realize its full potential. Our nominees are serious and have developed a comprehensive 100 Day Action Plan to be approved and implemented following the Meeting to be held on July 19, 2012. We hope that you, like us, see the opportunity that we have to match this excellent group of individuals with the excellent asset base in Maudore. It is only with your support we can start to unlock the true value of Maudore.


Regardless of how many shares you own, all Maudore shareholders are urged to read the information circular prepared by the Concerned Shareholders, and to seize this opportunity and vote the YELLOW proxy to ensure change.

Shareholders who have voted the management proxy and wish to support the concerned shareholders have the right to change their vote by simply executing a yellow proxy. A later-dated yellow proxy replaces a previous recorded vote.

Time is of the essence, YELLOW proxies must be returned no later than July 16, 2012 at 5:00 p.m. (Toronto Time).

To keep current with all further developments and for assistance and ease with voting your YELLOW proxy, please contact Phoenix Advisory Partners at 1-800-239-6813 (toll free in North America) or 1-201-806-2222 (outside North America, banks, brokers and collect calls) or by email at We encourage all holders visit the Concerned Shareholder website at where the YELLOW proxy can be easily voted by clicking on the "Vote Here Now" button.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements. All statements that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of the Concerned Shareholders and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. The Concerned Shareholders do not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law. Please refer to the Concerned Shareholders' circular for further information regarding the risks of these statements.

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