Philip Strathy & Frank Lucas

January 24, 2011 11:34 ET

Concerned Shareholders Requisition Shareholders' Meeting of Mediterranean Resources Ltd. to Replace Directors

TORONTO, ONTARIO--(Marketwire - Jan. 24, 2011) - Philip Strathy, 2013072 Ontario Inc. and Frank Lucas (collectively, the "Concerned Shareholders") announce that they have requisitioned a meeting (the "Meeting") of the shareholders of Mediterranean Resources Ltd. (the "Corporation" or "Mediterranean") pursuant to Section 167 of the Business Corporations Act (British Columbia). 

The purposes of the Meeting are as follows:

  1. to consider and if sought fit to pass an ordinary resolution to increase the number of directors of the Corporation to five (5) directors;

  2. to consider and if sought fit to pass a special resolution to remove all of the existing directors of the Corporation other than Dr. John Clarke, namely Dr. Peter Guest, Mr. Bryan Morris, Mr. Christopher Ecclestone, and any director other than Dr. Clarke appointed since the last annual meeting of the shareholders of the Corporation; and

  3. to consider and if sought fit to pass an ordinary resolution to elect Mr. Hüseyin Gün, Dr. Kerim Sener, Mr. Philip Strathy and Mr. Lewis Lawrick to fill the vacancies created pursuant to resolutions (i) and (ii) above.

The reasons, inter alia, why the Concerned Shareholders determined it necessary to requisition a shareholders meeting are as follows:

  • Corporate and general expenses for the nine months ended 30th September 2010 amounted to C$805,568 which the Concerned Shareholders believe is excessive for a company such as Mediterranean;

  • The salary and emoluments paid to Mediterranean's Chief Executive Officer, Dr Peter Guest in the last three fiscal years (2007 base salary C$276,875 plus bonus of C$40,000; 2008 base salary of C$305,567 plus bonus of C$20,000; 2009 base salary of C$312,670) are verifiably de trop and do not reflect industry standards for a non-producing junior exploration company;

  • Mediterranean's current management has left the Corporation in a weak financial position as cash and short term deposits as at September 30, 2010 were approximately C$312,000 while current liabilities were C$155,000 and corporate and administrative expenses C$248,000 for the quarter;

  • The current board of directors have a minimal share ownership position in Mediterranean which arguably does not align its interests with the interests of the shareholders of the Corporation;

  • Although protracted negotiations were undertaken in 2010 to sell the Corporation's Taç and Corak projects to a Turkish company, Mediterranean's management were unable to negotiate the sale despite a buoyant gold market;

  • It is by no means clear that the current board of Mediterranean are committed to the production process. The Concerned Shareholders believe the Corporation will benefit from a rejuvenated board who hold, or who are prepared to take, a significant equity stake in Mediterranean and who have the requisite skills and track record to credibly lead the Corporation towards production or towards a successful joint-venture or similar partnership.

The Concerned Shareholders have requested that the Meeting be held at the earliest practicable date. 

Collectively, the Concerned Shareholders hold a total of 12,146,072 common shares of Mediterranean, representing approximately 11.98% of the Corporation's issued and outstanding common shares. In addition, the Concerned Shareholders have received support agreements from holders of an aggregate of approximately 17 million common shares.

Contact Information

  • Philip Strathy
    416 975-1900
    416 975-1933 (FAX)
    or
    Frank Lucas
    +44 (0) 207 628 1128
    +44 (0) 207 638 0756 (FAX)