Concerned Shareholders of Chariot Resources Limited

August 27, 2009 17:52 ET

Concerned Shareholders Voice Concern Over Meeting Procedures

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 27, 2009) - The Concerned Shareholders of Chariot Resources Limited ("Chariot" or the "Company"), consisting of Messrs. Lukas Lundin and Brian Edgar (the "Concerned Shareholders"), today voiced their concerns over the refusal of entrenched management to accommodate reasonable requests made by the Concerned Shareholders concerning the conduct of the Annual General and Special Meeting of Chariot to be held on September 4, 2009 (the "Meeting").

On August 24, 2009, counsel for the Concerned Shareholders wrote to Chariot and its counsel requesting that certain procedures, which are normal in the case of "contested" meetings, be implemented in connection with the Meeting. The purpose of the Concerned Shareholders in requesting that these procedures be implemented was to ensure that the Meeting takes place with integrity, that shareholders are not inconvenienced or disenfranchised at the Meeting and to minimize the potential for the Meeting to become a confusing, protracted and acrimonious exercise. Unfortunately, the entrenched management of Chariot have seen fit to reject some of the important proposals that were made by the Concerned Shareholders. In particular:

- The Concerned Shareholders suggested that the Meeting be chaired by a person independent of both the Concerned Shareholders and incumbent management. The current Board declined and responded that the Meeting will be chaired by an "independent" director. It should be pointed out that the "independent" director who will be chairing the Meeting is one who will lose his position if the Concerned Shareholders are successful. As Chair of the Meeting, he will be ruling on the validity of proxies, including proxies in favour of his removal.

- The Concerned Shareholders asked for the opportunity to review all proxies submitted by shareholders prior to the Meeting. The incumbent Board has responded that the Concerned Shareholders and their representatives will only be allowed to review proxies which are rejected or considered to be "questionable" and, then, only in the evening on the day prior to the Meeting. The difficulty is, of course, that proxies which may be defective, but support the management nominees, will not be subject to challenge.

- The Concerned Shareholders asked that they be given the opportunity to review the results of each ballot at the Meeting before the totals are announced. Entrenched management has refused and, instead, said that the Concerned Shareholders will be given the opportunity to review the complete voting records on the next business day following the Meeting.

- The Concerned Shareholders had requested that the Meeting be videotaped or a transcript made to ensure that there was an accurate record. The entrenched management has responded that a Chariot representative will maintain minutes of the Meeting and no audiovisual or other recording devices will be permitted at the Meeting. Thus, the only record of the proceedings will be one made by a party who has an interest in the outcome.

The attitude of entrenched management to the reasonable procedural requests made by the Concerned Shareholders demonstrates, in the view of the Concerned Shareholders, that incumbent management is primarily concerned with protecting its position, and only secondarily concerned with ensuring the Meeting is conducted with fairness and integrity. Shareholder meetings are one of the few ways in which the actual owners of the Company, the shareholders, may make their views known to management. It is critical that they be conducted in an open, transparent manner, with fairness as the primary goal.

The Shareholders of Chariot deserve a change. Vote the BLUE form of proxy as soon as possible.

Contact Information

  • Kingsdale Shareholder Services Inc.
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