Shareholders of Snow Lake Resources Ltd (LITM.N) demand a shareholders’ meeting to address continued board and management failures
Toronto, Canada, July 19, 2022 – (ABN Newswire) – In order to protect against further erosion of shareholder value, a group of shareholders (the affected shareholders) of Snow Lake Resources Ltd. (NAS:LITM) (the “Company”), have convened a special meeting of the holders (“Shareholders”) of ordinary shares (the “Shares”) of the Company to be held on August 10, 2022 (the “Special Meeting “).
As acknowledged by the Company in its press release dated June 29, 2022 (the “June 29 Press Release”), on June 8, 2022, shareholders holding more than five percent of the issued shares of the Company carrying the right to a Shareholder has asked the directors of the Company to call a special meeting of shareholders to be held no later than August 15, 2022 (the “Requisition”).
The June 29 press release states that the Company will hold a meeting of shareholders on or about December 15, 2022 (the “deemed meeting”), 190 days after the request, which in no way can be considered a response. appropriate on the part of the Company. As such, and based on a number of irregularities in the Company, both historically and in the process of attempting to call the purported meeting, the purported meeting is invalid and the shareholders concerned have not no choice but to call their own special meeting authorized under subsection 137(4) of the Corporations Act (Manitoba) (the “MCA”).
The scheduling of the alleged Meeting 190 days after the Requisition is a transparent attempt to prevent the Shareholders from exercising their right to a timely meeting to consider the replacement of the members of the Company’s board of directors (the “Board “). The Board is simply trying to thwart shareholder democracy and deprive Shareholders of their fundamental rights, while the Company continues to decline. The Company has not held a shareholders’ meeting since September 2021. Under its statute of incorporation, the MCA, the Company was required to deliver its 2021 audited financial statements to Shareholders, which it has not yet completed, and is required to hold a meeting within fifteen months after the last meeting. Rather than holding a meeting in good time to allow shareholders to exercise their fundamental rights, the board has sought to delay the date of a meeting for as long as possible, choosing a date which is virtually the last possible date that the Company could have chosen for a meeting by virtue of its director status.
Special meeting details
As requested, the Company’s Extraordinary Meeting of Shareholders will be held virtually via live video webcast, available online using the Zoom meeting platform, or alternatively via teleconference, on Wednesday, August 10, 2022 at 5:00 p.m. ( EST) for the following purposes:
1. Pursuant to Section 104(1) of the MCA, to remove all directors of the Company, including but not limited to Philip Gross, Allan David Engel and Hadassah Slater, and any other directors appointed after the date hereof;
2. Set the number of directors at six for the following year;
3. Pursuant to Section 101(2) of the MCA, elect Dale Schultz, Nachum Labkowski, Brian Imrie, Peretz Schapiro, Kathleen Skerrett and Shlomo Kievman (collectively, the “Affected Shareholder Nominees”) to the Board of Directors to serve as office until the next annual meeting of shareholders, or until their early resignation or until their successors are duly elected or appointed in accordance with the Company’s instruments of incorporation; and
4. To conduct any other business that may properly come before the special meeting, including any matter necessary to carry out the foregoing.
Pursuant to Section 128(3) of the MCA, the Commission has not fixed a record date and accordingly, on July 15, 2022 (the “Record Date”), the close of business on immediately preceding the sending of the notice. of the special meeting, is the reference date for determining the shareholders entitled to be convened and to vote at the special meeting. To the extent that a Shareholder transfers ownership of any of his Shares after the Record Date and the transferee of such Shares establishes that he is the owner of such Shares and requests, at least ten days before the Special Meeting , to be entered on the list of Shareholders eligible to vote at the extraordinary meeting, such transferee will have the right to exercise the voting rights attached to these shares at the extraordinary meeting.
The shareholders concerned sent to the shareholders on the record date:
(i) Notice of Special Meeting (the “Notice”);
(ii) An information circular prepared by the relevant shareholders (the “Circular”); and
(iii) A form of proxy (the “Proxy”).
In addition, the Affected Shareholders have established a website (www.saveSnowLake.com) and posted a copy of the Application, Notice, Circular and Proxy on that website. Additional information regarding how to attend the Special Meeting, how to vote and the biographies of each of the relevant shareholder nominees are available in the Notice, Circular and Proxy and at https://www.saveSnowLake.com
Reasons for the special meeting
Concerned shareholders are seeking to come to terms with the company’s dramatic decline and staggering loss of shareholder value under the current board. Since November 19, 2021, the date of the company’s IPO, the company’s stock price has fallen from a high of $18.42 to $2.27 at the close of business yesterday. This drop of more than 87% resulted in a loss of more than $285 million in shareholder value. Affected shareholders believe that change is urgently needed to remedy this situation, as the company’s management and board have failed to develop an effective strategy to reverse the company’s decline.
Concerned shareholders are frustrated with the performance of Philip Gross, as CEO, and believe there should be a separation of powers, so that a CEO answers to the board, rather than dictating the board’s mandate. ISS and Glass Lewis are urging companies to separate the roles of CEO and chairman of the board to allow for a truly independent chairman as the company has moved in the opposite direction. When Louie Simens resigned from the board and as chairman, the board appointed Mr. Gross to the position, which further eroded the independence of the board. Affected shareholders are seeking to establish a truly independent board, separating the roles of CEO and chairman, and removing board members who were appointed at the request of Mr Gross, to ensure the CEO answers to a board independent instead of its own appointees. .
In light of the Company’s dire circumstances and the continuing deterioration, ineffective management and recent actions of the Board, urgent action is not only warranted, but necessary. The Affected Shareholders have taken steps to prevent further destruction of shareholder value and to allow the Shareholders of the Company to determine its future direction by convening the Special Meeting to be held on August 10, 2022. Further details regarding the Meeting are available in the Notice, Circular and Proxy and on www.saveSnowLake.com.
Other inaccuracies in the company’s June 29 press release
The company’s June 29 press release was factually incorrect and misleading. It was a deliberate attempt to imply that Avi Kimelman is the one seeking to remove the entire board and replace it with his nominees.
Mr. Kimelman is not one of the affected shareholders, and although the technical mechanism of the request and the proposals put to the vote at the special meeting suggest the removal of the entire board, the affected shareholders are not asking not the removal of all directors. , only Philip Gross, Allan David Engel and Hadassah Slater, leaving MM. Schultz and Labkowski along with the rest of the affected shareholder nominees to the board. Although Mr. Kimelman’s family members are part of the Affected Shareholder group, Mr. Kimelman himself is not seeking appointment to the Board, and none of the Affected Shareholder nominees are associated or affiliated with him, they are all genuinely independent to the Company and to Mr. Kimelman.
The Affected Shareholder nominees are not Mr. Kimelman nominees, they are all highly qualified individuals capable of serving in that capacity and were chosen to add integrity and independence to the Board. Affected Shareholders urge Shareholders to review the biographies of each of the Affected Shareholder Nominees, available in the Notice, Circular and Proxy and at www.saveSnowLake.com
Mr. Kimelman does not own any stock in the company, his interest in helping affected shareholders stems from his desire to rebuild shareholder value for current shareholders and the shareholders he introduced to the company when he was a director.
Certain statements contained herein are “forward-looking statements”. Often, but not always, forward-looking statements can be identified by the use of words such as “anticipates”, “expects”, “expects”, “expects”, “estimates”, “has intends to”, “anticipates” or “believes”, or variations of these words and phrases, or states that certain actions, events or results “could”, “might”, “will”, “might” or “will” be undertaken , will occur or be achieved. The relevant shareholders cannot guarantee that these forward-looking statements will prove to be accurate. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.
About Snow Lake Resources Ltd:
Snow Lake Resources Ltd (NASDAQ:LITM) is committed to operating a fully renewable and sustainable lithium mine that can provide a fully traceable, carbon neutral and safe product for the electric vehicle and battery markets. We not only aspire to set the standard for responsible lithium battery mining, but we aim to be the first lithium producer in the world to achieve Certified Company B status as part of the process.
Our wholly owned Thompson Brothers Lithium project covers a 21,703 acre site that is only 3% explored and contains indicated and inferred resources of 11.1 million metric tonnes at 1% Li2O.
Snow Lake Resources Ltd
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