- Two leading independent proxy advisors – ISS and Glass Lewis
– have now recommended that Mason Graphite shareholders vote on the
Concerned Shareholder's BLUE proxy.
- Shareholders representing more than 36% of outstanding Mason
Graphite shares have already confirmed their support for the
election of all of the Concerned Shareholder Nominees, with
more shareholders joining them daily.
- The Concerned Shareholder expects such support will
represent a majority at the annual meeting.
- Concerned Shareholder Nominees are not taking control of the
company. They are focused on electing directors – including two
executives who helped lead the company when it was progressing
exceptionally well – to maximize value for all
shareholders.
- Vote the BLUE proxy in favour of an improved board prior to
the upcoming deadline at 5:00 p.m.
(Montreal time) on Tuesday, December 22, 2020.
- For assistance voting, contact Kingsdale Advisors at
1-866-229-8651 or contactus@kingsdaleadvisors.com.
- To keep current on further developments, visit
www.ABetterMasonGraphite.com.
MONTREAL, Dec. 21, 2020 /CNW Telbec/ - Fahad Al-Tamimi ("Mr. Al-Tamimi" or the
"Concerned Shareholder"), a director and the second largest
shareholder of Mason Graphite Inc. (TSXV: LLG) (OTCQX: MGPHF)
("Mason Graphite" or the "Company") holding
approximately 9.92% of the outstanding Mason Graphite shares, today
announced that leading independent proxy advisor Institutional
Shareholder Services Inc. ("ISS") has recommended that Mason
Graphite shareholders vote on the Concerned Shareholder's
BLUE proxy FOR Mr. Al-Tamimi, Tayfun Eldem and
Roy McDowall at the Company's
upcoming annual meeting scheduled for 10:00
a.m. (Montreal time) on
Tuesday, December 29, 2020 (the
"Meeting"). ISS joins Glass Lewis as the second leading
independent proxy advisor to recommend that shareholders vote on
the Concerned Shareholder's BLUE proxy. Shareholders should
refer to the Concerned Shareholder's December 18, 2020 press release for details
regarding Glass Lewis' recommendation.
In its analysis of Mason Graphite's struggles under the
management nominees and the opportunity for shareholders to elect
the Concerned Shareholder's nominees to enact positive change, ISS
notes that Mr. Al-Tamimi "has highlighted legitimate concerns
around the current board's inaction..." Additionally, ISS makes
the following shrewd observations regarding Mason Graphite's lack
of a permanent CEO and the infrequent updates provided by the
Company that conveniently picked up only after Mr. Al-Tamimi's
campaign began:
"The company has been without a
permanent CEO since Apr. 2020 and the
resignation of the last permanent CEO was announced at the end of
Feb. 2020. Shareholders may be
concerned that the lack of a permanent CEO creates uncertainty
about the direction of the company. It also appears that during
much of 2020, there has been a lack of communication by the company
to investors regarding the company's overall strategy and to
provide progress reports regarding the company's projects. This
could be due to a lack of progress, a lack of awareness that
investors in junior mining companies expect frequent progress
reports as such companies lack revenues, or a combination of the
two. It seems shareholder communications picked up once the company
became aware of the dissident campaign."
When evaluating the Company's performance under the management
nominees against its peers, ISS correctly identifies the fact that
the Company has failed to keep up:
"Through Oct. 28, 2020 (the "unaffected date"), the
company has underperformed its peer group and the [S&P/TSX
Venture Composite Index over the one-, three-, and five-year
periods]…Taking a closer look at the latest one-year period, we can
observe that the peer group has significantly outperformed the
company since the unaffected date. While [Mason Graphite] shares experienced a spike after
the unaffected date, the share price has been trending lower since
mid-November when shares hit their 52-week high, while the peer
group traded significantly higher."
Growing Support for Concerned Shareholder Nominees
Disregarding the management nominees' entrenchment efforts,
baseless allegations and defamatory personal attacks, support for
Messrs. Simon Marcotte, Tayfun
Eldem, Nav Dhaliwal, Roy McDowall, Peter
Damouni and Fahad Al-Tamimi
(collectively, the "Concerned Shareholder Nominees")
continues to grow. Shareholders representing more than 36% of
outstanding Mason Graphite shares have already confirmed their
support for the election of the Concerned Shareholder Nominees,
with more shareholders joining them daily. The Concerned
Shareholder expects such support will represent a majority at the
Meeting.
A Process Focused on Implementing Positive Change
Mr. Al-Tamimi and the supporting shareholders have absolutely no
intention of taking control of the Company. Rather, the goal is
simply to elect highly qualified and competent directors who will
maximize value for all shareholders, including Messrs. Simon Marcotte and Tayfun Eldem, who were
involved with the Company when it was progressing exceptionally
well.
"With the support we have received thus far, it is clear that
our message about the necessity to implement positive change is
resonating with the shareholders," said Mr. Al-Tamimi.
"Shareholders who have not yet voted should join those shareholders
representing more than 36% and vote FOR all of the Concerned
Shareholder Nominees. It is now time to put this process to an end
and to deploy all of our efforts in making the Company the company
that it was destined to be."
The Deadline is Approaching – Vote for Positive Change
by 5:00 p.m. (Montreal time) on Tuesday,
December 22, 2020
The Concerned Shareholder wishes to remind shareholders to vote
FOR the election of an improved board comprised of Messrs.
Simon Marcotte, Tayfun Eldem,
Nav Dhaliwal, Roy McDowall, Peter
Damouni and Fahad Al-Tamimi,
each of whom is highly qualified and competent, and to
WITHHOLD on the election of Messrs. Gilles Gingras, François Laurin, Guy Chamard and Gaston
A. Morin. Shareholders are encouraged to review the proxy
materials and vote using the BLUE form of proxy or
BLUE voting instruction form in accordance with the
recommendation of both ISS and Glass Lewis.
If you have questions or need help voting, contact Kingsdale
Advisors at 1-866-229-8651
or contactus@kingsdaleadvisors.com.
Shareholders can view the proxy material and accompanying letter
filed under Mason Graphite's profile on SEDAR
at www.sedar.com, or by visiting the Concerned Shareholder's
website at www.ABetterMasonGraphite.com.
About Institutional Shareholder Services Inc.
Institutional Shareholder Services Inc. (ISS) is the world's
leading provider of corporate governance and responsible investment
(RI) solutions for asset owners, asset managers, hedge funds, and
asset service providers. ISS' solutions include: objective
governance research and recommendations; RI data, analytics, and
research; end-to-end proxy voting and distribution solutions;
turnkey securities class-action claims management; and reliable
global governance data and modeling tools. Institutional clients
turn to ISS to apply their corporate governance views, identify
environmental, social and governance risk, and manage their
complete proxy voting needs on a global basis. ISS analysts have
unique expertise and insight on the governance and RI landscape,
local market voting practices and regulatory requirements, along
with expertise in varied fields such as law, M&A, compensation,
and analytics.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements. All
statements contained in this filing 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. In addition, any statements
relating to the expectation of the Concerned Shareholder of the
outcome at the Meeting are forward-looking statements. These
statements are based on current expectations of the Concerned
Shareholder and currently available information. They are not
guarantees of future performance or results, 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,
including the risk that more shareholders of the Company exercise
their voting right at the Meeting and that such rights be exercised
in favour of the Management Nominees and the assumption relating to
the participation of the shareholders before and at the Meeting and
the right to revoke proxies in connection with the Meeting. The
Concerned Shareholder does not assume any obligation to update any
forward-looking statements contained in this press release, except
as required by applicable law.
SOURCE Mr. Fahad Al-Tamimi