Maudore Responds to Dissidents' Misleading and Inaccurate Allegations
MONTREAL, QUEBEC, Jul 10, 2012 (Menafn - MARKETWIRE via COMTEX) --Maudore Minerals Ltd. MAOMF(frankfurt:M6L) responded today to misleading and inaccurate allegations by agroup of dissident shareholders led by Mr. Rex Harbour.
Ironically, Mr. Harbour's allegations coincide with a positive reporton Maudore's current board and management issued by InstitutionalShareholder Services (ISS), which provides independent and unbiasedadvice on proxy contests.
"No matter what Rex Harbour may say, ISS has confirmed that thepresent board and management team has a record marked by steadiness,consistency and the conservative preservation of capital", Ron Shorr,Maudore's chief executive, said. "We are carrying out a very activebut also prudent exploration and development program that will moveus to a production decision as soon as feasible."
In accordance with ISS' recommendations, Maudore shareholders areurged to protect their investment by voting their BLUE proxy insupport of the management slate of board nominees ahead of the annualmeeting on July 19, 2012. The voting deadline is 10am (Toronto time)on July 17, 2012.
A Rejoinder to Rex Harbour's Charges:
--The fact that Mr. Harbour's group provided a substantial amount of
Maudore's last financing is surely proof of their faith in current
management. Nothing has substantially changed since the investment
except the continued discovery of high grade gold - two new discoveries
in the last two months.
--Maudore's newest directors are well chosen and well respected. George
Pirie is the CEO of San Gold, a successful Manitoba gold mining company.
Raynald Vezina has overseen the pre-production phase of numerous base
metal and gold companies. Dale Wallster has, among other
accomplishments, been instrumental in one of the largest uranium
discoveries in Canada in the last thirty years.
--The management slate also includes Scott Jobin-Bevans, an eminent
geologist who recently served as president of the Prospectors and
Developers Association of Canada. Last year, he presided over the
world's largest mining convention.
--Maudore management also has high-quality technical expertise, Our chief
operating officer Kevin Weston has a strong technical background. The
purpose of the newly-appointed technical committee is to augment these
professionals, not to fill a void.
--As the ISS report notes, management's slate has more years of technical
experience than Mr. Harbour's nominees. All in all, Maudore's slate of
directors has the skills, experience, relationships and industry
knowledge to continue to provide strong leadership.
The Dissident Nominees: Inexperienced and Beholden to Rex Harbour
Rex Harbour controls all three pillars of the dissident group -- RexHarbour Associates, the Harbour Foundation and City Securities.
Rex Harbour and Associates is registered in Monaco. The HarbourFoundation is a charitable foundation registered in the UK whoseboard consists entirely of Harbour family members including DanielHarbour, the son whom Rex Harbour is proposing to add to Maudore'sboard. City Securities Ltd., registered in the Marshall Islands, isalso wholly owned and controlled by Rex Harbour and family members.Trading personal holdings alongside those of a public charitablefoundation raises serious conflict-of-interest and ethical questions.
Mintails' Record: Another Matter for Concern
Mr. Harbour used these three entities when he carried out a takeoverin the spring of 2011 of Australian-listed Mintails, which operates agold reclamation project in South Africa.
Mintails, according to the independent analysis of Microaxis, "hasreturn on total assets of (19.79)%, which means that it has lost19.79 on every 1.00 spent on assets. This is far below average."The company also has a very high debt burden. It should be noted thatHoward Carr, currently on the board of Mintails, is Mr. Harbour'scandidate for CEO of Maudore.
Mr. Harbour paid a premium for his takeover of Mintails, and appearsto have lost a great deal of money since then, as have any minorityshareholders.
The Current Board has Sought to Engage Mr. Harbour: To No Avail
Mr. Harbour seeks to seize control of Maudore by installing his owngroup of directors, rather than offering shareholders the premiumtypically paid for an acquisition.
He began by demanding the resignation of several board members andthe addition of his own candidates-essentially giving him control bychanging the balance of the board.
When the current board, negotiating in good faith and wishing toaccommodate legitimate shareholder representation, offered some ofhis candidates positions on the board, Rex Harbour rejected theproposal. It appears that he has a hidden agenda to seize controlrather than gain representation. Maudore's board has concluded thatthis would be unfair to the majority of shareholders.
Mr. Harbour's accusations that Maudore's management refused to speakto him are easily disproved by conversations between him and boardmembers, as well as many email communications.
Despite Maudore's efforts to accommodate Mr. Harbour's demands, heappears single-minded in his determination to seize control. Suchtactics do not bode well for a responsible, transparent management towhich the remaining majority of shareholders can entrust theirinvestment.
Maudore: Steady, Consistent and Financially Responsible
Contrary to Mr. Harbour's assertions, Maudore's management is"driving toward production as fast as possible," as clearly evidencedby Maudore's extensive drilling program for several years as itdiligently and rapidly explores its large holdings in the Comtoisdistrict.
The board will prudently move to production only once it is apparentthat there is a resource base that can be profitably mined and thatall necessary preparatory work has been concluded. Maudore has aclear exploration and development plan and is executing it. Mr.Harbour and his group do not know the site, except for informationthey learned in what the board views as a breach of a confidentialityagreement. (Our press release of July 9, 2012, provides furtherdetails of the Harbour group's underhanded tactics.)
Mr. Harbour says his group needs 100 days to come up with a plan.This sounds like delay - not action. Indeed, there is no guaranteethat this deadline will be met.
By contrast, Maudore can already point to several exciting recent newgold discoveries, and strong value creation for you, ourshareholders. As ISS notes in its report, Maudore's "3-year and5-year total shareholder return to the date of dissident circularfiling have significantly outperformed the S&P/TSX materialssub-index over the same period."
The report adds: "The offices of the CEO and the chair are separated.Cash compensation is conservative and overall pay appears to bealigned with performance. In light of the above, there is nosignificant noted problematic governance practice."
Maudore is clearly a company on the right track. As ISS declares:"The dissidents have not made a compelling case that a change to theboard is necessary at this time."
Attention Maudore shareholders:
You MUST protect your investment by voting your BLUE proxy to supportyour current board and vote well in advance of the deadline of 10am(Toronto time) on July 17, 2012.
If you have any questions about your vote, please contact KingsdaleShareholder Services at 1-866-230-2635 toll free in North America orat (416) 867 2272 outside of North America (collect calls accepted)or by email at email@example.com.
About Maudore Minerals Ltd.
Maudore owns 100% of the Comtois gold project in Quebec, as well as alarge land area west of Comtois with volcanogenic gold/massivesulphide (VMS) potential. VMS gold deposits are more common in Quebecthan anywhere else in the world. Maudore's total land package nowextends over 94,000 hectares (235,000 acres or 367 square miles).
Statements in this release that are not historical facts are"forward-looking statements" within the meaning of the U.S. PrivateSecurities Litigation Reform Act of 1995 and Canadian Securitieslaws. Forward-looking statements include, but are not limited to,statements with respect to Maudore's strategy, plans or futurefinancial or operating performance or the possibility of definingfuture mineral deposits. Forward-looking statements are based onforecasts of future results, estimates of amounts not yetdeterminable and assumptions that, while believed by management to bereasonable, are inherently subject to significant business, economicand competitive uncertainties and contingencies. Forward-lookingstatements are characterized by words such as "plan," "expect","budget", "target", "project", "intend", "believe", "anticipate","estimate" and other similar words, or statements that certain eventsor conditions "could", "may" or "will" occur. Forward-lookingstatements involve substantial known and unknown risks anduncertainties. These forward-looking statements are subject tonumerous risks and uncertainties, certain of which are beyond thecontrol of Maudore, including, but not limited to, the impact of thegeneral economic conditions, inherent risks involved in theexploration and development of mineral properties, the uncertaintiesinvolved in interpreting drill results and other exploration data,the potential for delays in exploration or development activities,the geology, grade and continuity of mineral deposits, thepossibility that future exploration, development or mining resultswill not be consistent with Maudore's expectations, accidents,equipment breakdowns, title matters, labour disputes or otherunanticipated difficulties with or interruptions in operations,fluctuating metal prices, unanticipated costs and expenses,dependence upon regulatory approvals and the availability offinancing and other related risks and uncertainties. Readers arecautioned that any such statements are not guarantees of futureperformance and that the actual developments or results may varymaterially from those in these "forward-looking statements".
Maudore undertakes no obligation to update forward-lookinginformation except as required by applicable law. Such forwardlookinginformation represents management's best judgment based oninformation currently available. Accordingly, readers are advised notto place undue reliance on forward-looking statements or information.
The TSX Venture Exchange has not reviewed and does not acceptresponsibility for the adequacy or accuracy of this release. Neitherthe TSX Venture Exchange nor its regulation services provider (asthat term is defined in the policies of the TSX Venture Exchange)accepts responsibility for the adequacy or accuracy of this newsrelease.
Chief Executive Officer
514 761 1415
SOURCE: Maudore Minerals Ltd.
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