- Incumbent directors take pride in a "marginal" decrease of
value of 7.9% over five years, have no legitimate justification for
their lack of a vested interest in the Company, mischaracterize the
intentions of the concerned shareholder, and disregard the
concerned shareholder's plans to turn the Company around and
maximize value for all shareholders.
- Incumbent Directors make baseless allegations against Mr.
Marcotte in latest entrenchment efforts.
- Shareholders representing more than 30% of outstanding Mason
Graphite shares have already confirmed their support with more
voting every day.
- Reminds shareholders to vote their BLUE
proxy in favour of a refreshed board comprised of six highly
qualified, competent and committed nominees who will maximize value
for all shareholders and to withhold on the election of the
four management nominees.
- For voting assistance, contact Kingsdale Advisors at
1-866-229-8651 or contactus@kingsdaleadvisors.com.
- To keep current on further developments, visit
www.ABetterMasonGraphite.com.
MONTREAL, Dec. 16, 2020 /CNW Telbec/ - Fahad Al-Tamimi ("Mr. Al-Tamimi" or the
"Concerned Shareholder"), a director and the second largest
shareholder of Mason Graphite Inc. (TSX.V: LLG) (OTCQX: MGPHF)
("Mason Graphite" or the "Company") holding
approximately 9.92% of the outstanding Mason Graphite shares,
wishes to correct certain statements included in the Company's
press release dated December 14, 2020 and respond to
defamatory personal attacks in the Company's press release dated
December 16, 2020.
Incumbent directors take pride in a "marginal" decrease of
value of 7.9% over five years.
- The incumbent directors are stating that shareholders who have
watched the value of their shares decrease by more than 90% over
the last three years are "cherry-picking". They are also stating
that, over the last five years, the Company's share price is "only
marginally down 7.9%". In other words, the incumbent directors
believe that losing 7.9% over five years is a good result when the
S&P/TSX Venture Index is up nearly 60% over that timeframe.
There can be no better demonstration of the incumbent directors'
lack of ambition for your Company.
Incumbent directors lack a vested interest in Mason Graphite,
owning only 0.6% of Mason Graphite shares.
- It is also easy to ignore a 90% decrease over three years when
it is not your own money. The incumbent directors attempt to
justify the fact that they collectively only own approximately 0.6%
of Mason Graphite's shares by claiming that "[t]he Board and
Management have been in a 'black out' period since April 2018" – a period of 2 years and 8 months –
which is not only an highly unusual long blackout period but also
puzzling considering the lack of meaningful facts disclosed by the
Company during the same period. We can only infer that the
incumbent directors are casting countless lines but are unable to
reel in any fish.
- The incumbent directors also boast about their supposed
alignment with shareholders by claiming that 20% of the outstanding
shares are represented on the current Board, when almost all of
those shares are held by Investissement Québec (12.49%) and Mr.
Al-Tamimi (9.92%), the Concerned Shareholder. Mr. Laurin has been a
director since October of 2012, Mr. Gingras since March of 2018 and
Mr. Chamard since December of 2015. Each of them had ample
opportunity to meaningfully invest in your Company but chose not
to do so.
Mr. Al-Tamimi and the supporting shareholders are not taking
control – they are focused on electing directors who will maximize
value for all shareholders.
- 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. This includes two executives
who were at the helm of the Company during a period when the
Company performed exceptionally well. Mr. Al-Tamimi's approach is
inclusive: On October 26, 2020, Mr.
Al-Tamimi invited Investissement Québec's nomination of a new
Investissement Québec nominee, and he is also open to the addition
of other qualified and competent directors to Mason Graphite's
Board. As the Company's recent history has clearly demonstrated,
none of Messrs. Gilles Gingras,
François Laurin and Guy Chamard
satisfy those criteria.
Mr. Al-Tamimi and the supporting shareholders' business plan
is the only plan available for Mason Graphite shareholders.
- Mr. Al-Tamimi and other key shareholders jointly developed an
extremely detailed business plan, which was presented to the
then-Chairman of the Board in February
2020. The Chairman then requested that the Mason Graphite
technical team proceed with an internal review. The result, which
was presented at a Board meeting on March
13, 2020, provided for substantial economic returns far
exceeding any other potential strategies discussed thereafter. This
further highlights the importance of directors who have a vision,
who are not entrenched and whose interests are aligned with those
of the Company's shareholders.
- Mr. Al-Tamimi and the supporting shareholders' business plan
leverages the proposed nominees' extensive experience in the junior
mining industry, including their track records of successfully
financing mining projects and their vast networks of potential
investors that would likely be interested in financing the Company
if and when necessary. Once elected to the Board as independent
directors, the nominees have expressed support for a plan to:
-
- form possible alliances with well-known and highly respected
strategic partners, which will greatly enhance the Company's
profile and standing in the market;
- work with and improve the current management team, including by
promptly appointing a qualified CEO, to ensure execution of the
Company's business plan; and
- identify, evaluate and pursue potential value-enhancing
acquisitions and other transactions that are in the best interests
of the Company and its shareholders.
- Meanwhile, Gilles Gingras,
François Laurin and Guy Chamard have
consistently failed to propose a legitimate alternative business
plan at the expense of the Company's shareholders. Clearly, they
should think twice before attempting to discredite a plan crafted
by the Company's shareholders for the Company's
shareholders.
Baseless and defamatory allegations against Simon Marcotte.
- In a meeting called at 7:30 a.m.
(Eastern time) today, after refusing to provide any prior
information on the basis of alleged confidentiality and sensitivity
issues, the incumbent directors informed Mr. Al-Tamimi and Mr.
Peter Damouni that they would
publish at 8:00 a.m. (Eastern time)
on the same day a press release making allegations against Mr.
Simon Marcotte, without providing
any evidence of their so-called findings, and without allowing Mr.
Marcotte any opportunity to review the allegations made by
them.
- The allegations made against Mr. Marcotte are completely
baseless, and relate to facts known by the incumbent directors for
a long time. In February 2018, Mr.
Marcotte informed Mason Graphite's then CEO of his wish to exercise
stock options and sell shares of the Company due to his personal
financial situation. It was then agreed that Mr. Marcotte would be
demoted to a lower position, that he would no longer be a reporting
insider and that he would cease to receive confidential information
and to attend Board meetings, and the Company's CEO informed Mr.
Marcotte that he would inform the Board of this situation. Mr.
Marcotte was fully cleared to trade in Mason Graphite's securities
when he did. Furthermore, contrary to the incumbent directors'
assertion, the blackout period was lifted on several occasions
since April 2018.
- Counsel for the Company was provided with this information
immediately after the end of the 7:30
a.m. Board meeting. The incumbent directors were also
provided with an opportunity to discuss their findings and obtain
Mr. Marcotte's explanation and evidence to defend himself against
the allegations. They refused and decided to issue the press
release immediately thereafter. This reckless and completely
inappropriate conduct from the incumbent directors is unworthy of a
public company and is a desperate attempt by the incumbent
directors to hold on to their seats.
- Mr. Marcotte will vigorously defend himself from these baseless
allegations, and reserves all of his legal rights to pursue
litigation in connection with these defamatory statements.
"The incumbent directors' press releases are just outright
misleading, including their personal attacks on Simon Marcotte and on our nominees' track record
and accomplishments. We continue to build on our momentum and the
support from the Company's shareholders to date," said Mr.
Al-Tamimi. "These latest attacks are simply desperate and
additional entrenchment efforts made by individuals who are willing
to seek to destroy someone's reputation for personal reasons. Our
process is about implementing positive change led by highly
qualified nominees focused on maximizing shareholder value. It is
about transforming Mason Graphite into a company that is aligned
with the overall vision of turning Québec into a major hub for the
battery industry – a company that will make its stakeholders proud
through its vision, its actions and its accomplishments."
As disclosed in a press release issued by the Concerned
Shareholder on December 8, 2020,
shareholders representing more than 30% of the outstanding shares
of Mason Graphite have already confirmed their support for the
election of Messrs. Simon Marcotte,
Tayfun Eldem, Nav Dhaliwal,
Roy McDowall, Peter Damouni and Fahad
Al-Tamimi (the "Concerned Shareholder Nominees") to
the Company's Board and their intention to withhold their votes on
the election of Messrs. Gilles
Gingras, François Laurin, Guy
Chamard and Gaston A. Morin
(the "Management Nominees") to the Company's
Board.
Vote for positive change by 5:00
p.m. (Montreal time) on
Tuesday, December 22, 2020
The Concerned Shareholder also wishes to remind shareholders to
vote for a refreshed board comprised of the Concerned
Shareholder Nominees, each of whom is highly qualified and
competent, for election at the Company's annual meeting of
shareholders scheduled to be held at 10:00
a.m. (Montreal time) on
Tuesday, December 29, 2020, and to
withhold on the election of the Management Nominees. Shareholders
are encouraged to review the proxy materials and vote the
BLUE "universal" form of proxy or BLUE voting
instruction form FOR the Concerned Shareholder Nominees and
to WITHHOLD on the election of the Management
Nominees.
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.
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. These statements are based
on current expectations of the Concerned Shareholder and currently
available information. They are not guarantees of future
performance, 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. 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