MONTREAL, Dec. 18, 2020 /CNW/ - 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, today announced that leading independent
proxy advisor Glass Lewis has recommended that Mason Graphite
shareholders vote on the Concerned Shareholder's BLUE proxy
FOR Mr. Al-Tamimi, Peter
Damouni and Nav Dhaliwal at
the Company's upcoming annual meeting scheduled for 10:00 a.m. (Montreal time) on Tuesday, December 29, 2020.
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,
Glass Lewis notes Mason Graphite's "largely dismal returns profile,
mixed strategic messaging, vacant leadership and, more recently,
the board's reactive missteps." In addition, Glass Lewis states
that "[w]ith a roiled trading price, an uncertain strategic
tack, a shifting board dynamic and a still-vacant CEO position,
[Mason Graphite] faces a set of potentially transformative
resolutions from its second largest investor."
When it comes to the management nominees' lack of strategic
execution, Glass Lewis had no shortage of criticism:
- "We thus consider shareholders may reasonably question the
practical deftness of the current board's operational positioning,
as well as its value creation bona fides. These doubts are
redoubled with reference to the fact that the same suite of
directors has been unable to source a permanent senior executive
prepared to capably spearhead any current or prospective strategic
initiatives for the benefit of all [Mason Graphite]
investors."
- "These conditions seem to reinforce the notion that the
pre-contest board was strategically adrift and relatively
flat-footed."
- "As a less than favorable capstone on the matter, we are
inclined to share Mr. Al-Tamimi's view that announcing the
retention of an external strategic adviser more than a month after
the Dissident's emergence and just three weeks prior to the AGM is
fundamentally problematic. In direct terms, we expect a proactive
board would typically be much better prepared to deflect concerns
around strategic direction, and thus would not be particularly
likely to resort to launching a major review process in the midst
of a public lambasting by one of its largest shareholders. As it
stands, then, the maneuver appears more closely akin to reactive
and maladroit optics management, a circumstance worsened by the
fact that the board's mandate to credibly undertake such a review
is clearly the subject of fairly intense scrutiny here."
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 a refreshed 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 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 Glass Lewis
Glass Lewis is the leading independent provider of global
governance services, helping institutional investors understand and
connect with the companies they invest in. Glass Lewis empowers
more than 1,200 institutional investors to make sound voting
decisions at more than 20,000 meetings a year by uncovering and
assessing governance, business, legal, political and accounting
risks at issuers domiciled in 100 countries.
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