|By Marketwired .||
|February 7, 2013 07:48 PM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 02/08/13 -- Gilby Len Hastman and Darcy Kim Hastman (the Concerned Shareholders) announce that they have filed a petition for oppression (the Lawsuit) with the British Columbia Supreme Court (the Court) against St. Elias Mines Ltd. (TSX VENTURE:SLI) (the Company) and against Donald Bastien, Robert Krause, Lori L. McClenahan, Paul McDonald and Tina Whyte (the Management Nominees).
As the Concerned Shareholders announced in news releases dated January 14, 2013 and January 17, 2013, an overwhelming majority of the Company's shareholders voted green proxies (the Green Proxies) in favour of electing Gilby Len Hastman, Darcy Kim Hastman, Ted E.R. Rutherglen, James E. Rainbird and Richard Alexander Defreitas (the Dissident Nominees) as the directors of the Company at the annual general meeting of the Company held on December 27, 2012 (the AGM). However, the Green Proxies were rejected by Lori L. McClenahan, acting as chair at the AGM.
The Concerned Shareholders believe that the Lawsuit is necessary since:
1. Lori L. McClenahan had no legal basis or authority to reject the overwhelming number of Green Proxies voted in favour of the Dissident Nominees at the AGM; 2. Management of the Company (Management) continues to thwart the will of the Company's shareholders and ignore their fundamental rights by rejecting invitations from the Concerned Shareholders to reconstitute the board of directors of the Company (the Board) in a way that aligns with the desires of the Company's shareholders to have the Board consist of a majority of the Dissident Nominees; and 3. Management has acted and continues to act in a way that disenfranchises the shareholders of the Company and entrenches Management.
The Lawsuit seeks an order from the Court declaring invalid the purported elections of the Management Nominees at the AGM, the rejection of the Green Proxies at the AGM by Lori L. McClenahan and the purported issuance of 4,000,000 stock options by Management immediately after the AGM to directors, officers, and consultants of the Company. The Lawsuit also seeks an order from the Court that the Dissident Nominees were validly elected directors of the Company at the AGM, or in the alternative, that the Company be directed to hold a new AGM with an independent chair and scrutineer within sixty days of such order.
Gilby Len Hastman, on behalf of the Concerned Shareholders
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Gilby Len Hastman
Darcy Kim Hastman