Click here to close now.

SYS-CON MEDIA Authors: Lori MacVittie, Elizabeth White, Eva Belanyiova, tru welu, Blue Box Blog

News Feed Item

Intrepid Mines: Letter to Shareholders

BRISBANE, AUSTRALIA -- (Marketwired) -- 05/07/14 -- Intrepid Mines Limited (TSX: IAU)(ASX: IAU) (the "Company" or "Intrepid") releases a letter to shareholders.

Dear fellow shareholder

As you will be aware, you are being asked to vote at an Extraordinary General Meeting (EGM) on 13 May 2014 to replace the majority of the existing Board of Directors.

Activist shareholder Quantum Pacific is making another attempt to oust your Board with its requisitioned EGM next week. It has recently written to some shareholders, making several baseless allegations against your Directors.

Below are statements that set the record straight, make the Board's position absolutely clear and unequivocal to all shareholders and seek your support for the current Board by voting AGAINST each of the resolutions.

Quantum Pacific's current and previous actions have demonstrated that its ultimate goal is to gain control of the Company and its cash reserves without having to make a takeover bid.

It is important that you know the Company has explained to Quantum Pacific's spokesperson, Mr Greg Mazur that the EGM is an unnecessary and superfluous distraction and cost to the Company given that all of the current Directors are up for re-election at the Company's AGM on 30 May 2014.

And as previously advised, shareholders will be given the opportunity at the AGM to vote on a return of capital. The Board of Directors has also given an undertaking that shareholders will be asked to vote on any new investment opportunities proposed by the Company.

Your current Board of Directors - which has more than 35 years of experience with Intrepid - is ensuring that it will be shareholders that will determine the best way forward by voting on all options.

I have spoken with a number of major institutional shareholders in the lead up to the EGM and I am pleased to confirm that those shareholders continue to support your Board and management.

As to the baseless allegations by Quantum:

Allegation 1: Board has presented a flawed proposal by offering to return to shareholders substantially less than its current cash balance.

Reality: By pressing on the Board what is in effect a hasty and ill-considered proposal to wind up the Company, Quantum has created potential contingent liabilities that do not exist under a business-as-usual scenario. In every company, there are costs associated with winding up the business that are not listed in financial accounts which are prepared on a going-concern basis.

In Intrepid's case, these costs are potentially significant because the Company has operated in various jurisdictions around the globe. Final clearances in each of the jurisdictions in which it and its subsidiaries have operated need to be received from regulatory authorities before all available surplus funds can be released. To suggest that this indicates some form of conspiracy to hide cash away from shareholders is little short of ridiculous.

Allegation 2: The Board has decided to restrict shareholders to only voting on a return of capital, because it has a higher approval threshold, thus allowing the Board to ignore a majority vote in favour of a capital return.

Reality: The Board is giving shareholders the opportunity to vote on a return of capital at the AGM, because this is the only option that could have been put in the time available. A share buyback, because it does not necessarily affect all shareholders equally, requires a higher level of scrutiny, including an independent expert's report on the fairness of the proposed transaction. Despite Quantum's claims to the contrary, this form of return simply could not be prepared and reviewed by the regulator by the time the Notice of Meeting had to go to the printers to meet ASX and TSX statutory deadlines. The Board's view remains that if 75% of shareholders support the return of capital, then a decision will have been made, and we will move promptly to winding up the Company.

In the event that shareholders do not approve the return of capital, then the Board's aim will be to provide as much information as possible to allow you to see a range of alternatives before you irrevocably determine the Company's future. We will then bring all of those alternatives to yet another EGM in August 2014, including an investment proposition, a return of capital, a share buyback or even a combination.

It is noteworthy that in their Requisition for a shareholder meeting to consider returning money to shareholders, Quantum and Fides listed the Return of Capital as their preferred option presumably in full knowledge that the resolution required 75% approval.

Allegation 3: The Board favours a new acquisition, and is structuring the vote to maximise the probability of that being approved.

Reality: Your Board believes that in a situation where different shareholders have different objectives, a fully informed shareholder vote is the only way to resolve the differences fairly. We know that some shareholders currently prefer a return of capital, and this will be tested at the AGM. However, the only way that this will be an informed choice is if you also know what the alternatives are. It is Quantum Pacific who do not want you to see these alternatives, as they would only allow a vote on a return of capital.

Summary and recommendation

Quantum Pacific tried unsuccessfully to remove the Board in June 2013 and are doing so again, using misinformation as the basis for pursuing their own agenda. In calling for this meeting, Quantum is also causing the Company to incur unnecessary costs, given that the Annual General Meeting is just over two weeks later where all Directors are up for election, and the question of a capital return versus alternative uses of funds can be appropriately dealt with.

Shareholders (including Quantum Pacific) recently voted overwhelmingly in favour of a settlement to the Indonesian dispute - a clear endorsement of the actions of the present Board.

I urge you to vote AGAINST each of the resolutions, and to allow the present Board to continue to act in the interests of all shareholders. I look forward to chairing the Annual General meeting, discussing the future of the Company and giving shareholders the opportunity to guide the way forward.

In the meantime, should you have any questions please do not hesitate to contact me or Scott Lowe.

Yours sincerely

Ian McMaster AM, Chairman

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that SUSE, a pioneer in open source software, will exhibit at SYS-CON's DevOps Summit 2015 New York, which will take place June 9-11, 2015, at the Javits Center in New York City, NY. SUSE provides reliable, interoperable Linux, cloud infrastructure and storage solutions that give enterprises greater control and flexibility. More than 20 years of engineering excellence, exceptional service and an unrivaled partner ecosystem power the products and support that help ...
“In the past year we've seen a lot of stabilization of WebRTC. You can now use it in production with a far greater degree of certainty. A lot of the real developments in the past year have been in things like the data channel, which will enable a whole new type of application," explained Peter Dunkley, Technical Director at Acision, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
"We help companies that are using a lot of Software as a Service. We help companies manage and gain visibility into what people are using inside the company and decide to secure them or use standards to lock down or to embrace the adoption of SaaS inside the company," explained Scott Kriz, Co-founder and CEO of Bitium, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The only place to be Nov 3-5 is Cloud Expo | @ThingsExpo | DevOps Summit 2015 West at the Santa Clara Convention Center in Santa Clara, CA. Join us there as delegates from all over the world come to listen to and engage with speakers & sponsors from the leading Cloud Computing, IoT, Big Data and DevOps companies. Cloud Expo & @ThingsExpo are the leading events covering the booming market of Cloud Computing, IoT & Big Data for the enterprise. Speakers from all over the world will be hand-picked...
SYS-CON Events announced today that the "First Containers & Microservices Conference" will take place June 9-11, 2015, at the Javits Center in New York City. The “Second Containers & Microservices Conference” will take place November 3-5, 2015, at Santa Clara Convention Center, Santa Clara, CA. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
There is little doubt that Big Data solutions will have an increasing role in the Enterprise IT mainstream over time. 8th International Big Data Expo, co-located with 17th International Cloud Expo - to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA - has announced its Call for Papers is open. As advanced data storage, access and analytics technologies aimed at handling high-volume and/or fast moving data all move center stage, aided by the cloud computing bo...
“The year of the cloud – we have no idea when it's really happening but we think it's happening now. For those technology providers like Zentera that are helping enterprises move to the cloud - it's been fun to watch," noted Mike Loftus, VP Product Management and Marketing at Zentera Systems, in this SYS-CON.tv interview at Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
"Blue Box has been around for 10-11 years, and last year we launched Blue Box Cloud. We like the term 'Private Cloud as a Service' because we think that embodies what we are launching as a product - it's a managed hosted private cloud," explained Giles Frith, Vice President of Customer Operations at Blue Box, in this SYS-CON.tv interview at DevOps Summit, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
ThingsExpo New York is offering a limited time FREE "Expo Plus" registration option in New York. On site registration price of $1,95 will be set to 'free' for delegates who register during special offer. To take advantage of this opportunity, attendees can use the coupon code, and secure their registration to attend all keynotes, ThingsExpo sessions, expo floor, and SYS-CON.tv power panels. Special FREE registration givess access to all DevOps, Containers and Microservices sessions as well. Regi...
DevOps Summit at Cloud Expo New York is offering a limited time FREE "Expo Plus" registration option in New York. On site registration price of $1,95 will be set to 'free' for delegates who register during special offer. To take advantage of this opportunity, attendees can use the coupon code, and secure their registration to attend all keynotes, @DevOpsSummit sessions at Cloud Expo, expo floor, and SYS-CON.tv power panels. Special FREE registration givess access to all Containers and Microservi...
DevOps Summit, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long developmen...
"We have developers who are really passionate about getting their code out to customers, no matter what, in the shortest possible time. Operations are very focused on procedures and policies," explained Stan Klimoff, CTO of Qubell, in this SYS-CON.tv interview at DevOps Summit, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
“We help people build clusters, in the classical sense of the cluster. We help people put a full stack on top of every single one of those machines. We do the full bare metal install," explained Greg Bruno, Vice President of Engineering and co-founder of StackIQ, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo in Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading in...
"Verizon offers public cloud, virtual private cloud as well as private cloud on-premises - many different alternatives. Verizon's deep knowledge in applications and the fact that we are responsible for applications that make call outs to other systems. Those systems and those resources may not be in Verizon Cloud, we understand at the end of the day it's going to be federated," explained Anne Plese, Senior Consultant, Cloud Product Marketing at Verizon Enterprise, in this SYS-CON.tv interview at...